Common use of Form S-1 Clause in Contracts

Form S-1. (a) Diamondback shall prepare an amendment to the S-1 and Contributor shall prepare a Current Report on Form 8-K, each of which shall include descriptions of this Agreement and the Transactions and such forms shall be filed simultaneously with the Commission. The Parties shall cooperate and consult with each other with respect to the disclosure of the Transactions contained in the Form 8-K and the S-1. Diamondback shall promptly provide copies or all written comments received from the Commission, and consult with Contributor with respect to any comments received from the Commission regarding the Transaction, and make available to Contributor upon its request a complete and correct copy of any amendments that are filed with the Commission. At its effective time, the S-1 shall comply as to form in all material respects with the rules and regulations promulgated by the Commission under the Securities Act and shall not contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein in light of the circumstances under which they were made not misleading. Diamondback will advise Contributor, after it receives notice thereof, of the time when S-1 has become effective or any supplement or amendment has been filed, or the issuance of any stop order. (b) Diamondback shall use its commercially reasonable efforts to include the shares of Common Stock of Contributor requested by Contributor to be included in the S-1 as a selling stockholder and such shares of Common Stock shall be included in the underwriting on the same terms and conditions as the shares of Common Stock being offered by Diamondback. If the managing underwriters advise Diamondback that in their good faith judgment the number of shares of Common Stock requested to be included in the S-1 by Contributor and DB Holdings exceeds the number which can be sold in the IPO without materially and adversely affecting the marketability of the IPO, then the S-1 shall include the maximum number of shares that the managing underwriters advise can be sold in the IPO by Contributor and DB Holdings allocated as follows: (i) first, the shares of Common Stock that Diamondback proposes to sell, and (ii) second, to the extent that any other shares of Common Stock may be included without exceeding the limitations recommended by the underwriters as aforesaid, shares of Common Stock to be included in the S-1 by Contributor and DB Holdings will be included on a pro rata basis (or in such other proportion mutually agreed between Contributor and DB Holdings), based on the number shares of Common Stock held by Contributor and DB Holdings.

Form S-1. (a) Diamondback Mammoth shall prepare an amendment to the Form S-1 and and, if required, Contributor shall prepare a Current Report on Form 8-K, each of which shall include descriptions of this Agreement and the Transactions and such forms shall be filed simultaneously with the Commission. The Parties shall cooperate and consult with each other with respect to the disclosure of the Transactions contained in the Form 8-K and the Form S-1. Diamondback Mammoth shall promptly provide copies or all written comments received from the Commission, and consult with Contributor with respect to any comments received from the Commission regarding the Transaction, and make available to Contributor upon its request a complete and correct copy of any amendments that are filed with the Commission. At its effective time, the Form S-1 shall comply as to form in all material respects with the rules and regulations promulgated by the Commission under the Securities Act and shall not contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein in light of the circumstances under which they were made not misleading. Diamondback Mammoth will advise Contributor, after it receives notice thereof, of the time when Form S-1 has become effective or any supplement or amendment has been filed, or the issuance of any stop order. (b) Diamondback Mammoth shall use its commercially reasonable efforts to include the shares such number of Common Stock Units of Contributor requested by Contributor to be included in the Form S-1 as a selling stockholder unitholder and such shares of Common Stock Units shall be included in the underwriting on the same terms and conditions as the shares of Common Stock Units being offered by DiamondbackMammoth, subject to Contributor entering into the underwriting agreement. If the managing underwriters advise Diamondback Mammoth that in their good faith judgment the number of shares of Common Stock Units requested to be included in the Form S-1 by Contributor and DB Holdings exceeds the number which can be sold in the IPO without materially and adversely affecting the marketability of the IPO, then the Form S-1 shall include the maximum number of shares that the managing underwriters advise can be sold in the IPO by Contributor and DB Holdings allocated as follows: (i) first, the shares of Common Stock Units that Diamondback Mammoth proposes to sell, and (ii) second, to the extent that any other shares of Common Stock Units may be included without exceeding the limitations recommended by the underwriters as aforesaid, shares such number of Common Stock Units to be included in the Form S-1 by Contributor Contributor, Holdings and DB Holdings Rhino will be included on a pro rata basis (or in such other proportion mutually agreed between Contributor among Contributor, Holdings and DB HoldingsRhino), based on the number shares of Common Stock held by Contributor and DB Holdings.

