On 2012年5月7日, the Company entered into a contribution agreement with Diamondback Energy, Inc.(“响尾蛇”). Under the terms of the contribution agreement, the Company agreed to contribute to Diamondback, prior to the closing of the Diamondback initial public offering ("Diamondback IPO"), all its oil and gas interests in the Permian Basin in exchange for (i) shares of common stock representing 35响尾蛇公司发行在外的普通股的% immediately prior to the closing of the Diamondback IPO and (ii) $63,590,050.00 in the form of a non-interest bearing promissory note, which will be repaid in full upon the closing of the Diamondback IPO with a portion of the net proceeds from that offering. The aggregate consideration payable to the Company is subject to a post-closing cash adjustment based on changes in the working capital, long-term debt and other items of 温莎二叠纪 LLC ("温莎二叠纪") referred to in the contribution agreement as of the date of the contribution. 温莎二叠纪, 一个由韦克斯福德控制的实体, is the operator of the Company's acreage to be contributed and will be a wholly-owned subsidiary of Diamondback at the time of the contribution. The Company's obligation to make this contribution is contingent upon, 除此之外, the contribution to Diamondback of all the outstanding equity interests in 温莎二叠纪, the Company's satisfaction with the terms of the Diamondback IPO and customary closing conditions. 根据出资协议, the Company is generally responsible for all liabilities and obligations with respect to the contributed properties arising prior to the contribution and Diamondback is responsible for such liabilities and obligations with respect to the contributed properties arising after the contribution.

关于捐款, the Company and Diamondback will enter into an investor rights agreement in which the Company will have the right, for so long as it beneficially owns more than 10响尾蛇公司发行在外的普通股的%, to designate one individual as a nominee to serve on Diamondback's board of directors. 这样的候选人, 如果当选为响尾蛇董事会成员, will also serve on each committee of the board so long as he or she satisfies the independence and other requirements for service on the applicable committee of the board. So long as the Company has the right to designate a nominee to Diamondback's board and there is no Gulfport nominee actually serving as a Diamondback director, the Company will have the right to appoint one individual as an advisor to the board who shall be entitled to attend board and committee meetings. The Company will also be entitled to certain information rights and Diamondback will grant the Company certain demand and "piggyback" registration rights obligating Diamondback to register with the SEC any shares of Diamondback common stock that the Company owns. 如果捐款已经完成, the Company will own a 35% equity interest in Diamondback immediately prior to the closing of the Diamondback IPO, rather than leasehold interests in the Company's Permian Basin acreage.