Exhibit






Exhibit 10.7
LEASE AMENDMENT #17


DIAMONDBACK E & P LLC


(Suite 1320)


FASKEN MIDLAND, LLC (hereinafter called "Lessor") and DIAMONDBACK E & P LLC, successor to Windsor Permian, LLC (hereinafter called "Lessee"), for good and valuable consideration the receipt of which is hereby acknowledged on April 1, 2015 (the "Effective Date"), do hereby amend that certain Lease Agreement dated April 19, 2011, as amended by Lease Amendment #1 dated June 6, 2011, Lease Amendment #2 dated August 5, 2011 (surrendered September 30, 2012), Lease Amendment #3 dated September 28, 2011, Lease Amendment #4 dated February 6, 2012, Lease Amendment #5 dated July 25, 2012, Lease Amendment #6 dated December 18, 2012, Lease Amendment #7 dated June 14, 2013, Lease Amendment #8 dated June 14, 2013, Lease Amendment # 9 dated September 3, 2013, Lease  Amendment #10 dated  September 26, 2013, Lease Amendment #11 dated September 26, 2014, Lease Amendment # 12 dated October 23, 2014, Lease Amendment #13 dated October 30, 2014, Lease Amendment #14 dated November 10, 2014, Lease Amendment # 15 dated November 10, 2015, and Lease Amendment #16 dated April 1, 2015 (collectively,  the  "Lease  Agreement"), covering  a total  of  approximately 32,141 square  feet  of Net  Rentable  Area  located  on  Levels Twelve (12), Thirteen (13), Level Fourteen (14) (the "Leased Premises") of One Fasken  Center  at 500 West Texas Avenue,  Midland,  Texas 79701 ("One Fasken Center"), being a part of the property consisting of 550 and 500 West Texas Avenue, Texas 79701 (the "Buildings"), under the following terms and conditions (the "Lease Amendment # 17"):


		
	1.
	LEASED PREMISES. Commencing  on   the   Suite   1320  Commencement Date (as defined in Section 2 below), Section 1.5 "Leased Premises"  of  the  Lease Agreement shall be amended to add (i) approximately 7,714 square feet of Net Rentable Area located on Level Thirteen (13) of One Fasken Center as more fully diagramed on the floor  plans  attached  hereto  and made  a part  hereof  as Exhibit  "B-7''  (the   "Suite  1320 Expansion Space").   Accordingly,   as  of   the   Suite  1320  Commencement Date, the term "Leased Premises" shall hereinafter mean and include the Suite  1320 Expansion   Space.   The   Leased   Premises,   with   the   Suite   1320 Expansion   Space,  will  then  consist  of  a  total  of approximately  39,855  square  feet  of  Net  Rentable Area,  which represents 9.45% of the total  Net  Rentable  Area  of  the  Buildings  ("Lessee's Ratable Share"), such total  Net Rentable  Area  of  the  Buildings  being  421,546  square feet. Lessee's Ratable Share may be adjusted during the Lease Term to reflect any increases or decreases in the Total Net Rentable Area of the  Buildings.  Lessor  and Lessee acknowledge and agree that the aforesaid description of the  size  and  square footage of the Leased Premises and the Buildings  are  an  approximation,  which  the parties agree is reasonable and payments made thereupon are not subject to dispute.




		
	2.
	LEASE TERM.  The  Lease  Term  for  the  Suite  1320  Expansion Space shall be for a period commencing on the later of: (i) October 1, 2015, or (ii) the date that the Suite 1320 Expansion Space is vacated  and  delivered  to  Lessee  by  the  current  Lessee,  Gulf Coast Oil & Gas Co. (the "Suite 1320 Commencement  Date"),  and expiring on May 31, 2026.




