Common use of Introductory Clause in Contracts

Introductory. Diamondback Energy, Inc., a Delaware corporation (the “Company”), agrees with the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as the representatives (the “Representatives”), subject to the terms and conditions stated herein, to issue and sell to the several Underwriters (i) U.S. $850,000,000 aggregate principal amount of its 5.200% Senior Notes due 2027 (the “2027 Notes”), (ii) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 Notes, the “Notes”). The Notes will be issued pursuant to an Indenture dated as of December 13, 2022 (the “Base Indenture”), between the Company and Computershare Trust Company, National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture to be dated as of April 18, 2024 (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”). The Notes will be guaranteed (the “Guarantee” and, together with the Notes, the “Offered Securities”) by Diamondback E&P LLC (the “Guarantor”). The Offered Securities are being issued in part to fund, if consummated, a portion of the cash consideration in the acquisition (the “Acquisition”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together with the exhibits and schedules thereto, as amended, supplemented or otherwise modified, the “Acquisition Agreement”). The Company and the Guarantor hereby jointly and severally confirm their agreement with the several Underwriters as follows:

Introductory. Diamondback EnergyOneMain Finance Corporation, Inc., a Delaware an Indiana corporation (the “Company”), agrees with proposes to issue and sell to BNP Paribas Securities Corp. (“BNP”), Mizuho Securities USA LLC (“Mizuho”) and the other several underwriters Underwriters named in Schedule A hereto (collectively, the “Underwriters”), for whom you are acting as severally and not jointly, the representatives (the “Representatives”), subject to the terms and conditions stated herein, to issue and sell to the several Underwriters (i) U.S. respective amounts set forth in Schedule A of $850,000,000 400,000,000 aggregate principal amount of its 5.200the Company’s 9.000% Senior Notes due 2027 2029 (the “2027 Notes”), (ii) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 Notes, the “Notes”). The Notes will be issued pursuant to an Indenture dated as of December 13, 2022 (the “Base Indenture”), between the Company and Computershare Trust Company, National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture to be dated as of April 18, 2024 (the “Supplemental Indenture,” and together with the Base Indenture, the “IndentureSecurities”). The Notes will be guaranteed (the “Guarantee” and, together with the Notes, the “Offered Securities”) by Diamondback E&P LLC OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. BNP and Xxxxxx have agreed to act as the representatives of the several Underwriters (the “Representatives”) in connection with the offering and sale of the Securities. The Offered Securities are being issued in part Company intends to fund, if consummated, use the proceeds from this offering to redeem a portion of the cash consideration in the acquisition its 6.125% Senior Notes due 2024. The Securities will be issued pursuant to an indenture, dated as of December 3, 2014 (the “AcquisitionBase Indenture”) of Endeavor Parent), LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among the Company, Eclipse Merger Sub Ithe Guarantor and Wilmington Trust, LLCN.A., Eclipse Merger Sub IIas trustee, LLCas supplemented by that certain supplemental indenture among the Company, Endeavor Managerthe Guarantor and HSBC Bank USA, LLC N.A., as series trustee (solely for purposes of certain sections set forth thereinthe “Trustee”), and Endeavor Parent, LLC, dated as of February 11June 22, 2024 and amended on March 182023 (the “Supplemental Indenture”), 2024 to the Base Indenture (together with the exhibits and schedules thereto, as amended, supplemented or otherwise modifiedBase Indenture, the “Acquisition AgreementIndenture”) and in accordance with the instructions to be set forth in a Company Order pursuant to Article 2 of the Supplemental Indenture (the “Company Order”). The Company previously issued $500,000,000 aggregate principal amount of its 9.000% Senior Notes due 2029 (the “Existing Securities”) under the Indenture. The Securities, when issued, will constitute “Additional Notes” (as such term is defined in the Indenture). Except as otherwise described in the Disclosure Package, the Securities will have identical terms to the Existing Securities and will be treated together with the Existing Securities as a single class of Securities for all purposes under the Indenture. This Agreement, the Securities and the Guarantor Indenture are referred to herein as the “Transaction Documents.” The Company hereby jointly and severally confirm their agreement confirms its agreements with the several Underwriters as follows:

Introductory. Diamondback Energy, Inc.Fluor Corporation, a Delaware corporation (the “Company”), agrees with proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as severally and not jointly, the representatives (the “Representatives”), subject to the terms and conditions stated herein, to issue and sell to the several Underwriters (i) U.S. respective amounts set forth in such Schedule A of $850,000,000 500,000,000 aggregate principal amount of its 5.200the Company’s 3.500% Senior Notes due 2027 2024 (the “2027 Notes”), (ii) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 Notes, the “Notes”). Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and BNP Paribas Securities Corp. have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. The Notes will be issued pursuant to an Indenture indenture, dated as of December 13September 8, 2022 2011, as amended and supplemented by a second supplemental indenture dated as of June 22, 2012 (the “Base Indenture”), between the Company and Computershare Trust CompanyXxxxx Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by . Certain terms of the Notes will be established pursuant to a supplemental indenture to be dated as of April 18, 2024 (the “Supplemental Indenture,” and ”) to the Base Indenture (together with the Base Indenture, the “Indenture”). The Notes will be guaranteed issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Guarantee” andDepositary”), together with pursuant to a Letter of Representations, to be dated on or before the Notes, the “Offered Securities”Closing Date (as defined in Section 2 below) by Diamondback E&P LLC (the “GuarantorDTC Agreement”). The Offered Securities are being issued in part to fund, if consummated, a portion of the cash consideration in the acquisition (the “Acquisition”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein), the Trustee and Endeavor Parent, LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together with the exhibits and schedules thereto, as amended, supplemented or otherwise modified, the “Acquisition Agreement”)Depositary. The Company has prepared and the Guarantor hereby jointly and severally confirm their agreement filed with the several Underwriters as follows:Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-182283), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Notes, and other securities of the Company under the

Introductory. Diamondback EnergyCephalon, Inc., a Delaware corporation (the “Company”), agrees with the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as the representatives (the “Representatives”)proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters named in Schedule A hereto (ithe “Underwriters”) U.S. $850,000,000 aggregate 800,000,000 principal amount of its 5.2002.00% Convertible Senior Subordinated Notes due 2027 June 1, 2015 (the “2027 NotesFirm Securities”)) and, (ii) U.S. at the election of the Underwriters, solely to cover over-allotments, an aggregate of up to an additional $850,000,000 aggregate 120,000,000 principal amount of its 5.1502.00% Convertible Senior Subordinated Notes due 2030 June 1, 2015 (the “2030 NotesOptional Securities”)) (the Firm Securities and the Optional Securities which the Underwriters may elect to purchase pursuant to Section 3 hereof are herein collectively called the “Offered Securities”) to be issued under an indenture dated as of June 7, (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 2005 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 Notes, the “Notes”). The Notes will be issued pursuant to an Indenture dated as of December 13, 2022 (the “Base Indenture”), between the Company and Computershare Trust Company, U.S. Bank National Association, as trustee Trustee (the “Trustee”). Under the terms of the Indenture, as supplemented by a supplemental indenture to be dated as the Offered Securities are convertible, in whole or in part, into cash and shares of April 18Common Stock, 2024 $.01 par value, of the Company (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”). The Notes will be guaranteed (the “Guarantee” and, together with the Notes, the “Offered Securities”) by Diamondback E&P LLC (the “Guarantor”). The Offered Securities are being issued in part to fund, if consummated, a portion of the cash consideration in the acquisition (the “Acquisition”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together with the exhibits and schedules thereto, as amended, supplemented or otherwise modified, the “Acquisition AgreementUnderlying Shares”). The Company and the Guarantor hereby jointly and severally confirm their agreement has filed with the several Underwriters Securities and Exchange Commission (the “Commission”) a registration statement (No. 333-112541), including a prospectus (the “Base Prospectus”), relating to the sale, in one or more offerings, of various securities of the Company (including the Offered Securities) and shall promptly hereafter file with or transmit for filing to, the Commission a prospectus supplement (the “Prospectus Supplement”) specifically relating to the Offered Securities pursuant to Rule 424 under the Securities Act of 1933, as follows:amended (the “Securities Act”). The term “Registration Statement” means the registration

Introductory. Diamondback Genesis Energy, Inc.L.P., a Delaware limited partnership (the “Partnership”), and Genesis Energy Finance Corporation, a Delaware corporation (“Finance Corp.” and, together with the Partnership, the “CompanyIssuers”), agrees with propose to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as severally and not jointly, the representatives (the “Representatives”), subject to the terms and conditions stated herein, to issue and sell to the several Underwriters (i) U.S. respective amounts set forth in such Schedule A of $850,000,000 600,000,000 aggregate principal amount of its 5.200the Partnership’s 8.250% Senior Notes due 2027 2029 (the “2027 Notes”), (ii) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 Notes, the “Notes”). BofA Securities, Inc. has agreed to act as the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Notes and the Guarantees (as defined below), which are collectively referred to herein as the “Securities.” The Notes Securities will be issued pursuant to an Indenture indenture, dated as of December 13May 21, 2022 2015 (the “Base Indenture”), between among the Company Issuers, certain subsidiaries of the Partnership named therein as guarantors and Computershare Trust CompanyU.S. Bank, National Association, a national banking association and the original trustee under such indenture (the “Original Trustee”), as amended by the Agreement of Resignation, Appointment and Acceptance, dated September 30, 2020 (the “Trustee Replacement Agreement”) pursuant to which the Original Trustee resigned as trustee thereunder and Regions Bank, an Alabama banking corporation, became the successor trustee thereunder (the “Trustee”), and as further amended and supplemented by a supplemental indenture the Twentieth Supplemental Indenture, to be dated as of April 18December 7, 2024 2023 (the “Supplemental Indenture,” ”), among the Issuers, the Guarantors (as defined below) and together with the Trustee (the Base Indenture, as so amended and supplemented, being referred to herein as the “Indenture”). The payment of principal of, and premium, if any, and interest on, the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” (collectively, the “Guarantors”) and (ii) any Subsidiary (as defined below) of the Partnership formed or acquired after the Closing Date (as defined in Section 2(b)) that executes a supplemental indenture in accordance with the terms of the Indenture, and their respective successors and assigns, pursuant to their guarantees included in the Indenture (the “Guarantee” and, together with the Notes, the “Offered Securities”) by Diamondback E&P LLC (the “GuarantorGuarantees”). The Offered Securities Issuers and the Guarantors are being herein collectively referred to as the “Obligors.” The Notes will be issued in part to fund, if consummated, a portion of the cash consideration book-entry form in the acquisition name of Cede & Co., as nominee of The Depository Trust Company (the “AcquisitionDepositary”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries), pursuant to that certain Agreement and Plan a letter of Mergerrepresentations dated November 17, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC 2010 (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together with the exhibits and schedules thereto, as amended, supplemented or otherwise modified, the “Acquisition DTC Agreement”) from the Issuers to the Depositary. This agreement (this “Agreement”). The Company , the DTC Agreement, the Indenture and the Guarantor hereby jointly and severally confirm their agreement with Securities are referred to herein collectively as the several Underwriters as follows:“Transaction Documents.”

