Common use of Evidence of Action by Holders Clause in Contracts

Evidence of Action by Holders. Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of the Notes may take action (including the making of any demand or request, the giving of any direction, notice, consent or waiver or the taking of any other action) the fact that at the time of taking any such action the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Holders in person or by agent or proxy appointed in writing, (b) by the record of the Holders voting in favor thereof at any meeting of Holders duly called and held in accordance with procedures approved by the Trustee, (c) by a combination of such instrument or instruments and any such record of such a meeting of Holders or (d) in the case of Notes evidenced by a Global Note, by any electronic transmission or other message, whether or not in written format, that complies with the Depositary’s applicable procedures. 108 SIGNATURES Dated as of July 30, 2012 QR ENERGY, LP By: QRE GP, LLC, its general partner By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Chief Financial Officer QRE FINANCE CORPORATION By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Chief Financial Officer GUARANTOR: QRE OPERATING, LLC By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Chief Financial Officer U.S. BANK NATIONAL ASSOCIATION, as Trustee By: /s/ Xxxxxx Xxxxxx Xxxxxx Xxxxxx Assistant Vice President EXHIBIT A [Face of Note] CUSIP [ ] 9.25% Senior Notes due 2020 No. $ QR ENERGY, LP QRE FINANCE CORPORATION promise to pay, jointly and severally, to or registered assigns, the principal sum of DOLLARS [or such greater or lesser amount as may be indicated on the attached Schedule of Exchanges of Interests in the Global Note] on August 1, 2020. Interest Payment Dates: February 1 and August 1 Record Dates: January 15 and July 15 Dated: , 2012 QR ENERGY, LP By: QRE GP, LLC, its general partner By: Name: Title: QRE FINANCE CORPORATION By: Name: Title: Certificate of Authentication: This is one of the Notes referred to in the within-mentioned Indenture: U.S. Bank National Association, as Trustee By: Authorized Signatory [Back of Note]

Evidence of Action by Holders. Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of the Notes may take action (including the making of any demand or request, the giving of any direction, notice, consent or waiver or the taking of any other action) the fact that at the time of taking any such action the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Holders in person or by agent or proxy appointed in writing, (b) by the record of the Holders voting in favor thereof at any meeting of Holders duly called and held in accordance with procedures approved by the Trustee, (c) by a combination of such instrument or instruments and any such record of such a meeting of Holders or (d) in the case of Notes evidenced by a Global Note, by any electronic transmission or other message, whether or not in written format, that complies with the Depositary’s applicable procedures. 108 SIGNATURES Dated as of July 30May 27, 2012 QR ENERGY2011 EAGLE ROCK ENERGY PARTNERS, LP L.P. By: QRE Eagle Rock Energy GP, L.P., its general partner By: Eagle Rock Energy G&P, LLC, its general partner By: /s/ Xxxxxx Cxxxxxx X. Xxxxxxx Xxxxxxxxx Name: Xxxxxx Cxxxxxx X. Xxxxxxx Xxxxxxxxx Title: Senior Vice President, General Counsel, Chief Financial Compliance Officer QRE and Secretary EAGLE ROCK ENERGY FINANCE CORPORATION CORP. By: /s/ Xxxxxx Cxxxxxx X. Xxxxxxx Xxxxxxxxx Name: Xxxxxx Cxxxxxx X. Xxxxxxx Xxxxxxxxx Title: Senior Vice President, General Counsel, Chief Financial Compliance Officer GUARANTORand Secretary EAGLE ROCK ENERGY GP, L.P. By: QRE OPERATINGEagle Rock Energy G&P, LLC, its general partner By: /s/ Cxxxxxx X. Xxxxxxxxx Name: Cxxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary EAGLE ROCK ENERGY G&P, LLC By: /s/ Xxxxxx Cxxxxxx X. Xxxxxxxxx Name: Cxxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary CMA PIPELINE PARTNERSHIP LLC GALVESTON BAY GATHERING LLC SUPERIOR GAS COMPRESSION, LLC EROC PRODUCTION, LLC EAGLE ROCK ENERGY ACQUISITION CO. II, INC. EAGLE ROCK ENERGY ACQUISITION CO., INC. EAGLE ROCK ENERGY G&P HOLDING, INC. EAGLE ROCK MARKETING, LLC EAGLE ROCK PIPELINE GP, LLC EAGLE ROCK UPSTREAM DEVELOPMENT COMPANY, INC. EAGLE ROCK UPSTREAM DEVELOPMENT COMPANY II, INC. ESCAMBIA ASSET CO. LLC ESCAMBIA OPERATING CO. LLC HESCO GATHERING COMPANY, LLC HESCO PIPELINE COMPANY, LLC EAGLE ROCK MID-CONTINENT HOLDING, LLC EAGLE ROCK MID-CONTINENT OPERATING, LLC EAGLE ROCK MID-CONTINENT ASSET, LLC By: /s/ Cxxxxxx X. Xxxxxxxxx Name: Cxxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary EROC GATHERING COMPANY, LP EROC MIDSTREAM ENERGY, L.P. EROC QUITMAN GATHERING CO., L.P. EAGLE ROCK DESOTO PIPELINE, L.P. EAGLE ROCK ENERGY SERVICES, L.P. EAGLE ROCK FIELD SERVICES, L.P. EAGLE ROCK GOM, L.P. EAGLE ROCK GAS GATHERING & PROCESSING, LTD. EAGLE ROCK MIDSTREAM, L.P. EAGLE ROCK OPERATING, L.P. EAGLE ROCK PIPELINE, L.P. EAGLE ROCK UPSTREAM DEVELOPMENT II, L.P. MIDSTREAM GAS SERVICES, L.P. By: Eagle Rock Pipeline GP, LLC, their general partner By: /s/ Cxxxxxx X. Xxxxxxxxx Name: Cxxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary EAGLE ROCK ACQUISITION PARTNERSHIP II, L.P. By: Eagle Rock Upstream Development Company II, Inc., its general partner By: /s/ Cxxxxxx X. Xxxxxxxxx Name: Cxxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary EAGLE ROCK ACQUISITION PARTNERSHIP, L.P. By: Eagle Rock Upstream Development Company, Inc., its general partner By: /s/ Cxxxxxx X. Xxxxxxxxx Name: Cxxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary U.S. BANK NATIONAL ASSOCIATION By: /s/ Sxxxxx X. Xxxxxxx Name: Xxxxxx Sxxxxx X. Xxxxxxx Title: Chief Financial Officer U.S. BANK NATIONAL ASSOCIATION, as Trustee By: /s/ Xxxxxx Xxxxxx Xxxxxx Xxxxxx Assistant Vice President EXHIBIT A [Face of Note] CUSIP [ ] 9.2583/8% Senior Notes due 2020 2019 No. $ QR ENERGYEAGLE ROCK ENERGY PARTNERS, LP QRE L.P. EAGLE ROCK ENERGY FINANCE CORPORATION CORP. promise to pay, jointly and severally, to or registered assigns, the principal sum of DOLLARS [or such greater or lesser amount as may be indicated on the attached Schedule of Exchanges of Interests in the Global Note] on August June 1, 20202019. Interest Payment Dates: February June 1 and August December 1 Record Dates: January May 15 and July November 15 Dated: , 2012 QR ENERGY2011 EAGLE ROCK ENERGY PARTNERS, LP L.P. By: QRE Eagle Rock Energy GP, L.P., its general partner By: Eagle Rock Energy G&P, LLC, its general partner By: Name: Title: QRE EAGLE ROCK ENERGY FINANCE CORPORATION CORP. By: Name: Title: Certificate of Authentication: This is one of the Notes referred to in the within-mentioned Indenture: U.S. Bank National Association, as Trustee By: Authorized Signatory [Back of Note]] 83/8% Senior Notes due 2019 [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Evidence of Action by Holders. Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of the Notes may take action (including the making of any demand or request, the giving of any direction, notice, consent or waiver or the taking of any other action) the fact that at the time of taking any such action the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Holders in person or by agent or proxy appointed in writing, (b) by the record of the Holders voting in favor thereof at any meeting of Holders duly called and held in accordance with procedures approved by the Trustee, (c) by a combination of such instrument or instruments and any such record of such a meeting of Holders or (d) in the case of Notes evidenced by a Global Note, by any electronic transmission or other message, whether or not in written format, that complies with the Depositary’s applicable procedures. 