		
	3.
	SUBJECT TO VACATING. Lessor's obligation to tender possession of the Suite 1320 Expansion  Space hereunder  is subject to the current Lessee, Gulf Coast Oil & Gas Co., vacating  and  delivering  the  Suite  1320  Expansion  Space.  Accordingly,  if  the  current Lessee, Gulf Coast Oil & Gas Co. does not vacate and deliver the Suite  1320 Expansion Space prior to April  1, 2016, either Lessee or Lessor shall have the right to terminate this Lease Amendment  # 17 by delivery of written  notice to the other party  prior to April  30, 2016, but  in no event  later than  the date of actual delivery  of the Suite 1320 Expansion Space to Lessee.




		
	4.
	BASE YEAR. The Base Year for Operating Expenses and Tax Expenses for the Suite 1320 Expansion Space shall be the calendar year 2015.



1










		
	5.
	BASE RENT. The Base Rent for the Suite 1320 Expansion Space is as follows:


	
							
	PERIOD
	ANNUAL RATE PER SQ. FT.
	MONTHLY BASE RENT

	Suite 1320 Commencement Date - 5/31/2016
	$
	34.75
	

	$
	22,338.46
	


	6/1/2016 - 5/31/2017
	$
	35.50
	

	$
	22,820.58
	


	6/1/2017 - 5/31/2018
	$
	36.25
	

	$
	23,302.71
	


	6/1/2018 - 5/31/2019
	$
	37.00
	

	$
	23,784.83
	


	6/1/2019 - 5/31/2020
	$
	37.75
	

	$
	24,266.96
	


	6/1/2020 - 5/31/2021
	$
	38.50
	

	$
	24,749.08
	


	6/1/2021 - 5/31/2022
	$
	39.25
	

	$
	25,231.21
	


	6/1/2022 - 5/31/2023
	$
	40.00
	

	$
	25,713.33
	


	6/1/2023 - 5/31/2024
	$
	40.75
	

	$
	26,195.46
	


	6/1/2024 - 5/31/2025
	$
	41.50
	

	$
	26,677.58
	


	6/1/2025 - 5/31/2026
	$
	42.25
	

	$
	27,159.71
	







All monthly Base Rent for the Suite 1320 Expansion Space shall be paid to Lessor in advance and without demand, counterclaim or offset, on or before the first (1st) day of each calendar month.


		
	6.
	PARKING.   Lessor shall provide up to six (6) additional parking space(s) with respect to the Suite 1320 Expansion Space during the Lease Term, in the designated area(s), at the following rate per space per month plus applicable sales tax:


	
		
	2
	@ $195.00 per space per month for Executive Reserved (Basement) - 

	space may be limited, if available

	 
	 

	2
	@ $195.00 per space per month for Officer Reserved (Level One) - 

	space may be limited, if available

	 
	 

	2
	@ $150.00 per space per month for Preferred Reserved (Level Two and above) -

	space may be limited, if available

	 
	 

	2
	@ $115.00 per space per month for General Unreserved






The monthly rates set forth in this Section 6 shall be adjusted annually during the Lease Term of the Lease Agreement to an amount equal to the prevailing market rates being charged in the Buildings for similar parking spaces. The parking spaces set forth in this Section 6 shall be for Lessee and/or Lessee's employees and Lessor shall have the right to assign parking space as conditions permit. However, Lessor shall not be required to police the use of these spaces. Lessor may make, modify and enforce rules and regulations relating to the parking of automobiles in the parking area(s), and Lessee shall abide thereby. Lessor shall not be liable to Lessee or Lessee's agents, servants, employees, customers, or invitees for damage to person or property caused by any act of omission or neglect of Lessee, and Lessee agrees to hold Lessor harmless from all claims for any such damage.


		
	7.
	LESSEE IMPROVEMENTS. Lessee accepts the Suite 1320 Expansion Space on an "AS IS" basis, without any obligation of Lessor to construct any improvements in the Suite 1320 Expansion Space; however, Lessor will provide Lessee a Construction Allowance in the amount of One Hundred Fifteen Thousand Seven Hundred Ten and 00/100 Dollars ($115,710.00) to refurbish the Suite 1320 Expansion Space to Lessee's specifications in accordance with the provisions of the Leasehold Improvements Agreement, which is attached hereto as Exhibit "D-2" and incorporated herein.