Introductory. Diamondback Energy, Invesco Mortgage Capital Inc., a Delaware Maryland corporation (the “Company”), agrees with the several underwriters Underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as the representatives (the “Representatives”), subject to the terms and conditions stated herein, ) to issue and sell to the several Underwriters (i) U.S. $850,000,000 aggregate principal amount of its 5.200% Senior Notes due 2027 18,000,000 shares (the “2027 NotesFirm Securities”), (ii) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 common stock, par value $0.01 per share (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 NotesCommon Stock”), and (v) U.S. $1,000,000,000 also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate principal amount of its 5.900% Senior Notes due 2064 not more than 2,700,000 additional shares of Common Stock (the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes Optional Securities”) as set forth below. The Firm Securities and the 2054 Notes, the “Notes”). The Notes will be issued pursuant to an Indenture dated as of December 13, 2022 (the “Base Indenture”), between the Company and Computershare Trust Company, National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture to be dated as of April 18, 2024 (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”). The Notes will be guaranteed (the “Guarantee” and, together with the Notes, Optional Securities are herein collectively called the “Offered Securities”) by Diamondback E&P LLC .” Pursuant to the Second Amended and Restated Agreement of Limited Partnership (the “GuarantorOP Agreement”) of IAS Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”), upon receipt of the net proceeds of (a) the sale of the Firm Securities on the First Closing Date (as defined below) and (b) the sale of any and all Optional Securities on each Optional Closing Date (as defined below), the Company will contribute such net proceeds to the Operating Partnership in exchange for a number of units of partnership interest in the Operating Partnership (the “OP Units”) that is equivalent to the number of Firm Securities and Optional Securities sold to the Underwriters (the “Company OP Units”). The Offered Securities To the extent there are being issued in part to fundno additional Underwriters listed on Schedule A other than you, if consummatedthe term Representatives as used herein (and as defined below) shall mean you, a portion of the cash consideration in the acquisition (the “Acquisition”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein)as Underwriters, and Endeavor Parent, LLC, dated the terms Representatives and Underwriters shall mean either the singular or plural as of February 11, 2024 and amended on March 18, 2024 (together with the exhibits and schedules thereto, as amended, supplemented or otherwise modified, the “Acquisition Agreement”). The Company and the Guarantor hereby jointly and severally confirm their agreement with the several Underwriters as follows:context requires.

Introductory. Diamondback EnergyPenske Automotive Group, Inc., a Delaware corporation (the “Company”), agrees with proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as the representatives Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (the “RepresentativesRepresentative”)) is acting as representative, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters (i) U.S. $850,000,000 aggregate 500,000,000 principal amount of its 5.2005.500% Senior Subordinated Notes due 2027 2026 (the “2027 Notes”), (ii) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 Notes, the “Notes”). The Notes will be guaranteed (collectively, the “Guarantees”), jointly and severally, by each of the subsidiary guarantors named in Schedule B hereto (the “Guarantors”). The Notes and the Guarantees are collectively referred to herein as the “Securities.” The Securities will be issued pursuant to an Indenture indenture dated as of December 13November 21, 2022 2014 (the “Base Indenture”), between among the Company Company, the Guarantors and Computershare The Bank of New York Mellon Trust Company, National AssociationN.A., as trustee (the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as supplemented by nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined below), among the Company, the Guarantors, the Trustee and the Depositary. Certain terms of the Securities will be established pursuant to a supplemental indenture to be dated as of April 18, 2024 the Closing Date (the “Supplemental Indenture,” and ”) to the Base Indenture (together with the Base Indenture, the “Indenture”). The Notes will be guaranteed use of the neuter in this Underwriting Agreement (the “Guarantee” and, together with the Notes, the “Offered SecuritiesAgreement”) by Diamondback E&P LLC (shall include the “Guarantor”). The Offered Securities are being issued in part to fund, if consummated, a portion of the cash consideration in the acquisition (the “Acquisition”) of Endeavor Parent, LLC (“Endeavor”) feminine and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together with the exhibits and schedules thereto, as amended, supplemented or otherwise modified, the “Acquisition Agreement”). The Company and the Guarantor hereby jointly and severally confirm their agreement with the several Underwriters as follows:masculine wherever appropriate.

Introductory. Diamondback Energy, Thermo Xxxxxx Scientific Inc., a Delaware corporation (the “Company”), agrees with proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as severally and not jointly, the representatives (the “Representatives”), subject to the terms and conditions stated herein, to issue and sell to the several Underwriters (i) U.S. $850,000,000 aggregate principal amount respective amounts set forth in such Schedule A of its 5.200% Senior Notes due 2027 (the “2027 Notes”), (ii) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900the Company’s 2.250% Senior Notes due 2064 2016 (the “2064 2016 Notes”) and $1,100,000,000 aggregate principal amount of the Company’s 3.600% Senior Notes due 2021 (the “2021 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 2016 Notes, the “Notes”). Barclays Capital Inc., Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated and X.X. Xxxxxx Securities LLC have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. The 2016 Notes and the 2021 Notes will be issued as separate series of senior debt securities pursuant to an Indenture indenture, dated as of December 13November 20, 2022 2009 (the “Base Indenture”), between the Company and Computershare The Bank of New York Mellon Trust Company, National AssociationN.A., as trustee (the “Trustee”), as supplemented by . Certain terms of the Notes will be established pursuant to a fourth supplemental indenture (the “Supplemental Indenture”), to be dated as of April 18August 16, 2024 2011, to the Base Indenture (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”). The Notes will be guaranteed issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Guarantee” andDepositary”), together with the Notespursuant to a Blanket Letter of Representations, the “Offered Securities”) by Diamondback E&P LLC dated as of November 18, 2009 (the “GuarantorDTC Agreement”). The Offered Securities are being issued in part to fund, if consummated, a portion of the cash consideration in the acquisition (the “Acquisition”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC the Trustee and the Depositary. As more fully described in the Disclosure Package (solely for purposes of certain sections set forth thereinas defined below), the offering of the Notes is being undertaken to fund, in part, the consideration payable in, and Endeavor Parentcertain costs associated with, LLC, dated the Acquisition (as of February 11, 2024 defined below) pursuant to the Sale and amended on March 18, 2024 Purchase Agreement (together with the exhibits and schedules thereto, as amended, supplemented or otherwise modified, the “Acquisition Agreement”), dated as of May 19, 2011, among the Company, CB Diagnostics Luxembourg S.À X.X, a Luxembourg corporation, and certain funds managed and advised by Cinven Limited, through which the Company will acquire the entire share capital of CB Diagnostics Holding AB (the “Acquisition”). The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-166176), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Notes, and other securities of the Company under the Securities Act of 1933, as amended, and the Guarantor hereby jointly rules and severally confirm their agreement with the several Underwriters as follows:regulations promulgated thereunder

Introductory. Diamondback Energy, Inc.Quanex Corporation, a Delaware corporation (the “Company”), agrees with the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as the representatives (the “Representatives”)proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters initial purchasers named in Schedule A hereto (ithe “Purchasers”) U.S. $850,000,000 U.S.$100,000,000 aggregate principal amount of its 5.2002.50% Convertible Senior Notes Debentures due 2027 (the “2027 Notes”)May 15, (ii) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 NotesFirm Securities”)) and also proposes to grant to the Purchasers an option, (iv) U.S. exercisable by Credit Suisse First Boston LLC as set forth in Section 3 hereof to purchase an aggregate of up to an additional $1,500,000,000 25,000,000 aggregate principal amount (“Optional Securities”) of its 5.7502.50% Convertible Senior Notes Debentures due 2054 May 15, 2034, each to be issued under an indenture dated as of May 5, 2004 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 Notes, the “Notes”). The Notes will be issued pursuant to an Indenture dated as of December 13, 2022 (the “Base Indenture”), between the Company and Computershare Trust CompanyUnion Bank of California, National AssociationN.A., as trustee (the “Trustee”), as supplemented by a supplemental indenture to be dated as of April 18, 2024 (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”). The Notes will be guaranteed (Firm Securities and the “Guarantee” and, together with Optional Securities which the Notes, Purchasers may elect to purchase pursuant to Section 3 hereof are herein collectively called the “Offered Securities”) by Diamondback E&P LLC (the “Guarantor”). The Offered United States Securities are being issued in part to fund, if consummated, a portion Act of the cash consideration in the acquisition (the “Acquisition”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together with the exhibits and schedules thereto1933, as amended, supplemented or otherwise modified, is herein referred to as the “Acquisition Securities Act.” The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement dated as of May 5, 2004, among the Company and the Purchasers (the “Registration Rights Agreement”), pursuant to which the Company agrees to file a registration statement with the Securities and Exchange Commission (the “Commission”) registering the resale of the Offered Securities and the Underlying Shares, as hereinafter defined, under the Securities Act. The Company and the Guarantor hereby jointly and severally confirm their agreement agrees with the several Underwriters Purchasers as follows:

Introductory. Diamondback Energy, Alere Inc., a Delaware corporation (formerly, Inverness Medical Innovations, Inc., the “Company”), agrees with the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as the representatives (the “Representatives”), subject to the terms and conditions stated herein, proposes to issue and sell to the several Underwriters initial purchasers named in Schedule A (ithe “Initial Purchasers”) U.S. $850,000,000 400,000,000 aggregate principal amount of its 5.2008.625% Senior senior subordinated unsecured notes due 2018 (the “ Original Notes”). The Company’s obligations under the Original Notes due 2027 and the Indenture (as defined below) will be, jointly and severally, unconditionally guaranteed (the “2027 NotesGuarantees”), on a senior subordinated unsecured basis, by each of the Subsidiaries (iias defined below) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 listed on the signature pages hereto (collectively, the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 NotesGuarantors,” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 NotesCompany, the “NotesIssuers”). The Original Notes will and the Guarantees are referred to herein as the “Securities.” The respective principal amounts of the Original Notes to be so purchased by the several Initial Purchasers are set forth opposite their names in Schedule A hereto. The Original Notes are to be issued pursuant to under an Indenture indenture dated as of December 13May 12, 2022 2009 (the “Base Indenture”) as supplemented by a ninth supplemental indenture (collectively, the “Indenture”) to be dated as of the Closing Date (as defined below), by and between the Company Issuers and Computershare Trust Company, U.S. Bank National Association, as trustee Trustee (the “Trustee”). Xxxxxxxxx & Company, Inc. (“Jefferies”), Xxxxxxx, Xxxxx & Co. (“GS”) and Citigroup Global Markets Inc. (“Citi”) have agreed to act as supplemented by a supplemental indenture to be dated as representatives of April 18, 2024 the several Initial Purchasers (the “Supplemental Indenture,” and together with the Base Indenturein such capacity, the “IndentureRepresentatives”). The Notes will be guaranteed (the “Guarantee” and, together ) in connection with the Notes, the “Offered Securities”) by Diamondback E&P LLC (the “Guarantor”). The Offered Securities are being issued in part to fund, if consummated, a portion offering and sale of the cash consideration in the acquisition (the “Acquisition”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together with the exhibits and schedules thereto, as amended, supplemented or otherwise modified, the “Acquisition Agreement”). The Company and the Guarantor hereby jointly and severally confirm their agreement with the several Underwriters as follows:Securities.

Introductory. Diamondback Energy, iStar Inc., a Delaware Maryland corporation (the “Company”), agrees confirms its agreement with X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and the other several underwriters named in Schedule A hereto (collectively, the “Underwriters”), for whom you are acting as the representatives (the “Representatives”), subject with respect to the terms sale by the Company and conditions stated hereinthe purchase by the Underwriters, to issue acting severally and sell to not jointly, of the several Underwriters (i) U.S. respective principal amounts set forth in such Schedule A of $850,000,000 400,000,000 aggregate principal amount of its 5.200the Company’s 4.625% Senior Notes due 2027 2020 (the “2027 2020 Notes”), (ii) U.S. and $850,000,000 400,000,000 aggregate principal amount of its 5.150the Company’s 5.25% Senior Notes due 2030 2022 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 2022 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 2020 Notes, the “NotesSecurities”). X.X. Xxxxxx has agreed to act as the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Securities. The Notes Securities will be issued pursuant to an Indenture indenture, dated as of December 13February 5, 2022 (the “Base Indenture”)2001, between the Company and Computershare US Bank Trust Company, National Association, as trustee (the “Trustee”) (the “Base Indenture”), as supplemented amended by a supplemental indenture the Thirtieth Supplemental Indenture, to be dated as of April 18September 20, 2024 (2017, between the “Company and the Trustee relating to the 2020 Notes and the Thirty-first Supplemental Indenture,” , to be dated as of September 20, 2017, between the Company and the Trustee relating to the 2022 Notes (such supplemental indentures, together with the Base Indenture, the “Indenture”). The Notes Securities will be guaranteed issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Guarantee” and, together with the Notes, the “Offered SecuritiesDepositary”) by Diamondback E&P LLC (the “Guarantor”). The Offered Securities are being issued in part to fund, if consummated, a portion of the cash consideration in the acquisition (the “Acquisition”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan a letter of Mergerrepresentations, by and to be dated on or before the Closing Date (as defined in Section 2 hereof), among the Company, Eclipse Merger Sub Ithe Trustee and the Depositary. This Agreement, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company has prepared and filed with the Securities and Exchange Commission (solely for purposes of certain sections set forth thereinthe “Commission”) a registration statement on Form S-3 (File No. 333-220353), and Endeavor Parentwhich contains a base prospectus (the “Base Prospectus”), LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together to be used in connection with the exhibits public offering and schedules theretosale of debt securities, including the Securities, and other securities of the Company under the Securities Act of 1933, as amended, supplemented or otherwise modified, the “Acquisition Agreement”). The Company and the Guarantor hereby jointly rules and severally confirm their agreement with the several Underwriters as follows:regulations promulgated thereunder

Introductory. Diamondback EnergyChesapeake Energy Corporation, Inc., a Delaware an Oklahoma corporation (the “Company”), agrees with the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as the representatives (the “Representatives”)proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters underwriters named in Schedule A hereto (ithe “Underwriters”) U.S. $850,000,000 aggregate principal amount of its 5.2007.00% Senior Notes due 2027 2024 (the “2027 2024 Notes”), (ii) U.S. and $850,000,000 aggregate 400,000,000 principal amount of its 5.1507.50% Senior Notes due 2030 2026 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 2026 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 2024 Notes, the “NotesOffered Securities”). The Notes Offered Securities will be unconditionally guaranteed on a senior unsecured basis (the “Guarantees”) by each subsidiary of the Company named in Schedule B hereto (collectively, the “Subsidiary Guarantors”), and subject to certain exceptions, by subsequently acquired domestic subsidiaries of the Company in accordance with the terms of the Indentures (as defined below). The 2024 Notes are to be issued pursuant to under an Indenture indenture dated as of December 13April 24, 2022 2014 (the “Base Indenture”), between among the Company and Computershare Trust Company, National Associationthe Subsidiary Guarantors and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the “Trustee”), as previously supplemented and as supplemented by a the eighth supplemental indenture to be indenture, dated as of April 18September 27, 2024 2018, among the Company, the Subsidiary Guarantors and the Trustee (the “Eighth Supplemental Indenture,” and and, together with the Base Indenture, the “2024 Notes Indenture”). The 2026 Notes will are to be guaranteed issued under the Base Indenture, as previously supplemented and as supplemented by the ninth supplemental indenture, dated September 27, 2018, among the Company, the Subsidiary Guarantors and the Trustee (the “GuaranteeNinth Supplemental Indenture” and, together with the NotesBase Indenture, the “2026 Notes Indenture”). The Eighth Supplemental Indenture and the Ninth Supplemental Indenture are collectively referred to herein as the “Supplemental Indentures.” The 2024 Notes Indenture and the 2026 Notes Indenture are collectively referred to herein as the “Indentures.” References to the “Offered Securities”) by Diamondback E&P LLC (” shall include the “Guarantor”). The Offered Securities are being issued in part to fundGuarantees, if consummated, a portion of unless the cash consideration in the acquisition (the “Acquisition”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together with the exhibits and schedules thereto, as amended, supplemented or context otherwise modified, the “Acquisition Agreement”). The Company and the Guarantor hereby jointly and severally confirm their agreement with the several Underwriters as follows:requires.

Introductory. Diamondback Energy, Inc.ProLogis, a Delaware corporation Maryland real estate investment trust (the “Company”), agrees with proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as severally and not jointly, the representatives (the “Representatives”), subject to the terms and conditions stated herein, to issue and sell to the several Underwriters (i) U.S. respective amounts set forth in Schedule A hereto of $850,000,000 600,000,000 aggregate principal amount of its 5.200the Company’s 6.625% Senior Notes due 2027 2018 (the “2027 Notes”), (ii) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 Notes, the “Notes”). Citigroup Global Markets Inc., Gxxxxxx, Sxxxx & Co. and Greenwich Capital Markets, Inc. have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. The Notes will be issued pursuant to an Indenture indenture, dated as of December 13March 1, 2022 1995 (the “Base Indenture”), between the Company (formerly Security Capital Industrial Trust) and Computershare U.S. Bank National Association (as successor in interest to State Street Bank and Trust Company, National Association), as trustee (the “Trustee”), as supplemented by a the first supplemental indenture, dated as of February 9, 2005 (the “First Supplemental Indenture”), the second supplemental indenture, dated as of November 2, 2005 (the “Second Supplemental Indenture”), the third supplemental indenture, dated as of November 2, 2005 (the “Third Supplemental Indenture”) and the fourth supplemental indenture, dated as of March 26, 2007 (the “Fourth Supplemental Indenture”), the fifth supplemental indenture, dated as of November 8, 2007 (the “Fifth Supplemental Indenture”), and the sixth supplemental indenture to be dated as of April 18entered into on or about May 7, 2024 2008 (the “Sixth Supplemental Indenture,”). Certain terms of the Notes will be established pursuant to a seventh supplemental indenture, adopted by the Company pursuant to Section 301 of the Base Indenture (the “Seventh Supplemental Indenture” and together with the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture and the Sixth Supplemental Indenture, the “Indenture”). The Notes will be guaranteed issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Guarantee” andDepositary”), together with the Notespursuant to a Letter of Representations, the “Offered Securities”) by Diamondback E&P LLC dated December 29, 2003 (the “GuarantorDTC Agreement”), between the Company and the Depositary. The Offered Company has prepared and filed with the Securities are being issued in part to fund, if consummated, a portion of the cash consideration in the acquisition and Exchange Commission (the “AcquisitionCommission”) of Endeavor Parent, LLC a registration statement on Form S-3 (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth thereinFile No. 333-132616), and Endeavor Parentwhich contains a base prospectus dated August 21, LLC, dated as of February 11, 2024 and amended on March 18, 2024 2006 (together with the exhibits and schedules thereto, as amended, supplemented or otherwise modified, the “Acquisition AgreementBase Prospectus”). The Company and the Guarantor hereby jointly and severally confirm their agreement with the several Underwriters as follows:, to be used in connection with