108 SIGNATURES Dated as of July 30September 18, 2012 QR 2013. COMPANY DIAMONDBACK ENERGY, LP By: QRE GP, LLC, its general partner INC. By: /s/ Xxxxxx X. Xxxxxxx Xxxxx Name: Xxxxxx X. Xxxxxxx Xxxxx Title: Chief Financial Executive Officer QRE FINANCE CORPORATION GUARANTORS DIAMONDBACK E&P LLC, By: /s/ Xxxxxx X. Xxxxxxx Xxxxx Name: Xxxxxx X. Xxxxxxx Xxxxx Title: Chief Financial Executive Officer GUARANTOR: QRE OPERATINGDIAMONDBACK O&G LLC, LLC By: /s/ Xxxxxx X. Xxxxxxx Xxxxx Name: Xxxxxx X. Xxxxxxx Xxxxx Title: Chief Financial Executive Officer U.S. BANK NATIONAL ASSOCIATIONTRUSTEE XXXXX FARGO BANK, as Trustee National Association By: /s/ Xxxxxx Xxxxxx Xxxxxx Xxxxxx Assistant Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Vice President EXHIBIT Exhibit A [Face of Note] CUSIP [ ] 9.25CUSIP/CINS ____________ 7.625% Senior Notes due 2020 2021 No. $ QR ___ $____________ [or such greater or lesser amount as may be indicated on the attached Schedule of Exchanges of Interests in the Global Note] DIAMONDBACK ENERGY, LP QRE FINANCE CORPORATION promise INC. promises to pay, jointly and severally, pay to or registered assigns, the principal sum of __________________________________________________________ DOLLARS [or such greater or lesser amount as may be indicated on the attached Schedule of Exchanges of Interests in the Global Note] on August October 1, 20202021. Interest Payment Dates: February April 1 and August October 1 Record Dates: January March 15 and July September 15 Dated: , 2012 QR _______________ DIAMONDBACK ENERGY, LP By: QRE GP, LLC, its general partner INC. By: Name: Title: QRE FINANCE CORPORATION By: Name: Title: Certificate of Authentication: This is one of the Notes referred to in the within-mentioned Indenture: U.S. Bank XXXXX FARGO BANK, National Association, as Trustee By: Authorized Signatory [Back of Note]

Evidence of Action by Holders. Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of the Notes may take action (including the making of any demand or request, the giving of any direction, notice, consent or waiver or the taking of any other action) the fact that at the time of taking any such action the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Holders in person or by agent or proxy appointed in writing, (b) by the record of the Holders voting in favor thereof at any meeting of Holders duly called and held in accordance with procedures approved by the Trustee, (c) by a combination of such instrument or instruments and any such record of such a meeting of Holders or (d) in the case of Notes evidenced by a Global Note, by any electronic transmission or other message, whether or not in written format, that complies with the Depositary’s applicable procedures. 108 100 SIGNATURES Dated as of July 30October 28, 2012 QR 2016. COMPANY DIAMONDBACK ENERGY, LP By: QRE GP, LLC, its general partner INC. By: /s/ Xxxxxx X. Xxxxxxx Xxxx Name: Xxxxxx X. Xxxxxxx Xxxx Title: Chief Financial Officer QRE FINANCE CORPORATION By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Chief Financial Officer GUARANTOR: QRE OPERATING, GUARANTORS DIAMONDBACK E&P LLC By: /s/ Xxxxxx X. Xxxxxxx Xxxx Name: Xxxxxx X. Xxxxxxx Xxxx Title: Chief Financial Officer U.S. BANK NATIONAL ASSOCIATION, as Trustee DIAMONDBACK O&G LLC By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx Xxxxxx Xxxxxx Assistant X. Xxxx Title: Chief Financial Officer TRUSTEE XXXXX FARGO BANK, National Association By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Vice President EXHIBIT Exhibit A [Face of Note] CUSIP [ ] 9.25____________ ISIN ____________ 4.750% Senior Notes due 2020 2024 No. $ QR ___ $____________ [or such greater or lesser amount as may be indicated on the attached Schedule of Exchanges of Interests in the Global Note] DIAMONDBACK ENERGY, LP QRE FINANCE CORPORATION promise INC. promises to pay, jointly and severally, pay to or