Exhibit 4.2


 


DIAMONDBACK ENERGY, INC.,


 


as the Company


 


DIAMONDBACK E&P LLC,


 


as the Subsidiary Guarantor


 


and


 


COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION,


 


as the Trustee 


 


6.250% Senior Notes due 2053


 





 



 


FIRST SUPPLEMENTAL INDENTURE


 


Dated as of December 13, 2022


 


to the


 


INDENTURE


 


Dated as of December 13, 2022


 


 



 









     


     


    

 


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	2
	 	 	 
	SECTION 1.3.	Form, Dating and Terms	2
	 	 	 
	SECTION 1.4.	Additional Notes	5
	 	 	 
	 	 	 
	Article II
    CERTAIN DEFINITIONS	5
	 	 	 
	 	 	 
	SECTION 2.1.	Certain Definitions	5
	 	 	 
	 	 	 
	Article III
    REDEMPTION	13
	 	 	 
	 	 	 
	SECTION 3.1.	Optional Redemption	13
	 	 	 
	SECTION 3.2.	Sinking Fund; Mandatory Redemption	14
	 	 	 
	SECTION 3.3.	Redemption Provisions	14
	 	 	 
	 	 	 
	Article IV
    COVENANTS	15
	 	 
	 	 	 
	SECTION 4.1.	Limitation on Liens	15
	 	 	 
	SECTION 4.2.	Reports	15
	 	 	 
	SECTION 4.3.	Unrestricted Subsidiaries	16
	 	 	 
	 	 	 
	Article V
    CONSOLIDATION, MERGER, SALE, CONVEYANCE, TRANSFER OR LEASE	16
	 	 
	 	 	 
	Article VI
    DEFAULTS AND REMEDIES	17
	 	 
	 	 	 
	SECTION 6.1.	Events of Default	17
	 	 	 
	SECTION 6.2.	Acceleration of Maturity; Rescission and Annulment	18
	 	 	 
	 	 	 
	Article VII
    SATISFACTION AND DISCHARGE; DEFEASANCE	19
	 	 
	 	 	 
	Article VIII
    AMENDMENT, SUPPLEMENT AND WAIVER	20
	 	 
	 	 	 
	SECTION 8.1.	Without Consent of Holders	20
	 	 	 
	SECTION 8.2.	With Consent of Holders	21
	 	 	 
	SECTION 8.3.	Limitations	21
	 	 	 
	SECTION 8.4.	Compliance with Trust Indenture Act	22
	 	 	 
	SECTION 8.5.	Revocation and Effect of Consents	22
	 	 	 
	SECTION 8.6.	Notation on or Exchange of Notes	23
	 	 	 
	SECTION 8.7.	Effect of Supplemental Indenture	23
	 	 	 
	 	 	 
	Article IX
    SUBSIDIARY GUARANTEE	23
	 	 
	 	 	 
	SECTION 9.1.	Release of a Guarantor	23
	 	 	 
	SECTION 9.2.	Guarantee Evidenced by Indenture; No Notation of Guarantee	24
	 	 	 
	 	 	 







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	Article X
    MISCELLANEOUS	24
	 	 
	 	 	 
	SECTION 10.1.	Governing Law	24
	 	 	 
	SECTION 10.2.	Successors	24
	 	 	 
	SECTION 10.3.	Multiple Originals	24
	 	 	 
	SECTION 10.4.	Paying Agent and Security Registrar	25
	 	 	 
	SECTION 10.5.	Severability	25
	 	 	 
	SECTION 10.6.	Trust Indenture Act Controls	25
	 	 	 
	SECTION 10.7.	Table of Contents; Headings	25
	 	 	 
	SECTION 10.8.	No Adverse Interpretation of Other Agreements	25
	 	 	 
	SECTION 10.9.	Ratification and Incorporation of Base Indenture	25
	 	 	 
	SECTION 10.10.	Benefits of Supplemental Indenture	25
	 	 	 


 


EXHIBITS


 