Introductory. Diamondback Parsley Energy, Inc.LLC, a Delaware corporation limited liability company (the “Company”), agrees and Parsley Finance Corp., a Delaware corporation (“FinanceCo” and, together with the Company, the “Issuers”), agree with X.X. Xxxxxx Securities LLC (the “Representative”) and the several underwriters initial purchasers named in Schedule A hereto (the “Underwriters”)hereto, for whom you are acting as representative (together with the representatives (Representative, the “RepresentativesPurchasers”), subject to the terms and conditions stated hereinin this agreement (this “Agreement”), to issue and sell to the several Underwriters (i) U.S. Purchasers an aggregate $850,000,000 aggregate 200,000,000 principal amount of its 5.200their 6.250% Senior Notes due 2027 2024 (the “2027 Notes”), (ii) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 Notes, the “Notes”). The Notes will ) to be issued pursuant to an Indenture under the indenture, dated May 27, 2016 and as of December 13, 2022 supplemented through the Closing Date (as defined below) (the “Base Indenture”), between the Company Issuers, the Guarantors (as defined below) and Computershare Trust CompanyU.S. Bank, National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture to be dated as of April 18, 2024 (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”). The Notes will be unconditionally guaranteed (the “Guarantee” and, and together with the Notes, the “Offered Securities”) as to the payment of principal and interest by Diamondback E&P LLC each of the entities listed on Schedule B hereto that is identified as a guarantor of the notes (the each a “Guarantor”). The Offered Securities are being issued in part to fund, if consummated, a portion of the cash consideration Notes constitute “Additional Notes” (as such term is defined in the acquisition Indenture) and will be issued pursuant to and in compliance with the Indenture. The Issuers have previously issued $200,000,000 aggregate principal amount of 6.250% Senior Notes due 2024 (the “AcquisitionInitial Notes”) of Endeavor Parentunder the Indenture. The Notes will have terms identical to the Initial Notes, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among other than the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein)issue date, and Endeavor Parent, LLC, dated will be treated as a single series of February 11, 2024 and amended on March 18, 2024 (together with debt securities for all purposes under the exhibits and schedules thereto, as amended, supplemented or otherwise modified, the “Acquisition Agreement”). The Company and the Guarantor hereby jointly and severally confirm their agreement with the several Underwriters as follows:Indenture.

Introductory. Diamondback Energy, Inc.Prologis Euro Finance LLC, a Delaware corporation limited liability company (the “CompanyIssuer”), agrees with proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), acting severally and not jointly, the respective amounts set forth in Schedule A hereto of €150,000,000 aggregate principal amount of the Issuer’s Floating Rate Notes due 2022 (the “Floating Rate Notes”), for whom you are acting as €550,000,000 aggregate principal amount of the representatives Issuer’s 0.375% Notes due 2028 (the “Representatives2028 Notes”) and €650,000,000 aggregate principal amount of the Issuer’s 1.000% Notes due 2035 (the “2035 Notes” and, collectively with the Floating Rate Notes and the 2028 Notes, the “Debt Securities”). Mxxxxxx Lxxxx International, subject HSBC Bank plc and Mxxxxx Sxxxxxx & Co. International plc have agreed to the terms and conditions stated herein, to issue and sell to act as lead managers of the several Underwriters (i) U.S. $850,000,000 aggregate principal amount of its 5.200% Senior Notes due 2027 (the “2027 Notes”), (ii) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 Notesin such capacity, the “NotesLead Managers”) in connection with the offering and sale of the Securities (as defined below). The Notes Securities will be issued pursuant to an Indenture indenture, dated as of December 13August 1, 2022 2018 (as defined below) (the “Base Indenture”), between among the Company Issuer, Prologis, L.P., a Delaware limited partnership, as the parent guarantor (the “Parent Guarantor” and, together with the Issuer, the “Transaction Parties”), and Computershare Trust Company, U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a the first supplemental indenture to be indenture, dated as of April 18August 1, 2024 2018 (the “First Supplemental Indenture,” and and, together with the Base Indenture, the “Indenture”). The Notes will be guaranteed , among the Issuer, the Parent Guarantor, the Trustee and Elavon Financial Services DAC, UK Branch, as paying agent (the “GuaranteePaying Agent”), providing for the issuance of debt securities in one or more series, all of which will be entitled to the benefit of the Guarantees referred to below. The Securities will be issued in book-entry form and registered in the name of a common depositary or its nominee on behalf of Clearstream Banking, S.A., (“Clearstream”) and Euroclear Bank SA/NV, as operator of the Euroclear System (“Euroclear”). Pursuant to the Indenture, the Parent Guarantor has agreed to irrevocably and unconditionally guarantee on a senior basis (the “Guarantees” and, together with the NotesDebt Securities, the “Offered Securities”), to each holder of Debt Securities, (i) by Diamondback E&P LLC (the “Guarantor”). The Offered Securities are being issued in part to fundfull and prompt payment of the principal of and any premium, if consummatedany, on any Debt Securities when and as the same shall become due, whether at the maturity thereof, by acceleration, redemption or otherwise and (ii) the full and prompt payment of any interest on any Debt Securities when and as the same shall become due and payable. As more fully described in the Disclosure Package (as defined below), Prologis (as defined below), the Parent Guarantor, Liberty Property Limited Partnership, a portion of the cash consideration in the acquisition (the “Acquisition”) of Endeavor Parent, LLC Pennsylvania limited partnership (“EndeavorLiberty”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLCother parties have entered into an agreement, dated as of February 11October 27, 2024 and amended on March 18, 2024 2019 (together with the exhibits and schedules thereto, as amended, supplemented or otherwise modified, the “Acquisition Merger Agreement”). The Company and , providing for a merger (the Guarantor hereby jointly and severally confirm their agreement with “Merger”) pursuant to which, among other things, Liberty will become a subsidiary of the several Underwriters as follows:Parent Guarantor.

Introductory. Diamondback Energy, Inc.PPL Corporation, a Delaware Pennsylvania corporation (the “Company”), agrees and PPL Capital Funding, Inc., a Delaware corporation (“PPL Capital Funding” and together with the Company, the “Issuers”), propose to issue and sell, and the several underwriters Underwriters named in Schedule A hereto Section 3 hereof (the “Underwriters”), for whom you are acting as the representatives (the “Representatives”)) propose, subject severally and not jointly, to purchase, upon the terms and conditions stated set forth herein, an aggregate of 20,000,000 Equity Units (the “Underwritten Securities”), the terms of which are set forth on Schedule A. Additionally, the Company proposes to issue and sell to the several Underwriters Underwriters, for the sole purpose of covering over-allotments in connection with the sale of the Underwritten Securities, at the option of the Underwriters, up to an additional 3,000,000 Equity Units (ithe “Option Securities”). The Underwritten Securities and any Option Securities are herein referred to as the “Securities”. Each Equity Unit will initially consist of (a) U.S. a 1/20 or 5% undivided beneficial ownership interest in $850,000,000 aggregate 1,000 principal amount of its 5.200PPL Capital Funding’s 4.625% Senior Junior Subordinated Notes due 2027 2018 (the “2027 Notes”), (ii) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 Notes, the “Notes”) guaranteed by the Company and (b) a stock purchase contract (a “Purchase Contract”) under which the holder of the Equity Unit will purchase from the Company on July 1, 2013, for an amount in cash equal to the stated amount per Security of $50 (the “Stated Amount”), a number of shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”), as set forth in such Purchase Contract. The Notes and the Guarantees will be issued pursuant to an Indenture dated as of December 13, 2022 (the “Base Indenture”), between the Company and Computershare Trust Company, National Association, as trustee (the “Trustee”), as supplemented amended by a supplemental indenture to be Supplemental Indenture, dated as of April 18, 2024 the Closing Date (the “Supplemental Indenture,” and and, together with the Base Indenture, the “Indenture”). The Notes will be guaranteed , including the subordinated guarantees set forth therein (the “Guarantee” andGuarantees”), together with the Notesamong PPL Capital Funding, the “Offered Securities”) by Diamondback E&P LLC Company and The Bank of New York Mellon, as trustee (the “GuarantorIndenture Trustee”). The Offered Securities are being issued in part to fund, if consummated, In accordance with the terms of a portion of the cash consideration in the acquisition Purchase Contract and Pledge Agreement (the “AcquisitionPurchase Contract and Pledge Agreement”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and be entered into among the Company, Eclipse Merger Sub IThe Bank of New York Mellon, LLCas Purchase Contract Agent (the “Purchase Contract Agent”) and The Bank of New York Mellon, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC as Collateral Agent (solely for purposes of certain sections set forth thereinthe “Collateral Agent”), the holders of the Equity Units will pledge the Notes to secure the holders’ obligations to purchase Common Stock under the Purchase Contracts. The Purchase Contracts will be issued pursuant to the Purchase Contract and Endeavor Parent, LLC, dated Pledge Agreement. The Purchase Contracts and the Purchase Contract and Pledge Agreement are herein collectively referred to as of February 11, 2024 and amended on March 18, 2024 (the “Units Agreements”. The Purchase Contracts together with the exhibits related Notes are herein referred to as “Corporate Units”. A holder of Corporate Units, at its option, may elect to create “Treasury Units” by substituting pledged U.S. treasury securities for any pledged ownership interests in the Notes. Unless otherwise indicated, the term “Equity Units” includes both Corporate Units and schedules theretoTreasury Units. The Issuers have filed with the Securities and Exchange Commission (the “Commission”) a joint automatic shelf registration statement on Form S-3 (Nos. 333-158200 and 333-158200-03), including the related preliminary prospectus or prospectuses, which registration statement became effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of the Commission (the “Securities Act Regulations”) under the Securities Act of 1933, as amended, supplemented or otherwise modified, amended (the “Acquisition AgreementSecurities Act”). The Such registration statement covers the registration of the Securities under the Securities Act. Promptly after the date of this Agreement, the Company and the Guarantor hereby jointly PPL Capital Funding will prepare and severally confirm their agreement file a prospectus in accordance with the several provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Securities that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations that has not been approved in writing by the Company, PPL Capital Funding and the Representatives) and includes the documents incorporated by reference therein pursuant to Item 12 of Form S-3 is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the Securities, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as follows:of the date hereof and any preliminary prospectuses that form a part thereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.

