Common use of Evidence of Action by Holders Clause in Contracts

Evidence of Action by Holders. Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of the Notes may take action (including the making of any demand or request, the giving of any direction, notice, consent or waiver or the taking of any other action) the fact that at the time of taking any such action the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Holders in person or by agent or proxy appointed in writing, (b) by the record of the Holders voting in favor thereof at any meeting of Holders duly called and held in accordance with procedures approved by the Trustee, (c) by a combination of such instrument or instruments and any such record of such a meeting of Holders or (d) in the case of Notes evidenced by a Global Note, by any electronic transmission or other message, whether or not in written format, that complies with the Depositary’s applicable procedures. Dated as of December 20, 2016. DIAMONDBACK ENERGY, INC. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: Chief Financial Officer DIAMONDBACK E&P LLC By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: Chief Financial Officer DIAMONDBACK O&G LLC By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: Chief Financial Officer ▇▇▇▇▇ FARGO BANK, National Association By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Vice President No. ___ $____________ [or such greater or lesser amount as may be indicated on the attached Schedule of Exchanges of Interests in the Global Note] promises to pay to or registered assigns, the principal sum of __________________________________________________________ DOLLARS [or such greater or lesser amount as may be indicated on the attached Schedule of Exchanges of Interests in the Global Note] on May 31, 2025. Interest Payment Dates: May 31 and November 30 Record Dates: May 15 and November 15 Dated: _______________ DIAMONDBACK ENERGY, INC. By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: ▇▇▇▇▇ FARGO BANK, National Association, as Trustee By: Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Evidence of Action by Holders. Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of the Notes may take action (including the making of any demand or request, the giving of any direction, notice, consent or waiver or the taking of any other action) the fact that at the time of taking any such action the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Holders in person or by agent or proxy appointed in writing, (b) by the record of the Holders voting in favor thereof at any meeting of Holders duly called and held in accordance with procedures approved by the Trustee, (c) by a combination of such instrument or instruments and any such record of such a meeting of Holders or (d) in the case of Notes evidenced by a Global Note, by any electronic transmission or other message, whether or not in written format, that complies with the Depositary’s applicable procedures. Dated as of December 20July 30, 2016. DIAMONDBACK ENERGY2012 By: QRE GP, INC. LLC, its general partner By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Chief Financial Officer DIAMONDBACK E&P LLC By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Chief Financial Officer DIAMONDBACK O&G LLC By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Chief Financial Officer ▇▇▇▇▇ FARGO BANK, National Association as Trustee By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Assistant Vice President No. ___ $____________ [or such greater or lesser amount as may be indicated on the attached Schedule of Exchanges of Interests in the Global Note] promises $ promise to pay pay, jointly and severally, to or registered assigns, the principal sum of __________________________________________________________ DOLLARS [or such greater or lesser amount as may be indicated on the attached Schedule of Exchanges of Interests in the Global Note] on May 31August 1, 20252020. Interest Payment Dates: May 31 February 1 and November 30 August 1 Record Dates: May January 15 and November July 15 Dated: _______________ DIAMONDBACK , 2012 QR ENERGY, INC. LP By: QRE GP, LLC, its general partner By: Name: Title: QRE FINANCE CORPORATION By: Name: Title: Certificate of Authentication: This is one of the Notes referred to in the within-mentioned Indenture: ▇▇▇▇▇ FARGO BANK, U.S. Bank National Association, as Trustee By: Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.:

Evidence of Action by Holders. Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of the Notes may take action (including the making of any demand or request, the giving of any direction, notice, consent or waiver or the taking of any other action) the fact that at the time of taking any such action the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Holders in person or by agent or proxy appointed in writing, (b) by the record of the Holders voting in favor thereof at any meeting of Holders duly called and held in accordance with procedures approved by the Trustee, (c) by a combination of such instrument or instruments and any such record of such a meeting of Holders or (d) in the case of Notes evidenced by a Global Note, by any electronic transmission or other message, whether or not in written format, that complies with the Depositary’s applicable procedures. Dated as of December 20October 28, 2016. DIAMONDBACK ENERGY, INC. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: Chief Financial Officer DIAMONDBACK E&P LLC By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: Chief Financial Officer DIAMONDBACK O&G LLC By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: Chief Financial Officer ▇▇▇▇▇ FARGO BANK, National Association By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Vice President No. ___ $____________ [or such greater or lesser amount as may be indicated on the attached Schedule of Exchanges of Interests in the Global Note] promises to pay to or registered assigns, the principal sum of __________________________________________________________ DOLLARS [or such greater or lesser amount as may be indicated on the attached Schedule of Exchanges of Interests in the Global Note] on May 31November 1, 20252024. Interest Payment Dates: May 31 1 and November 30 1 Record Dates: May April 15 and November October 15 Dated: _______________ DIAMONDBACK ENERGY, INC. By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: ▇▇▇▇▇ FARGO BANK, National Association, as Trustee By: Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.:

