Exhibit 4.2


 


DIAMONDBACK ENERGY, INC.,


 


as the Company


 


DIAMONDBACK O&G LLC,


 




as the Subsidiary Guarantor


 


and


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,


 


as the Trustee


 


0.900% Senior Notes due 2023


3.125% Senior Notes due 2031


4.400% Senior Notes due 2051




		 	 




 


THIRD SUPPLEMENTAL INDENTURE


 


Dated as of March 24, 2021


to the


 


INDENTURE


 


Dated as of December 5, 2019




		 	 



 



     


     


    




 


TABLE OF CONTENTS


 


	 		Page
	 	 	 
	Article I SCOPE OF SUPPLEMENTAL INDENTURE; GENERAL; THE NOTES	2
	 	 	 
	SECTION 1.1.	Scope of Supplemental Indenture; General	2
	SECTION 1.2.	Applicability of Sections of the Base Indenture	3
	SECTION 1.3.	Form, Dating and Terms	3
	SECTION 1.4.	Additional Notes	6
	 	 	 
	Article II CERTAIN DEFINITIONS	6
	 	 	 
	SECTION 2.1.	Certain Definitions	6
	 	 	 
	Article III REDEMPTION	16
	 	 	 
	SECTION 3.1.	Optional Redemption	16
	SECTION 3.2.	Sinking Fund; Mandatory Redemption	16
	SECTION 3.3.	Redemption Provisions	16
	 	 	 
	Article IV COVENANTS	17
	 	 	 
	SECTION 4.1.	Limitation on Liens	17
	SECTION 4.2.	Change of Control	17
	SECTION 4.3.	Reports	19
	SECTION 4.4.	Unrestricted Subsidiaries	20
	 	 	 
	Article V CONSOLIDATION, MERGER, SALE, CONVEYANCE, TRANSFER OR LEASE	20
	 	 	 
	Article VI DEFAULTS AND REMEDIES	21
	 	 	 
	SECTION 6.1.	Events of Default	21
	SECTION 6.2.	Acceleration of Maturity; Rescission and Annulment	23
	 	 	 
	Article VII SATISFACTION AND DISCHARGE; DEFEASANCE	23
	 	 	 
	Article VIII AMENDMENT, SUPPLEMENT AND WAIVER	24
	 	 	 
	SECTION 8.1.	Without Consent of Holders	24
	SECTION 8.2.	With Consent of Holders	25
	SECTION 8.3.	Limitations	26
	SECTION 8.4.	Compliance with Trust Indenture Act	27
	SECTION 8.5.	Revocation and Effect of Consents	27
	SECTION 8.6.	Notation on or Exchange of Notes	27
	SECTION 8.7.	Effect of Supplemental Indenture	27
	 	 	 
	Article IX SUBSIDIARY GUARANTEE	28
	 	 	 
	SECTION 9.1.	Release of a Guarantor	28
	SECTION 9.2.	Guarantee Evidenced by Indenture; No Notation of Guarantee	29



 



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	Article X MISCELLANEOUS	29
	 	 	 
	SECTION 10.1.	Governing Law	29
	SECTION 10.2.	Successors	29
	SECTION 10.3.	Multiple Originals	29
	SECTION 10.4.	Paying Agent and Security Registrar	29
	SECTION 10.5.	Severability	29
	SECTION 10.6.	Trust Indenture Act Controls	30
	SECTION 10.7.	Table of Contents; Headings	30
	SECTION 10.8.	No Adverse Interpretation of Other Agreements	30
	SECTION 10.9.	Ratification and Incorporation of Base Indenture	30
	SECTION 10.10.	Benefits of Supplemental Indenture	30



 


EXHIBITS


 


EXHIBIT A Form of 2023 Note


EXHIBIT B Form of 2031 Note


EXHIBIT C Form of 2051 Note


 



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THIRD SUPPLEMENTAL INDENTURE
dated as of March 24, 2021 (this “Supplemental Indenture”) by and among DIAMONDBACK ENERGY, INC., a Delaware
corporation (referred to herein as the “Company”), DIAMONDBACK O&G LLC, a Delaware limited liability company, as
the Subsidiary Guarantor (as defined below), and Wells Fargo Bank, National Association, a national banking association, as trustee (referred
to herein as the “Trustee”), supplementing the Indenture dated as of December 5, 2019, by and between the Company
and the Trustee (the “Base Indenture” and, as supplemented by this Supplemental Indenture, the “Indenture”).


 


Each party agrees as follows
for the benefit of the other parties and, with respect to each Series of Notes, for the equal and ratable benefit of the Holders
of Notes of such Series (as such terms are defined herein):


 


WHEREAS, the Company has duly
authorized the execution and delivery of the Base Indenture to provide for the issuance from time to time of the Company’s Securities
to be issued in one or more series as provided in the Indenture;


 


WHEREAS, Section 901 of
the Base Indenture provides that the Company, each Guarantor (if any) and the Trustee may, without the consent of any Holder, enter into
a supplemental indenture: (i) in accordance with clause (7) thereof, to establish the form and terms of Securities of any
series and any Guarantees thereof as permitted by the Base Indenture; (ii) in accordance with clause (5) thereof, to add
to, change, or eliminate any of the provisions of the Base Indenture in respect of one or more series of Securities or any Guarantees
thereof, provided that any such addition, change, or elimination (x) will neither (A) apply to any Security of any series created
prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (B) modify the rights of
the Holder of any such Security with respect to such provision or (y) will become effective only when there is no such Security Outstanding;
and (iii) in accordance with clause (10) thereof, to add any Person as an additional Guarantor under the Base Indenture;


 


WHEREAS, the Company has duly
authorized the issue of its (i) 0.900% Senior Notes due 2023 (the “2023 Notes”), (ii) 3.125% Senior Notes
due 2031 (the “2031 Notes”), and (iii) 4.400% Senior Notes due 2051 (the “2051 Notes” and together
with the 2023 Notes and the 2031 Notes, each, a “Series” or a “Series of Notes”), each as a
series of Securities under the Base Indenture (as they may be issued from time to time under this Supplemental Indenture, including any
Additional Notes (as defined below) issued pursuant to Section 1.4 of this Supplemental Indenture, the “Notes”);
and in connection therewith, there being no Notes Outstanding at the time of execution and delivery of this Supplemental Indenture, the
Company has duly determined to make, execute and deliver this Supplemental Indenture to establish the form and terms of the Notes and
the Guarantees thereof as required by the Base Indenture, to add to, change and eliminate certain provisions of the Base Indenture in
respect of the Notes and the Guarantees thereof, and to add the Subsidiary Guarantor as a Guarantor of each Series of the Notes;


 


WHEREAS, the Company and the
Subsidiary Guarantor have duly authorized the execution and delivery of this Supplemental Indenture, and have requested the Trustee to
join them in the execution and delivery of this Supplemental Indenture, in order to establish the form and terms of, and to provide for
the issuance by the Company of, each Series of Notes, substantially in the form attached hereto as Exhibit A, Exhibit B
or Exhibit C, as applicable, and the Guarantees thereof, on the terms set forth herein;


 



     


     


    

 


WHEREAS, the Company now wishes
to issue (i) $650,000,000 aggregate principal amount of the 2023 Notes, (ii) $900,000,000 aggregate principal amount of the
2031 Notes, and (iii) $650,000,000 aggregate principal amount of the 2051 Notes (collectively, the “Initial Notes”),
and the Subsidiary Guarantor as to each Series wishes to guarantee the payment of the Initial Notes of such Series;


 


WHEREAS, the conditions set
forth in the Base Indenture for the execution and delivery of this Supplemental Indenture have been complied with;


 


WHEREAS, all things necessary
have been done to make the Notes, when executed by the Company and authenticated and delivered by the Trustee or a duly authorized Authenticating
Agent, as provided in the Base Indenture, the valid and legally binding obligations of the Company; and


 


WHEREAS, all things necessary
have been done to make this Supplemental Indenture a valid agreement of the Company, the Subsidiary Guarantor and the Trustee, in accordance
with its terms, and a valid amendment of, and supplement to, the Base Indenture.


 


NOW, THEREFORE:


 


In consideration of the premises
and the purchase and acceptance of the Notes of any Series by the Holders thereof, the Company and the Subsidiary Guarantor as to
such Series covenant and agree with the Trustee, for the equal and ratable benefit of the Holders of the Notes of such Series, that
the Base Indenture is supplemented and amended, to the extent expressed herein, as follows:


 


Article I


 


SCOPE OF SUPPLEMENTAL INDENTURE; GENERAL; THE
NOTES


 


SECTION 1.1.     Scope
of Supplemental Indenture; General. This Supplemental Indenture supplements, and to the extent inconsistent therewith, replaces, the
provisions of the Base Indenture, to which provisions reference is hereby made.


 


The changes, modifications and
supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms
of, and shall be deemed expressly included in this Supplemental Indenture solely for the benefit of, the 2023 Notes (which shall be initially
in the aggregate principal amount of $650,000,000), the 2031 Notes (which shall be initially in the aggregate principal amount of $900,000,000)
and the 2051 Notes (which shall be initially in the aggregate principal amount of $650,000,000) and shall not apply to any other series
of Securities that have been or may be issued under the Base Indenture unless a supplemental indenture with respect to such other series
of Securities specifically incorporates such changes, modifications and supplements.


 



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SECTION 1.2.    Applicability
of Sections of the Base Indenture. Except as expressly specified hereby, each of the provisions of the Base Indenture shall apply
to the Notes. The First Supplemental Indenture, dated as of December 5, 2019, to the Base Indenture and the Second Supplemental
Indenture, dated as of May 26, 2020, to the Base Indenture shall not be applicable with respect to, and shall not govern the terms
of, the Notes.


 


SECTION 1.3.     Form,
Dating and Terms.


 


(a)            General.
The aggregate principal amount of each Series of Notes that may be authenticated and delivered under the Indenture is unlimited.
The aggregate principal amount of the Initial Notes initially authorized for authentication and delivery pursuant to this Supplemental
Indenture is (i) in the case of 2023 Notes, limited to $650,000,000, (ii) in the case of 2031 Notes, limited to $900,000,000
and (iii) in the case of 2051 Notes, limited to $650,000,000 (in each case, except for Notes authenticated and delivered upon registration
or transfer of, or in exchange for, or in lieu of other Notes pursuant to Section 1.3(b), 1.3(c), 4.2(c) and
8.6 of this Supplemental Indenture and Sections 304, 305, 306 and 1107 of the Base Indenture). Pursuant to this Supplemental
Indenture, there are hereby created and designated three series of Securities under the Indenture entitled (i) “0.900% Senior
Notes due 2023,” (ii) “3.125% Senior Notes due 2031” and (iii) “4.400% Senior Notes due 2051,”
respectively.


 


In addition, with respect to
each Series of Notes, the Company may issue, from time to time subsequent to the Issue Date in accordance with the provisions of
the Indenture, additional notes (such notes, the “Additional Notes”) of the same Series as such Series of
Notes.


 


The Initial Notes of a Series and
any Additional Notes of such Series shall be considered collectively as a single class for all purposes of the Indenture. Holders
of the Initial Notes of a Series and any Additional Notes of such Series shall vote and consent together on all matters to which
such Holders are entitled to vote or consent as one series of Securities, and none of the Holders of the Initial Notes or the Additional
Notes of such Series shall have the right to vote or consent as a separate class or series on any matter to which such Holders are
entitled to vote or consent.


 


Initial Notes of a Series and
any Additional Notes of such Series shall be initially issued in the form of one or more permanent Global Securities substantially
in the form of Exhibit A, Exhibit B or Exhibit C, as applicable (each, a “Global Note”),
duly executed by the Company and authenticated by the Trustee as provided in the Base Indenture. The aggregate principal amount of the
Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its
nominee.


 


Any of the Notes may have such
letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve
(execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture
or the Base Indenture or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any
rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance,
or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject.


 



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The terms and provisions contained
in the form of Note for each Series attached as Exhibit A, Exhibit B and Exhibit C hereto, as
applicable, shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and the Company, the Subsidiary Guarantor
and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be
bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions
of the Indenture shall govern and be controlling.


 


The Company shall pay principal
of, premium, if any, and interest on the Notes at the office or agency designated by the Company in the Borough of Manhattan, The City
of New York. The Company shall pay principal of, premium, if any, and interest on the Global Notes registered in the name of or held by
the Depositary or its nominee in immediately available funds to the Depositary or its nominee, as the case may be, as the registered holder
of such Global Note. The Company shall make all payments in respect of a Definitive Note by mailing a check to the registered address
of each Holder thereof as such address shall appear in the Security Registrar’s books; provided, however, that payments
on the Notes represented by Definitive Notes may also be made, in the case of a Holder of at least $1,000,000 aggregate principal amount
of Notes of any Series represented by Definitive Notes, by wire transfer to a U.S. dollar account maintained by the payee with a
bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent in
accordance with the terms of the Indenture.


 


(b)        Book-Entry
Provisions. Except as otherwise stated in this Section 1.3(b) and Section 1.3(c) below, the last
two paragraphs of Section 305 of the Base Indenture will apply to the Notes.


 


(i)            This
Section 1.3(b) shall apply only to Global Notes deposited with the Notes Custodian with respect to such Notes (as appointed
by the Depositary), or any successor Person thereto, which shall initially be the Trustee.


 


(ii)            Each
Global Note initially shall (x) be registered in the name of the Depositary for such Global Note or the nominee of such Depositary,
(y) be delivered to the Notes Custodian for such Depositary and (z) bear the legend set forth in the applicable Exhibit.


 


(iii)           Members
of, or participants in, the Depositary (“Agent Members”) shall have no rights under the Indenture with respect to any
Global Note held on their behalf by the Depositary or by the Trustee as the custodian of the Depositary or under such Global Note, and
the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global
Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of
the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or
impair, as between the Depositary and its Agent Members, the operation of customary practices of the Depositary governing the exercise
of the rights of a Holder of a beneficial interest in any Global Note.


 



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(iv)            The
registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may
hold interests through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Notes.


 


(v)        In
connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 1.3(c) of this Supplemental
Indenture, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the
Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest
in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations.


 


(vi)            Any
Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may
be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder
of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be
reflected in a book entry.


 


(c)          Definitive
Notes. Except as provided in the Indenture, owners of beneficial interests in Global Notes shall not be entitled to receive Definitive
Notes. Definitive Notes shall be delivered to all beneficial owners in exchange for their beneficial interests in a Global Note if (i) the
Depositary notifies the Company that it is unwilling or unable to continue as depositary for such Global Note or the Depositary ceases
to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered in order to act
as Depositary, and, in each case, a successor depositary is not appointed by the Company within 90 days of such notice or (ii) an
Event of Default has occurred and is continuing and the Security Registrar has received a request from the Depositary to deliver Definitive
Notes to all beneficial owners in exchange for their beneficial interests in such Global Note.