Introductory. Diamondback EnergySalem Media Group, Inc., a Delaware corporation (the “Company”), agrees with the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as the representatives (the “Representatives”), subject to the terms and conditions stated herein, proposes to issue and sell to the several Underwriters Initial Purchasers named in Schedule A (i) U.S. the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $850,000,000 255,000,000 aggregate principal amount of its 5.200the Company’s 6.75% Senior Secured Notes due 2027 2024 (the “2027 Notes”), (ii) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 Notes, the “Notes”). Wxxxx Fargo Securities, LLC has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Notes Securities (as defined below) will be issued pursuant to an Indenture indenture, to be dated as of December 13May 19, 2022 2017 (the “Base Indenture”), between among the Company and Computershare Trust Company, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as supplemented by nominee of The Depository Trust Company (the “Depositary”) pursuant to a supplemental indenture letter of representations, to be dated on or before the Closing Date (as of April 18, 2024 defined in Section 2 hereof) (the “Supplemental Indenture,DTC Agreement”), among the Company and the Depositary. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior secured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and together (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the Base terms of the Indenture, and their respective successors and assigns (collectively, the “IndentureGuarantors”), pursuant to their guarantees (the “Guarantees”). The Notes will be guaranteed (and the Guarantees attached thereto are herein collectively referred to as the “GuaranteeSecurities.” andAs described in the Pricing Disclosure Package (as defined below) and the Final Memorandum, together with proceeds from the issuance and sale of the Securities shall be used to (i) refinance the Company’s existing credit agreement and (ii) to pay related fees and expenses. The issuance and sale of the Notes, the “Offered Securities”) issuance of the Guarantees, the entry by Diamondback E&P LLC the Company and the Guarantors into a new senior first lien credit facility (the “GuarantorSenior Credit Facility”). The Offered Securities are being issued in part to fund, the initial extensions of credit thereunder, if consummatedany, a portion on the Closing Date, the refinancing of the cash consideration Company’s existing credit agreement as described in the acquisition (Pricing Disclosure Package, and the payment of transaction costs are referred to herein collectively, as the “AcquisitionTransactions.”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together with the exhibits and schedules thereto, as amended, supplemented or otherwise modified, the “Acquisition Agreement”). The Company and the Guarantor hereby jointly and severally confirm their agreement with the several Underwriters as follows:

Introductory. Diamondback Energy, Inc.Sunoco LP, a limited partnership organized under the laws of the State of Delaware corporation (the “CompanySunoco”), agrees and Sunoco Finance Corp., a corporation organized under the laws of the State of Delaware (“Finance Corp.” and, together with the several underwriters named in Schedule A hereto (Sunoco, the “UnderwritersIssuers”), for whom you are acting as the representatives (the “Representatives”), subject to the terms and conditions stated herein, propose to issue and sell to the several Underwriters Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of (i) U.S. $850,000,000 1,000,000,000 aggregate principal amount of its 5.200the Issuers’ 4.875% Senior Notes due 2027 2023 (the “2027 2023 Notes”), (ii) U.S. $850,000,000 800,000,000 aggregate principal amount of its 5.150the Issuers’ 5.500% Senior Notes due 2030 2026 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 2026 Notes”), and (viii) U.S. $1,000,000,000 400,000,000 aggregate principal amount of its 5.900the Issuers’ 5.875% Senior Notes due 2064 2028 (the “2064 2028 Notes” and”, and together with the 2027 Notes, the 2030 Notes, the 2034 2023 Notes and the 2054 2026 Notes, collectively, the “Notes”). Each of Credit Suisse Securities (USA) LLC and RBC Capital Markets, LLC has agreed to act as the representatives of the several Initial Purchasers (collectively, the “Representatives”) in connection with the offering and sale of the Notes. The Notes Securities (as defined below) will be issued pursuant to an Indenture indenture, to be dated as of December 13January 23, 2022 2018 (the “Base Indenture”), between among the Company Issuers, the Guarantors (as defined below) and Computershare Trust Company, U.S. Bank National Association, as trustee (the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as supplemented by nominee of The Depository Trust Company (the “Depositary”), pursuant to a supplemental indenture letter of representations to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers, the Trustee and the Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of April 18January 23, 2024 2018 (the “Supplemental Indenture,Registration Rights Agreement”), among the Issuers, the Guarantors, ETC M-A Acquisition LLC, a limited liability company formed under the laws of the State of Delaware (“ETC”) and the Representatives, on behalf of each of the Initial Purchasers, pursuant to which the Issuers will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its reasonable best efforts to cause such registration statements to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and together (ii) any subsidiary of Sunoco formed or acquired after the Closing Date that executes an additional guarantee in accordance with the Base terms of the Indenture, and their respective successors and assigns (collectively, the “IndentureGuarantors”), pursuant to their guarantees (the “Guarantees”). ETC will enter into a Guarantee of Collection with the Issuers providing for a limited contingent guarantee of the Issuer’s and the Guarantors’ obligation to pay the principal on the Notes (the “ETC Guarantee”). The Notes will be guaranteed (and the Guarantees related thereto are herein collectively referred to as the “GuaranteeSecurities”; and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” Prior to the date hereof, certain subsidiaries of Sunoco entered into that certain Asset Purchase Agreement (“Asset Purchase Agreement”), by and among Susser Petroleum Property Company LLC, a Delaware limited liability company (“PropCo”), Sunoco Retail LLC, a Pennsylvania limited liability company (“Sunoco Retail”), Stripes LLC, a Texas limited liability company (“Stripes”), Town & Country Food Stores, Inc., a Texas corporation (“Town & Country”), MACS Retail LLC, a Virginia limited liability company (“MACS Retail”), as the sellers thereto and 7-Eleven, Inc., a Texas corporation (“7-Eleven”) and SEI Fuel Services, Inc., a Texas corporation and wholly-owned subsidiary of 7-Eleven (“SEI Fuel”), as the buyers thereto and, solely for the purposes referenced therein, Sunoco, Finance Corp. and Sunoco, LLC, a Delaware limited liability company (“Sunoco LLC”). Upon the terms and subject to the conditions set forth in the Asset Purchase Agreement, the sellers thereto have agreed to sell a portfolio of approximately 1,112 company-operated retail outlets in 19 geographic regions, together with ancillary businesses and related assets for an aggregate purchase price of $3.3 billion. This Agreement, the Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities and the Indenture are referred to herein as the “Transaction Documents.” The issuance and sale of the Notes, the issuance of the Guarantees and the application of the proceeds from the sale of the Securities as described in the Pricing Disclosure Package (as defined below) and the payment of transaction costs are referred to herein collectively as the “Offered Securities”Transactions.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) by Diamondback E&P LLC and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “GuarantorSubsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Offered Securities and the ETC Guarantee are to be offered and sold to or through the Initial Purchasers without being issued in part to fund, if consummated, a portion of registered with the cash consideration in the acquisition Securities and Exchange Commission (the “AcquisitionCommission”) under the Securities Act of Endeavor Parent1933 (as amended, LLC the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“EndeavorRule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and its wholly owned subsidiariesdelivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, pursuant to that certain Agreement and Plan of Mergerdated January 8, by and among 2018 (the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein“Preliminary Offering Memorandum”), and Endeavor Parent, LLChave prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated January 9, 2018, in the form attached hereto as Exhibit A (the “Pricing Supplement”), describing the terms of February 11the Securities, 2024 each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and amended on March 18, 2024 (together with the exhibits Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and schedules thereto, as amended, supplemented or otherwise modifieddelivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Acquisition AgreementFinal Offering Memorandum”). The Company and the Guarantor hereby jointly and severally confirm their agreement with the several Underwriters as follows:.