Evidence of Action by Holders. Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of the Notes may take action (including the making of any demand or request, the giving of any direction, notice, consent or waiver or the taking of any other action) the fact that at the time of taking any such action the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Holders in person or by agent or proxy appointed in writing, (b) by the record of the Holders voting in favor thereof at any meeting of Holders duly called and held in accordance with procedures approved by the Trustee, (c) by a combination of such instrument or instruments and any such record of such a meeting of Holders or (d) in the case of Notes evidenced by a Global Note, by any electronic transmission or other message, whether or not in written format, that complies with the Depositary’s applicable procedures. Dated as of December 20March 27, 2016. DIAMONDBACK ENERGY2013 By: Exterran General Partner, INC. L.P., its general partner By: Exterran GP LLC, its general partner By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Senior Vice President and Chief Financial Officer DIAMONDBACK E&P LLC By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Senior Vice President and Chief Financial Officer DIAMONDBACK O&G LLC By: Exterran Partners, L.P., its sole member By: Exterran General Partner, L.P., its general partner By: Exterran GP LLC, its general partner By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Senior Vice President and Chief Financial Officer By: EXLP Operating LLC, its sole member By: Exterran Partners, L.P., its sole member By: Exterran General Partner, L.P., its general partner By: Exterran GP LLC, its general partner By: /s/ ▇▇▇▇▇ FARGO BANK, National Association ▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Senior Vice President and Chief Financial Officer By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ Name: ▇▇▇▇▇▇▇ . ▇▇▇▇▇▇▇▇ Title: Vice President No. ___ $____________ [or such greater or lesser amount as may be indicated on the attached Schedule of Exchanges of Interests in the Global Note] promises to pay to or registered assigns, the principal sum of __________________________________________________________ DOLLARS [or such greater or lesser amount as may be indicated on the attached Schedule of Exchanges of Interests in the Global Note] on May 31, 2025. Interest Payment Dates: May 31 and November 30 Record Dates: May 15 and November 15 Dated: _______________ DIAMONDBACK ENERGY, INC. By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: ▇▇▇▇▇ FARGO BANK, National Association, as Trustee By: Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.President

Evidence of Action by Holders. Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of the Notes may take action (including the making of any demand or request, the giving of any direction, notice, consent or waiver or the taking of any other action) the fact that at the time of taking any such action the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Holders in person or by agent or proxy appointed in writing, (b) by the record of the Holders voting in favor thereof at any meeting of Holders duly called and held in accordance with procedures approved by the Trustee, (c) by a combination of such instrument or instruments and any such record of such a meeting of Holders or (d) in the case of Notes evidenced by a Global Note, by any electronic transmission or other message, whether or not in written format, that complies with the Depositary’s applicable procedures. Dated as of December 20October 19, 20162023. DIAMONDBACK ENERGYVIPER ENERGY PARTNERS LP By: Viper Energy Partners GP LLC, INC. its general partner By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: Executive Vice President, Chief Financial Officer DIAMONDBACK E&P and Assistant Secretary VIPER ENERGY PARTNERS LLC By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: Executive Vice President, Chief Financial Officer DIAMONDBACK O&G LLC By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: Chief Financial Officer ▇▇▇▇▇ FARGO BANKand Assistant Secretary COMPUTERSHARE TRUST COMPANY, National Association NATIONAL ASSOCIATION By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Vice President No. ___ $____________ $ [or such greater or lesser amount as may be indicated on the attached Schedule of Exchanges of Interests in the Global Note] promises to pay to or registered assigns, the principal sum of __________________________________________________________ DOLLARS [or such greater or lesser amount as may be indicated on the attached Schedule of Exchanges of Interests in the Global Note] on May 31November 1, 20252031. Interest Payment Dates: May 31 1 and November 30 1 Record Dates: May April 15 and November October 15 Dated: _______________ DIAMONDBACK ENERGYVIPER ENERGY PARTNERS LP By: Viper Energy Partners GP LLC, INC. its general partner By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: ▇▇▇▇▇ FARGO BANKCOMPUTERSHARE TRUST COMPANY, National AssociationNATIONAL ASSOCIATION, as Trustee By: Authorized Signatory Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Evidence of Action by Holders. Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of the Notes may take action (including the making of any demand or request, the giving of any direction, notice, consent or waiver or the taking of any other action) the fact that at the time of taking any such action the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Holders in person or by agent or proxy appointed in writing, (b) by the record of the Holders voting in favor thereof at any meeting of Holders duly called and held in accordance with procedures approved by the Trustee, (c) by a combination of such instrument or instruments and any such record of such a meeting of Holders or (d) in the case of Notes evidenced by a Global Note, by any electronic transmission or other message, whether or not in written format, that complies with the Depositary’s applicable procedures. Dated as of December 20September 18, 20162013. DIAMONDBACK ENERGY, INC. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Chief Financial Executive Officer DIAMONDBACK E&P LLC LLC, By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Chief Financial Executive Officer DIAMONDBACK O&G LLC LLC, By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Chief Financial Executive Officer ▇▇▇▇▇ FARGO BANK, National Association By: /s/ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Vice President No. ___ $____________ [or such greater or lesser amount as may be indicated on the attached Schedule of Exchanges of Interests in the Global Note] promises to pay to or registered assigns, the principal sum of __________________________________________________________ DOLLARS [or such greater or lesser amount as may be indicated on the attached Schedule of Exchanges of Interests in the Global Note] on May 31October 1, 20252021. Interest Payment Dates: May 31 April 1 and November 30 October 1 Record Dates: May March 15 and November September 15 Dated: _______________ DIAMONDBACK ENERGY, INC. By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: ▇▇▇▇▇ FARGO BANK, National Association, as Trustee By: Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.Authorized Signatory

Evidence of Action by Holders. Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of the Notes may take action (including the making of any demand or request, the giving of any direction, notice, consent or waiver or the taking of any other action) the fact that at the time of taking any such action the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Holders in person or by agent or proxy appointed in writing, (b) by the record of the Holders voting in favor thereof at any meeting of Holders duly called and held in accordance with procedures approved by the Trustee, (c) by a combination of such instrument or instruments and any such record of such a meeting of Holders or (d) in the case of Notes evidenced by a Global Note, by any electronic transmission or other message, whether or not in written format, that complies with the Depositary’s applicable procedures. Dated as of December 20May 27, 2016. DIAMONDBACK ENERGY2011 By: Eagle Rock Energy GP, INC. L.P., its general partner By: Eagle Rock Energy G&P, LLC, its general partner By: /s/ C▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: C▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Senior Vice President, General Counsel, Chief Financial Compliance Officer DIAMONDBACK E&P LLC and Secretary By: /s/ C▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: C▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Senior Vice President, General Counsel, Chief Financial Compliance Officer DIAMONDBACK O&G LLC and Secretary By: Eagle Rock Energy G&P, LLC, its general partner By: /s/ C▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: C▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: Chief Financial Officer ▇▇▇▇▇ FARGO BANK, National Association By: /s/ ▇▇▇▇▇▇▇ Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary By: /s/ C▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: C▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary By: /s/ C▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: C▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary By: Eagle Rock Pipeline GP, LLC, their general partner By: /s/ C▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: C▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary By: Eagle Rock Upstream Development Company II, Inc., its general partner By: /s/ C▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: C▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary By: Eagle Rock Upstream Development Company, Inc., its general partner By: /s/ C▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: C▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary By: /s/ S▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: S▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Vice President 83/8% Senior Notes due 2019 No. ___ $____________ [or such greater or lesser amount as may be indicated on the attached Schedule of Exchanges of Interests in the Global Note] promises $ promise to pay pay, jointly and severally, to or registered assigns, the principal sum of __________________________________________________________ DOLLARS [or such greater or lesser amount as may be indicated on the attached Schedule of Exchanges of Interests in the Global Note] on May 31June 1, 20252019. Interest Payment Dates: May 31 June 1 and November 30 December 1 Record Dates: May 15 and November 15 Dated: _______________ DIAMONDBACK ENERGY, INC2011 EAGLE ROCK ENERGY PARTNERS, L.P. By: Eagle Rock Energy GP, L.P., its general partner By: Eagle Rock Energy G&P, LLC, its general partner By: Name: Title: EAGLE ROCK ENERGY FINANCE CORP. By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: ▇▇▇▇▇ FARGO BANK, U.S. Bank National Association, as Trustee By: 83/8% Senior Notes due 2019 Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Evidence of Action by Holders. Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of the Notes may take action (including the making of any demand or request, the giving of any direction, notice, consent or waiver or the taking of any other action) the fact that at the time of taking any such action the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Holders in person or by agent or proxy appointed in writing, (b) by the record of the Holders voting in favor thereof at any meeting of Holders duly called and held in accordance with procedures approved by the Trustee, (c) by a combination of such instrument or instruments and any such record of such a meeting of Holders or (d) in the case of Notes evidenced by a Global Note, by any electronic transmission or other message, whether or not in written format, that complies with the Depositary’s applicable procedures. Dated as of December 20April 7, 2016. DIAMONDBACK ENERGY2014 By: Exterran General Partner, INC. L.P., its general partner By: Exterran GP LLC, its general partner By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Senior Vice President and Chief Financial Officer DIAMONDBACK E&P LLC By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Senior Vice President and Chief Financial Officer DIAMONDBACK O&G LLC By: Exterran Partners, L.P., its sole member By: Exterran General Partner, L.P., its general partner By: Exterran GP LLC, its general partner By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Senior Vice President and Chief Financial Officer By: EXLP Operating LLC, its sole member By: Exterran Partners, L.P., its sole member By: Exterran General Partner, L.P., its general partner By: Exterran GP LLC, its general partner By: /s/ ▇▇▇▇▇ FARGO BANK, National Association ▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Senior Vice President and Chief Financial Officer By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Vice President No. ___ $____________ [or such greater or lesser amount as may be indicated on the attached Schedule of Exchanges of Interests in the Global Note] promises to pay to or registered assigns, the principal sum of __________________________________________________________ DOLLARS [or such greater or lesser amount as may be indicated on the attached Schedule of Exchanges of Interests in the Global Note] on May 31, 2025. Interest Payment Dates: May 31 and November 30 Record Dates: May 15 and November 15 Dated: _______________ DIAMONDBACK ENERGY, INC. By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: ▇▇▇▇▇ FARGO BANK, National Association, as Trustee By: Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.President

Evidence of Action by Holders. Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of the Notes may take action (including the making of any demand or request, the giving of any direction, notice, consent or waiver or the taking of any other action) the fact that at the time of taking any such action the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Holders in person or by agent or proxy appointed in writing, (b) by the record of the Holders voting in favor thereof at any meeting of Holders duly called and held in accordance with procedures approved by the Trustee, (c) by a combination of such instrument or instruments and any such record of such a meeting of Holders or (d) in the case of Notes evidenced by a Global Note, by any electronic transmission or other message, whether or not in written format, that complies with the Depositary’s applicable procedures. Dated as of December 20, 2016. DIAMONDBACK BONANZA CREEK ENERGY, INC. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: Chief Financial Officer DIAMONDBACK E&P LLC By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Title: Interim President and Chief Financial Executive Officer DIAMONDBACK O&G BONANZA CREEK ENERGY OPERATING COMPANY, LLC By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: Chief Financial Officer ▇▇▇▇▇▇▇ FARGO BANKTitle: Interim President and Chief Executive Officer BONANZA CREEK ENERGY RESOURCES, National Association LLC By: /s/ ▇▇▇▇▇▇ ▇▇ . ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Title: Interim President and Chief Executive Officer BONANZA CREEK ENERGY MIDSTREAM, LLC By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Title: Interim President and Chief Executive Officer BONANZA CREEK ENERGY UPSTREAM LLC By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Title: Interim President and Chief Executive Officer ▇▇▇▇▇▇ EASTERN COMPANY, LLC By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Title: Interim President and Chief Executive Officer ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Vice President No. ___ $____________ $ [or such greater or lesser amount as may be indicated on the attached Schedule of Exchanges of Interests in the Global Note] promises to pay to or registered assigns, the principal sum of __________________________________________________________ DOLLARS [or such greater or lesser amount as may be indicated on the attached Schedule of Exchanges of Interests in the Global Note] on May 31February 1, 20252023. Interest Payment Dates: May 31 August 1 and November 30 February 1 Record Dates: May July 15 and November January 15 Dated: _______________ DIAMONDBACK BONANZA CREEK ENERGY, INC. By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: ▇▇▇▇▇ FARGO BANK, National AssociationNATIONAL ASSOCIATION, as Trustee By: Authorized Signatory Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.