EX-10.1



 Exhibit 10.1 
 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 

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.” 

RECITALS 

WHEREAS, Diamondback owns a 100% limited partner interest in MLP (the “Initial LP Interest”), and MLP GP owns a
non-economic general partner interest in MLP; 
 WHEREAS, Diamondback owns a 100% limited liability company interest in
MLP GP and a 100% limited liability company interest in OpCo; 
 WHEREAS, Diamondback and MLP GP entered into an
Agreement of Limited Partnership of MLP, dated as of February 27, 2014 (the “Original LPA”); 

WHEREAS, each of the following actions will occur at the times specified hereafter: 

 

	 	1.	Diamondback and MLP GP will amend and restate the Original LPA; 

  

	 	2.	Diamondback shall contribute, assign, transfer, convey and deliver a subordinated note from OpCo for the principal sum of $400 million (the “Subordinated
Note”) to OpCo and a 100% limited liability company interest in OpCo to MLP in exchange for the Sponsor Units and the right to receive the Deferred Issuance and Distribution; 


 

	 	3.	In connection with a firm commitment underwritten offering of Common Units (the “Offering”), the public, through the Underwriters, will contribute cash
to the Partnership pursuant to the Underwriting Agreement, net of the Underwriters’ Discount, in exchange for Common Units; and 

  

	 	4.	The Partnership will distribute the proceeds of the Offering, net of the Underwriters’ Discount and estimated expenses incurred in connection with the Offering, to
Diamondback; 

 WHEREAS, each of the Parties and the stockholders, members, partners, boards of directors
or managers of the Parties, as the case may be, have taken all corporate, partnership, limited liability company or other action, as the case may be, required to be taken to approve the transactions contemplated by this Agreement; and 

WHEREAS, MLP may adjust upward or downward the number of Firm Units, with corresponding adjustments to the total number of Common
Units to be offered to the public through the Underwriters. 







 NOW THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties hereto hereby agree as follows: 
 ARTICLE I 
 DEFINITIONS 

The following defined terms will have the meaning given below: 
 “A&R LPA” means the First Amended and Restated Agreement of Limited Partnership of the Partnership, substantially in the form attached as Appendix A to the prospectus constituting
part of the Registration Statement. 
 “Common Units” has the meaning set forth in the A&R LPA. 

“Deferred Issuance and Distribution” has the meaning set forth in Section 3.1. 

“Diamondback” has the meaning set forth in the introductory paragraph of this Agreement. 

“Effective Time” means the date and time of the delivery of the Firm Units and payment therefor as set forth in the
Underwriting Agreement. 
 “Firm Net Proceeds” means the proceeds of the offering of the Firm Units, net of the
Underwriters’ Discount and estimated expenses incurred in connection with the Offering. 
 “Firm Units”
means the Common Units to be sold to the Underwriters pursuant to the terms of the Underwriting Agreement, excluding the Option Units. 
 “Initial LP Interest” has the meaning set forth in the Recitals of this Agreement. 
 “MLP” has the meaning set forth in the introductory paragraph of this Agreement. 
 “MLP GP” has the meaning set forth in the introductory paragraph of this Agreement. 
 “Offering” has the meaning set forth in the Recitals of this Agreement. 
 “OpCo” has the meaning set forth in the introductory paragraph of this Agreement. 
 “Option Units” means the Common Units subject to the Underwriters’ Option. 
 “Original LPA” has the meaning set forth in the Recitals of this Agreement. 
 “Registration Statement” means the Registration Statement on Form S-1 filed with the Securities and Exchange Commission (Registration
No. 333-[            ]), as amended. 
 “Sponsor
Units” shall mean [            ] Common Units; provided that if MLP increases the number of Firm Units, the Sponsor Units will be decreased by a number of Common Units equal


  
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to 115% (to accommodate the corresponding increase in the number of Option Units and Deferred Issuance and Distribution) of such increase and if MLP decreases the number of Firm Units, the
Sponsor Units will be increased by a number of Common Units equal to 115% of such decrease. 
 “Subordinated
Note” has the meaning set forth in the Recitals of this Agreement. 
 “Underwriters” means the
underwriting syndicate listed in Schedule I of the Underwriting Agreement. 
 “Underwriters’
Discount” means the Underwriters’ discount as set forth in the Underwriting Agreement. 

“Underwriters’ Option” means the Underwriter’s option to purchase a number of Common Units up to 15% of the
Firm Units pursuant to the Underwriting Agreement. 
 “Underwriting Agreement” means a firm commitment
underwriting agreement to be entered into among MLP GP, MLP, Diamondback and the Underwriters, in substantially the form attached as Exhibit 1.1 to the Registration Statement. 

ARTICLE II 

CONTRIBUTIONS AND OTHER MATTERS 
 Immediately prior to the Effective Time, the following capital contributions and transactions shall be completed in the order set forth below: 

Section 2.1 Execution of A&R LPA. 
 Diamondback and MLP GP shall amend and restate the Original LPA by executing the A&R LPA, with such changes as Diamondback and MLP GP may deem necessary or advisable. 

Section 2.2 Redemption of Initial LP Interest. 
 The Initial LP Interest held by Diamondback shall be redeemed for $100.00. 

Section 2.3 Contribution of Subordinated Note and Interests in OpCo. 

Diamondback shall contribute, assign, transfer, convey and deliver the Subordinated Note to OpCo and a 100% limited liability company
interest in OpCo to MLP, and OpCo and MLP hereby accepts the Subordinated Note and interest, respectively, in exchange for the Sponsor Units and the right to receive the Deferred Issuance and Distribution. 

Section 2.4 Execution of Registration Rights Agreement. 

Diamondback and MLP shall execute a Registration Rights Agreement in substantially the form attached as Exhibit 4.1 to the Registration
Statement. 