Introductory. Diamondback Energy, Silgan Holdings Inc., a Delaware corporation (the “Company”), agrees with the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as the representatives (the “Representatives”), subject to the terms and conditions stated herein, proposes to issue and sell to the several Underwriters (i) U.S. BofA Securities, Inc. and the other several Initial Purchasers named in Schedule A-1 (the “Dollar Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A-1 of $850,000,000 200 million aggregate principal amount of its 5.200the Company’s 4.125% Senior Notes due 2027 2028 (the “2027 NotesDollar Securities”), ) and (ii) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 Xxxxxxx Xxxxx International and the other several Initial Purchasers named in Schedule A-2 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 NotesEuro Initial Purchasers” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 NotesDollar Initial Purchasers, the “NotesInitial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A-2 of €500 million aggregate principal amount of the Company’s 2.250% Senior Notes due 2028 (the “Euro Securities” and, together with the Dollar Securities, the “Securities”). BofA Securities, Inc. and Xxxxxxx Xxxxx International have agreed to act as the representatives of the several Initial Purchasers (the “Representatives”) in connection with the offering and sale of the Securities. The Notes Securities will be issued pursuant to an Indenture (i) in the case of the Dollar Securities, that certain indenture, dated as of December 13November 12, 2022 2019 (the “Dollar Securities Base Indenture”), between the Company and Computershare Trust Company, U.S. Bank National Association, as trustee for the Existing Dollar Securities (as defined below) and the “Trustee”)Dollar Securities, as supplemented by a supplemental indenture indenture, to be dated as of April 18February 26, 2024 2020 (the “Dollar Securities Supplemental Indenture,” and together with the Base Indenture, the “Indenture”). The Notes will be guaranteed (the “Guarantee” and, together with the NotesDollar Securities Base Indenture, the “Offered Securities”) by Diamondback E&P LLC (the “Guarantor”). The Offered Dollar Securities are being issued in part to fund, if consummated, a portion of the cash consideration in the acquisition (the “Acquisition”) of Endeavor Parent, LLC (“EndeavorIndenture”) and its wholly owned subsidiaries(ii) in the case of the Euro Securities, pursuant an indenture, to that certain Agreement and Plan of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLC, be dated as of February 1126, 2024 and amended on March 182020 (the “Euro Securities Indenture” and, 2024 (together with the exhibits and schedules thereto, as amended, supplemented or otherwise modifiedDollar Securities Indenture, the “Acquisition Indentures”), between the Company and U.S. Bank National Association, as trustee for the Euro Securities. The Dollar Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”) between the Company and DTC and the Euro Securities will be issued only in book-entry form to the depositary of the Euro Securities, as nominee of Euroclear Bank SA/NV (“Euroclear”), as operator of the Euroclear system, and Clearstream Banking, société anonyme (“Clearstream”). The Company has previously issued $400,000,000 aggregate principal amount of 4.125% Senior Notes due 2028 (the “Existing Dollar Securities”) under the Dollar Securities Base Indenture. The Dollar Securities constitute “Additional Notes” (as such term is defined in the Dollar Securities Base Indenture) under the Dollar Securities Indenture. Except as otherwise described in the Pricing Disclosure Package (as defined below), the Dollar Securities will have identical terms to the Existing Dollar Securities and will be treated as a single series of debt for all purposes under the Dollar Securities Indenture. The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of February 26, 2020 (the “Registration Rights Agreement”), among the Company and the Guarantor hereby jointly and severally confirm their agreement Initial Purchasers, pursuant to which the Company will be required to file with the several Underwriters Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Securities (the “Exchange Securities”) to be offered in exchange for the Securities (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale by certain holders of the Securities, and in each case, to use its best efforts to cause such registration statements to be declared effective. All references herein to the Exchange Securities and the Exchange Offer are only applicable if the Company is in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. This Agreement, the Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities and the Indentures are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indentures, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated February 19, 2020 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated February 19, 2020 (the “Pricing Supplement”), attached as Schedule B hereto, describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to collectively as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Company hereby confirms its agreements with the Initial Purchasers as follows:

Introductory. Diamondback Energy, Inc.Ready Capital Corporation, a Delaware Maryland corporation (the “Company”), agrees Sxxxxxxxxx Partners, L.P., a Delaware limited partnership (the “Operating Partnership”), and Waterfall Asset Management, LLC, a Delaware limited liability company (the “Manager”), each confirms its agreement with each of the several underwriters Underwriters named in Schedule A hereto (the “Underwriters”), ) for whom you are acting as the representatives (the “Representatives”), subject to the terms and conditions stated herein, Company to issue and sell to the several Underwriters (i) U.S. $850,000,000 aggregate principal amount of its 5.200% Senior Notes due 2027 7,000,000 shares (the “2027 NotesFirm Securities”), (ii) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 common stock, par value $0.0001 per share (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 NotesCommon Stock”), and (v) U.S. $1,000,000,000 to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate principal amount of its 5.900% Senior Notes due 2064 not more than 1,050,000 additional shares of Common Stock (the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes Optional Securities”) as set forth below. The Firm Securities and the 2054 Notes, the “Notes”). The Notes will be issued pursuant to an Indenture dated as of December 13, 2022 (the “Base Indenture”), between the Company and Computershare Trust Company, National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture to be dated as of April 18, 2024 (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”). The Notes will be guaranteed (the “Guarantee” and, together with the Notes, Optional Securities are herein collectively called the “Offered Securities”) by Diamondback E&P LLC (.” Pursuant to the “Guarantor”). The Offered Securities are being issued in part to fund, if consummated, a portion Third Amended and Restated Agreement of Limited Partnership of the cash consideration in the acquisition (the “Acquisition”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLCOperating Partnership, dated as of February 11March 5, 2024 and amended on March 18, 2024 2019 (together with the exhibits and schedules thereto, as amended, supplemented or otherwise modified, the “Acquisition OP Agreement”), upon receipt of the net proceeds of (a) the sale of the Firm Securities on the First Closing Date (as defined below) and (b) the sale of any and all Optional Securities on each Optional Closing Date (as defined below), the Company will contribute such net proceeds to the Operating Partnership in exchange for a number of units of partnership interest in the Operating Partnership (the “OP Units”) that is equivalent to the number of Firm Securities and Optional Securities sold to the Underwriters (the “Company OP Units”). The Company To the extent there are no additional Underwriters listed on Schedule A other than you, the term Representatives as used herein (and as defined below) shall mean you, as Underwriters, and the Guarantor hereby jointly terms Representatives and severally confirm their agreement with Underwriters shall mean either the several Underwriters singular or plural as follows:the context requires.

Introductory. Diamondback Energy, Inc.Delhaize Group SA, a Delaware corporation Belgian société anonyme (the “Company”), agrees with the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as the representatives (the “Representatives”), subject to the terms and conditions stated herein, proposes to issue and sell to the several Underwriters Initial Purchasers of the Euro Notes and the several Initial Purchasers of the Dollar Notes represented by CDIs (ias defined below) U.S. named in Schedule A (each, an “Initial Purchaser” and collectively, the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $850,000,000 450,000,000 aggregate principal amount of its 5.200the Company’s 6.50% Senior Notes due 2027 2014 (the “2027 Dollar Notes”), (ii) U.S. $850,000,000 and a €500,000,000 aggregate principal amount of its 5.150the Company’s 5.625% Senior Notes due 2030 2017 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 Euro Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 Dollar Notes, the “Notes”). The Notes benefit from the guarantees (the “Cross-Guarantee”) of Delhaize America, Inc. (“Delhaize America”) and the other direct and indirect subsidiaries of the Company (collectively, the “Guarantors”) that are party to the Cross-Guarantee Agreement dated as of May, 21, 2007 (the “Cross-Guarantee Agreement”). With respect to the Dollar Notes, the term “Notes” refers to the Dollar Notes represented by CDIs, unless the context requires the reference be to the underlying Dollar Notes. The Dollar Notes will be issued pursuant to an Indenture indenture, to be dated as of December 13on or about June 27, 2022 2007 (the “Base Dollar Indenture”), between the Company and Computershare BNY Corporate Trust Company, National AssociationServices Limited, as trustee (the “Trustee”)) and the Euro Notes will be issued pursuant to an indenture, as supplemented by a supplemental indenture to be dated as of April 18on or about June 27, 2024 2007 (the “Supplemental Euro Indenture,” and together with the Base Indenture, the “Indenture”). The Notes will be guaranteed (the “Guarantee” and, together with the NotesDollar Indenture, the “Offered SecuritiesIndentures”), between the Company and the Trustee. The Dollar Notes will be issued in bearer form through the facilities of the X/N System (as defined below) including through Euroclear and will be represented by certificateless depositary interests (“CDIs”) issued by Diamondback E&P LLC the Trustee in the name of Cede & Co., as nominee of The Depository Trust Company (the “GuarantorDepositary”). The Offered Securities are being issued , pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in part to fund, if consummated, a portion of the cash consideration in the acquisition Section 2 hereof) (the “AcquisitionDTC Agreement”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein), between the Trustee and Endeavor Parent, LLC, dated as of February 11, 2024 the Depositary and amended on March 18, 2024 a Deposit Agreement between the Company and the Trustee (together with the exhibits and schedules thereto, as amended, supplemented or otherwise modified, the “Acquisition Deposit Agreement”). The Euro Notes will be issued only in bearer form through the facilities of the X/N System including through Euroclear and Clearstream Luxembourg. The holders of the Dollar Notes represented by CDIs will be entitled to the benefits of a registration rights agreement, to be dated on or about June 27, 2007 (the “Registration Rights Agreement”), among the Company, the Guarantors and the Initial Purchasers of the Dollar Notes represented by CDIs, pursuant to which the Company and the Guarantor hereby jointly and severally confirm their agreement Guarantors will agree to file with the several Underwriters Commission (as follows:defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company represented by CDIs with terms identical in all material respects to the Dollar Notes represented by CDIs (the “Exchange Notes”) to be offered in exchange for the Dollar Notes represented by CDIs (the “Exchange Offer”) and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Dollar Notes represented by CDIs, and in each case, to use its reasonable best efforts to cause such registration statements to be declared effective. The Company will use the proceeds from the offering of Notes principally for the repurchase by Delhaize America in a tender offer commenced on May 30, 2007, of up to $1.1 billion aggregate principal amount of Delhaize America’s outstanding, in order of purchase priority, 8.125% notes due 2011, 9.000% debentures due 2031, and 8.050% notes due 2027. The Company intends to use any remaining net proceeds from the offering for general corporate purposes. The Company understands that the Initial Purchasers propose to make an offering of the Notes on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Notes to purchasers (the “Subsequent Purchasers”) at any time after the time this Agreement is executed by the parties hereto (the “Time of Execution”). The Notes are to be offered and sold to the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Notes and the Indentures, investors who acquire Notes shall be deemed to have agreed (i) that Notes may only be resold or otherwise transferred, after the date hereof, if such Notes are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)); and (ii) that Notes may be held only by eligible investors referred to in Article 4 of the Belgian Royal Decree of May 26, 1994 holding their Notes directly or indirectly in an exempt account with the X/N system operated by the National Bank of Belgium (the “X/N System”). The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated June 7, 2007 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated June 18, 2007 (the “Pricing Supplement”), in forms attached hereto as Exhibit A and describing the terms of the Notes, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Notes. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after the Time of Execution, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).