registered assigns, the principal sum of __________________________________________________________ DOLLARS [or such greater or lesser amount as may be indicated on the attached Schedule of Exchanges of Interests in the Global Note] on August November 1, 20202024. Interest Payment Dates: February May 1 and August November 1 Record Dates: January April 15 and July October 15 Dated: , 2012 QR _______________ DIAMONDBACK ENERGY, LP By: QRE GP, LLC, its general partner INC. By: Name: Title: QRE FINANCE CORPORATION By: Name: Title: Certificate of Authentication: This is one of the Notes referred to in the within-mentioned Indenture: U.S. Bank XXXXX FARGO BANK, National Association, as Trustee By: Authorized Signatory [Back of Note]

Evidence of Action by Holders. Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of the Notes may take action (including the making of any demand or request, the giving of any direction, notice, consent or waiver or the taking of any other action) the fact that at the time of taking any such action the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Holders in person or by agent or proxy appointed in writing, (b) by the record of the Holders voting in favor thereof at any meeting of Holders duly called and held in accordance with procedures approved by the Trustee, (c) by a combination of such instrument or instruments and any such record of such a meeting of Holders or (d) in the case of Notes evidenced by a Global Note, by any electronic transmission or other message, whether or not in written format, that complies with the Depositary’s applicable procedures. 108 SIGNATURES Dated as of July 30April 7, 2012 QR ENERGY2014 EXTERRAN PARTNERS, LP L.P. By: QRE GPExterran General Partner, L.P., its general partner By: Exterran GP LLC, its general partner By: /s/ Xxxxx X. Xxxxxx Xxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Senior Vice President and Chief Financial Officer QRE EXLP FINANCE CORPORATION CORP. By: /s/ Xxxxx X. Xxxxxx Xxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Senior Vice President and Chief Financial Officer GUARANTOR: QRE OPERATING, EXLP OPERATING LLC By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Chief Financial Officer U.S. BANK NATIONAL ASSOCIATIONExterran Partners, as Trustee L.P., its sole member By: /s/ Xxxxxx Xxxxxx Xxxxxx Xxxxxx Assistant Vice President EXHIBIT A [Face of Note] CUSIP [ ] 9.25% Senior Notes due 2020 No. $ QR ENERGYExterran General Partner, LP QRE FINANCE CORPORATION promise to payL.P., jointly and severally, to or registered assigns, the principal sum of DOLLARS [or such greater or lesser amount as may be indicated on the attached Schedule of Exchanges of Interests in the Global Note] on August 1, 2020. Interest Payment Dates: February 1 and August 1 Record Dates: January 15 and July 15 Dated: , 2012 QR ENERGY, LP its general partner By: QRE GP, Exterran GP LLC, its general partner By: Name: Title: QRE FINANCE CORPORATION /s/ Xxxxx X. Xxxxxx Xxxxx X. Xxxxxx Senior Vice President and Chief Financial Officer EXLP LEASING, LLC By: Name: Title: Certificate of Authentication: This is one of the Notes referred to in the within-mentioned Indenture: U.S. Bank National AssociationEXLP Operating LLC, as Trustee its sole member By: Authorized Signatory Exterran Partners, L.P., its sole member By: Exterran General Partner, L.P., its general partner By: Exterran GP LLC, its general partner By: /s/ Xxxxx X. Xxxxxx Xxxxx X. Xxxxxx Senior Vice President and Chief Financial Officer XXXXX FARGO BANK, NATIONAL ASSOCIATION By: /s/ Xxxx X. Xxxxxxxxx Xxxx X. Xxxxxxxxx Vice President [Back Face of Note]] CUSIP