  
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 Section 2.5 Underwriter Cash Contribution. 

The Parties acknowledge that MLP is undertaking the Offering, and the public through the Underwriters, pursuant to the Underwriting
Agreement, will make a capital contribution to MLP in cash in an amount determined pursuant to the terms of the Underwriting Agreement in exchange for the issuance by MLP to the Underwriters of the Firm Units and the Option Units, as applicable.

 Section 2.6 Use of Offering Proceeds. 
 The Parties acknowledge an intention for MLP to distribute the Firm Net Proceeds to Diamondback. 
 ARTICLE III 
 DEFERRED ISSUANCE AND DISTRIBUTION 

Section 3.1 Upon the earlier to occur of the expiration of the Underwriters’ Option period or the exercise in full of the
Underwriters’ Option, MLP shall issue to Diamondback a number of additional Common Units that is equal to the excess, if any, of (x) the total number of Option Units over (y) the aggregate number of Common Units, if any, actually
purchased by and issued to the Underwriters pursuant to the exercise(s) of the Over-Allotment Option. Upon each exercise of the Underwriters’ Option, MLP shall distribute to Diamondback an amount of cash equal to the proceeds, net of the
Underwriters’ Discount, of each such exercise (such net proceeds, together with any Common Units issued to Diamondback pursuant to the preceding sentence, the “Deferred Issuance and Distribution”). 

ARTICLE IV 

MISCELLANEOUS 
 Section 4.1 Further Assurances. 
 From time to time, and without any
further consideration, the Parties agree to execute, acknowledge and deliver all such additional deeds, assignments, bills of sale, conveyances, instruments, notices, releases, acquittances and other documents, and to do all such other acts and
things, all in accordance with applicable law, as may be necessary or appropriate (a) more fully to assure that the applicable Parties own all of the properties, rights, titles, interests, estates, remedies, powers and privileges granted by
this Agreement, or which are intended to be so granted, (b) more fully and effectively to vest in the applicable Parties and their respective successors and assigns beneficial and record title to the interests contributed and assigned by this
Agreement or intended to be so and (c) more fully and effectively carry out the purposes and intent of this Agreement. 

Section 4.2 Successors and Assigns. 
 The Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. 

  
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 Section 4.3 No Third Party Rights. 

The provisions of this Agreement are intended to bind the Parties as to each other and are not intended to and do not create rights in any
other person or confer upon any other person any benefits, rights or remedies and no person is or is intended to be a third party beneficiary of any of the provisions of this Agreement. 

Section 4.4 Severability. 
 If any of the provisions of this Agreement are held by any court of competent jurisdiction to contravene, or to be invalid under, the laws of any political body having jurisdiction over the subject matter
hereof, such contravention or invalidity shall not invalidate the entire Agreement. Instead, this Agreement shall be construed as if it did not contain the particular provision or provisions held to be invalid, and an equitable adjustment shall be
made and necessary provision added so as to give effect to the intention of the Parties as expressed in this Agreement at the time of execution of this Agreement. 
 Section 4.5 Entire Agreement. 
 This Agreement and the instruments
referenced herein supersede all previous understandings or agreements among the Parties, whether oral or written, with respect to the subject matter of this Agreement and such instruments. This Agreement and such instruments contain the entire
understanding of the Parties with respect to the subject matter hereof and thereof. No understanding, representation, promise or agreement, whether oral or written, is intended to be or shall be included in or form part of this Agreement unless it
is contained in a written amendment hereto executed by the Parties after the date of this Agreement. 
 Section 4.6
Amendment or Modification. 
 This Agreement may be amended or modified at any time or from time to time only by a written
instrument, specifically stating that such written instrument is intended to amend or modify this Agreement, signed by each of the Parties. 
 Section 4.7 Construction. 
 All Article and Section headings in this
Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any of the provisions hereof. All references herein to Articles and Sections shall, unless the context requires a different construction,
be deemed to be references to the Articles and Sections of this Agreement. The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole,
and not to any particular provision of this Agreement. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders, and the singular shall include the plural and vice versa.
The use herein of the word “including” following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar
items or matters, whether or not non-limiting language (such as “without limitation”, “but not limited to”, or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or
matters that could reasonably fall within the broadest possible scope of such general statement, term or matter. 

  
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 Section 4.8 Counterparts. 

This Agreement may be executed in any number of counterparts with the same effect as if all Parties had signed the same document. All
counterparts shall be construed together and shall constitute one and the same instrument. The delivery of an executed counterpart copy of this Agreement by facsimile or electronic transmission in PDF format shall be deemed to be the equivalent
of delivery of the originally executed copy thereof. 
 Section 4.9 Deed; Bill of Sale; Assignment. 

To the extent required and permitted by applicable law, this Agreement shall also constitute a “deed,” “bill of sale”
or “assignment” of the assets and interests referenced herein. 
 Section 4.10 Applicable Law. 

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the principles
of conflicts of law. 

  
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 IN WITNESS WHEREOF, this Agreement has been duly executed by the Parties as of the
date first written above. 
  

					
		 	DIAMONDBACK ENERGY, INC.
			
		 	By:	 	  

		 	Name:	 	
		 	Title:	 	
		
		 	VIPER ENERGY PARTNERS LLC
			
		 	By:	 	  

		 	Name:	 	
		 	Title:	 	
		
		 	VIPER ENERGY PARTNERS GP LLC
			
		 	By:	 	  

		 	Name:	 	
		 	Title:	 	
		
		 	VIPER ENERGY PARTNERS LP
		
		 	By: Viper Energy Partners GP LLC, its general partner
			
		 	By:	 	  

		 	Name:	 	
		 	Title:	 	

 SIGNATURE PAGE 

CONTRIBUTION AGREEMENT