 


(d)         Initial
Notes. The Initial Notes may forthwith be executed by the Company and delivered, together with a Company Order, to the Trustee for
authentication and delivery by the Trustee for original issue in accordance with the provisions of Section 303 of the Base Indenture.


 


(e)        Additional
Notes. At any time and from time to time after the issuance of the Initial Notes, the Trustee shall authenticate and deliver any Additional
Notes of any Series of Notes for original issue in accordance with the provisions of Section 303 of the Base Indenture in an
aggregate principal amount determined at the time of issuance and specified in a Company Order which shall be accompanied with the Officers’
Certificate or supplemental indenture, as applicable, in respect thereof specified in Section 1.4 of this Supplemental Indenture.
Such Company Order shall specify the Series and principal amount of the Additional Notes to be authenticated and the date on which
the original issue of such Additional Notes is to be authenticated.


 



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SECTION 1.4.      Additional
Notes. With respect to any Additional Notes of any Series, there shall be set forth or determined in an Officers’ Certificate
delivered to the Trustee or established in one or more indentures supplemental to the Indenture, prior to the issuance of such Additional
Notes:


 


(a)            the
aggregate principal amount of such Additional Notes to be authenticated and delivered; and


 


(b)            the
issue price and the issue date of such Additional Notes, including the date from which interest shall accrue and the first interest payment
date therefor.


 


Article II


 


CERTAIN DEFINITIONS


 


SECTION 2.1.     Certain
Definitions. Section 101 of the Base Indenture is hereby amended by adding the following definitions in their proper alphabetical
order which, in the event of a conflict with the definition of terms in the Base Indenture, shall supersede and replace the corresponding
definitions in the Base Indenture. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Base
Indenture. The rules of construction set forth in Section 101 of the Base Indenture shall be applied hereto as if set forth
in full herein, except that unless the context indicates otherwise, references in this Supplemental Indenture to an Article or Section refer
to an Article or Section of this Supplemental Indenture, as the case may be.


 


“2023 Notes Par Call
Date” means September 24, 2021.


 


“2031 Notes Par Call
Date” means December 24, 2030.


 


“2051 Notes Par Call
Date” means September 24, 2050.


 


“Bankruptcy Law”
means Title 11 of the United States Code or any similar federal, state or foreign law for the relief of debtors.


 


“Beneficial Owner”
has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that (1) in calculating
the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act),
such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to
acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage
of time, (2) a Person shall be deemed not to be the beneficial owner of any securities tendered pursuant to a tender or exchange
offer made by or on behalf of such Person until such tendered securities are accepted for purchase or exchange thereunder, and (3) a
Person shall be deemed not to be the beneficial owner of any securities the beneficial ownership of which (a) arises solely as a
result of a revocable proxy delivered in response to a proxy or consent solicitation and (b) is not then reportable on Schedule 13D
(or any successor schedule) under the Exchange Act, if applicable. The terms “Beneficially Owns” and “Beneficially
Owned” have a corresponding meaning.


 


“Capital Stock”
of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests
in (however designated) equity of such Person, including, without limitation, any preferred stock and limited liability company or partnership
interests (whether general or limited) of such Person, but excluding any debt securities convertible or exchangeable into such equity.


 



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“Change of Control”
means the occurrence of any of the following:


 


(1)            the
sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions,
of all or substantially all of the properties or assets of the Company and its Subsidiaries taken as a whole to any Person (including
any “person” as that term is used in Section 13(d)(3) of the Exchange Act);


 


(2)            the
adoption of a plan relating to the liquidation or dissolution of the Company; or


 


(3)          the
consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any Person (including
any “person” (as defined above)) becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock
of the Company, measured by voting power rather than number of shares, units or the like.


 


Notwithstanding the preceding,
a conversion of the Company or any of its Restricted Subsidiaries from a limited partnership, corporation, limited liability company or
other form of entity to another form of entity (including by way of merger, consolidation, amalgamation or liquidation) or an exchange
of all of the outstanding Capital Stock in one form of entity for Capital Stock in another form of entity or the transfer or redomestication
of the Company to or in another jurisdiction shall not constitute a Change of Control if, following such conversion, exchange, transfer
or redomestication, the “persons” (as that term is used in Section 13(d)(3) of the Exchange Act) who Beneficially
Owned the Capital Stock of the Company immediately prior to such transactions, Beneficially Own in the aggregate more than 50% of the
Voting Stock of such entity, or Beneficially Own sufficient Capital Stock in such entity to elect a majority of its directors, managers,
trustees or other individuals serving in a similar capacity for such entity or its general partner, as applicable, and, in either case
no “person” Beneficially Owns more than 50% of the Voting Stock of such entity or its general partner, as applicable.


 


“Code” means
the Internal Revenue Code of 1986, as amended.


 


“Comparable Treasury
Issue” means the United States Treasury security or securities selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the applicable Series of the Notes to be redeemed (assuming, for purposes of this definition,
that such Notes matured on the applicable Par Call Date) that would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the remaining term of the Notes of
such Series.


 


“Comparable Treasury
Price” means, with respect to any Redemption Date, (A) the average of the Reference Treasury Dealer Quotations for such
Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the Company obtains
fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.


 



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“Consolidated Net Tangible
Assets” means at any date of determination, the total amount of assets of the Company and its Restricted Subsidiaries (less
applicable depreciation and valuation reserves and other reserves and items deductible from the gross book value of specific asset accounts
under GAAP) after deducting therefrom:


 


(1)            all
current liabilities (excluding (A) any current liabilities that by their terms are extendable or renewable at the option of the obligor
thereon to a time more than 12 months after the time as of which the amount thereof is being computed, and (B) current maturities
of Funded Debt); and


 


(2)            the
value of all goodwill, trade names, trademarks, patents, and other like intangible assets, all as set forth on the Company’s consolidated
balance sheet as of a date no earlier than the date of the Company’s latest available annual or quarterly consolidated financial
statements prepared in accordance with GAAP.


 


“Custodian”
means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.


 


“Customary Recourse
Exceptions” means with respect to any Non-Recourse Debt, exclusions from the exculpation provisions with respect to such Non-Recourse
Debt for the voluntary bankruptcy of a Person, fraud, misapplication of cash, environmental claims, waste, willful destruction and other
circumstances customarily excluded by lenders from exculpation provisions or included in separate indemnification agreements in non-recourse
financings.


 


“Default”
means, with respect to any Series of Notes, any event which is, or after notice or passage of time or both would be, an Event of
Default as to such Series of Notes.


 


“Definitive Notes”
means Notes issued in the form of one or more certificated Notes substantially in the form of Exhibit A, Exhibit B
or Exhibit C, as applicable.


 


“Depositary”
means The Depository Trust Company, its nominees and their respective successors and assigns, or such other depository institution hereinafter
appointed by the Company.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.


 


“Funded Debt”
means, in respect of any Person, all Indebtedness Incurred by such Person that matures, or is renewable by such Person to a date, more
than one year after the date as of which Funded Debt is being determined.


 


“GAAP” means
generally accepted accounting principles in the United States of America as in effect as of the Issue Date, including those set forth
in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements
and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as approved by a significant
segment of the accounting profession.


 






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“Guarantee”
means any obligation, contingent or otherwise, of any Person guaranteeing any Indebtedness of any other Person and any obligation, direct
or indirect, contingent or otherwise, of such Person to purchase or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness of such other Person (whether arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets,
goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise). The term “Guarantee”
will not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a
verb has a corresponding meaning.


 


“Holder”
means a Person in whose name a Note is registered on the Security Registrar’s books.


 


“Incur” means
issue, create, assume, Guarantee, incur or otherwise become liable for. Any Indebtedness of a Person existing at the time such Person
becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) will be deemed to be Incurred by such Subsidiary at
the time it becomes a Subsidiary. The terms “Incurred” and “Incurrence” have meanings correlative to the foregoing.


 


“Indebtedness”
means, with respect to any Person on any date of determination, any obligation of such Person, whether contingent or otherwise, for the
repayment of borrowed money and any Guarantee thereof.


 


“Independent Investment
Banker” means one of the Reference Treasury Dealers appointed by the Company.


 


“Investment Grade Rating”
means, as to any Series of Notes, a rating equal to or higher than (1) Baa3 (or the equivalent) with a stable or better outlook
by Moody’s and (2) BBB– (or the equivalent) with a stable or better outlook by Standard & Poor’s; or if
either such entity ceases to rate the Notes of such Series for reasons outside of the Company’s control, the equivalent investment
grade rating from another nationally recognized statistical rating agency or agencies, as the case may be, selected by the Company.


 


“Issue Date”
means March 24, 2021, the date the Initial Notes are first issued under the Indenture.


 


“Lien” means,
with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference,
priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law,
including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell
or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent
statutes) of any jurisdiction. For the avoidance of doubt, (1) an operating lease shall be deemed not to constitute a Lien and (2) a
contract that would not be considered a capital lease pursuant to GAAP prior to the effectiveness of Accounting Standards Codification
842 shall be deemed not to constitute a Lien.


 






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“Moody’s”
means Moody’s Investors Service, Inc., or its successor.


 


“Non-Recourse Debt”
means Indebtedness as to which neither the Company nor any of its Restricted Subsidiaries (a) provides credit support of any kind
(including any undertaking, agreement or instrument that would constitute Indebtedness) or (b) is directly or indirectly liable as
a guarantor or otherwise except, in each case for (i) Customary Recourse Exceptions and (ii) the pledge of (or a Guarantee limited
in recourse solely to) the Capital Stock of such Unrestricted Subsidiary.


 


“Notes Custodian”
means the custodian with respect to the Global Notes (as appointed by the Depositary), or any successor Person thereto, and shall initially
be the Trustee.


 


“Officers’ Certificate”
means a certificate signed by two Officers of the Company.


 


“Opinion of Counsel”
means a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to
the Company or the Trustee.


 


“Par Call Date”
means any of the 2023 Notes Par Call Date, the 2031 Notes Par Call Date and the 2051 Notes Par Call Date.


 


“Permitted Liens”
means, with respect to any Person:


 


(1)            any
Lien in favor of the Trustee for the benefit of the Trustee or the Holders of the Notes or otherwise securing the Notes, the Subsidiary
Guarantees of the Notes or other obligations under the Indenture;


 


(2)            Liens
securing hedging obligations or obligations with regard to treasury management arrangements;


 


(3)            Liens
in favor of the Company or a Restricted Subsidiary;


 


(4)            Liens
on property of a Person existing at the time such Person becomes a Restricted Subsidiary of the Company or is merged with or into or consolidated
with the Company or any Restricted Subsidiary of the Company; provided that such Liens were in existence prior to the contemplation of
such Person becoming a Restricted Subsidiary;


 


(5)            Liens
on property existing at the time of acquisition of the property by the Company or any Restricted Subsidiary of the Company; provided that
such Liens were in existence prior to such acquisition and not Incurred in contemplation of such acquisition;


 


(6)            Liens
to secure the performance of statutory or regulatory obligations, insurance, surety or appeal bonds, workers’ compensation obligations,
bid, plugging and abandonment and performance bonds or other obligations of a like nature incurred in the ordinary course of business
(including Liens to secure letters of credit issued to assure payment of such obligations);


 






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(7)            Liens
to secure Indebtedness represented by capital lease obligations, finance lease obligations, mortgage financings or purchase money obligations
or other Indebtedness, in each case, incurred for the purpose of financing all or any part of the purchase price, other acquisition cost
or cost of design, construction, installation, development, repair or improvement of property, plant or equipment used in the business
of the Company or any of its Restricted Subsidiaries, and all refinancing indebtedness Incurred to renew, refund, refinance, replace,
defease, discharge or otherwise retire for value, in whole or in part, such Indebtedness, covering only the assets acquired with or financed
by such Indebtedness;


 


(8)            Liens
existing on the date hereof;


 


(9)            filing
of Uniform Commercial Code financing statements as a precautionary measure in connection with operating leases;


 


(10)          bankers’
Liens, rights of setoff, rights of revocation, refund or chargeback with respect to money or instruments of the Company or any Restricted
Subsidiary, Liens arising out of judgments or awards and notices of lis pendens and associated rights related to litigation being
contested in good faith by appropriate proceedings and for which adequate reserves have been made;


 


(11)          Liens
in respect of Production Payments and Reserve Sales; provided, that such Liens are limited to the property that is subject to such Production
Payments and Reserve Sales;


 


(12)          Liens
arising under oil and gas leases or subleases, assignments, farm-out agreements, farm-in agreements, division orders, contracts for the
sale, purchase, exchange, transportation, gathering or processing of hydrocarbons, unitizations and pooling designations, declarations,
orders and agreements, development agreements, joint venture agreements, partnership agreements, operating agreements, royalties, working
interests, net profits interests, joint interest billing arrangements, participation agreements, production sales contracts, area of mutual
interest agreements, gas balancing or deferred production agreements, injection, repressuring and recycling agreements, salt water or
other disposal agreements, seismic or geophysical permits or agreements, licenses, sublicenses and other agreements that are customary
in the oil and gas business; provided, however, in all instances that such Liens are limited to the assets that are the
subject of the relevant agreement, program, order or contract;


 


(13)          Liens
imposed by law or ordinary course of business contracts, including, without limitation, carriers’, warehousemen’s, suppliers’,
mechanics’, materialmen’s, repairmen’s and similar Liens;


 


(14)          Liens
in favor of issuers of surety or performance bonds or letters of credit or bankers’ acceptances issued pursuant to the request of
and for the account of such Person in the ordinary course of its business;


 






    11


     


    

 


(15)          survey
exceptions, encumbrances, ground leases, easements, restrictions, servitudes, permits, conditions, covenants, exceptions or reservations
of, or rights of others for, licenses, rights-of-way, roads, pipelines, transmission liens, transportation liens, distribution lines for
the removal of gas, oil, coal or other minerals or timber, sewers, electric lines, telegraph and telephone lines and other similar purposes,
or for the joint or common use of real estate, rights of way, facilities and equipment, Liens related to surface leases and surface operations,
or zoning, building codes or other restrictions (including, without limitation, minor defects or irregularities in title and similar encumbrances)
as to the use of real properties or Liens incidental to the conduct of the business of the Company or any Restricted Subsidiary of the
Company or to the ownership of its properties that do not in the aggregate materially adversely affect the value of said properties or
materially impair their use in the operation of the business of the Company or any Restricted Subsidiary of the Company;


 


(16)          leases,
licenses, subleases and sublicenses of assets that do not materially interfere with the ordinary conduct of the business of the Company
or any Restricted Subsidiary of the Company;


 


(17)          any
interest or title of a lessor under any operating lease;


 


(18)          Liens
on pipelines or pipeline facilities that arise by operation of law;


 


(19)          Liens
on, or related to, properties or assets to secure all or part of the costs incurred in the ordinary course of business for the exploration,
drilling, development, production, processing, gathering, transportation, marketing or storage, plugging, abandonment or operation thereof;


 


(20)          Liens
under industrial revenue, municipal or similar bonds; and


 


(21)          any
Lien renewing, extending, refinancing, replacing or refunding a Lien permitted by this definition, provided that (a) the principal
amount of the Indebtedness secured by such Lien is not increased except by an amount equal to accrued interest and any premium or other
amount paid, and fees, costs and expenses incurred, in connection therewith and by an amount equal to any existing commitments unutilized
thereunder and (b) no assets are encumbered by any such Lien other than the assets permitted to be encumbered immediately prior to
such renewal, extension, refinancing, replacement or refunding.