Evidence of Action by Holders. Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of the Notes may take action (including the making of any demand or request, the giving of any direction, notice, consent or waiver or the taking of any other action) the fact that at the time of taking any such action the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Holders in person or by agent or proxy appointed in writing, (b) by the record of the Holders voting in favor thereof at any meeting of Holders duly called and held in accordance with procedures approved by the Trustee, (c) by a combination of such instrument or instruments and any such record of such a meeting of Holders or (d) in the case of Notes evidenced by a Global Note, by any electronic transmission or other message, whether or not in written format, that complies with the Depositary’s applicable procedures. 108 SIGNATURES Dated as of July 30March 27, 2012 QR ENERGY2013 EXTERRAN PARTNERS, LP L.P. By: QRE GPExterran General Partner, L.P., its general partner By: Exterran GP LLC, its general partner By: /s/ Xxxxx X. Xxxxxx Xxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Senior Vice President and Chief Financial Officer QRE EXLP FINANCE CORPORATION CORP. By: /s/ Xxxxx X. Xxxxxx Xxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Senior Vice President and Chief Financial Officer GUARANTOR: QRE OPERATING, EXLP OPERATING LLC By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Chief Financial Officer U.S. BANK NATIONAL ASSOCIATIONExterran Partners, as Trustee L.P., its sole member By: /s/ Xxxxxx Xxxxxx Xxxxxx Xxxxxx Assistant Vice President EXHIBIT A [Face of Note] CUSIP [ ] 9.25% Senior Notes due 2020 No. $ QR ENERGYExterran General Partner, LP QRE FINANCE CORPORATION promise to payL.P., jointly and severally, to or registered assigns, the principal sum of DOLLARS [or such greater or lesser amount as may be indicated on the attached Schedule of Exchanges of Interests in the Global Note] on August 1, 2020. Interest Payment Dates: February 1 and August 1 Record Dates: January 15 and July 15 Dated: , 2012 QR ENERGY, LP its general partner By: QRE GP, Exterran GP LLC, its general partner By: Name: Title: QRE FINANCE CORPORATION /s/ Xxxxx X. Xxxxxx Xxxxx X. Xxxxxx Senior Vice President and Chief Financial Officer EXLP LEASING, LLC By: Name: Title: Certificate of Authentication: This is one of the Notes referred to in the within-mentioned Indenture: U.S. Bank National AssociationEXLP Operating LLC, as Trustee its sole member By: Authorized Signatory Exterran Partners, L.P., its sole member By: Exterran General Partner, L.P., its general partner By: Exterran GP LLC, its general partner By: /s/ Xxxxx X. Xxxxxx Xxxxx X. Xxxxxx Senior Vice President and Chief Financial Officer XXXXX FARGO BANK, NATIONAL ASSOCIATION By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx Vice President [Back Face of Note]] CUSIP

Evidence of Action by Holders. Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of the Notes may take action (including the making of any demand or request, the giving of any direction, notice, consent or waiver or the taking of any other action) the fact that at the time of taking any such action the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Holders in person or by agent or proxy appointed in writing, (b) by the record of the Holders voting in favor thereof at any meeting of Holders duly called and held in accordance with procedures approved by the Trustee, (c) by a combination of such instrument or instruments and any such record of such a meeting of Holders or (d) in the case of Notes evidenced by a Global Note, by any electronic transmission or other message, whether or not in written format, that complies with the Depositary’s applicable procedures. 