EXHIBIT A Form of Note


 



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FIRST SUPPLEMENTAL INDENTURE
dated as of December 13, 2022 (this “Supplemental Indenture”) by and among DIAMONDBACK ENERGY, INC., a Delaware
corporation (referred to herein as the “Company”), DIAMONDBACK E&P LLC, a Delaware limited liability company,
as the  Subsidiary Guarantor (as defined below), and Computershare Trust Company, National Association, as trustee (referred to
herein as the “Trustee”), supplementing the Indenture dated as of December 13, 2022, 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 for the equal and ratable benefit of the Holders of Notes (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, the Base Indenture
has been duly authorized, executed and delivered by the Company and the Trustee;


 


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 a Guarantor under the Base Indenture;


 


WHEREAS, the Company has duly
authorized the issue of its 6.250% Senior Notes due 2053 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 Guarantee 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 Guarantee thereof, and to add the Subsidiary
Guarantor as a Guarantor 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, the Notes, substantially in the form attached hereto as Exhibit A and the Guarantee thereof,
on the terms set forth herein;


 






     


     


    

 


WHEREAS, the Company now wishes
to issue $650,000,000 aggregate principal amount of the Notes (the “Initial Notes”), and the Subsidiary Guarantor
wishes to guarantee the payment of the Initial Notes;


 


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 Initial Notes, when Global Securities representing the Initial Notes have been duly 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 by the Holders, the Company and the Subsidiary Guarantor covenant and agree with the Trustee,
for the equal and ratable benefit of the Holders of the Notes, 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 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.


 


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.


 






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SECTION 1.3.     Form,
Dating and Terms.


 


(a)            General.
The aggregate principal amount of the 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 limited to
$650,000,000 (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) and 8.6 of this Supplemental Indenture and Sections 304,
305, 306 and 1107 of the Base Indenture). Pursuant to this Supplemental Indenture, there is hereby created and designated one series
of Securities under the Indenture entitled “6.250% Senior Notes due 2053.”


 


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


 


The Initial Notes and the Additional
Notes shall be considered collectively as a single class for all purposes of the Indenture. Holders of the Initial Notes and the Additional
Notes 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 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 and Additional
Notes shall be initially issued in the form of one or more permanent Global Securities substantially in the form of Exhibit A
(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.


 


The Notes may have such letters,
numbers or other marks of identification and such notations, legends or endorsements as the officer 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.


 


The terms and provisions contained
in the form of Note attached as Exhibit A hereto 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, which is initially the corporate trust
office of the Trustee in Minneapolis, Minnesota. 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 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.


 






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(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 Exhibit A.


 


(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.


 


(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.


 






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(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. Definitive Notes may not be exchanged
for beneficial interests in any Global Note unless the transferor first delivers to the Trustee a written certificate to the effect that
such transfer will comply with any appropriate transfer restrictions applicable to such Notes.


 


(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 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 Officer’s Certificate
or supplemental indenture, as applicable, in respect thereof specified in Section 1.4 of this Supplemental Indenture. Such
Company Order shall specify the 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.


 


SECTION 1.4.     Additional
Notes. With respect to any Additional Notes, there shall be set forth or determined in an Officer’s 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.


 






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


 


“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.


 


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


 


“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 any event which is, or after notice or passage of time or both would be, an Event of Default.


 


“Definitive Notes”
means Notes issued in the form of one or more certificated Notes substantially in the form of Exhibit A.


 






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“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.


 


“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.


 


“Issue Date”
means December 13, 2022, 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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“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.


 


“Officer’s Certificate”
means a certificate signed by an Officer 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 September 15, 2052.


 


“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, a Guarantee
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;


 






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(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.


 






    10 


     


    

 


“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.


 


“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.


 


“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 yield determined by the Company in accordance with the following two paragraphs.