		
	8.
	RATIFICATION. Except as amended by this Lease Amendment # 17, Lessor and Lessee do hereby ratify and affirm all of the terms, conditions and covenants of the Lease Agreement, as amended herein.





2






Witness the execution hereby this Lease Amendment # 17 as of the Effective Date.


	
					
	LESSOR
	 
	LESSEE

	 
	 
	 
	 
	 

	FASKEN MIDLAND, LLC
	 
	DIAMONDBACK E&P LLC

	By:
	Haley-NWC Property
	 
	 
	 

	 
	Management Co., LLC
	 
	 
	 

	 
	Its Authorized Agent
	 
	 
	 

	 
	 
	 
	 
	 

	By:
	/s/ Wendell L. Brown Jr.
	 
	By:
	/s/ Travis D. Stice

	Name
	Wendell L. Brown Jr.
	 
	Name
	Travis D. Stice

	Title
	Vice President
	 
	Title
	President & CEO







3






EXHIBIT B-7


Floor Plans for Suite 1320 Expansion Space



















Exhibit D-2 LEASEHOLD IMPROVEMENTS AGREEMENT
(Suite 1320 Expansion Space)


1.Following the delivery of possession of the Suite 1320 Expansion Space to Lessee, Lessee shall have the right to refurbish the Suite 1320 Expansion Space to Lessee's specifications (the "Lessee Improvements"), but only in accordance with the provisions of this Leasehold Improvements Agreement. Lessee and its contractors shall not have the right to perform Lessee Improvements in the Suite 1320 Expansion Space unless and until Lessee has written approval by Lessor of (a) the final plans for the Lessee Improvements, (b) the contractors to be retained by Lessee to perform such Lessee Improvements, and (c) the insurance coverage obtained by Lessee and its contractors in connection with the Lessee Improvements. Lessee shall be responsible for all elements of the plans for the Lessee Improvements (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Suite 1320 Expansion Space and the placement of Lessee's furniture, appliances and equipment), and Lessor's approval of such plans shall in no event relieve Lessee of the responsibility therefor. Lessor's approval of the contractors to perform the Lessee Improvements shall not be unreasonably withheld. Lessor's approval of the general contractor to perform the Lessee Improvements shall not be considered to be unreasonably withheld if any such general contractor (i) does not have trade references reasonably acceptable to Lessor, (ii) does not maintain insurance as required by Lessor, (iii) does not have the ability to be bonded for the work in an amount satisfactory to Lessor, (iv) does not provide current financial statements reasonably acceptable to Lessor, or (v) is not licensed as a contractor in the state and municipality in which the Leased Premises are located. Lessee acknowledges the foregoing is not intended to be an exclusive list of the reasons why Lessor may reasonably withhold its consent to a general contractor.


2.Promptly after obtaining Lessor's approval of the plans for the Lessee Improvements and before commencing construction of the Lessee Improvements, Lessee shall deliver to Lessor a reasonably detailed estimate of the cost of the Lessee Improvements. If the cost of the Lessee Improvements exceeds the Construction Allowance (hereinafter defined), Lessee shall be solely responsible for the difference. Lessee shall pay to Lessor, within ten (10) days after Lessor's written demand, a construction fee equal to five percent (5%) of the cost of the Lessee Improvements to compensate Lessor for reviewing the plans for the Lessee Improvements and for costs incurred by Lessor in facilitating completion of the Lessee Improvements. Lessor reserves the right to deduct such fee from the Construction Allowance.