108 SIGNATURES Dated as of July 3018, 2012 QR 2014. COMPANY BONANZA CREEK ENERGY, LP By: QRE GP, LLC, its general partner INC. By: /s/ Xxxxxx X. Xxxxxxx Xxxxxxxxxx Name: Xxxxxx X. Xxxxxxx Xxxxxxxxxx Title: Interim President and Chief Financial Executive Officer QRE FINANCE CORPORATION By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Chief Financial Officer GUARANTOR: QRE OPERATINGGUARANTORS BONANZA CREEK ENERGY OPERATING COMPANY, LLC By: /s/ Xxxxxx X. Xxxxxxx Xxxxxxxxxx Name: Xxxxxx X. Xxxxxxx Xxxxxxxxxx Title: Interim President and Chief Financial Executive Officer U.S. BANK NATIONAL ASSOCIATIONBONANZA CREEK ENERGY RESOURCES, as Trustee LLC By: /s/ Xxxxxx X. Xxxxxxxxxx Name: Xxxxxx X. Xxxxxxxxxx Title: Interim President and Chief Executive Officer BONANZA CREEK ENERGY MIDSTREAM, LLC By: /s/ Xxxxxx X. Xxxxxxxxxx Name: Xxxxxx Assistant X. Xxxxxxxxxx Title: Interim President and Chief Executive Officer BONANZA CREEK ENERGY UPSTREAM LLC By: /s/ Xxxxxx X. Xxxxxxxxxx Name: Xxxxxx X. Xxxxxxxxxx Title: Interim President and Chief Executive Officer XXXXXX EASTERN COMPANY, LLC By: /s/ Xxxxxx X. Xxxxxxxxxx Name: Xxxxxx X. Xxxxxxxxxx Title: Interim President and Chief Executive Officer TRUSTEE XXXXX FARGO BANK, NATIONAL ASSOCIATION By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Vice President EXHIBIT A [Face of Note] CUSIP [ ] 9.25% CUSIP/CINS 5 ¾% Senior Notes due 2020 2023 No. $ QR [or such greater or lesser amount as may be indicated on the attached Schedule of Exchanges of Interests in the Global Note] BONANZA CREEK ENERGY, LP QRE FINANCE CORPORATION promise INC. promises to pay, jointly and severally, pay to or registered assigns, the principal sum of DOLLARS [or such greater or lesser amount as may be indicated on the attached Schedule of Exchanges of Interests in the Global Note] on August February 1, 20202023. Interest Payment Dates: February August 1 and August February 1 Record Dates: January July 15 and July January 15 Dated: , 2012 QR BONANZA CREEK ENERGY, LP By: QRE GP, LLC, its general partner INC. By: Name: Title: QRE FINANCE CORPORATION By: Name: Title: Certificate of Authentication: This is one of the Notes referred to in the within-mentioned Indenture: U.S. Bank National AssociationXXXXX FARGO BANK, NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory [Back of Note]] 5 ¾% Senior Notes due 2023 [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Evidence of Action by Holders. Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of the Notes may take action (including the making of any demand or request, the giving of any direction, notice, consent or waiver or the taking of any other action) the fact that at the time of taking any such action the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Holders in person or by agent or proxy appointed in writing, (b) by the record of the Holders voting in favor thereof at any meeting of Holders duly called and held in accordance with procedures approved by the Trustee, (c) by a combination of such instrument or instruments and any such record of such a meeting of Holders or (d) in the case of Notes evidenced by a Global Note, by any electronic transmission or other message, whether or not in written format, that complies with the Depositary’s applicable procedures. 108 101 SIGNATURES Dated as of July 30December 20, 2012 QR 2016. COMPANY DIAMONDBACK ENERGY, LP By: QRE GP, LLC, its general partner INC. By: /s/ Xxxxxx X. Xxxxxxx Xxxx Name: Xxxxxx X. Xxxxxxx Xxxx Title: Chief Financial Officer QRE FINANCE CORPORATION By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Chief Financial Officer GUARANTOR: QRE OPERATING, GUARANTORS DIAMONDBACK E&P LLC By: /s/ Xxxxxx X. Xxxxxxx Xxxx Name: Xxxxxx X. Xxxxxxx Xxxx Title: Chief Financial Officer U.S. BANK NATIONAL ASSOCIATION, as Trustee DIAMONDBACK O&G LLC By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx Xxxxxx Xxxxxx Assistant X. Xxxx Title: Chief Financial Officer TRUSTEE XXXXX FARGO BANK, National Association By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Vice President EXHIBIT Exhibit A [Face of Note] CUSIP [ ] 9.25____________ ISIN ____________ 5.375% Senior Notes due 2020 2025 No. $ QR ___ $____________ [or such greater or lesser amount as may