Form S-1. (a) Diamondback If the Company shall prepare an amendment receive from the Trusts, at any time after the date hereof, a written request that the Company file a registration statement on Form S-1 with respect to any of such Trusts’ shares of Registrable Common Stock, then the Company shall use its best efforts to promptly effect the registration of such shares under the Securities Act as soon as practicable thereafter, but only to the extent provided for in this Agreement (the “S-1 Registration Obligation”). Except as may be requested by the managing underwriter of an underwritten public offering, the Company shall incorporate by reference disclosures in its reports filed pursuant to the Exchange Act to the extent permitted by Form S-1. If the request for registration contemplates an underwritten public offering, the right of any Person to participate in such registration shall be conditioned upon such Person’s participation in such underwritten public offering and Contributor the inclusion of such Person’s Registrable Common Stock in the underwritten public offering to the extent provided herein. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2 within ninety (90) days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Registrable Common Stock shall prepare have been entitled to join pursuant to Section 3 and in which there shall have been registered all Registrable Common Stock as to which registration shall have been requested. The Company shall not be obligated to effect more than one registration pursuant to this Section 2(a); provided, however: i. at and only at a Current Report time when the Company is not eligible to register securities on Form 8-KS-3, each of which shall include descriptions of this Agreement and the Transactions and such forms shall be filed simultaneously with Trusts may request in writing that the Commission. The Parties shall cooperate and consult with each other Company file an additional registration statement on Form S-1 (“Additional S-1 Registration Statement”) with respect to the disclosure Trusts’ shares of Registrable Common Stock anticipated to have an aggregate sale price (net of underwriting discounts and commissions, if any) (“Net Proceeds”) in excess of $5,000,000, subject to and otherwise in accordance with this Section 2(a), if either (a) following completion of the Transactions contained in offering pursuant to the first effective Form 8-K and the S-1. Diamondback shall promptly provide copies or all written comments received from the Commission, and consult with Contributor with respect to any comments received from the Commission regarding the Transaction, and make available to Contributor upon its request a complete and correct copy of any amendments that are filed with the Commission. At its effective timeS-1 registration statement, the S-1 shall comply as to form in all material respects with the rules and regulations promulgated shares sold by the Commission under Trusts in such offering resulted in Net Proceeds to the Securities Act and shall not contain any untrue statement Trusts of a material fact or omitted less than $112,000,000 (One Hundred Twelve Million Dollars) based on marketing limitations pursuant to state a material fact required to be stated therein or necessary in order to make the statements therein in light of the circumstances under which they were made not misleading. Diamondback will advise Contributor, after it receives notice thereof, of the time when S-1 has become effective or any supplement or amendment has been filedSection 2(d), or the issuance of any stop order. (b) Diamondback shall use its commercially reasonable efforts to include the shares of Common Stock of Contributor requested by Contributor to be included in request date is on or after January 1, 2014; and ii. a registration will not satisfy the S-1 as a selling stockholder Registration Obligation unless and such shares until the earlier of Common Stock shall be included in the underwriting on the same terms and conditions as the shares of Common Stock being offered by Diamondback. If the managing underwriters advise Diamondback that in their good faith judgment the number of shares of Common Stock requested to be included in the S-1 by Contributor and DB Holdings exceeds the number which can be sold in the IPO without materially and adversely affecting the marketability of the IPO(a) or (b), then the S-1 shall include the maximum number of shares that the managing underwriters advise can be sold in the IPO by Contributor and DB Holdings allocated as follows: (a) the registration statement relating to such registration has been declared effective by the Commission and, if such registration contemplates an underwritten public offering, either (x) the firm offering contemplated thereby has been completed (for purposes of clarity, the failure of the underwriters’ to close on some or all of the underwriters’ option shares shall not affect this clause (x)), or (y) the completion of the firm offering of the Trusts’ shares pursuant to such registration statement does not occur as a result of (A) failure of the Trusts to execute the underwriting agreement substantially in the form previously agreed to, (B) any breach by the Trusts of their obligations under such underwriting agreement, or (C) any failure of the Trusts to fulfill closing conditions under their