 


In each case set forth above,
notwithstanding any stated limitation on the assets or property that may be subject to such Lien, a Permitted Lien on a specified asset
or property or group or type of assets or property may include Liens on all improvements, additions, repairs, attachments and accessions
thereto, construction thereon, assets and property affixed or appurtenant thereto, parts, replacements and substitutions therefor and
all products and proceeds thereof, including dividends, distributions, interest and increases in respect thereof.


 


“Person”
means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited
liability company or government or other entity.


 






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“Principal Property”
means all property interests in oil and gas reserves located in the United States capable of producing hydrocarbon substances in paying
quantities, the net book value of which exceeds 2% of Consolidated Net Tangible Assets, other than: (1) property not of material
importance to the business of the Company and its Subsidiaries, taken as a whole; (2) assets used in midstream operations; (3) accounts
receivable; and (4) production or proceeds from the production of hydrocarbons.


 


“Production Payments
and Reserve Sales” means the grant or transfer by the Company or any of its Restricted Subsidiaries to any Person of a royalty,
overriding royalty, net profits interest, production payment, partnership or other interest in oil and gas properties, reserves or the
right to receive all or a portion of the production or the proceeds from the sale of production attributable to such properties where
the holder of such interest has recourse solely to such production or proceeds of production, subject to the obligation of the grantor
or transferor to operate and maintain, or cause the subject interests to be operated and maintained, in a reasonably prudent manner or
other customary standard or subject to the obligation of the grantor or transferor to indemnify for environmental, title or other matters
customary in the oil and gas business, including any such grants or transfers pursuant to incentive compensation programs on terms that
are reasonably customary in the oil and gas business for geologists, geophysicists or other providers of technical services to the Company
or any of its Restricted Subsidiaries.


 


“Rating Agencies”
means Standard & Poor’s and Moody’s or if Standard & Poor’s or Moody’s or both shall not make
a rating on the Notes of any Series publicly available, a nationally recognized statistical rating agency or agencies, as the case
may be, selected by the Company shall be substituted for Standard & Poor’s or Moody’s or both, as the case may be.


 


“Ratings Decline”
means the occurrence of either of the following with respect to a Series of the Notes: (1) if such Notes are not rated Investment
Grade by both of the Rating Agencies on the first day of the Trigger Period, such Notes are downgraded by both of the Rating Agencies
on any date during the Trigger Period by at least one rating category (e.g., from BB+ to BB or Ba1 to Ba2) from the applicable rating
of such Notes on the first day of the Trigger Period, or (2) if such Notes are rated Investment Grade by both of the Rating Agencies
on the first day of the Trigger Period, such Notes cease to be rated Investment Grade by both of the Rating Agencies on any date during
the Trigger Period.


 


“Reference Treasury
Dealer” means at least four primary U.S. Government securities dealers in The City of New York as the Company shall select.


 


“Reference Treasury
Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined
by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Company by such Reference Treasury Dealer at 3:30 p.m. New York time on the third business day in
The City of New York preceding such redemption date.


 


“Responsible Officer”
shall mean, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice
president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily
performs functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate
trust matter is referred because of such person’s knowledge of and familiarity with the particular subject and who shall have direct
responsibility for the administration of the Indenture.


 






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“Restricted Subsidiary”
of any Person means any Subsidiary of the Person that is not an Unrestricted Subsidiary.


 


“SEC” means
the United States Securities and Exchange Commission.


 


“Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.


 


“Standard &
Poor’s” means S&P Global Ratings, or its successor.


 


“Stated Maturity”
means, with respect to any security or Indebtedness, the date specified in such security or Indebtedness as the fixed date on which the
payment of principal of such security or Indebtedness is due and payable, including, without limitation, pursuant to any mandatory redemption
provision, but shall not include any contingent obligations to repay, redeem or repurchase any such principal prior to the date originally
scheduled for the payment thereof.


 


“Subsidiary”
with respect to any Person, means any (i) corporation, limited liability company or other entity (other than a partnership) of which
the outstanding Capital Stock having a majority of the votes entitled to be cast in the election of directors, managers or trustees of
such entity under ordinary circumstances shall at the time be owned, directly or indirectly, by such Person or any other Person of which
a majority of the voting interests under ordinary circumstances is at the time, directly or indirectly, owned by such Person or (ii) partnership
(a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the
only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).


 


“Treasury Rate”
means, with respect to any Redemption Date, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date. The Treasury Rate will be calculated or be caused to be calculated by the Company at least two
days prior to the applicable Redemption Date of the Notes of any Series and the Company shall deliver such calculation to the Trustee
in reasonable detail. The Trustee shall have no duty to verify any such calculation or the Redemption Price of the Notes with respect
thereto.


 


“Trigger Period”
means, as to a Series of Notes, the period commencing on the date of the public notice of an arrangement that could result in a Change
of Control and ending on the date 30 days after public notice of the occurrence of the Change of Control (which period will be extended
so long as the rating of the Notes of such Series is under publicly announced consideration for possible downgrade by either of the
Rating Agencies and the other Rating Agency has either downgraded, or publicly announced that it is considering downgrading, the Notes
of such Series).


 






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“Unrestricted Subsidiary”
means (1) Viper Energy Partners GP LLC, (2) Viper Energy Partners LP, (3) Viper Energy Partners LLC, (4) Rattler Midstream
GP LLC, (5) Rattler Midstream LP, (6) Rattler Midstream Operating LLC, (7) Tall City Towers LLC, (8) Rattler OMOG
LLC, (9) Rattler Ajax Processing LLC, (10) any other Subsidiary of the Company designated as such pursuant to and in compliance
with the Indenture and (11) any Subsidiary of an Unrestricted Subsidiary. Notwithstanding the foregoing, if OMOG JV LLC or Amarillo Rattler
LLC shall constitute a Subsidiary of the Company, it shall constitute an Unrestricted Subsidiary.


 


“Voting Stock”
of a Person means all classes of Capital Stock of such Person then outstanding and normally entitled to vote in the election of directors,
managers or trustees, as applicable.


 


In addition to the terms defined
above, the following terms are defined in this Supplemental Indenture where indicated below:


 


	
    Term
	 	
    Defined in

    Section

	“2023 Notes”	 	Recitals
	“2031 Notes”	 	Recitals
	“2051 Notes”	 	Recitals
	“Additional Notes”	 	1.3(a)
	“Alternate Offer”	 	4.2(d)
	“Agent Members”	 	1.3(b)(iii)
	“Base Indenture”	 	Preamble
	“Change of Control Offer”	 	4.2(b)
	“Change of Control Payment”	 	4.2(b)(1)
	“Change of Control Payment Date”	 	4.2(b)(2)
	“Change of Control Triggering Event”	 	4.2(a)
	“Event of Default”	 	6.1(a)
	“Global Note”	 	1.3(a)
	“Indenture”	 	Preamble
	“Initial Notes”	 	Recitals
	“Notes”	 	Recitals
	“payment default”	 	6.1(a)(5)(A)
	“Series” or “Series of Notes”	 	Recitals
	“Subsidiary Credit Facility”	 	9.1
	“Subsidiary Guarantee”	 	Article IX
	“Subsidiary Guarantor”	 	Article IX
	“Supplemental Indenture”	 	Preamble


 






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Article III


 


REDEMPTION


 


SECTION 3.1.     Optional
Redemption.


 


(a)            Except
as set forth in Section 3.1(b), the Notes will be redeemable at the Company’s option, at any time in whole or from time
to time in part, in principal amounts of $2,000 or any integral multiple of $1,000 in excess thereof, upon not less than 10 nor more than
60 days’ notice on any date prior to the Stated Maturity of such Notes.


 


(b)            Except
as set forth in Section 4.2(e), the 2023 Notes may not be redeemed in whole or in part at any time prior to the 2023 Notes Par Call
Date. (i) Before the 2031 Notes Par Call Date, the 2031 Notes may be redeemed, and (ii) before the 2051 Notes Par Call Date,
the 2051 Notes may be redeemed, in each case at a Redemption Price equal to the greater of (A) 100% of the principal amount of the
Notes to be redeemed and (B) the sum of the present values of the remaining scheduled payments of principal and interest on such
Notes to be redeemed that would have become due after the Redemption Date if such Notes matured on such Par Call Date but for the redemption
(not including any portion of such payments consisting of interest accrued to but not including the Redemption Date) discounted to the
Redemption Date on a semi-annual basis (assuming a 360-day year comprising twelve 30-day months) at the Treasury Rate plus (y) 25
basis points in the case of the 2031 Notes or (z) 30 basis points in the case of the 2051 Notes, plus, in each case, interest accrued
on such Notes to but not including the Redemption Date (provided that interest payments due on or prior to the Redemption Date will be
paid to the record Holders of such Notes on the relevant Regular Record Date).


 


(c)            (i) On
or after the 2023 Notes Par Call Date, the 2023 Notes may be redeemed, (ii) on or after the 2031 Notes Par Call Date, the 2031 Notes
may be redeemed, and (iii) on or after the 2051 Notes Par Call Date, the 2051 Notes may be redeemed, in each case at a Redemption
Price equal to 100% of the principal amount of the Notes to be redeemed plus interest accrued thereon to but not including the Redemption
Date (provided that interest payments due on or prior to the Redemption Date will be paid to the record Holders of such Notes on the relevant
Regular Record Date).


 


SECTION 3.2.     Sinking
Fund; Mandatory Redemption. The Company is not required to make mandatory redemption payments or sinking fund payments with respect
to the Notes. Accordingly, Article XII of the Base Indenture shall not apply to the Notes.


 


SECTION 3.3.     Redemption
Provisions. Notwithstanding anything herein to the contrary, notices may be sent more than 60 days prior to a Redemption Date if the
notice is issued in connection with a Covenant Defeasance or Defeasance with respect to the Series of Notes or a satisfaction and
discharge of the Indenture with respect to the applicable Series of Notes. Notice of any redemption may, at the Company’s discretion,
be subject to one or more conditions precedent. If a redemption is subject to satisfaction of one or more conditions precedent, the Redemption
Date may be delayed up to 10 Business Days at the Company’s election. If such conditions precedent are not satisfied within 10 Business
Days after the proposed Redemption Date, such redemption shall not occur and the notice thereof shall be deemed rescinded. In addition
to (and not in limitation of) the Company’s rights described above, under certain circumstances as described in Section 4.2(e) of
this Supplemental Indenture, in the event that Holders of not less than 90% in aggregate principal amount of the Outstanding Notes of
a Series accept a Change of Control Offer and the Company purchases such Notes, the Company will have the right to redeem all of
the Notes of that Series that remain outstanding following such purchase. A notice of redemption need not set forth the exact Redemption
Price but only the manner of calculation thereof. Except as otherwise stated in this Article III or to the extent inconsistent
with this Article III, Article XI of the Base Indenture shall apply to the Notes.


 






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Article IV


 


COVENANTS


 


Articles VII and X of the Base
Indenture shall apply to the Notes, and the covenants in such Articles shall be deemed included in the Indenture for the benefit of the
Notes, except that Section 704 of the Base Indenture shall not apply to the Notes, and the covenants in Section 704 of the Base
Indenture shall be deemed included in the Indenture solely for the benefit of Series of Securities other than the Notes.


 


In addition, the following covenants
in this Article IV shall apply to the Notes and shall be deemed included in the Indenture solely for the benefit of the Notes:


 


SECTION 4.1.     Limitation
on Liens. The Company will not, and will not permit any of its Restricted Subsidiaries to, create, Incur, or suffer or permit
to exist, any Lien securing Funded Debt (other than Permitted Liens) upon any Principal Property, whether owned on the Issue Date or acquired
after that date, unless the Indebtedness due under the Indenture (as it relates to the Notes and the Subsidiary Guarantees of the Notes),
the Notes and the Subsidiary Guarantees of the Notes (if any) is secured equally and ratably with (or senior in priority to in the case
of Liens with respect to Funded Debt that is expressly subordinated to the Notes or the Subsidiary Guarantees of the Notes) the Funded
Debt secured by such Lien for so long as such Funded Debt is so secured.


 


Notwithstanding the preceding
paragraph, the Company may, and may permit any Restricted Subsidiary of the Company to, create, Incur, or suffer or permit to exist,
any Lien securing Funded Debt without securing the Indebtedness due under the Indenture, the Notes and the Subsidiary Guarantees of the
Notes if the aggregate principal amount of such Funded Debt secured by such Lien, together with the aggregate outstanding principal amount
of all other Funded Debt of the Company and of any Restricted Subsidiary of the Company secured by any Liens (other than Permitted Liens),
does not at the time such Funded Debt is created, Incurred or assumed (or, if later, at the time such Lien is created, Incurred
or assumed) exceed the greater of (i) 15% of Consolidated Net Tangible Assets at such time and (ii) $3,350,000,000.


 


SECTION 4.2.     Change
of Control.


 


(a)            If
a Change of Control occurs with respect to any Series of Notes and is accompanied by a Ratings Decline of the Notes with respect
to such Series (together, a “Change of Control Triggering Event”), unless the Company has exercised its right
to redeem all of the Notes of such Series pursuant to Section 3.1 of this Supplemental Indenture, each Holder of Notes
of such Series will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple
of $1,000 in excess thereof) of such Holder’s Notes of such Series at a purchase price in cash equal to 101% of the principal
amount of such Notes plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on the
relevant Regular Record Date to receive interest due on the relevant Interest Payment Date).


