REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 2nd, 2024 • Viper Energy, Inc. • Crude petroleum & natural gas • Delaware
This REGISTRATION RIGHTS AGREEMENT, dated as of October 1, 2024 (this “Agreement”), is by and among Viper Energy, Inc., a publicly traded Delaware corporation (the “Company”), Tumbleweed Royalty IV, LLC, a Delaware limited liability company (the “Initial Holder”) and the other Holders (as defined herein) from time to time party hereto.
SECOND AMENDED AND RESTATED EXCHANGE AGREEMENT BY AND AMONG DIAMONDBACK ENERGY, INC. VIPER ENERGY, INC. DIAMONDBACK E&P LLC VIPER ENERGY PARTNERS LLC and TUMBLEWEED ROYALTY IV, LLC Dated as of October 1, 2024Viper Energy, Inc. • October 2nd, 2024 • Crude petroleum & natural gas
This Second Amended and Restated Exchange Agreement (this “Agreement”), dated as of October 1, 2024 (the “Effective Date”), by and among Viper Energy, Inc., a Delaware corporation (the “Company”), Viper Energy Partners LLC, a Delaware limited liability company (the “Operating Company”), Diamondback E&P LLC, a Delaware limited liability company (“Diamondback E&P”), Diamondback Energy, Inc., a Delaware corporation (“Diamondback”), Tumbleweed Royalty IV, LLC, a Delaware limited liability company (“TWR IV” collectively, with Diamondback and Diamondback E&P, the “Exchanging Parties”), and, solely for the purposes of Section 3.12, Viper Energy Partners GP LLC, a Delaware limited liability company (the “Former General Partner”). The above-named entities are sometimes referred to in this Agreement as a “Party” and collectively as the “Parties.”
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF VIPER ENERGY PARTNERS LLC Dated as of October 1, 2024Limited Liability Company Agreement • October 2nd, 2024 • Viper Energy, Inc. • Crude petroleum & natural gas • Delaware
This Third Amended and Restated Limited Liability Company Agreement (the “Agreement”) of Viper Energy Partners LLC, dated as of October 1, 2024 (the “Effective Date”), is entered into by and among Viper Energy, Inc., a Delaware corporation (“Viper”), as Managing Member, Diamondback Energy, Inc., a Delaware corporation (“Diamondback”), Diamondback E&P LLC, a Delaware limited liability company (“Diamondback E&P”), and Tumbleweed Royalty IV, LLC, a Delaware limited liability company (“TWR IV”). In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
CLASS B COMMON STOCK OPTION AGREEMENTClass B Common Stock Option Agreement • October 2nd, 2024 • Viper Energy, Inc. • Crude petroleum & natural gas • Texas
This Class B Common Stock Option Agreement (this “Agreement”) dated as of October 1, 2024 (the “Closing Date”) is by and among Viper Energy, Inc., a Delaware corporation (“Viper”), Viper Energy Partners LLC, a Delaware limited liability company (“OpCo”), and Tumbleweed Royalty IV, LLC, a Delaware limited liability company (“TWR IV”).