3.Provided Lessee is not in default at the time of any request for payment, Lessor agrees to contribute up One Hundred Fifteen Thousand Seven Hundred Ten and 00/100 Dollars ($115,710.00) (the "Construction Allowance") toward the cost of performing the Lessee Improvements. The Construction Allowance may only be used for hard costs in connection with the Lessee Improvements. The Construction Allowance shall be paid to Lessee or, at Lessor's option, to the order of the general contractor that performed the Lessee Improvements, within thirty (30) days following receipt by Lessor of the following documentation (1) receipted bills covering all labor and materials expended and used in the Lessee Improvements; and (2) full and final waivers of lien. The Construction Allowance shall be disbursed in the amount reflected on the receipted bills meeting the requirements above. Notwithstanding anything herein to the contrary, Lessor shall not be obligated to disburse any portion of the Construction Allowance during the continuance of an uncured default under the Lease, and Lessor's obligation to disburse shall only resume when and if such default is cured. In no event shall the  Construction Allowance be used for the purchase of equipment, furniture or other items of personal property of Lessee. In the event Lessee does not submit to Lessor a written request for payment of the entire Construction  Allowance  (together  with  all  of the  documents  and  certificates  required  for  such payment)  within  six (6) months  after the  Suite  1320 Commencement  Date,  any  portion  of the Construction  Allowance not  disbursed  to  Lessee  shall  accrue  to  the  sole  benefit  of  Lessor,  it being understood  that Lessee shall not be entitled to any credit, abatement or other concession  in connection  therewith.   In the event of Lessee's default at the time of any request for payment  of the Construction Allowance, Lessor may withhold  payment until Lessee's cure of the default.


		
	4.
	Lessee shall be responsible for all applicable state sales or use taxes, if any, payable in connection with the Lessee Improvements and/or Construction Allowance.




		
	5.
	In performing construction of Lessee Improvements, Lessee shall, with regard to the construction of Lessee Improvements, be bound by each and every term of the Lease Agreement. Without in any way limiting the foregoing provisions of this Paragraph 5, the following provisions shall be applicable to Lessee's obligation to construct Lessee Improvements:




		
	(a)
	Lessee shall cause the Lessee Improvements to be constructed in accordance with the approved plans and all applicable laws, rules, regulations, ordinances and restrictive covenants and otherwise in a good and workmanlike manner.





Exhibit D-2






		
	(b)
	Lessee and each of Lessee's contractors shall comply with all rules and regulations for the Buildings.




		
	(c)
	Prior to commencement of construction of Lessee Improvements, Lessee shall submit to Lessor a list setting forth the name of each of Lessee's contractors and the work that will be performed by each such contractor. Any approval by Lessor of any of Lessee's contractors shall not in any way be construed as or constitute a representation by or warranty of Lessor as to the abilities of the contractor.




		
	(d)
	Lessee shall cause each of Lessee's contractors to deliver Lessor sufficient evidence (which shall include, without limitation, certificates  of insurance naming Lessor and Manager as additional insureds) that such contractor is covered under such workmen's  compensation,  (or statutorily permitted waiver thereof), commercial general liability and property damage insurance as Lessor may reasonably request for its protection. All such evidence of insurance must be submitted to and approved by Lessor prior to commencement of construction of Lessee Improvements.




		
	(e)
	Prior to the execution of the construction contract for the construction of Lessee Improvements, Lessee shall submit the proposed form thereof to Lessor for Lessor's review and acceptance. Such contract shall,  without in any way limiting Lessor's right to approve the form of such contract, (i)require the contractor to waive all contractual, statutory and constitutional liens against the Leased Premises, the Buildings and the Property as a condition to receipt of any payments thereunder, (ii) require the contractor to conform to the Building Rules and Agreed Regulations and any Building rules applicable to contractors performing work in the Buildings, (iii) require the contractor to deliver the certificates of insurance (and such other evidence of insurance as is required by Lessor) referred to above, (iv) recognize that Lessor is a third party beneficiary with respect to all warranties (implied or expressed) under the contract or otherwise applicable to Lessee Improvements at law or in equity, and as a third party beneficiary, Lessor shall have the absolute right (but not the obligation) to enforce each and every such warranty, (v) require the contractor to complete construction of Lessee Improvements on or prior to the Suite 1320 Commencement Date, and (vi) require the contractor to work in harmony and cooperate with each other contractor performing work in the Suite 1320 Expansion Space.