 






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(b)            Within
30 days following any Change of Control Triggering Event, unless the Company has exercised its right to redeem all of the Notes of such
Series pursuant to Section 3.1 of this Supplemental Indenture, the Company will send a notice (the “Change of
Control Offer”) to each Holder of Notes of such Series, with a copy to the Trustee, stating:


 


(1)            that
a Change of Control Triggering Event has occurred or will occur and that such Holder has the right to require the Company to purchase
such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount of such Notes plus accrued and unpaid interest,
if any, to the date of purchase (subject to the right of Holders of record on a Regular Record Date to receive interest on the relevant
Interest Payment Date) (the “Change of Control Payment”);


 


(2)            the
repurchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is sent, or such later date as
is necessary to comply with the requirements under the Exchange Act) (as to such Series, the “Change of Control Payment Date”);
provided that the Change of Control Payment Date may not occur prior to the Change of Control Triggering Event; and


 


(3)            the
procedures determined by the Company, consistent with the Indenture, that a Holder must follow in order to have its Notes repurchased.


 


(c)            On
the Change of Control Payment Date as to any Series, the Company will, to the extent lawful:


 


(1)            accept
for payment all Notes of such Series or portions of such Notes (of $2,000 or an integral multiple of $1,000 in excess thereof) properly
tendered and not withdrawn pursuant to the Change of Control Offer;


 


(2)            deposit,
to the extent not previously deposited for such purpose, with the Paying Agent an amount equal to the Change of Control Payment in respect
of all Notes or portions of Notes of such Series so tendered; and


 


(3)            deliver
or cause to be delivered to the Trustee the Notes of such Series, to the extent not previously delivered for such purpose, so accepted
and an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company.


 


The Paying Agent will promptly
send to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and
mail or deliver (or cause to be transferred by book entry) to each Holder a new Note of like Series equal in principal amount to
any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000
or an integral multiple of $1,000 in excess thereof. The Paying Agent will deliver the Change of Control Payment for Global Notes in immediately
available funds to the Depositary or its nominee, as the case may be, as the registered Holder of such Global Note.


 


The Change of Control provisions
described in this Section 4.2 will be applicable whether or not any other provisions of the Indenture are applicable.


 






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(d)            The
Company will not be required to make a Change of Control Offer upon a Change of Control Triggering Event as to any Series if (1) a
third party makes the Change of Control Offer in the manner, at the time and otherwise in compliance with the requirements set forth in
the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes of such Series properly tendered
and not withdrawn under such Change of Control Offer, (2) notice of redemption has been given pursuant to Section 3.1
of this Supplemental Indenture as to such Series unless and until there is a default in payment of the applicable redemption price,
or (3) in connection with or in contemplation of any Change of Control, the Company has made an offer to purchase (an “Alternate
Offer”) any and all Notes of such Series validly tendered at a cash price equal to or higher than the Change of Control
Payment and, on and after the relevant Change of Control Payment Date, has purchased all Notes of such Series properly tendered in
accordance with the terms of such Alternate Offer. Notwithstanding anything to the contrary contained in the Indenture, a Change of Control
Offer may be made in advance of a Change of Control Triggering Event, conditioned upon the occurrence of such Change of Control Triggering
Event, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.


 


(e)            In
addition to (and not in limitation of) the rights of the Company in Section 3.1 of this Supplemental Indenture, in the event
that Holders of not less than 90% in aggregate principal amount of the Outstanding Notes of a Series accept a Change of Control Offer
or an Alternate Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company pursuant to Section 4.2(d) of
this Supplemental Indenture) purchases all of the Notes of such Series held by such Holders, the Company will have the right, upon
not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change
of Control Offer or Alternate Offer, to redeem all of the Notes of that Series that remain outstanding following such purchase at
a redemption price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and
unpaid interest on the Notes of that Series that remain outstanding, to the date of redemption (subject to the right of holders of
record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).


 


(f)            The
Company will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities
laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.2. To the extent that the provisions
of any securities laws or regulations conflict with provisions of the Indenture, the Company will comply with the applicable securities
laws and regulations and will be deemed not to have breached its obligations under the Indenture by virtue of the conflict.


 


SECTION 4.3.     Reports.


 


(a)            The
Company will furnish or file with the Trustee, within 15 days after it files the same with the SEC, copies of the annual reports and the
information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations
prescribe) that the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. If the Company
is not subject to the requirements of Section 13 or 15(d) of the Exchange Act, the Company will furnish to all Holders of the
Notes and prospective purchasers of the Notes designated by the Holders of the Notes, promptly on their request, the information required
to be delivered pursuant to Rule 144A(d)(4) promulgated under the Securities Act. For purposes of this Section 4.3,
the Company will be deemed to have furnished such reports and information to, or filed such reports and information with, the Trustee
and the Holders of Notes and prospective purchasers as required by this Section 4.3 if it has filed such reports or information
with the SEC via the EDGAR filing system or otherwise made such reports or information publicly available on a freely accessible page on
the Company’s website. The Trustee shall have no obligation whatsoever to determine whether or not such reports and information
have been filed or have been posted on such website.


 






    19


     


    

 


(b)            The
Company also shall comply with the other provisions of Section 314(a) of the Trust Indenture Act.


 


(c)            The
Company will deliver to the Trustee, within 30 days after the occurrence thereof, written notice of any events that would constitute an
Event of Default as to any Series of Notes, unless such Event of Default has been cured or waived before the end of such 30-day period,
their status and what action the Company is taking or proposing to take in respect thereof.


 


(d)            Delivery
of any reports, information and documents to the Trustee pursuant to paragraphs (a) and (b) above is for informational purposes
only and the Trustee’s receipt of such shall not constitute notice, constructive or otherwise, of any information contained therein
or determinable from information contained therein, including the compliance by the Company with any of the Company’s covenants
(as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).


 


SECTION 4.4.     Unrestricted
Subsidiaries.


 


(a)            The
Board of Directors of the Company may after the Issue Date designate any Subsidiary as an “Unrestricted Subsidiary” if: (1) no
Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such designation; and (2) such
Subsidiary has no Indebtedness other than Non-Recourse Debt.


 


(b)            The
Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company.
Any such designation will be deemed to be an incurrence of Funded Debt and Liens by a Restricted Subsidiary of the Company of any outstanding
Funded Debt and Liens, respectively, of such Unrestricted Subsidiary, and such designation will only be permitted if no Default or Event
of Default would be in existence following such designation.


 


Article V


 


CONSOLIDATION, MERGER, SALE, CONVEYANCE, TRANSFER
OR LEASE


 


Sections 801 and 802 of the
Base Indenture shall apply to the Notes, and the covenants therein shall be deemed included in the Indenture for the benefit of the Notes.


 






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Article VI


 


DEFAULTS AND REMEDIES


 


Sections 501 and 502
of the Base Indenture shall not apply to the Notes, and shall be deemed not to be included in the Indenture for the benefit of the Notes.


 


Sections
6.1 and 6.2 below shall apply to the Notes and shall be deemed to be included in the Indenture solely for the benefit of the
Notes:


 


SECTION 6.1.     Events
of Default.


 


(a)            Each
of the following is an “Event of Default” as to any Series:


 


(1)            default
in any payment of interest on any Note of such Series when due, continued for 30 days;


 


(2)            default
in the payment of principal of or premium, if any, on any Note of such Series when due at its Stated Maturity, upon optional redemption,
upon required repurchase, upon acceleration or otherwise;


 


(3)            failure
by the Company to comply for 180 days after notice as provided below with Section 4.3 of this Supplemental Indenture;


 


(4)            failure
by the Company to comply for 90 days after notice as provided below with its other agreements contained in the Indenture (as it relates
to the Notes of such Series) or the Notes of such Series;


 


(5)            default
under any mortgage, indenture or similar instrument under which there is issued or by which there is secured or evidenced any Indebtedness
for money borrowed by the Company or the Subsidiary Guarantor (or the payment of which is Guaranteed by the Company or the Subsidiary
Guarantor), other than Indebtedness owed to a Subsidiary, whether such Indebtedness or Guarantee now exists or is created after the Issue
Date, which default:


 


(A)            is
caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period
provided in such Indebtedness (“payment default”); or


 


(B)            results
in the acceleration of such Indebtedness prior to its maturity;


 


and, in each case, the principal amount
of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there is an outstanding uncured
payment default or the maturity of which has been and remains so accelerated, aggregates $150.0 million or more;


 






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(6)            the
Company, pursuant to or within the meaning of any Bankruptcy Law:


 


(A)            commences
a voluntary case or voluntary proceeding;


 


(B)            consents
to the entry of a judgment, decree or order for relief against it in an involuntary case or involuntary proceeding;


 


(C)            consents
to the appointment of a Custodian of it or for any substantial part of its property;


 


(D)            makes
a general assignment of substantially all of its property for the benefit of its creditors; or


 


(E)            transmits
its written consent to or acquiescence in the institution of a bankruptcy proceeding or other collective proceeding for relief by or against
its creditors generally;


 


(7)            a
court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:


 


(A)            is
for relief in an involuntary case against the Company, pursuant to or within the meaning of the Bankruptcy Law;


 


(B)            appoints
a Custodian for all or substantially all of the property of the Company, pursuant to or within the meaning of the Bankruptcy Law; or


 


(C)            orders
the winding up or liquidation of the Company, pursuant to or within the meaning of the Bankruptcy Law; and


 


in case of (A), (B) or (C), the
order or decree remains unstayed or not dismissed and in effect for 60 days following the entry, issuance or effective date thereof; or


 


(8)            the
Subsidiary Guarantee by the Subsidiary Guarantor in respect of the Notes of such Series ceases to be in full force and effect (except
as contemplated by the terms of the Indenture) or is declared null and void in a judicial proceeding or the Subsidiary Guarantor denies
or disaffirms its obligations under the Indenture or such Subsidiary Guarantee, in each case unless such Subsidiary Guarantee has been
released pursuant to the terms of the Indenture.


 


(b)            Notwithstanding
Section 6.1(a), a default under Section 6.1(a)(3) or Section 6.1(a)(4) will not constitute
an Event of Default as to any Series until the Trustee or the Holders of at least 25% in principal amount of the then Outstanding
Notes of such Series notify the Company in writing of the Default and the Company does not cure such Default within the time specified
in Section 6.1(a)(3) or Section 6.1(a)(4) after receipt of such notice. Such notice must specify the
Default, demand that it be remedied, and state that such notice is a “Notice of Default.”


 






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SECTION 6.2.     Acceleration
of Maturity; Rescission and Annulment.








 


If an Event of Default (other
than an Event of Default described in Section 6.1(a)(6) or (7)) occurs and is continuing as to any Series, the
Trustee by written notice to the Company, or Holders of at least 25% in principal amount of the then outstanding Notes of such Series by
written notice to the Company and the Trustee, may, and the Trustee at the request of Holders of at least 25% in principal amount of the
then Outstanding Notes of such Series shall, declare the principal, premium, if any, and accrued and unpaid interest, if any, on
all the Notes of such Series to be due and payable. Such notice must specify the Event of Default and state that such notice is a
 “Notice of Acceleration.” Upon such a declaration, such principal, premium, if any, and accrued and unpaid interest will be
due and payable immediately.


 


In the event of a declaration
of acceleration of the Notes of any Series because an Event of Default described in Section 6.1(a)(5) has occurred
and is continuing, the declaration of acceleration of the Notes of such Series shall be automatically annulled if the Default triggering
such Event of Default pursuant to Section 6.1(a)(5) shall be remedied or cured by the Company or waived by the Holders
of the relevant Indebtedness within 20 days after the written notice of declaration of acceleration of the Notes of such Series with
respect thereto is received by the Company and if (1) the annulment of the acceleration of the Notes of such Series would not
conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment
of principal, premium, if any, or interest on the Notes of such Series that became due solely because of the acceleration of such
Notes, have been cured or waived.


 


If an Event of Default pursuant
to Section 6.1(a)(6) or (7) occurs as to any Series, the principal, premium, if any, and accrued and unpaid
interest on all the Notes of such Series will become and be immediately due and payable without any declaration or other act on the
part of the Trustee or any Holders.


 


At any time after a declaration
of acceleration as to any Series, but before a judgment or decree for the payment of the money due has been obtained by the Trustee, the
Holders of a majority in principal amount of the Outstanding Notes of such Series may by notice to the Trustee and the Company (including,
without limitation, waivers and consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) waive
all past defaults (except with respect to nonpayment of principal, premium, if any, or interest) and rescind any such acceleration with
respect to the Notes of such Series and its consequences if (1) rescission would not conflict with any judgment or decree of
a court of competent jurisdiction and (2) all existing Events of Default, other than the nonpayment of the principal of, premium,
if any, and interest on the Notes of such Series that have become due solely by such declaration of acceleration, have been cured
or waived.


 


Article VII


 


SATISFACTION AND DISCHARGE; DEFEASANCE


 


The satisfaction and discharge
and Defeasance and Covenant Defeasance provisions in Articles IV and XIII of the Base Indenture shall be applicable to the Notes of each
Series and the Subsidiary Guarantee thereof.


 



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In the case of a Covenant Defeasance
as to any Series, (i) the Company will be released from its obligations to comply with Sections 4.1, 4.2 and 4.3
of this Supplemental Indenture (for the benefit of Holders of Notes of such Series), Section 1004 of the Base Indenture (for the
benefit of Holders of Notes of such Series), and Section 801 of the Base Indenture (other than Section 8.01(2)) and (ii) the
events described in Section 6.1(a), clauses (3), (4) and (8) of this Supplemental Indenture shall no longer
constitute Events of Default with respect to Notes of such Series.








 


If the Company exercises its
Defeasance or its Covenant Defeasance option in respect of any Series of Notes, or satisfies and discharges the Indenture with respect
to the Notes of any Series, in each case the Subsidiary Guarantee in respect of such Notes (if in effect at such time) will terminate.


 


Article VIII


 


AMENDMENT, SUPPLEMENT AND WAIVER


 


Article IX of the Base
Indenture shall not apply to the Notes, provided that nothing in this Supplemental Indenture shall limit or affect the provisions of Article IX
of the Base Indenture (including Section 901(5) and Section 901(7) thereof) insofar as relating to any amendment or
waiver in respect of any series of Securities other than the Notes.