 






    11 


     


    

 


The Treasury Rate shall be
determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted
daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the redemption date based upon the
yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the
Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor
designation or publication) (“H.15”) under the caption “U.S. government securities—Treasury constant maturities—Nominal”
(or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as
applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the
Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal
to the Remaining Life, the two yields—one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than
and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life—and shall interpolate
to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal
places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield
for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury
constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable,
of such Treasury constant maturity from the redemption date.


 


If on the third Business Day
preceding the redemption date H.15 TCM is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum
equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such redemption
date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If
there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities
with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity
date following the Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding the Par
Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury
securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury
securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for
such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms
of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average
of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States
Treasury security, and rounded to three decimal places.


 


“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) Rattler WTG LLC, (11) Rattler Holdings LLC, (12) Rattler BANGL LLC, (13) any
other Subsidiary of the Company designated as such pursuant to and in compliance with the Indenture and (14) any Subsidiary of an Unrestricted
Subsidiary. Notwithstanding the foregoing, if OMOG JV LLC shall constitute a Subsidiary of the Company, it shall constitute an Unrestricted
Subsidiary.


 






    12 


     


    

 


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


 


	Term	 	Defined
    in
 Section
	“Additional Notes”	 	1.3(a)
	“Agent Members”	 	1.3(b)(iii)
	“Base Indenture”	 	Preamble
	“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)
	“Subsidiary Credit Facility”	 	9.1
	“Subsidiary Guarantee”	 	Article IX
	“Subsidiary Guarantor”	 	Article IX
	“Supplemental Indenture”	 	Preamble



 


Article III


 


REDEMPTION


 


SECTION 3.1.     Optional
Redemption.


 


(a)            Prior
to the Par Call Date, the Company may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a Redemption
Price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of (1) (a) the
sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed discounted to the
Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate plus 40 basis points less (b) interest accrued to the Redemption Date, and (2) 100% of
the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to but not including the
Redemption Date.


 


(b)            On
or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a Redemption
Price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to but not including
the Redemption Date.


 


(c)            The
Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent
manifest error.


 






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(d)            In
the case of a partial redemption, selection of the Notes for redemption will be made pro rata, by lot or by such other method as the
Trustee in its sole discretion deems appropriate and fair, subject to the last sentence of this Section 3.1(d). No Notes of a principal
amount of $2,000 or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates
to the Note will state the portion of the principal amount of the Note to be redeemed. A new Note in a principal amount equal to the
unredeemed portion of the Note will be issued in the name of the Holder of the Note upon surrender for cancellation of the original Note.
For so long as the Notes are held by the Depositary, the redemption of the Notes shall be done in accordance with the policies and procedures
of such Depositary.


 


(e)            Unless
the Company defaults in payment of the Redemption Price or any conditions precedent described in the notice of redemption are not satisfied
and therefore the notice of redemption is deemed rescinded, on and after the Redemption Date interest will cease to accrue on the Notes
or portions thereof called for redemption.


 


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.


 


(a)            The
first paragraph of Section 1104 of the Base Indenture shall not apply to the Notes, and in lieu thereof, the following paragraph
shall be deemed included in the Indenture for the benefit of the Notes:


 


Notice of any redemption will be mailed
or electronically delivered (or otherwise transmitted in accordance with the Depositary’s Applicable Procedures) in the manner
provided in Section 106 of the Base Indenture at least 10 days but not more than 60 days before the Redemption Date to each Holder
of Notes to be redeemed. 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 Notes or a satisfaction and discharge
of the Indenture with respect to the Notes.


 


(b)            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. If the conditions precedent are satisfied, the Company shall provide
written notice to the Trustee of the satisfaction of such conditions as soon as practicable following occurrence of the conditions.


 


(c)            The
third paragraph of Section 1104 of the Base Indenture shall not apply to the Notes.


 


(d)            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, the Notes and the Subsidiary Guarantee (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 Guarantee) 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 upon any Principal Property without securing the Indebtedness due under the Indenture, the Notes and the
Subsidiary Guarantee if the aggregate principal amount of such Funded Debt secured by such Lien upon such Principal Property, 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) upon Principal Property, 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.     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 4.2,
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 4.2 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.