be indicated on the attached Schedule of Exchanges of Interests in the Global Note] DIAMONDBACK ENERGY, LP QRE FINANCE CORPORATION promise INC. promises to pay, jointly and severally, pay to or registered assigns, the principal sum of __________________________________________________________ DOLLARS [or such greater or lesser amount as may be indicated on the attached Schedule of Exchanges of Interests in the Global Note] on August 1May 31, 20202025. Interest Payment Dates: February 1 May 31 and August 1 November 30 Record Dates: January May 15 and July November 15 Dated: , 2012 QR _______________ DIAMONDBACK ENERGY, LP By: QRE GP, LLC, its general partner INC. By: Name: Title: QRE FINANCE CORPORATION By: Name: Title: Certificate of Authentication: This is one of the Notes referred to in the within-mentioned Indenture: U.S. Bank XXXXX FARGO BANK, National Association, as Trustee By: Authorized Signatory [Back of Note]] 5.375% Senior Notes due 2025 [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Evidence of Action by Holders. Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of the Notes may take action (including the making of any demand or request, the giving of any direction, notice, consent or waiver or the taking of any other action) the fact that at the time of taking any such action the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Holders in person or by agent or proxy appointed in writing, (b) by the record of the Holders voting in favor thereof at any meeting of Holders duly called and held in accordance with procedures approved by the Trustee, (c) by a combination of such instrument or instruments and any such record of such a meeting of Holders or (d) in the case of Notes evidenced by a Global Note, by any electronic transmission or other message, whether or not in written format, that complies with the Depositary’s applicable procedures. 108 [Signatures on following pages] 89 SIGNATURES Dated as of July 30October 19, 2012 QR ENERGY, 2023. COMPANY VIPER ENERGY PARTNERS LP By: QRE GP, Viper Energy Partners GP LLC, its general partner By: /s/ Xxxxxx X. Xxxxxxx Xxxx Name: Xxxxxx X. Xxxxxxx Xxxx Title: Executive Vice President, Chief Financial Officer QRE FINANCE CORPORATION By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Chief Financial Officer GUARANTOR: QRE OPERATING, and Assistant Secretary GUARANTOR VIPER ENERGY PARTNERS LLC By: /s/ Xxxxxx X. Xxxxxxx Xxxx Name: Xxxxxx X. Xxxx Title: Executive Vice President, Chief Financial Officer and Assistant Secretary TRUSTEE COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Chief Financial Officer U.S. BANK NATIONAL ASSOCIATION, as Trustee By: /s/ Xxxxxx Xxxxxx Xxxxxx Xxxxxx Assistant Vice President EXHIBIT Exhibit A [Face of Note] CUSIP [ ] 9.25ISIN 7.375% Senior Notes due 2020 2031 No. $ QR ENERGY, LP QRE FINANCE CORPORATION promise to pay, jointly and severally, to or registered assigns, the principal sum of DOLLARS [or such greater or lesser amount as may be indicated on the attached Schedule of Exchanges of Interests in the Global Note] VIPER ENERGY PARTNERS LP promises to pay to or registered assigns, the principal sum of DOLLARS [or such greater or lesser amount may be indicated on August the attached Schedule of Exchanges of Interests in the Global Note] on November 1, 20202031. Interest Payment Dates: February May 1 and August November 1 Record Dates: January April 15 and July October 15 Dated: , 2012 QR ENERGY, VIPER ENERGY PARTNERS LP By: QRE GP, Viper Energy Partners GP LLC, its general partner By: Name: Title: QRE FINANCE CORPORATION By: Name: Title: Certificate of Authentication: This is one of the Notes referred to in the within-mentioned Indenture: U.S. Bank National AssociationCOMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory [Back of Note]] 7.375% Senior Notes due 2031 [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.