 


SECTION 8.1.     Without
Consent of Holders. Notwithstanding Section 8.2 and Section 8.3, without the consent of any Holder of Notes
of a Series, the Company and the Trustee may amend or supplement this Supplemental Indenture (as it relates to Notes of any Series and
the Subsidiary Guarantee of such Series), the Base Indenture (as it relates to the Notes of such Series and the Subsidiary Guarantee
of such Series) and the Notes of such Series to:


 


(1)            cure
any ambiguity, omission, defect or inconsistency;


 


(2)            provide
for the assumption by a successor entity of the obligations of the Company under this Supplemental Indenture, the Base Indenture (as it
relates to the Notes of such Series) or the Notes of such Series in accordance with Section 801 and Section 802 of the
Base Indenture;


 


(3)            provide
for or facilitate the issuance of uncertificated Notes of such Series in addition to or in place of certificated Notes (provided
that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code);


 


(4)            add
Guarantees with respect to the Notes of such Series or evidence the release of a Guarantor from its Guarantee in accordance with
the applicable provisions of the Indenture;


 


(5)            secure
the Notes of such Series or any Guarantee thereof;


 






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(6)            add
covenants of the Company or other obligor under the Indenture (as it relates to the Notes of such Series) or the Notes of such Series or
the respective Guarantees thereof, as the case may be, or Events of Default for the benefit of the Holders of the Notes of such Series or
the Guarantees of such Series or to make other changes that would provide additional rights to the Holders of the Notes of such Series or
to surrender any right or power conferred upon the Company or other such obligor;





 


(7)            make
any change that does not adversely affect the legal or contractual rights of any Holder under the Indenture (as it relates to the Notes
of such Series) or the Notes of such Series;


 


(8)            evidence
and provide for the acceptance of an appointment under the Indenture (as it relates to the Notes of such Series) of a successor trustee;
provided that the successor trustee is otherwise qualified and eligible to act as such under the terms of the Indenture (as it
relates to the Notes of such Series);


 


(9)            provide
for the issuance of Additional Notes of such Series permitted to be issued under the Indenture (as it relates to the Notes of such
Series);


 


(10)          comply
with the rules of any applicable securities depositary; or


 


(11)          conform
the text of this Supplemental Indenture (as it relates to Notes of any Series or the Subsidiary Guarantees of such Series), the Base
Indenture (as it relates to the Notes of such Series or the Subsidiary Guarantee of such Series), the Notes of such Series or
the Subsidiary Guarantee of such Series to any provision of the section of the Company’s Prospectus Supplement dated March 18,
2021 entitled “Description of Notes” or the “Description of Debt Securities” set forth in the accompanying base
prospectus to the extent that such provision in the “Description of Notes” or the “Description of Debt Securities”
was intended to be a verbatim recitation of a provision of the Indenture (as it relates to the Notes of such Series or the Subsidiary
Guarantee of such Series), the Notes of such Series or the Subsidiary Guarantee of such Series, which intent shall be established
by an Officers’ Certificate.


 


After an amendment, supplement
or waiver under the Indenture becomes effective, the Company is required to send to the applicable Holders a notice briefly describing
such amendment, supplement or waiver. However, the failure to give such notice to all the Holders, or any defect in the notice, will not
impair or affect the validity of any amendment, supplement or waiver.


 


SECTION 8.2.     With
Consent of Holders. Except as set forth in Section 8.1 and Section 8.3, the Company and the Trustee may amend
or supplement this Supplemental Indenture (as it relates to Notes of any Series and the Subsidiary Guarantee of such Series), the
Base Indenture (as it relates to Notes of any Series and the Subsidiary Guarantee of such Series) and the Notes of such Series with
the consent of the Holders of a majority in principal amount of the Notes of such Series then Outstanding voting as a single class
(including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes of such
Series) and any past default or compliance with any provisions of this Supplemental Indenture (as it relates to the Notes of any Series),
the Base Indenture (as it relates to the Notes of such Series) and the Notes of such Series may be waived with the consent of the
Holders of a majority in principal amount of the Notes of such Series then Outstanding voting as a single class (including, without
limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes of such Series).


 






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The consent of the Holders is
not necessary under the Indenture to approve the particular form of any proposed amendment, supplement or waiver. It is sufficient if
such consent approves the substance of the proposed amendment, supplement or waiver. A consent to any amendment, supplement or waiver
under the Indenture by any Holder of Notes of any Series given in connection with a tender of such Holder’s Notes will not
be rendered invalid by such tender.


 


SECTION 8.3.     Limitations.
Notwithstanding Section 8.2, without the consent of each Holder of an Outstanding Note of any Series affected, no amendment,
supplement or waiver may (with respect to any Notes of such Series held by a non-consenting Holder):


 


(1)            reduce
the principal amount of Notes of such Series whose Holders must consent to an amendment, supplement or waiver;


 


(2)            reduce
the stated rate of interest or extend the stated time for payment of interest on any Note of such Series;


 


(3)            reduce
the principal of or extend the Stated Maturity of any Note of such Series;


 


(4)            waive
a Default or Event of Default in the payment of principal of, premium, if any, or interest on the Notes of such Series (except a
rescission of acceleration of the Notes of such Series by Holders of a majority in aggregate principal amount of the then outstanding
Notes of such Series with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration);


 


(5)            reduce
the premium payable upon the redemption or repurchase of any Note of such Series or change the time at which any Note of such Series may
be redeemed or repurchased as described under Section 4.2 or Article III, whether through an amendment or waiver
of Section 4.2, Article III, related definitions or otherwise (except amendments to the definitions of “Change
of Control,” “Change of Control Triggering Event” or “Trigger Period”);


 


(6)            make
any Note of such Series payable in money other than that stated in the Note;


 


(7)            impair
the right of any Holder to receive payment of principal, premium, if any, and interest on such Holder’s Notes of such Series on
or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;


 


(8)            modify
the Subsidiary Guarantee of the Notes of such Series in any manner adverse to the Holders of the Notes of such Series; or


 






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(9)            make
any change in the amendment or waiver provisions that require each Holder’s consent.


  


SECTION 8.4.     Compliance
with Trust Indenture Act. Every amendment to this Supplemental Indenture, the Base Indenture (as it relates to the Notes) or the
Notes shall be set forth in a supplemental indenture hereto that complies with the Trust Indenture Act as then in effect. The Trustee
shall have no responsibility or liability for whether this Supplemental Indenture, the Base Indenture, the Notes, or any amendment to
any of them complies with the Trust Indenture Act or the Company’s compliance with the Trust Indenture Act.


 


SECTION 8.5.     Revocation
and Effect of Consents. Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of Notes is a continuing
consent by the Holder and every subsequent Holder of the Notes or portion of such Notes that evidences the same debt as the consenting
Holder’s Note or Notes, even if notation of the consent is not made on any such Note. However, any such Holder or subsequent Holder
may revoke the consent as to its Notes or portion of such Notes if the Trustee receives the notice of revocation before the date the
amendment or waiver becomes effective.


 


Any amendment or waiver in respect
of a Series of Notes once effective shall bind every Holder of Notes of such Series affected by such amendment or waiver unless
it is of the type described in any of the clauses of Section 8.3. In that case, the amendment or waiver shall bind each Holder
of a Note who has consented to it and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting
Holder’s Note.


 


The Company may, but shall not
be obligated to, fix a record date for the purpose of determining the Holders entitled to give their consent or take any other action
described above or required or permitted to be taken pursuant to this Supplemental Indenture in respect of a Series of Notes or the
Base Indenture (as it relates to the Notes of such Series). If a record date is fixed, then notwithstanding the immediately preceding
paragraph, those Persons who were Holders of Notes of such Series at such record date (or their duly designated proxies), and only
those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or
not such Persons continue to be Holders of Notes of such Series after such record date.


 


SECTION 8.6.     Notation
on or Exchange of Notes. The Trustee may place an appropriate notation about an amendment or waiver on the Notes. The Company in
exchange for the Notes may issue and the Trustee shall authenticate upon written request new Notes that reflect the amendment or waiver.


 


SECTION 8.7.     Effect
of Supplemental Indenture. Upon the execution of any supplemental indenture under this Article VIII, the Indenture (including
this Supplemental Indenture) shall be modified in accordance therewith, and such supplemental indenture shall form a part of the Indenture
for all purposes; and every Holder of Notes of the applicable Series theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.


 






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Article IX


 


SUBSIDIARY GUARANTEE








 


Article XIV of the Base
Indenture shall apply to each Series of the Notes, except as described in this Article IX. The Notes of any Series will
be fully and unconditionally Guaranteed (such Guarantee, with respect to such Series, the “Subsidiary Guarantee”) by
Diamondback O&G LLC (such entity during the period (and only during such period) that the Subsidiary Guarantee is in effect as to
such Series, with respect to such Series, the “Subsidiary Guarantor”) as a “Guarantor” as defined in the
Base Indenture.


 


SECTION 9.1.     Release
of a Guarantor. Solely with respect to the Notes, the ninth paragraph of Section 1401 of the Base Indenture shall not apply
to the Notes and instead the following shall apply:


 


The Subsidiary Guarantor shall
be released and discharged automatically and unconditionally from all its obligations under the Indenture and its Guarantee with respect
to a Series of Notes, and will cease to be a Guarantor with respect to such Notes, without any further action required on the part
of the Trustee or any Holder, (a) upon the release or discharge of the Company’s Guarantee of the Subsidiary Guarantor’s
obligations under its revolving credit facility (as amended, modified, restated, amended and restated or otherwise replaced or refinanced
from time to time, the “Subsidiary Credit Facility”), (b) upon the release or discharge of the Subsidiary Guarantor’s
obligations under the Subsidiary Credit Facility, (c) in connection with any Covenant Defeasance or Defeasance pursuant to Article XIII
of the Base Indenture as to such Series or satisfaction and discharge of such Series of Notes pursuant to Article IV of
the Base Indenture and Article VII of this Supplemental Indenture, or (d) if no Event of Default has occurred and is
then continuing as to such Series, upon the liquidation or dissolution of the Subsidiary Guarantor.


 


In the event the Subsidiary
Guarantor as to any Series is sold or disposed of (whether by merger, consolidation, the sale of a sufficient amount of its (or an
intermediate holding company’s) Capital Stock so that the Subsidiary Guarantor no longer constitutes a Subsidiary of the Company
or the sale of all or substantially all of its assets (other than by lease)), and whether or not the Subsidiary Guarantor is the surviving
entity in such transaction, to a Person that is not (and does not thereupon become) the Company or a Subsidiary of the Company, the Subsidiary
Guarantor will be released and discharged automatically and unconditionally from all its obligations under the Subsidiary Guarantee as
to the Notes of such Series and will cease to be the Subsidiary Guarantor as to the Notes of such Series, without any further action
required on the part of the Trustee or any Holder.


 


Upon delivery by the Company
to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that any of the conditions described above has
occurred, the Trustee shall execute any supplemental indenture or other documents reasonably requested by the Company in order to evidence
the release of the Subsidiary Guarantor as to any Series from its obligations under the Subsidiary Guarantee and the Indenture as
to the Notes of such Series.


 






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SECTION 9.2.     Guarantee
Evidenced by Indenture; No Notation of Guarantee.


 



(a)            The
Subsidiary Guarantee of the Subsidiary Guarantor as to the Notes of any Series shall be evidenced solely by its execution and delivery
of this Supplemental Indenture and not by an endorsement on, or attachment to, any Note of such Series or any Subsidiary Guarantee
thereof or notation thereof.


 


(b)            The
delivery of any Note of any Series by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the
Subsidiary Guarantee as to the Notes of such Series set forth in this Supplemental Indenture on behalf of the Subsidiary Guarantor
as to the Notes of such Series.


 


Article X


 


MISCELLANEOUS


 


SECTION 10.1.     Governing
Law. This Supplemental Indenture, the Indenture (as it relates to the Notes), the Notes and the Subsidiary Guarantees as to the Notes
shall be governed by, and construed in accordance with, the laws of the State of New York.


 


EACH OF THE COMPANY, THE SUBSIDIARY
GUARANTOR AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY
JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE INDENTURE (AS IT RELATES TO THE NOTES), THE
NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.


 


SECTION 10.2.     Successors.
All agreements of the Company and the Subsidiary Guarantor with respect to any Series in this Supplemental Indenture and any Notes
of such Series shall bind their respective successors. All agreements of the Trustee in this Supplemental Indenture shall bind its
successors.


 


SECTION 10.3.     Multiple
Originals. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all
of them together represent the same agreement. One signed copy is enough to prove this Supplemental Indenture. The exchange of copies
of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and
delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original instrument for all purposes.
Signature pages of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.


 


SECTION 10.4.     Paying
Agent and Security Registrar. The Company initially appoints the Trustee as Paying Agent and Security Registrar with respect to any
Global Notes.


 


SECTION 10.5.     Severability.
In case any provision in this Supplemental Indenture (as it relates to the Notes of any Series), the Indenture (as it relates to the
Notes of such Series), the Notes of such Series or the Subsidiary Guarantee as to such Series shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 






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SECTION 10.6.     Trust
Indenture Act Controls. If any provision of the Indenture (as it relates to the Notes of any Series) limits, qualifies, or conflicts
with another provision that is required or deemed to be included in the Indenture by the Trust Indenture Act, such required or deemed
provision shall control. If any provision of the Indenture (as it relates to the Notes of any Series) modifies or excludes any provision
of the Trust Indenture Act that may be so modified or excluded, the provision of the Trust Indenture Act shall be deemed to apply to
the Indenture (as it relates to such Notes) as so modified or shall be excluded, as the case may be.





 


SECTION 10.7.     Table
of Contents; Headings. The table of contents, cross-reference sheet and headings of the Articles and Sections of this Supplemental
Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify
or restrict any of the terms or provisions hereof.


 


SECTION 10.8.     No
Adverse Interpretation of Other Agreements. The Indenture insofar as relating to the Notes of any Series may not be used to
interpret any other indenture, loan or debt agreement (including the Indenture (including any other supplemental indenture thereto) insofar
as relating to any series of Securities other than the Notes of such Series) of the Company or any Subsidiaries or of any other Person.
Any such indenture, loan or debt agreement (including the Indenture (including any other supplemental indenture thereto) insofar as relating
to any Series of Securities other than the Notes of any Series) may not be used to interpret the Indenture insofar as relating to
the Notes of such Series.


 


SECTION 10.9.     Ratification
and Incorporation of Base Indenture. As supplemented hereby, the Base Indenture is in all respects ratified and confirmed, and the
Base Indenture and this Supplemental Indenture shall be read, taken and construed as one and the same instrument. This Supplemental Indenture
(as it relates to the Notes of any Series) shall form a part of the Indenture for all purposes (as it relates to the Notes of such Series),
and every Holder of Notes of such Series shall be bound hereby.