		
	(f)
	Prior to commencement of construction of Lessee Improvements (including, without limitation, demolition of any existing improvements to allow for the construction of Lessee Improvements), the final plans will, if required by applicable laws, be approved by the appropriate governmental agency and all notices required to be given to any governmental agency shall have been given in a timely manner . In addition to obtaining all required approvals and permits, the final plans for any portion of the Lessee Improvements which may affect the structural integrity of the Buildings, must be stamped by a structural engineer approved by Lessor, and such final plans must contain a certification that such alterations will not adversely affect the structural integrity of the Buildings.




		
	(g)
	All materials used in the construction of Lessee Improvements shall be new and first class quality (other than materials located in the Suite 1320 Expansion Space on the Effective Date of Lease Amendment # 17). All doors, light fixtures, ceiling tiles and other improvements in the Suite 1320 Expansion Space having building standard specifications shall comply with such specifications.




		
	(h)
	Lessee shall maintain the Suite 1320 Expansion Space and the surrounding areas in a clean and orderly condition during construction. Lessee  will  cause  Lessee's  contractors  to  promptly  remove  from  the Buildings,  by  use of their own trash  containers, all rubbish, dirt, debris and  flammable  waste,  as  well  as  all  unused  construction   materials, equipment,   shipping   containers  and  packaging  generated  by   Lessee Improvements ;   neither    Lessee   nor   Lessee's   contractors   shall   be permitted  to deposit any  such materials  in  Lessor's trash  containers or elsewhere   in  the  Buildings  storage  of  construction   materials,  tools, equipment and debris shall be confined within the Suite 1320 Expansion Space.




		
	(i)
	Lessor shall not be liable for any injury, loss or damage to any of Lessee Improvements or other installations.




		
	(j)
	Lessee shall indemnify and hold harmless Lessor from and against any and all costs, expenses, claims, liabilities and causes of action arising out of or in connection with work performed by or on behalf of Lessee or Lessee's contractors.



Exhibit D-2








		
	(k)
	Notwithstanding the fact that Lessor shall be a third party beneficiary of any and all warranties under the contract for construction of Lessee Improvements and any and all warranties applicable to Lessee Improvements at law or in equity, Lessor shall in no way be responsible for the function and/or maintenance of Lessee Improvements.


(I)       Lessee's general contractor shall obtain a payment and performance  bond reasonably  acceptable  to  Lessor  covering  the  construction  of  Lessee Improvements.


6.Lessee  accepts the  Leased  Premises  in  its "AS-IS"  condition  and  configuration, without representation  or  warranty  by  Lessor  or anyone  acting on  Lessor's behalf,  it  being  agreed  that Lessor  shall  not  be  required  to  perform  any  work  or  incur  any  costs  in  connection  with  the construction  or demolition  of any improvements  in the  Suite  1320 Expansion  Space, except  as provided above with respect to payment of the Construction Allowance.


7.This Leasehold Improvements Agreement shall not be applicable to any additional space added to the Leased Premises at any time after the Effective Date of Lease Amendment # 17, whether by any options under the Lease Agreement or otherwise, or to any portion of the Leased Premises or any additions to the Leased Premises in the event of a renewal or extension of the Term, whether by any options under the Lease Agreement or otherwise, unless expressly so provided in the Lease Agreement or any amendment or supplement to the Lease Amendment # I7.  All capitalized terms used in this Leasehold  Improvements Agreement  but not defined herein shall have the same meanings ascribed to such terms in the Lease Agreement.



Exhibit D-2