We estimate that our
out-of-pocket
expenses for this offering will be approximately $500,000. We have also agreed to reimburse the underwriters for certain of its expenses in an amount up to
$20,000 as set forth in the underwriting agreement.
In connection with this offering, we agreed that, subject to certain exceptions, we
will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the SEC a registration statement under the Securities Act relating to, any common units or securities convertible into or exchangeable or
exercisable for any common units, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, without the prior written consent of the representative for a period of 45 days after the date of this prospectus
supplement.
We, our general partner, Diamondback and the directors and executive officers of our general partner have agreed that, for a
period of 45 days after the date of this prospectus supplement, we and they will not directly or indirectly, without the prior written consent of the representative, (1) offer for sale, sell, pledge, or otherwise dispose of (or enter into any
transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any common units, Class B units (including, without limitation, common units and Class B units that
may be deemed to be beneficially owned by us or them in accordance with the rules and regulations of the SEC and common units and Class B units that may be issued upon exercise of any options or warrants) or securities convertible into or
exercisable or exchangeable for common units or Class B units (other than common units issued pursuant to employee benefit plans, qualified option plans or other employee compensation plans existing on the date of this prospectus supplement,
any exchange or redemption at any time or from time to time of any and all Class B units and OpCo units for common units and any transfer by Diamondback of any and all of its common units, Class B units and OpCo units to any of its
affiliates), or sell or grant options, rights or warrants with respect to any common units or securities convertible into or exchangeable for common units, (2) enter into any swap or other derivatives transaction that transfers to another, in
whole or in part, any of the economic benefits or risks of ownership of common units or Class B units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of common units, Class B units
or other securities, in cash or otherwise, (3) make any demand for or exercise any right or file or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any common units, Class B
units or securities convertible, exercisable or exchangeable into common units, Class B units or any of our other securities (other than any registration statement on Form
S-8),
or (4) publicly
disclose the intention to do any of the foregoing.
These
lock-up
restrictions are subject to
certain specific exceptions, including, in the case of the executive officers and directors of our general partner, (i) transfers of common units as bona fide gifts or other dispositions of units made exclusively between or among members of
such holders immediate family members or affiliates, including partners or limited liability company members, provided that the recipient of the units agrees to be bound by the same restrictions on transfers or other dispositions, no public
filing shall be required or voluntarily made during the term of the
lock-up
in connection therewith and the representative is notified of such proposed transfer or disposition at least two business days in
advance thereof, and (ii) the sale of up to 75,000 common units per day in the aggregate during the
lock-up
period.
The representative, in its sole discretion, may release the common units and other securities subject to the
lock-up
agreements described above in whole or in part at any time. When determining whether or not to release common units and other securities from
lock-up
agreements,
the representative will consider, among other factors, the holders reasons for requesting the release, the number of common units and other securities for which the release is being requested and market conditions at the time.
We have agreed to indemnify the underwriters against liabilities under the Securities Act, or contribute to payments that the underwriters may
be required to make in that respect.
S-18