Introductory. Diamondback Energy, Inc.SINA Corporation, a Delaware Cayman Islands corporation (the “Company”), agrees with the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as the representatives (the “Representatives”)proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters initial purchasers named in Schedule A hereto (ithe “Purchasers”) U.S. $850,000,000 U.S.$80,000,000 aggregate principal amount of its 5.200% Senior Zero Coupon Convertible Subordinated Notes due 2027 2023 (the “2027 NotesFirm Securities”)) and also proposes to grant to the Purchasers an option, (ii) U.S. $850,000,000 exercisable from time to time by Credit Suisse First Boston LLC to purchase an aggregate of up to an additional U.S.$20,000,000 principal amount (“Optional Securities”) of its 5.150% Senior Zero Coupon Convertible Subordinated Notes due 2030 2023, to be issued under an indenture, which is expected to be entered into on July 7, 2003 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 Notes, the “Notes”). The Notes will be issued pursuant to an Indenture dated as of December 13, 2022 (the “Base Indenture”), between the Company and Computershare Trust Company, National AssociationThe Bank of New York, as trustee (the “Trustee”), as supplemented by a supplemental indenture to be dated as of April 18, 2024 (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”). The Notes will be guaranteed (Firm Securities and the “Guarantee” and, together with Optional Securities which the Notes, Purchasers may elect to purchase pursuant to Section 3 hereof are herein collectively called the “Offered Securities”) by Diamondback E&P LLC (the “Guarantor”). The Offered United States Securities are being issued in part to fund, if consummated, a portion Act of the cash consideration in the acquisition (the “Acquisition”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together with the exhibits and schedules thereto1933, as amended, supplemented or otherwise modified, is herein referred to as the “Acquisition Securities Act.” The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement of even date herewith among the Company and the Purchasers (the “Registration Rights Agreement”), pursuant to which the Company agrees to file a registration statement with the Securities Exchange Commission (the “Commission”) registering the resale of the Offered Securities and the Underlying Shares, as hereinafter defined, under the Securities Act. The Company and the Guarantor hereby jointly and severally confirm their agreement agrees with the several Underwriters Purchasers as follows:

Introductory. Diamondback Energy, Tempur-Pedic International Inc., a Delaware corporation (the “Company”), agrees with the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as the representatives (the “Representatives”), subject to the terms and conditions stated herein, proposes to issue and sell to Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and the other several Underwriters Initial Purchasers named in Schedule A (i) U.S. the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $850,000,000 375,000,000 aggregate principal amount of its 5.200the Company’s 6.875% Senior Notes due 2027 2020 (the “2027 Notes”), (ii) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 Notes, the “Notes”). Xxxxxxx Xxxxx has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Notes Securities (as defined below) will be issued pursuant to an Indenture indenture, to be dated as of December 1319, 2022 2012 (the “Base Indenture”), between among the Company Company, the Guarantors (as defined below) and Computershare The Bank of New York Mellon Trust Company, National AssociationN.A., as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as supplemented by nominee of The Depository Trust Company (the “Depositary”) pursuant to a supplemental indenture letter of representations, to be dated on or before the Closing Date (as of April 18, 2024 defined in Section 2 hereof) (the “Supplemental Indenture,DTC Agreement”), among the Company and the Depositary. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Initial Guarantors” on the Closing Date (as defined below), (ii) the entities listed on Schedule B hereto which become borrowers or guarantors under the New Credit Agreement (as defined below) (the “Specified Guarantors”) on or prior to the Escrow Release Date (as defined below) and together (iii) any Subsidiary (as defined below) of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the Base Indentureterms of the Indenture (collectively, (i), (ii) and (iii) and their respective successors and assigns, being referred to herein as the “IndentureGuarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The holders of the Notes will be guaranteed entitled to the benefits of a registration rights agreement, to be dated on or prior to the Closing Date (the “Guarantee” and, together with the Notes, the “Offered Securities”) by Diamondback E&P LLC (the “GuarantorRegistration Rights Agreement”). The Offered Securities are being issued in part to fund, if consummated, a portion of the cash consideration in the acquisition (the “Acquisition”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among the Company, Eclipse Merger Sub Ithe Guarantors (including the Guarantors that subsequently become a party thereto by executing the RRA Joinder (as defined below)), LLCand the Initial Purchasers, Eclipse Merger Sub IIpursuant to which the Company and the Guarantors will be required to file with the Commission (as defined below), LLC, Endeavor Manager, LLC (solely for purposes of certain sections under the circumstances set forth therein), (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and/or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and Endeavor Parentin each case, LLCto use its reasonable best efforts to cause such registration statement(s) to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Company and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. In connection with the offering of the Securities, the Company entered into an amendment (the “Bank Amendment”) to the Amended and Restated Credit Agreement, dated as of February 11, 2024 and amended on March June 18, 2024 2011 (together with the exhibits and schedules thereto, as amended, supplemented or otherwise modifiedmodified from time to time, the “Existing Credit Agreement”), among certain Subsidiaries and affiliates of the Company, the financial institutions party thereto from time to time, Bank of America, N.A., as domestic administrative agent and domestic collateral agent and Nordea Bank Danmark A/S, as foreign administrative agent and foreign collateral agent, to permit the Company and the Guarantors to issue the Securities. On or prior to the Closing Date, the Company expects to enter into a credit agreement (the “New Credit Agreement”) with a group of lenders and Bank of America, N.A. as administrative agent, to provide for new senior secured credit facilities, consisting of a $350 million revolving credit facility, a $550 million term A loan and a $870 million term B loan, primarily in order to (A) finance the acquisition (the “Sealy Acquisition”) of Sealy Corporation (“Sealy”) pursuant to the Agreement and Plan of Merger dated as of September 26, 2012 (as in effect on the date hereof, and as may be amended hereafter, the “Acquisition Agreement”) among the Company, Silver Lightning Merger Company and Sealy, (B) repay, defease or redeem substantially all existing indebtedness of the Company and Sealy and (C) pay fees and expenses related to each of (A) and (B). On the Closing Date, the Company shall enter into an escrow agreement (the “Escrow Agreement”) with the Trustee, who shall also act as escrow agent (the “Escrow Agent”). Pursuant to the Escrow Agreement, the Company will deposit, or cause to be deposited, into an escrow account (the “Escrow Account”) cash and/or U.S. government obligations (collectively with the Escrow Account and any other securities from time to time held therein, the “Escrowed Property”) equal to the proceeds of the offering of the Securities and an additional amount of cash and/or U.S. government obligations sufficient to redeem all the Notes, for cash at a redemption price of 100% of the principal amount of the Notes, plus accrued and unpaid interest from the Closing Date to, but excluding, October 1, 2013. The Escrowed Property will be held by the Escrow Agent in accordance with the terms and provisions set forth in the Escrow Agreement, and released in accordance with the conditions set forth therein (the “Escrow Release Conditions”) on the date such conditions are satisfied in accordance with the Escrow Agreement (the “Escrow Release Date”), as described in the Preliminary Offering Memorandum and the Final Offering Memorandum (each as defined below). Following the Escrow Release Date, the Escrowed Property will be used to pay a portion of the consideration due for the Sealy Acquisition, and related fees and expenses, under the Acquisition Agreement. If the Escrow Release Conditions are not satisfied on or before September 26, 2013 (the “Outside Date”), the Company will be required to redeem the Securities at the Escrow Redemption Price (as defined in the Indenture) pursuant to the terms of the Indenture and the Escrow Agreement and in accordance therewith. The Specified Guarantors will, among other things, on or prior to the Escrow Release Date, execute a joinder agreement to this Agreement (the “Joinder Agreement”) in the form attached as Annex I hereto. In addition, on or prior to the Escrow Release Date, the Specified Guarantors will execute (i) a joinder agreement to the Registration Rights Agreement in the form attached to the Registration Rights Agreement (the “RRA Joinder”) and (ii) a supplemental indenture to the Indenture (the “Supplemental Indenture”) in the form attached to the Indenture pursuant to which each such Specified Guarantor will become a Guarantor under the Indenture. The (i) issuance and sale of the Notes, (ii) issuance of the Guarantees, (iii) execution of the Escrow Agreement, the Registration Rights Agreement, the Joinder Agreement, the RRA Joinder, the Indenture and the Supplemental Indenture, (iv) entry by the Company and the Guarantor hereby jointly Guarantors into the Bank Amendment, (v) entry by the Company and severally confirm their agreement the Guarantors into the New Credit Agreement, (vi) release of the Escrowed Property to the Company in accordance with the several Underwriters Escrow Release Conditions on the Escrow Release Date, if applicable, (vii) initial extensions of credit under the New Credit Agreement on the Closing Date or the Escrow Release Date, as follows:applicable, (viii) Sealy Acquisition, (ix) repayment, defeasance or redemption of substantially all existing indebtedness of the Company and Sealy and entry into the supplemental indenture to the 8% Senior Secured Third Lien Convertible Notes due 2016 (the “Convertible Notes”) indenture and (x) payment of all related fees and expenses are referred to herein collectively as the “Transactions.” This Agreement, the Registration Rights Agreement, the Joinder Agreement, the RRA Joinder, the DTC Agreement, the Securities, the Exchange Securities, the Bank Amendment, the New Credit Agreement, the Escrow Agreement, the Acquisition Agreement, the Indenture and the Supplemental Indenture are referred to herein collectively as the “Transaction Documents.”