 


SECTION 10.10.     Benefits
of Supplemental Indenture. Nothing in this Supplemental Indenture (as it relates to the Notes of any Series) or the Base Indenture
(as it relates to the Notes of such Series) or in the Notes of such Series, express or implied, shall give to any Person, other than
the parties to this Supplemental Indenture and their successors hereunder and the Holders of the Notes of such Series, any benefit or
any legal or equitable right, remedy or claim under this Supplemental Indenture as it relates to the Notes of such Series or the
Indenture (as it relates to the Notes of such Series).





 



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IN WITNESS WHEREOF, the parties
hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.


 


	 	DIAMONDBACK ENERGY, INC.,
    as the Company
	 	 
	 	 
		By:     	/s/ Teresa L. Dick
		Name:	Teresa L. Dick
	 	Title:    	Executive Vice President, Chief Accounting
	 	 	Officer and Assistant Secretary




 


	 	DIAMONDBACK O&G LLC, as
    Subsidiary Guarantor
	 	 
	 	 
	 	By:     	/s/ Teresa L. Dick
	 	Name:	Teresa L. Dick
	 	Title:     	Executive Vice President, Chief Accounting
	 	 	Officer and Assistant Secretary






 


[Signature page to
the Third Supplemental Indenture]


 



    


     


    




 


	 	TRUSTEE:
	 	 
	 	WELLS FARGO BANK,
    NATIONAL ASSOCIATION, as Trustee
	 	 
	 	 
	 	By: 	/s/ Patrick T.
    Giordano
	 	Name:	Patrick T. Giordano
	 	Title:  	Vice President



 


[Signature page to the Third Supplemental
Indenture]


 






    


     


    

 






EXHIBIT A


 


FORM OF
FACE OF 2023 NOTE


 


[THIS SECURITY IS A GLOBAL NOTE WITHIN THE MEANING
OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”) TO THE NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.


 


UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY SECURITY ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.](1)


 





 



(1)     Depositary
legend, if applicable.


 






    A-1 


     


    

 


	No.	 	                                           Principal Amount $
		 	[as revised by the Schedule of Increases
		 	and Decreases in the Global Note attached hereto]1




 


CUSIP
NO. 25278X AS8


ISIN
US25278XAS80


 


diamondback
ENERGY, inc.


 


0.900%
SENIOR Note due 2023


 


Diamondback
Energy, Inc., a Delaware corporation, promises to pay to [Cede & Co.]1 or registered assigns, the principal
sum of [
                
] Dollars, [as revised by the Schedule of Increases and Decreases in the Global Note attached hereto]1, on March 24,
2023.


 


Interest
Payment Dates: March 24 and September 24, commencing September 24, 2021.


 


Regular
Record Dates: March 9 and September 9.


 


Additional provisions of this
2023 Note are set forth on the other side of this 2023 Note.


 





 



1 For Global Notes.


 






    A-2 


     


    

 


IN WITNESS WHEREOF, the Company
has caused this 2023 Note to be signed manually or by facsimile by its duly authorized officers.


 


	 	DIAMONDBACK ENERGY, INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 






    A-3 


     


    

 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


Dated:


 


[____________________],


as Trustee, certifies that this is one of the
2023 Notes referred to in


the Indenture.


 


	By:		 
	 	Authorized Signatory	 




 






    A-4 


     


    

 


FORM OF
REVERSE SIDE OF NOTE


 


0.900%
Senior Note due 2023


 


1.            Interest


 


Diamondback Energy, Inc.,
a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called
the “Company”), promises to pay interest on the principal amount of this 2023 Note at the rate per annum shown above.


 


The
Company shall pay interest semiannually on March 24 and September 24 of each year, commencing September 24, 2021.
Interest on the 2023 Notes shall accrue from the most recent date to which interest has been paid on the 2023 Notes or, if no interest
has been paid, from March 24, 2021. The Company shall pay interest on overdue principal or premium, if any (plus interest on overdue
installments of interest to the extent lawful), at the rate borne by the 2023 Notes to the extent lawful. Interest shall be computed on
the basis of a 360-day year comprised of twelve 30-day months.


 


2.            Method
of Payment


 


By no later than 12:30 p.m. (New
York City time) on the date on which any principal of, premium, if any, or interest on any 2023 Note is due and payable, the Company shall
irrevocably deposit with the Trustee or the Paying Agent money sufficient to pay such principal, premium, if any, or interest. The Company
shall pay interest (except Defaulted Interest) to the Persons who are registered Holders at the close of business on the March 9
or September 9 immediately preceding the interest payment date even if the 2023 Notes are cancelled or repurchased after the Regular
Record Date and on or before the Interest Payment Date. Holders must surrender the 2023 Notes to a Paying Agent to collect principal payments.
The Company shall pay principal of, premium, if any, and interest on the 2023 Notes in money of the United States that at the time of
payment is legal tender for payment of public and private debts. The Company shall pay principal of, premium, if any, and interest on
the 2023 Notes at the office or agency designated by the Company in the Borough of Manhattan, The City of New York. The Company shall
pay principal of, premium, if any, and interest on the Global Notes registered in the name of or held by the Depositary or its nominee
in immediately available funds to the Depositary or its nominee, as the case may be, as the registered holder of such Global Note. The
Company shall make all payments in respect of a Definitive Note by mailing a check to the registered address of each Holder thereof as
such address shall appear in the Security Registrar’s books; provided, however, that payments on the 2023 Notes represented
by Definitive Notes may also be made, in the case of a Holder of at least $1,000,000 aggregate principal amount of 2023 Notes represented
by Definitive Notes, by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder
elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent in accordance with the terms of the Indenture.


 


3.            Paying
Agent and Security Registrar


 


Initially, Wells Fargo Bank,
National Association, the trustee under the Indenture (such corporation, and its successors and assigns under the Indenture hereinafter
referred to, being herein called the “Trustee”), shall act as Paying Agent and Security Registrar. The Company may
appoint and change any Paying Agent or Security Registrar without notice to any Holder. The Company or any of its Subsidiaries may act
as Paying Agent or Security Registrar.


 






    A-5 


     


    

 


4.            Indenture


 


The
Company issued the 2023 Notes as a Series of Securities under the Indenture dated as of December 5, 2019 (the “Base
Indenture”) between the Company and Trustee, as supplemented by the Third Supplemental Indenture, dated as of March 24,
2021 (the “Supplemental Indenture” and, together with the Base Indenture and any one or more additional supplemental
indentures thereto, herein called the “Indenture”) among the Company, Diamondback O&G LLC, a Delaware limited liability
company (the “Subsidiary Guarantor”), and the Trustee. The terms of the 2023 Notes include those stated in the Indenture
and those made part of the Indenture by reference to the Trust Indenture Act. Capitalized terms used herein and not defined herein have
the meanings ascribed thereto in the Indenture. The 2023 Notes are subject to all such terms, and Holders are referred to the Indenture
and the Trust Indenture Act for a statement of those terms. In the event of any inconsistency between the terms of this 2023 Note and
the terms of the Indenture, the terms of the Indenture shall control.


 


The aggregate principal amount
of 2023 Notes that may be authenticated and delivered under the Indenture is unlimited. This 2023 Note is one of the 0.900% Senior Notes
due 2023 referred to in the Indenture. The 2023 Notes include (i) $650,000,000 aggregate principal amount of the Company’s
0.900% Senior Notes due 2023 issued under the Indenture on March 24, 2021 in an offering registered under the Securities Act (the
 “Initial Notes”), and (ii) if and when issued, an unlimited principal amount of additional 0.900% Senior Notes
due 2023 that may be issued from time to time, under the Indenture, subsequent to March 24, 2021 (the “Additional Notes”
and, together with the Initial Notes, the “2023 Notes”). The Initial Notes and the Additional Notes shall be considered
collectively as a single Series of Securities for all purposes of the Indenture.


 


5.            Redemption


 


(a)            Except
as set forth in Section 5(b), the 2023 Notes will be redeemable at the Company’s option, at any time in whole or from time
to time in part, in principal amounts of $2,000 or any integral multiple of $1,000 in excess thereof, upon not less than 10 nor more than
60 days’ notice on any date prior to the Stated Maturity.


 


(b)            Except
as set forth in Section 6, the 2023 Notes may not be redeemed in whole or in part at any time prior to September 24, 2021 (the
 “2023 Notes Par Call Date”).


 


(c)            On
or after the 2023 Notes Par Call Date, the 2023 Notes may be redeemed at a Redemption Price equal to 100% of the principal amount of the
2023 Notes to be redeemed plus interest accrued thereon to but not including the Redemption Date (provided that interest payments due
on or prior to the Redemption Date will be paid to the record Holders of such 2023 Notes on the relevant Regular Record Date).


 






    A-6 


     


    

 


6.            Change
of Control


 


If a Change of Control Triggering
Event with respect to the 2023 Notes occurs, unless the Company has exercised its right to redeem all of the 2023 Notes pursuant to Section 3.1
of the Supplemental Indenture, each Holder of 2023 Notes will have the right to require the Company to repurchase all or any part (equal
to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s 2023 Notes at a purchase price in cash equal to
101% of the principal amount of such 2023 Notes plus accrued and unpaid interest, if any, to the date of purchase (subject to the right
of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date) as provided in, and subject
to the terms of, the Indenture. The Company may redeem the 2023 Notes that remain outstanding after a Change of Control in the circumstances
specified in Section 4.2(e) of the Supplemental Indenture.


 


7.            Denominations;
Transfer; Exchange


 


The 2023 Notes are in registered
form without coupons in denominations of principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. A Holder may
transfer or exchange 2023 Notes in accordance with the Indenture. The Security Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents. No service charge will be imposed by the Company, the Trustee or the
Security Registrar for any registration of transfer or exchange of 2023 Notes, but the Company may require a Holder to pay a sum sufficient
to cover any transfer tax or other governmental taxes and fees required by law or permitted by the Indenture. The Company is not required
to transfer or exchange any 2023 Note selected for redemption or any 2023 Note for a period of 15 days before a selection of 2023 Notes
to be redeemed.


 


8.            Persons
Deemed Owners


 


The registered Holder of this
2023 Note shall be treated as the owner of it for all purposes.


 


9.            Unclaimed
Money


 


If money for the payment of
the principal of, or premium, if any, or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back
to the Company at its written request unless an abandoned property law designates another Person. After any such payment, Holders entitled
to the money must look only to the Company and not to the Trustee or the Paying Agent for payment.


 


10.            Defeasance


 


Subject to certain conditions
set forth in the Indenture, the Company at any time may terminate some or all of its obligations under the 2023 Notes and the Indenture
(as it relates to the 2023 Notes) if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal,
premium, if any, and interest on the 2023 Notes to Stated Maturity.


 






    A-7 


     


    

 


11.            Amendment,
Supplement and Waiver


 


The Supplemental Indenture (as
it relates to the 2023 Notes), the Base Indenture (as it relates to the 2023 Notes) and the 2023 Notes may be amended or supplemented
and certain provisions may be waived as provided in the Indenture.


 


12.            Defaults
and Remedies


 


The Events of Default as to
the 2023 Notes are defined in Section 6.1 of the Supplemental Indenture. Upon the occurrence of an Event of Default, the rights and
obligations of the Company, the Subsidiary Guarantor, the Trustee and the Holders shall be as set forth in the applicable provisions of
the Indenture.


 


13.            Trustee
Dealings with the Company


 


Subject to certain limitations
set forth in the Indenture, the Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the
Company or the Subsidiary Guarantor, in its individual or any other capacity, may become the owner or pledgee of 2023 Notes and may otherwise
deal with the Company or the Subsidiary Guarantor with the same rights it would have if it were not Trustee, Authenticating Agent, Paying
Agent, Security Registrar or such other agent.


 


14.            No
Recourse Against Others


 


No past, present or future director,
officer, employee, manager, member, partner, incorporator or stockholder of the Company or the Subsidiary Guarantor, as such, will have
any liability for any obligations of the Company or the Subsidiary Guarantor, respectively, under the 2023 Notes or the Indenture or for
any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of 2023 Notes by accepting a 2023
Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the 2023 Notes.


 


15.            Authentication


 


This 2023 Note shall not be
valid until an authorized signatory of the Trustee (or an Authenticating Agent acting on its behalf) manually signs the certificate of
authentication on the other side of this 2023 Note.


 


16.            Abbreviations


 


Customary abbreviations may
be used in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entirety), JT TEN (=joint
tenants with rights of survivorship and not as tenants in common), CUST (=custodian) and U/G/M/A (=Uniform Gift to Minors Act).


 






    A-8 


     


    

 


17.            CUSIP
Numbers


 


Pursuant to a recommendation
promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the
2023 Notes. No representation is made as to the accuracy of such numbers as printed on the 2023 Notes and reliance may be placed only
on the other identification numbers placed thereon.


 


18.            Governing
Law


 


This 2023 Note shall be governed
by, and construed in accordance with, the laws of the State of New York.


 






    A-9 


     


    

 






ASSIGNMENT
FORM


 


To assign this 2023 Note, fill in the form below:


 


I or we assign and transfer this 2023 Note to


 


 






(Print or type assignee’s name, address and
zip code)


 





 






(Insert assignee’s soc. sec. or tax I.D.
No.)


 


and irrevocably appoint _______________ agent
to transfer this 2023 Note on the books of the Company. The agent may substitute another to act for him.


 





 



 


	Date: 	 	 	Your Signature: 	 
	 	 	 
	Signature Guarantee:	 	 	 
	 	 	(Signature must be guaranteed)



 


Sign exactly as your name appears on the other
side of this 2023 Note.


 


The signature(s) should be guaranteed by
an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved
signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15.


 






    A-10


     


    

 


OPTION
OF HOLDER TO ELECT PURCHASE


 


If you want to elect to have
only part of this 2023 Note purchased by the Company pursuant to Section 4.2 of the Supplemental Indenture, state the amount in principal
amount (must be in denominations of $2,000 or an integral multiple of $1,000 in excess thereof): $____________________________________
and specify the denomination or denominations (which shall not be less than the minimum authorized denomination) of the 2023 Notes to
be issued to the Holder for the portion of the within 2023 Note not being repurchased (in the absence of any such specification, one such
2023 Note shall be issued for the portion not being repurchased).


 


 


	Date: 	 	 	Your Signature: 	 
	 	 	(Sign exactly as your name
appears on the other side of the Note)
	 	 	 
	 	 	 
	Date:	 	 	 
	 	(Signature must be guaranteed)	 	 


 


The signature(s) should be guaranteed by
an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved
signature guarantee medallion program), pursuant to SEC Rule 17Ad-15.