 








    15 


     


    

 


(b)            The
Company also shall furnish to the Trustee, annually, a brief certificate from the principal executive officer, principal financial officer
or principal accounting officer as to his or her knowledge of the Company’s compliance with all conditions and covenants under
the Indenture.


 


(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, 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 Officer’s Certificates).


 


SECTION 4.3 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.


 






    16 


     


    

 


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” with respect to the Notes:


 


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


 


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


 


(3)            failure
by the Company to comply for 180 days after notice as provided below with Section 4.2 of this Supplemental Indenture;


 


(4)            failure
by the Company to comply for 90 days after notice as provided below with its agreements (other than the agreements that are the subjects
of clauses (1)-(3) above) contained in the Indenture or the Notes;


 


(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;


 






    17 


     


    

 


(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 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 the Subsidiary
Guarantee, in each case unless the 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 until the Trustee or the Holders of at least 25% in principal amount of the then Outstanding Notes 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.”


 






    18 


     


    

 


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, the Trustee by written
notice to the Company, or Holders of at least 25% in principal amount of the then outstanding Notes 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 shall,
declare the principal, premium, if any, and accrued and unpaid interest, if any, on all the Notes 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 because an Event of Default described in Section 6.1(a)(5) has occurred and is continuing,
the declaration of acceleration of the Notes 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 with respect thereto is received by the Company and
if (1) the annulment of the acceleration of the Notes 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 that became due
solely because of the acceleration of the Notes, have been cured or waived.


 


If an Event of Default pursuant
to Section 6.1(a)(6) or (7) occurs, the principal, premium, if any, and accrued and unpaid interest on all
the Notes 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, 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 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 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 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 and
any Guarantee thereof.


 


In the case of a Covenant Defeasance,
(i) the Company will be released from its obligations to comply with Sections 4.1 and 4.2 of this Supplemental Indenture
(for the benefit of Holders of Notes) and Section 1004 of the Base Indenture (for the benefit of Holders of Notes) 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),
(5) and (8) of this Supplemental Indenture shall no longer constitute Events of Default with respect to Notes.


 


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


 






    19 


     


    

 


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,
the Company and the Trustee may amend or supplement this Supplemental Indenture, the Base Indenture as it relates to the Notes (including
the Subsidiary Guarantee) and the Notes 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) or the Notes in accordance with Section 801 and Section 802 of the Base Indenture;


 


(3)            provide
for or facilitate the issuance of uncertificated Notes 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, evidence the release of a Guarantor from its Guarantee or provide for the assumption by a successor
entity of the obligations of a Guarantor in accordance with the applicable provisions of the Indenture;


 


(5)            secure
the Notes or any Guarantee thereof;


 


(6)            add
covenants of the Company or other obligor under the Indenture or the Notes or any Guarantees, as the case may be, or Events of Default
for the benefit of the Holders of the Notes or the Guarantee or to make other changes that would provide additional rights to the Holders
of the Notes 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 or the Notes;


 






    20 


     


    

 


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


 




 


(9)            provide
for the issuance of Additional Notes permitted to be issued under the Indenture;


 


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


 


(11)            conform
the text of this Supplemental Indenture, the Base Indenture (as it relates to the Notes and the Subsidiary Guarantee), the Notes or the
Guarantee to any provision of the section of the Company’s Prospectus Supplement dated November 29, 2022 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, the Notes or the Guarantee, which intent shall be established by an Officer’s Certificate.


 


After an amendment, supplement
or waiver under the Indenture becomes effective, the Company is required to send to the 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, the Base Indenture (as it relates to the Notes) and the Notes with the consent of the Holders
of a majority in principal amount of the Notes 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) and any past default or compliance with any provisions
of this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes may be waived with the consent of the Holders
of a majority in principal amount of the Notes 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).


