0001193125-14-187469 Sample Contracts

ADVISORY SERVICES AGREEMENT
Advisory Services Agreement • May 7th, 2014 • Viper Energy Partners LP • Crude petroleum & natural gas • New York

ADVISORY SERVICES AGREEMENT dated as of , 2014 (this “Agreement”), among VIPER ENERGY PARTNERS LP, a Delaware limited partnership (the “MLP”), VIPER ENERGY PARTNERS GP LLC, a Delaware limited liability company (the “General Partner”), and WEXFORD CAPITAL LP, a Delaware limited partnership (“Wexford”).

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CONTRIBUTION AGREEMENT BY AND AMONG DIAMONDBACK ENERGY, INC., VIPER ENERGY PARTNERS LLC, VIPER ENERGY PARTNERS GP LLC AND VIPER ENERGY PARTNERS LP DATED AS OF , 2014
Contribution Agreement • May 7th, 2014 • Viper Energy Partners LP • Crude petroleum & natural gas • Delaware

THIS CONTRIBUTION AGREEMENT, dated as of , 2014 (this “Agreement”), is entered into by and among Diamondback Energy, Inc., a Delaware corporation (“Diamondback”), Viper Energy Partners LLC, a Delaware limited liability company (“OpCo”), Viper Energy Partners GP LLC, a Delaware limited liability company (“MLP GP”), and Viper Energy Partners LP, a Delaware limited partnership (“MLP”). The above named entities are sometimes referred to herein as a “Party” and collectively as the “Parties.”

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