 






    A-11


     


    

 


[TO BE
ATTACHED TO GLOBAL NOTES]


 


SCHEDULE
OF INCREASES AND DECREASES IN GLOBAL NOTE(4)


 


The following increases or decreases in this Global
Note have been made:


 


	Date of
 Increase /
 Decrease	 	Amount of
 decrease in 
 Principal 
 Amount of this 
 Global Note	 	Amount of
 increase in 
 Principal Amount 
 of this Global 
 Note	 	Principal Amount 
 of this Global 
 Note following 
 such decrease or 
 increase	 	Signature of 
 authorized 
 signatory of 
 Trustee or Notes
 Custodian
	 	 	 	 	 	 	 	 	 




 





 






(4)            For
Global Notes.


 






    A-12


     


    

 


EXHIBIT B


 


FORM OF
FACE OF 2031 NOTE


 


[THIS SECURITY IS A GLOBAL NOTE WITHIN THE MEANING
OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”) TO THE NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.


 


UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY SECURITY ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.](1)


 





 



(1)            Depositary
legend, if applicable.


 






    B-1


     


    

 


	No.	Principal Amount $
	 	[as revised by the Schedule of Increases
	 	and Decreases in the Global Note attached hereto]2



 


CUSIP
NO. 25278X AR0


ISIN
US25278XAR08


 


diamondback
ENERGY, inc.


 


3.125%
Senior Note due 2031


 


Diamondback Energy, Inc.,
a Delaware corporation, promises to pay to [Cede & Co.]1 or registered assigns, the principal sum of [ ] Dollars,
[as revised by the Schedule of Increases and Decreases in the Global Note attached hereto]1, on March 24, 2031.


 


Interest Payment Dates: March 24
and September 24, commencing September 24, 2021.


 


Regular
Record Dates: March 9 and September 9.


 


Additional provisions of this
2031 Note are set forth on the other side of this 2031 Note.


 





 



2 For Global Notes.


 






    B-2


     


    

 


IN WITNESS WHEREOF, the Company
has caused this 2031 Note to be signed manually or by facsimile by its duly authorized officers.


 


	 	DIAMONDBACK ENERGY, INC.
	 	 
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	 
	 	By:	                       
	 	Name:
	 	Title:



 






    B-3


     


    

 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


Dated:


 


[____________________],


 


as Trustee, certifies that this is one of the
2031 Notes referred to in


 


the Indenture.


 


	By:	 	 
	Authorized Signatory	 



 






    B-4


     


    

 


FORM OF
REVERSE SIDE OF NOTE


 


3.125%
Senior Note due 2031


 


1.            Interest


 


Diamondback Energy, Inc.,
a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called
the “Company”), promises to pay interest on the principal amount of this 2031 Note at the rate per annum shown above.


 


The Company shall pay interest
semiannually on March 24 and September 24 of each year, commencing September 24, 2021. Interest on the 2031 Notes shall
accrue from the most recent date to which interest has been paid on the 2031 Notes or, if no interest has been paid, from March 24,
2021. The Company shall pay interest on overdue principal or premium, if any (plus interest on overdue installments of interest to the
extent lawful), at the rate borne by the 2031 Notes to the extent lawful. Interest shall be computed on the basis of a 360-day year comprised
of twelve 30-day months.


 


2.            Method
of Payment


 


By no later than 12:30 p.m. (New
York City time) on the date on which any principal of, premium, if any, or interest on any 2031 Note is due and payable, the Company shall
irrevocably deposit with the Trustee or the Paying Agent money sufficient to pay such principal, premium, if any, or interest. The Company
shall pay interest (except Defaulted Interest) to the Persons who are registered Holders at the close of business on the March 9
or September 9 immediately preceding the interest payment date even if the 2031 Notes are cancelled or repurchased after the Regular
Record Date and on or before the Interest Payment Date. Holders must surrender the 2031 Notes to a Paying Agent to collect principal payments.
The Company shall pay principal of, premium, if any, and interest on the 2031 Notes in money of the United States that at the time of
payment is legal tender for payment of public and private debts. The Company shall pay principal of, premium, if any, and interest on
the 2031 Notes at the office or agency designated by the Company in the Borough of Manhattan, The City of New York. The Company shall
pay principal of, premium, if any, and interest on the Global Notes registered in the name of or held by the Depositary or its nominee
in immediately available funds to the Depositary or its nominee, as the case may be, as the registered holder of such Global Note. The
Company shall make all payments in respect of a Definitive Note by mailing a check to the registered address of each Holder thereof as
such address shall appear in the Security Registrar’s books; provided, however, that payments on the 2031 Notes represented
by Definitive Notes may also be made, in the case of a Holder of at least $1,000,000 aggregate principal amount of 2031 Notes represented
by Definitive Notes, by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder
elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent in accordance with the terms of the Indenture.


 






    B-5


     


    

 


3.            Paying
Agent and Security Registrar


 


Initially, Wells Fargo Bank,
National Association, the trustee under the Indenture (such corporation, and its successors and assigns under the Indenture hereinafter
referred to, being herein called the “Trustee”), shall act as Paying Agent and Security Registrar. The Company may
appoint and change any Paying Agent or Security Registrar without notice to any Holder. The Company or any of its Subsidiaries may act
as Paying Agent or Security Registrar.


 


4.            Indenture


 


The
Company issued the 2031 Notes as a Series of Securities under the Indenture dated as of December 5, 2019 (the “Base
Indenture”) between the Company and Trustee, as supplemented by the Third Supplemental Indenture, dated as of March 24,
2021 (the “Supplemental Indenture” and, together with the Base Indenture and any one or more additional supplemental
indentures thereto, herein called the “Indenture”) among the Company, Diamondback O&G LLC, a Delaware limited liability
company (the “Subsidiary Guarantor”), and the Trustee. The terms of the 2031 Notes include those stated in the Indenture
and those made part of the Indenture by reference to the Trust Indenture Act. Capitalized terms used herein and not defined herein have
the meanings ascribed thereto in the Indenture. The 2031 Notes are subject to all such terms, and Holders are referred to the Indenture
and the Trust Indenture Act for a statement of those terms. In the event of any inconsistency between the terms of this 2031 Note and
the terms of the Indenture, the terms of the Indenture shall control.


 


The aggregate principal amount
of 2031 Notes that may be authenticated and delivered under the Indenture is unlimited. This 2031 Note is one of the 3.125% Senior Notes
due 2031 referred to in the Indenture. The 2031 Notes include (i) $900,000,000 aggregate principal amount of the Company’s
3.125% Senior Notes due 2031 issued under the Indenture on March 24, 2021 in an offering registered under the Securities Act (the
 “Initial Notes”), and (ii) if and when issued, an unlimited principal amount of additional 3.125% Senior Notes
due 2031 that may be issued from time to time, under the Indenture, subsequent to March 24, 2021 (the “Additional Notes”
and, together with the Initial Notes, the “2031 Notes”). The Initial Notes and the Additional Notes shall be considered
collectively as a single Series of Securities for all purposes of the Indenture.


 


5.            Redemption


 


(a)           The
2031 Notes will be redeemable at the Company’s option, at any time in whole or from time to time in part, in principal amounts of
$2,000 or any integral multiple of $1,000 in excess thereof, upon not less than 10 nor more than 60 days’ notice on any date prior
to the Stated Maturity.


 


(b)            Before
December 24, 2030 (the “2031 Notes Par Call Date”), the 2031 Notes may be redeemed at a Redemption Price equal
to the greater of (A) 100% of the principal amount of the 2031 Notes to be redeemed and (B) the sum of the present values of
the remaining scheduled payments of principal and interest on such 2031 Notes to be redeemed that would have become due after the Redemption
Date if such 2031 Notes matured on the 2031 Notes Par Call Date but for the redemption (not including any portion of such payments consisting
of interest accrued to but not including the Redemption Date) discounted to the redemption date on a semi-annual basis (assuming a 360-day
year comprising twelve 30-day months) at the Treasury Rate plus 25 basis points, plus interest accrued on such 2031 Notes to but not including
the Redemption Date (provided that interest payments due on or prior to the Redemption Date will be paid to the record Holders of such
2031 Notes on the relevant Regular Record Date).


 






    B-6


     


    

 


(c)            On
or after the 2031 Notes Par Call Date, the 2031 Notes may be redeemed at a Redemption Price equal to 100% of the principal amount of the
2031 Notes to be redeemed plus interest accrued thereon to but not including the Redemption Date (provided that interest payments due
on or prior to the Redemption Date will be paid to the record Holders of such 2031 Notes on the relevant Regular Record Date).


 


6.            Change
of Control


 


If
a Change of Control Triggering Event with respect to the 2031 Notes occurs, unless the Company has exercised its right to redeem all of
the 2031 Notes pursuant to Section 3.1 of the Supplemental Indenture, each Holder of 2031 Notes will have the right to require the
Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s 2031
Notes at a purchase price in cash equal to 101% of the principal amount of such 2031 Notes plus accrued and unpaid interest, if any, to
the date of purchase (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest
Payment Date) as provided in, and subject to the terms of, the Indenture. The Company may redeem the 2031 Notes that remain outstanding
after a Change of Control in the circumstances specified in Section 4.2(e) of the Supplemental Indenture.


 


7.            Denominations;
Transfer; Exchange


 


The 2031 Notes are in registered
form without coupons in denominations of principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. A Holder may
transfer or exchange 2031 Notes in accordance with the Indenture. The Security Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents. No service charge will be imposed by the Company, the Trustee or the
Security Registrar for any registration of transfer or exchange of 2031 Notes, but the Company may require a Holder to pay a sum sufficient
to cover any transfer tax or other governmental taxes and fees required by law or permitted by the Indenture. The Company is not required
to transfer or exchange any 2031 Note selected for redemption or any 2031 Note for a period of 15 days before a selection of 2031 Notes
to be redeemed.


 


8.            Persons
Deemed Owners


 


The registered Holder of this
2031 Note shall be treated as the owner of it for all purposes.


 


9.            Unclaimed
Money


 


If money for the payment of
the principal of, or premium, if any, or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back
to the Company at its written request unless an abandoned property law designates another Person. After any such payment, Holders entitled
to the money must look only to the Company and not to the Trustee or the Paying Agent for payment.


 






    B-7


     


    

 


10.            Defeasance


 


Subject to certain conditions
set forth in the Indenture, the Company at any time may terminate some or all of its obligations under the 2031 Notes and the Indenture
(as it relates to the 2031 Notes) if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal,
premium, if any, and interest on the 2031 Notes to Stated Maturity.


 


11.            Amendment,
Supplement and Waiver


 


The Supplemental Indenture (as
it relates to the 2031 Notes), the Base Indenture (as it relates to the 2031 Notes) and the 2031 Notes may be amended or supplemented
and certain provisions may be waived as provided in the Indenture.


 


12.            Defaults
and Remedies


 


The Events of Default as to
the 2031 Notes are defined in Section 6.1 of the Supplemental Indenture. Upon the occurrence of an Event of Default, the rights and
obligations of the Company, the Subsidiary Guarantor, the Trustee and the Holders shall be as set forth in the applicable provisions of
the Indenture.


 


13.            Trustee
Dealings with the Company


 


Subject to certain limitations
set forth in the Indenture, the Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the
Company or the Subsidiary Guarantor, in its individual or any other capacity, may become the owner or pledgee of 2031 Notes and may otherwise
deal with the Company or the Subsidiary Guarantor with the same rights it would have if it were not Trustee, Authenticating Agent, Paying
Agent, Security Registrar or such other agent.


 


14.            No
Recourse Against Others


 


No past, present or future director,
officer, employee, manager, member, partner, incorporator or stockholder of the Company or the Subsidiary Guarantor, as such, will have
any liability for any obligations of the Company or the Subsidiary Guarantor, respectively, under the 2031 Notes or the Indenture or for
any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of 2031 Notes by accepting a 2031
Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the 2031 Notes.


 


15.            Authentication


 


This 2031 Note shall not be
valid until an authorized signatory of the Trustee (or an Authenticating Agent acting on its behalf) manually signs the certificate of
authentication on the other side of this 2031 Note.


 






    B-8


     


    

 


16.            Abbreviations


 


Customary abbreviations may
be used in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entirety), JT TEN (=joint
tenants with rights of survivorship and not as tenants in common), CUST (=custodian) and U/G/M/A (=Uniform Gift to Minors Act).


 


17.            CUSIP
Numbers


 


Pursuant to a recommendation
promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the
2031 Notes. No representation is made as to the accuracy of such numbers as printed on the 2031 Notes and reliance may be placed only
on the other identification numbers placed thereon.


 


18.            Governing
Law


 


This 2031 Note shall be governed
by, and construed in accordance with, the laws of the State of New York.


 






    B-9


     


    

 


ASSIGNMENT
FORM


 


To assign this 2031 Note, fill in the form below:


 


I or we assign and transfer this 2031 Note to


 





 






(Print or type assignee’s name, address and
zip code)


 


 





 






(Insert assignee’s soc. sec. or tax I.D.
No.)


 


and irrevocably appoint _______________ agent
to transfer this 2031 Note on the books of the Company. The agent may substitute another to act for him.


 





 



 





	Date: 	 	 	Your Signature: 	 
	 	 	 
	Signature Guarantee:	 	 	 
	 	 	(Signature must be guaranteed)


 


Sign exactly as your name appears on the other
side of this 2031 Note.


 


The signature(s) should be guaranteed by
an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved
signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15.


 






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OPTION
OF HOLDER TO ELECT PURCHASE


 


If you want to elect to have
only part of this 2031 Note purchased by the Company pursuant to Section 4.2 of the Supplemental Indenture, state the amount in principal
amount (must be in denominations of $2,000 or an integral multiple of $1,000 in excess thereof): $____________________________________
and specify the denomination or denominations (which shall not be less than the minimum authorized denomination) of the 2031 Notes to
be issued to the Holder for the portion of the within 2031 Note not being repurchased (in the absence of any such specification, one such
2031 Note shall be issued for the portion not being repurchased).


 


	Date: 	 	 	Your Signature: 	 
	 	 	(Sign exactly as your name
appears on the other side of the Note)
	 	 	 
	 	 	 
	Date:	 	 	 
	 	(Signature must be guaranteed)	 	 


 


The signature(s) should be guaranteed by
an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved
signature guarantee medallion program), pursuant to SEC Rule 17Ad-15.


 






    B-11


     


    

 


[TO BE
ATTACHED TO GLOBAL NOTES]


 


SCHEDULE
OF INCREASES AND DECREASES IN GLOBAL NOTE(4)


 


The following increases or decreases in this Global
Note have been made:


 


	Date of
 Increase /
 Decrease	 	Amount of
 decrease in 
 Principal 
 Amount of this
 Global Note	 	Amount of
 increase in 
 Principal Amount 
 of this Global 
 Note	 	Principal Amount 
 of this Global 
 Note following
 such decrease or 
 increase	 	Signature of 
 authorized 
 signatory of 
 Trustee or Notes
 Custodian
	 	 	 	 	 	 	 	 	 




 


___________________________


 


(4)            For
Global Notes.