control, or (b) the registration statement is withdrawn at the request of the Trusts other than for an MAE Withdrawal. The Trusts may request, in their discretion and in writing, that the Company either (i) first, the shares of Common Stock that Diamondback proposes defer taking action with respect to sell, and a registration statement which has been filed under this Section 2(a) but has not yet been declared effective (a “suspension”) or (ii) secondwithdraw such a registration statement that has not yet been declared effective. In the event of a suspension without a subsequent withdrawal of such registration statement, the Trusts may, at any time, request the Company to resume efforts to cause such registration statement to become effective, in which case the Company shall resume efforts to promptly cause such registration statement to become effective. The Company shall use its reasonable best efforts to keep such registration statement on file, including availing itself of any available extensions of a request from the Commission staff to withdraw such registration statement. In the event that, at or prior to the extent time of a withdrawal of the registration statement requested by the Trusts, the Trusts shall have learned of an event or occurrence having a consequence that is materially adverse to the Company’s business, financial condition or prospects not known to the Trusts at the time of the initial registration request (an “MAE Withdrawal”), then the registration statement so withdrawn shall not satisfy the S-1 Registration Obligation and the Trusts may thereafter request the Company to file another registration statement, in accordance with and subject to the procedures and limitations set forth herein. The Company may not cause any other shares registration of Common Stock may be included without exceeding securities for sale for its own account (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the limitations recommended by Securities Act is applicable) to become effective within ninety (90) days following the underwriters as aforesaid, shares effective date of Common Stock any registration required pursuant to be included in the S-1 by Contributor and DB Holdings will be included on a pro rata basis (or in such other proportion mutually agreed between Contributor and DB Holdingsthis Section 2(a), based on the number shares of Common Stock held by Contributor and DB Holdings.

Form S-1. (a) Diamondback Mammoth shall prepare an amendment to the Form S-1 and and, if required, Contributor shall prepare a Current Report on Form 8-K, each of which shall include descriptions of this Agreement and the Transactions and such forms shall be filed simultaneously with the Commission. The Parties shall cooperate and consult with each other with respect to the disclosure of the Transactions contained in the Form 8-K and the Form S-1. Diamondback Mammoth shall promptly provide copies or all written comments received from the CommissionCommission that relate to Contributor, and consult with Contributor with respect to any such comments received from the Commission regarding the Transaction, and make available to Contributor upon its request a complete and correct copy of any amendments that are filed with the Commission. At its effective time, the Form S-1 shall comply as to form in all material respects with the rules and regulations promulgated by the Commission under the Securities Act and shall not contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein in light of the circumstances under which they were made not misleading. Diamondback Mammoth will advise Contributor, after it receives notice thereof, of the time when Form S-1 has become effective or any supplement or amendment has been filed, or the issuance of any stop order. (b) Diamondback Mammoth shall use its commercially reasonable efforts to include the shares such number of Common Stock Units of Contributor requested by Contributor to be included in the Form S-1 as a selling stockholder unitholder and such shares of Common Stock Units shall be included in the underwriting on the same terms and conditions as the shares of Common Stock Units being offered by DiamondbackMammoth, subject to Contributor entering into the underwriting agreement. If the managing underwriters advise Diamondback Mammoth that in their good faith judgment the number of shares of Common Stock Units requested to be included in the Form S-1 by Contributor and DB Holdings exceeds the number which can be sold in the IPO without materially and adversely affecting the marketability of the IPO, then the Form S-1 shall include the maximum number of shares that the managing underwriters advise can be sold in the IPO by Contributor and DB Holdings allocated as follows: (i) first, the shares of Common Stock Units that Diamondback Mammoth proposes to sell, and (ii) second, to the extent that any other shares of Common Stock Units may be included without exceeding the limitations recommended by the underwriters as aforesaid, shares such number of Common Stock Units to be included in the Form S-1 by Contributor Contributor, Holdings and DB Holdings Gulfport will be included on a pro rata basis (or in such other proportion mutually agreed between Contributor among Contributor, Holdings and DB HoldingsGulfport), based on the number shares of Common Stock held by Contributor and DB Holdings.