Tax Sharing Agreement (2014)Full Document 

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TAX SHARING AGREEMENT

BY AND AMONG

DIAMONDBACK ENERGY, INC.,

AND

VIPER ENERGY PARTNERS LP

, 2014


TAX SHARING AGREEMENT

BY AND AMONG

DIAMONDBACK ENERGY, INC. AND VIPER ENERGY PARTNERS LP

Tax Sharing Agreement (the "Agreement"), dated this [ ] day of 2014, by and among DIAMONDBACK ENERGY, INC. ("DBE"), a Delaware corporation, and VIPER ENERGY PARTNERS LP (the "Partnership"), a Delaware limited partnership.

RECITALS

WHEREAS, DBE is the owner of the member interests of Viper Energy Partners GP LLC (the general partner of the Partnership) and common units of the Partnership;

WHEREAS, the Partnership Group (as defined below) includes various entities that may be required to join with DBE or its affiliates in the filing of a consolidated, combined or unitary state tax return;

WHEREAS, the Parties (as defined below) wish to set forth the general principles under which they will allocate and share various Taxes (as defined below) and related liabilities;

WHEREAS, DBE, on behalf of itself and its present and future subsidiaries other than the Partnership Group ("DBE Group"), and the Partnership, on behalf of itself and its present and future subsidiaries (the "Partnership Group"), are entering into this Agreement to provide for the allocation among the DBE Group and the Partnership Group of all responsibilities, liabilities and benefits relating to any Tax for which a Combined Return (as defined below) is filed for a taxable period including or beginning on or after the Effective Date (as defined below) and to provide for certain other matters;

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE I

Definitions

1.1 Definitions. The following terms shall have the following meanings (such meanings to be equally applicable to both the singular and the plural forms of the terms defined):

"Accounting Referee" is defined in Section 6.11 herein.

"Code" means the Internal Revenue Code of 1986, as amended, or any successor thereto, as in effect for the taxable period in question.

"Combined Group" means a group of corporations or other entities that files a Combined Return.

2


"Combined Return" means any Tax Return (other than a Tax Return for U.S. federal income taxes) filed on a consolidated, combined (including nexus combination, worldwide combination, domestic combination, line of business combination or any other form of combination) or unitary basis that includes activities of any member of the DBE Group and any member of the Partnership Group.

"DBE Group" is defined in the Recitals to this

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