 


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 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 affected, no amendment, supplement
or waiver may (with respect to any Notes held by a non-consenting Holder):


 


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


 






    21 


     


    

 


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


 


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


 


(4)            waive
a Default or Event of Default in the payment of principal of, premium, if any, or interest on the Notes (except a rescission of acceleration
of the Notes by Holders of a majority in aggregate principal amount of the then outstanding Notes 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 of any Note or change the time at which any Note may be redeemed as described under Article III,
whether through an amendment or waiver of Article III, related definitions or otherwise;


 


(6)            make
any Note 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 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 in any manner adverse to the Holders of the Notes; or


 


(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 the Notes once effective shall bind every Holder of Notes 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.


 






    22 


     


    

 


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 the Notes or the Base Indenture
(as it relates to the Notes). If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who
were Holders of Notes 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
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, subject to Section 8.3, every Holder of Notes theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby.


 


Article IX


 


SUBSIDIARY GUARANTEE


 


Article XIV of the Base
Indenture shall apply to the Notes, except as described in this Article IX. The Notes will be fully and unconditionally Guaranteed
(such Guarantee, the “Subsidiary Guarantee”) by Diamondback E&P LLC (such entity during the period (and only during
such period) that the Subsidiary Guarantee is in effect, 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 the Notes, and will cease to be a Guarantor with respect to the 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 the Notes or satisfaction and discharge of the 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, upon
the liquidation or dissolution of the Subsidiary Guarantor.


 






    23 


     


    

 


In the event the Subsidiary
Guarantor 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 and will cease
to be the Subsidiary Guarantor, without any further action required on the part of the Trustee or any Holder.


 


Upon delivery by the Company
to the Trustee of an Officer’s 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 from its obligations under the Subsidiary Guarantee and the Indenture as to the Notes.


 


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


 


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


 


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


 


Article X


 


MISCELLANEOUS


 


SECTION 10.1.     Governing
Law. This Supplemental Indenture, the Indenture, the Notes and any Guarantees 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 in this Supplemental Indenture and the Notes shall bind their respective successors.
All agreements of the Trustee in this Supplemental Indenture shall bind its successors.


 






    24 


     


    

 


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.
This Section 10.3 is subject to Section 119 of the Base Indenture.


 


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, the Indenture, the Notes or the Subsidiary Guarantee 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.


 


SECTION 10.6.     Trust
Indenture Act Controls. If any provision of the Indenture 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 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 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 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 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) may not be used to interpret the Indenture insofar as relating to the Notes.


 


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
shall form a part of the Indenture for all purposes (as it relates to the Notes), and every Holder of Notes shall be bound hereby.


 


SECTION 10.10.     Benefits
of Supplemental Indenture. Nothing in this Supplemental Indenture or the Base Indenture (as it relates to the Notes) or in the Notes,
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, any benefit or any legal or equitable right, remedy or claim under this Supplemental Indenture as it relates
to the Notes or the Indenture.


 








    25 


     


    

 


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 E&P
    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 First Supplemental Indenture]






     


     


    

 


	 	TRUSTEE:
	 	 
	 	COMPUTERSHARE TRUST COMPANY, NATIONAL
    ASSOCIATION,
 as Trustee
	 	 
	 	By:	/s/
    Niki Austin 
	 	Name:	Niki Austin 
	 	Title: 	Assistant Vice President




 


[Signature Page to the First Supplemental
Indenture] 






     


     


    

 


EXHIBIT A


 


FORM OF
FACE OF 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 AW9 


ISIN US25278XAW92


 


diamondback
ENERGY, inc.


 


6.250%
Senior Note due 2053


 


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 15, 2053.


 


Interest Payment Dates: March 15
and September 15, commencing March 15, 2023.


 


Regular Record Dates: March 1
and September 1.


 


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


 





 



1 For Global Notes.


 








    A-2 


     


    

 


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


 


	 	DIAMONDBACK ENERGY, INC. 
	 	 