 






    B-12


     


    

 






EXHIBIT C


 


FORM OF
FACE OF 2051 NOTE


 


[THIS SECURITY IS A GLOBAL NOTE WITHIN THE MEANING
OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”) TO THE NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.


 


UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY SECURITY ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.](1)


 


 






		(1)	Depositary legend, if applicable.



 






    C-1


     


    

 


	No.	               Principal Amount $






[as revised by the Schedule
of Increases


and Decreases in the Global
Note attached hereto]3


 


CUSIP NO. 25278X AQ2


ISIN US25278XAQ25


 


diamondback
ENERGY, inc.


 


4.400%
Senior Note due 2051


 


Diamondback Energy, Inc.,
a Delaware corporation, promises to pay to [Cede & Co.]1 or registered assigns, the principal sum of [                   ] Dollars,
[as revised by the Schedule of Increases and Decreases in the Global Note attached hereto]1, on March 24, 2051.


 


Interest Payment Dates: March 24
and September 24, commencing September 24, 2021.


 


Regular
Record Dates: March 9 and September 9.


 


Additional provisions of this
2051 Note are set forth on the other side of this 2051 Note.


 


 






3 For Global Notes.


 






    C-2


     


    

 


IN WITNESS WHEREOF, the Company
has caused this 2051 Note to be signed manually or by facsimile by its duly authorized officers.


 





 


	 	DIAMONDBACK ENERGY, INC.
	 	 	 
	 	By:	                    
	 	Name:
	 	Title:
	 	 
	 	By:	 
	 	Name:
	 	Title:



 






    C-3


     


    

 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


Dated:


 


[____________________],


 


as Trustee, certifies that this is one of the
2051 Notes referred to in


 


the Indenture.


 


	By:	 	 
	 	Authorized Signatory	 



 



    C-4


     


    




 


FORM OF
REVERSE SIDE OF NOTE


 


4.400%
Senior Note due 2051


 


		1.	Interest



 


Diamondback Energy, Inc.,
a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called
the “Company”), promises to pay interest on the principal amount of this 2051 Note at the rate per annum shown above.


 


The Company shall pay interest
semiannually on March 24 and September 24 of each year, commencing September 24, 2021. Interest on the 2051 Notes shall
accrue from the most recent date to which interest has been paid on the 2051 Notes or, if no interest has been paid, from March 24,
2021. The Company shall pay interest on overdue principal or premium, if any (plus interest on overdue installments of interest to the
extent lawful), at the rate borne by the 2051 Notes to the extent lawful. Interest shall be computed on the basis of a 360-day year comprised
of twelve 30-day months.


 


		2.	Method of Payment



 


By no later than 12:30 p.m. (New
York City time) on the date on which any principal of, premium, if any, or interest on any 2051 Note is due and payable, the Company shall
irrevocably deposit with the Trustee or the Paying Agent money sufficient to pay such principal, premium, if any, or interest. The Company
shall pay interest (except Defaulted Interest) to the Persons who are registered Holders at the close of business on the March 9
or September 9 immediately preceding the interest payment date even if the 2051 Notes are cancelled or repurchased after the Regular
Record Date and on or before the Interest Payment Date. Holders must surrender the 2051 Notes to a Paying Agent to collect principal payments.
The Company shall pay principal of, premium, if any, and interest on the 2051 Notes in money of the United States that at the time of
payment is legal tender for payment of public and private debts. The Company shall pay principal of, premium, if any, and interest on
the 2051 Notes at the office or agency designated by the Company in the Borough of Manhattan, The City of New York. The Company shall
pay principal of, premium, if any, and interest on the Global Notes registered in the name of or held by the Depositary or its nominee
in immediately available funds to the Depositary or its nominee, as the case may be, as the registered holder of such Global Note. The
Company shall make all payments in respect of a Definitive Note by mailing a check to the registered address of each Holder thereof as
such address shall appear in the Security Registrar’s books; provided, however, that payments on the 2051 Notes represented
by Definitive Notes may also be made, in the case of a Holder of at least $1,000,000 aggregate principal amount of 2051 Notes represented
by Definitive Notes, by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder
elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent in accordance with the terms of the Indenture.


 


		3.	Paying Agent and Security Registrar



 


Initially, Wells Fargo Bank,
National Association, the trustee under the Indenture (such corporation, and its successors and assigns under the Indenture hereinafter
referred to, being herein called the “Trustee”), shall act as Paying Agent and Security Registrar. The Company may
appoint and change any Paying Agent or Security Registrar without notice to any Holder. The Company or any of its Subsidiaries may act
as Paying Agent or Security Registrar.


 






    C-5


     


    

 


		4.	Indenture



 


The
Company issued the 2051 Notes as a Series of Securities under the Indenture dated as of December 5, 2019 (the “Base
Indenture”) between the Company and Trustee, as supplemented by the Third Supplemental Indenture, dated as of March 24,
2021 (the “Supplemental Indenture” and, together with the Base Indenture and any one or more additional supplemental
indentures thereto, herein called the “Indenture”) among the Company, Diamondback O&G LLC, a Delaware limited liability
company (the “Subsidiary Guarantor”), and the Trustee. The terms of the 2051 Notes include those stated in the Indenture
and those made part of the Indenture by reference to the Trust Indenture Act. Capitalized terms used herein and not defined herein have
the meanings ascribed thereto in the Indenture. The 2051 Notes are subject to all such terms, and Holders are referred to the Indenture
and the Trust Indenture Act for a statement of those terms. In the event of any inconsistency between the terms of this 2051 Note and
the terms of the Indenture, the terms of the Indenture shall control.


 


The aggregate principal amount
of 2051 Notes that may be authenticated and delivered under the Indenture is unlimited. This 2051 Note is one of the 4.400% Senior Notes
due 2051 referred to in the Indenture. The 2051 Notes include (i) $650,000,000 aggregate principal amount of the Company’s
4.400% Senior Notes due 2051 issued under the Indenture on March 24, 2021 in an offering registered under the Securities Act (the
 “Initial Notes”), and (ii) if and when issued, an unlimited principal amount of additional 4.400% Senior Notes
due 2051 that may be issued from time to time, under the Indenture, subsequent to March 24, 2021 (the “Additional Notes”
and, together with the Initial Notes, the “2051 Notes”). The Initial Notes and the Additional Notes shall be considered
collectively as a single Series of Securities for all purposes of the Indenture.


 


		5.	Redemption



 


(a)         The
2051 Notes will be redeemable at the Company’s option, at any time in whole or from time to time in part, in principal amounts of
$2,000 or any integral multiple of $1,000 in excess thereof, upon not less than 10 nor more than 60 days’ notice on any date prior
to the Stated Maturity.


 


(b)            Before
September 24, 2050 (the “2051 Notes Par Call Date”), the 2051 Notes may be redeemed at a Redemption Price equal
to the greater of (A) 100% of the principal amount of the 2051 Notes to be redeemed and (B) the sum of the present values of
the remaining scheduled payments of principal and interest on such 2051 Notes to be redeemed that would have become due after the Redemption
Date if such 2051 Notes matured on the 2051 Notes Par Call Date but for the redemption (not including any portion of such payments consisting
of interest accrued to but not including the Redemption Date) discounted to the redemption date on a semi-annual basis (assuming a 360-day
year comprising twelve 30-day months) at the Treasury Rate plus 30 basis points, plus interest accrued on such 2051 Notes to but not including
the Redemption Date (provided that interest payments due on or prior to the Redemption Date will be paid to the record Holders of such
2051 Notes on the relevant Regular Record Date).


 






    C-6


     


    

 


(c)            On
or after the 2051 Notes Par Call Date, the 2051 Notes may be redeemed at a Redemption Price equal to 100% of the principal amount of the
2051 Notes to be redeemed plus interest accrued thereon to but not including the Redemption Date (provided that interest payments due
on or prior to the Redemption Date will be paid to the record Holders of such 2051 Notes on the relevant Regular Record Date).


 


		6.	Change of Control



 


If
a Change of Control Triggering Event with respect to the 2051 Notes occurs, unless the Company has exercised its right to redeem all of
the 2051 Notes pursuant to Section 3.1 of the Supplemental Indenture, each Holder of 2051 Notes will have the right to require the
Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s 2051
Notes at a purchase price in cash equal to 101% of the principal amount of such 2051 Notes plus accrued and unpaid interest, if any, to
the date of purchase (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest
Payment Date) as provided in, and subject to the terms of, the Indenture. The Company may redeem the 2051 Notes that remain outstanding
after a Change of Control in the circumstances specified in Section 4.2(e) of the Supplemental Indenture.


 


		7.	Denominations; Transfer; Exchange



 


The 2051 Notes are in registered
form without coupons in denominations of principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. A Holder may
transfer or exchange 2051 Notes in accordance with the Indenture. The Security Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents. No service charge will be imposed by the Company, the Trustee or the
Security Registrar for any registration of transfer or exchange of 2051 Notes, but the Company may require a Holder to pay a sum sufficient
to cover any transfer tax or other governmental taxes and fees required by law or permitted by the Indenture. The Company is not required
to transfer or exchange any 2051 Note selected for redemption or any 2051 Note for a period of 15 days before a selection of 2051 Notes
to be redeemed.


 


		8.	Persons Deemed Owners



 


The registered Holder of this
2051 Note shall be treated as the owner of it for all purposes.


 


		9.	Unclaimed Money



 


If money for the payment of
the principal of, or premium, if any, or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back
to the Company at its written request unless an abandoned property law designates another Person. After any such payment, Holders entitled
to the money must look only to the Company and not to the Trustee or the Paying Agent for payment.


 






    C-7


     


    

 


		10.	Defeasance



 


Subject to certain conditions
set forth in the Indenture, the Company at any time may terminate some or all of its obligations under the 2051 Notes and the Indenture
(as it relates to the 2051 Notes) if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal,
premium, if any, and interest on the 2051 Notes to Stated Maturity.


 


		11.	Amendment, Supplement and Waiver



 


The Supplemental Indenture (as
it relates to the 2051 Notes), the Base Indenture (as it relates to the 2051 Notes) and the 2051 Notes may be amended or supplemented
and certain provisions may be waived as provided in the Indenture.


 


		12.	Defaults and Remedies



 


The Events of Default as to
the 2051 Notes are defined in Section 6.1 of the Supplemental Indenture. Upon the occurrence of an Event of Default, the rights and
obligations of the Company, the Subsidiary Guarantor, the Trustee and the Holders shall be as set forth in the applicable provisions of
the Indenture.


 


		13.	Trustee Dealings with the Company



 


Subject to certain limitations
set forth in the Indenture, the Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the
Company or the Subsidiary Guarantor, in its individual or any other capacity, may become the owner or pledgee of 2051 Notes and may otherwise
deal with the Company or the Subsidiary Guarantor with the same rights it would have if it were not Trustee, Authenticating Agent, Paying
Agent, Security Registrar or such other agent.


 


		14.	No Recourse Against Others



 


No past, present or future director,
officer, employee, manager, member, partner, incorporator or stockholder of the Company or the Subsidiary Guarantor, as such, will have
any liability for any obligations of the Company or the Subsidiary Guarantor, respectively, under the 2051 Notes or the Indenture or for
any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of 2051 Notes by accepting a 2051
Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the 2051 Notes.


 


		15.	Authentication



 


This 2051 Note shall not be
valid until an authorized signatory of the Trustee (or an Authenticating Agent acting on its behalf) manually signs the certificate of
authentication on the other side of this 2051 Note.


 






    C-8


     


    

 


		16.	Abbreviations



 


Customary abbreviations may
be used in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entirety), JT TEN (=joint
tenants with rights of survivorship and not as tenants in common), CUST (=custodian) and U/G/M/A (=Uniform Gift to Minors Act).


 


		17.	CUSIP Numbers



 


Pursuant to a recommendation
promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the
2051 Notes. No representation is made as to the accuracy of such numbers as printed on the 2051 Notes and reliance may be placed only
on the other identification numbers placed thereon.


 


		18.	Governing Law



 


This 2051 Note shall be governed
by, and construed in accordance with, the laws of the State of New York.


 






    C-9


     


    

 


ASSIGNMENT
FORM


 


To assign this 2051 Note, fill in the form below:


 


I or we assign and transfer this 2051 Note to


 


_________________________________________





(Print or type assignee’s name, address and
zip code)


 


_________________________________________





(Insert assignee’s soc. sec. or tax I.D.
No.)


 


and irrevocably appoint _______________ agent
to transfer this 2051 Note on the books of the Company. The agent may substitute another to act for him.


 


	Date:		 	Your Signature:	



 


	Signature
Guarantee:	 	 	
	 	 	 	(Signature must be
guaranteed)



 


Sign exactly as your name appears on the other
side of this 2051 Note.


 


The signature(s) should be guaranteed by
an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved
signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15.


 






    C-10


     


    

 


OPTION
OF HOLDER TO ELECT PURCHASE


 


If you want to elect to have
only part of this 2051 Note purchased by the Company pursuant to Section 4.2 of the Supplemental Indenture, state the amount in principal
amount (must be in denominations of $2,000 or an integral multiple of $1,000 in excess thereof): $____________________________________
and specify the denomination or denominations (which shall not be less than the minimum authorized denomination) of the 2051 Notes to
be issued to the Holder for the portion of the within 2051 Note not being repurchased (in the absence of any such specification, one such
2051 Note shall be issued for the portion not being repurchased).


 





	Date:		 	Your Signature:	



		 	(Sign exactly as your name
appears on the other side of the Note)



 





	Date:			
	 	(Signature must be guaranteed)	 	 


 


The signature(s) should be guaranteed by
an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved
signature guarantee medallion program), pursuant to SEC Rule 17Ad-15.


 






    C-11


     


    

 


[TO BE
ATTACHED TO GLOBAL NOTES]


 


SCHEDULE
OF INCREASES AND DECREASES IN GLOBAL NOTE(4)


 


The following increases or decreases in this Global
Note have been made:


 


	
    Date of

    Increase /

 Decrease
	 	
    Amount of

    decrease in 

Principal 

Amount of this 

Global Note
	 	
    Amount of

    increase in 

Principal Amount 

of this Global

 Note
	 	
    Principal
    Amount 

of this Global

 Note following 

such decrease or 

increase
	 	
    Signature
    of 

authorized 

signatory of 

Trustee or Notes

 Custodian

	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 


 






(4)    For
Global Notes.


 






    C-12