	 	By: 	                        
	 	Name:
	 	Title:




 








    A-3 


     


    

 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


Dated:


 


[____________________], 


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


 


	By: 	 	 
	 	Authorized Signatory	 




 








    A-4 


     


    

 


FORM OF
REVERSE SIDE OF NOTE


 


6.250% Senior Note due 2053


 


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 Note at the rate per annum shown above.


 


The Company shall pay interest
semiannually on March 15 and September 15 of each year, commencing March 15, 2023. Interest on the Notes shall accrue
from the most recent date to which interest has been paid on the Notes or, if no interest has been paid, from December 13, 2022.
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 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 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 1
or September 1 immediately preceding the interest payment date even if the Notes are cancelled or repurchased after the Regular
Record Date and on or before the Interest Payment Date. Holders must surrender the Notes to a Paying Agent to collect principal payments.
The Company shall pay principal of, premium, if any, and interest on the 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 Notes
at the office or agency designated by the Company, which is initially the corporate trust office of the Trustee in Minneapolis, Minnesota.
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 on 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 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.


 






    A-5 


     


    

 


3.            Paying
Agent and Security Registrar


 


Initially, Computershare Trust
Company, 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 Notes
as a series of Securities under the Indenture dated as of December 13, 2022 (the “Base Indenture”) between the
Company and the Trustee, as supplemented by the First Supplemental Indenture dated as of December 13, 2022 (the “Supplemental
Indenture” and, together with the Base Indenture and any one or more additional supplemental indentures thereto applicable
to the Notes, herein called the “Indenture”) among the Company, Diamondback E&P LLC, a Delaware limited liability
company (the “Subsidiary Guarantor”), and the Trustee. The terms of the 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 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 Note and the terms
of the Indenture, the terms of the Indenture shall control.


 


The aggregate principal amount
of Notes that may be authenticated and delivered under the Indenture is unlimited. This Note is one of the 6.250% Senior Notes due 2053
referred to in the Indenture. The Notes include (i) $650,000,000 aggregate principal amount of the Company’s 6.250% Senior
Notes due 2053 issued under the Indenture on December 13, 2022 in an offering registered under the Securities Act (the “Initial
Notes”), and (ii) if and when issued, an unlimited principal amount of additional 6.250% Senior Notes due 2053 that may
be issued from time to time, under the Indenture, subsequent to December 13, 2022 (the “Additional Notes” and,
together with the Initial Notes, the “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)            Prior
to September 15, 2052 (the “Par Call Date”), the Company may redeem the Notes at its option, in whole or in part,
at any time and from time to time, at a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal
places) equal to the greater of (1) (a) the sum of the present values of the remaining scheduled payments of principal and
interest on the Notes to be redeemed discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 40 basis points less (b) interest accrued
to the Redemption Date, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid
interest thereon to but not including the Redemption Date.


 


(b)            On
or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a Redemption
Price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to but not including
the Redemption Date.


 






    A-6 


     


    

 


6.            Denominations;
Transfer; Exchange


 


The 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 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 the 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 Note selected for redemption or any Note for a period of 15 days before a selection of the Notes to be redeemed.


 


7.            Persons
Deemed Owners


 


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


 


8.            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.


 


9.            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 Notes and the Indenture 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 Notes to Stated Maturity or a specified redemption date.


 


10.            Amendment,
Supplement and Waiver


 


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


 


11.            Defaults
and Remedies


 


The Events of Default as to
the 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.


 






    A-7 


     


    

 


12.            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 the 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.




 


13.            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 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 the Notes by accepting
a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.


 


14.            Authentication


 


This 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 Note.


 


15.            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).


 


16.            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
Notes. No representation is made as to the accuracy of such numbers as printed on the Notes and reliance may be placed only on the other
identification numbers placed thereon.


 


17.            Governing
Law


 


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


 








    A-8 


     


    

 


ASSIGNMENT
FORM


 


To assign this Note, fill in the form below:


 


I or we assign and transfer this 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 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 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-9 


     


    

 


[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-10