Introductory. Diamondback Energy, Inc.Kansas City Southern, a Delaware corporation (the “Company”), agrees with proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as severally and not jointly, the representatives (the “Representatives”), subject to the terms and conditions stated herein, to issue and sell to the several Underwriters (i) U.S. respective amounts set forth in such Schedule A of $850,000,000 425,000,000 aggregate principal amount of its 5.200the Company’s 2.875% Senior Notes due 2027 2029 (the “2027 2029 Notes”), (ii) U.S. and $850,000,000 425,000,000 aggregate principal amount of its 5.150the Company’s 4.200% Senior Notes due 2030 2069 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 2069 Notes” and, and together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 2029 Notes, the “Notes”). The Notes BofA Securities, Inc., X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Securities (as defined below). Each series of Securities will be issued pursuant to an Indenture indenture, dated as of December 139, 2022 2015 (the “Base Indenture”), between among the Company and Computershare Trust Company, as issuer, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (the “Trustee”). Certain terms of each series of Securities (as defined below) will be established pursuant to separate supplemental indentures, as supplemented by a supplemental indenture in each case, to be dated as of April 18the Closing Date (as defined in Section 2 hereof) (together, 2024 (the “Supplemental Indenture,” and Indentures”) to the Base Indenture (together with the Base Indenture, the “Indenture”). Each series of Securities will be issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”). Pursuant to the Indenture, the 2029 Notes and the 2069 Notes will each be guaranteed (the “GuaranteeGuarantees” and, together with the Notes, the “Offered Securities”) ), in each case, jointly and severally, on a senior unsecured, unconditional basis by Diamondback E&P LLC the entities listed on Schedule B hereto (the “GuarantorGuarantors”). The Offered Securities are being issued in part to fund, if consummated, a portion For purposes of the cash consideration in the acquisition this underwriting agreement (the “AcquisitionAgreement”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein), references to the “Securities” shall be deemed to refer to each series of Securities separately, and Endeavor Parent, LLC, dated as of February 11, 2024 not to the 2029 Notes and amended on March 18, 2024 the 2069 Notes (together with the exhibits and schedules thereto, as amended, supplemented or otherwise modified, the “Acquisition Agreement”). The Company and the Guarantor hereby jointly and severally confirm their agreement with the several Underwriters as follows:applicable Guarantees) on any combined basis.

Introductory. Diamondback Energy, Inc.Unit Corporation, a Delaware corporation (the “Company”), agrees with the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as the representatives (the “Representatives”), subject to the terms and conditions stated herein, proposes to issue and sell to Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and the other several Underwriters Initial Purchasers named in Schedule A (i) U.S. the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $850,000,000 400 million aggregate principal amount of its 5.200the Company’s 6 5/8% Senior Subordinated Notes due 2027 2021 (the “2027 Notes”), (ii) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 Notes, the “Notes”). Xxxxxxx Xxxxx has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Notes Securities (as defined below) will be issued pursuant to an Indenture indenture, to be dated as of December 13July 24, 2022 2012 (the “Base Indenture”), between among the Company Company, the Guarantors (as defined below) and Computershare Trust CompanyWilmington Trust, National Association, as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as supplemented by nominee of The Depository Trust Company (the “Depositary”) pursuant to a supplemental indenture letter of representations, to be dated on or before the Closing Date (as of April 18, 2024 defined in Section 2 hereof) (the “Supplemental Indenture,” DTC Agreement”), among the Company, the Trustee and together the Depositary. The Securities are being offered and sold as part of the financing in connection with the Base Indentureconsummation of the transactions contemplated by the Purchase and Sale Agreement, the “Indenture”). The Notes will be guaranteed dated as of July 10, 2012 (the “Guarantee” and, together with the Notes, the “Offered Securities”) by Diamondback E&P LLC (the “GuarantorPurchase and Sale Agreement”). The Offered Securities are being issued in part to fund, if consummatedby and between the Company, Unit Petroleum Company, an Oklahoma corporation, and Noble Energy, Inc., a portion of the cash consideration in the acquisition Delaware corporation, (the “Acquisition”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together with the exhibits and schedules thereto, as amended, supplemented or otherwise modified, the “Acquisition Agreement”). The Company and net proceeds from the Guarantor hereby jointly and severally confirm their agreement with sale of the several Underwriters Securities (as follows:defined below) will be used to partially finance the Acquisition.

Introductory. Diamondback EnergyPrologis, Inc.L.P., a Delaware corporation limited partnership (the “CompanyIssuer”), agrees with proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), acting severally and not jointly, the respective amounts set forth in Schedule A hereto of C$550,000,000 aggregate principal amount of the Issuer’s 4.700% Notes due 2029 (the “Securities”). Scotia Capital Inc. and TD Securities Inc. have agreed to act as representatives of the several Underwriters (in such capacity, for whom you are acting as the representatives (the “Representatives”), subject to the terms and conditions stated herein, to issue and sell to the several Underwriters (i) U.S. $850,000,000 aggregate principal amount of its 5.200% Senior Notes due 2027 (the “2027 Notes”), (ii) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 Notes” and, together in connection with the 2027 Notes, offering and sale of the 2030 Notes, the 2034 Notes and the 2054 Notes, the “Notes”)Securities. The Notes Securities will be issued pursuant to an Indenture indenture, dated as of December 13June 8, 2022 2011 (the “Base Indenture”), between among the Company Issuer, Prologis, Inc., a Maryland corporation and Computershare the parent company of the Issuer (“Prologis”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by a the fifth supplemental indenture to be indenture, dated as of April 18August 15, 2024 2013 (the “Fifth Supplemental Indenture,”), as supplemented by the ninth supplemental indenture, dated as of November 3, 2022 (the “Ninth Supplemental Indenture” and together with the Base Indenture and the Fifth Supplemental Indenture, the “Indenture”), providing for the issuance of debt securities in one or more series. The Notes Securities will be guaranteed issued in book-entry form and registered in the name of CDS & Co., as nominee of CDS Clearing and Depository Services Inc. (the “Guarantee” and, together with the Notes, the “Offered Securities”) by Diamondback E&P LLC (the “GuarantorCDS”). The Offered Securities are being issued in part to fund, if consummated, a portion of the cash consideration in the acquisition (the “Acquisition”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together with the exhibits and schedules thereto, as amended, supplemented or otherwise modified, the “Acquisition Agreement”). The Company and the Guarantor hereby jointly and severally confirm their agreement with the several Underwriters as follows:.

Introductory. Diamondback EnergyInverness Medical Innovations, Inc., a Delaware corporation (the “Company”), agrees with the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as the representatives (the “Representatives”), subject to the terms and conditions stated herein, proposes to issue and sell to the several Underwriters initial purchasers named in Schedule A (ithe “Initial Purchasers”) U.S. $850,000,000 100,000,000 aggregate principal amount of its 5.2007.875% Senior Notes senior unsecured notes due 2027 2016 (the “2027 Original Notes”). The Company’s obligations under the Original Notes and the Indenture (as defined below) will be, (ii) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 jointly and severally, unconditionally guaranteed (the “2030 NotesGuarantees”), on a senior unsecured basis, by each of the Subsidiaries (iiias defined below) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 listed on the signature pages hereto (collectively, the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 NotesGuarantors,” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 NotesCompany, the “NotesIssuers”). The Original Notes will and the Guarantees are referred to herein as the “Securities.” The respective principal amounts of the Original Notes to be so purchased by the several Initial Purchasers are set forth opposite their names in Schedule A hereto. The Original Notes are to be issued pursuant to under an Indenture indenture dated as of December 13August 11, 2022 2009 (the “Base Indenture”) as supplemented by a third supplemental indenture (collectively, the “Indenture”) to be dated as of the Closing Date (as defined below), by and between the Company Issuers and Computershare The Bank of New York Mellon Trust Company, National AssociationN.A., as trustee Trustee (the “Trustee”). Xxxxxxxxx & Company, as supplemented by a supplemental indenture to be dated as of April 18, 2024 Inc. (the “Supplemental Indenture,” and together with the Base Indenture, the “IndentureJefferies”). The Notes will be guaranteed , Xxxxxxx, Xxxxx & Co. (the “Guarantee” and, together with the Notes, the “Offered SecuritiesGS”) by Diamondback E&P LLC (the “Guarantor”). The Offered Securities are being issued in part to fund, if consummated, a portion of the cash consideration in the acquisition (the “Acquisition”) of Endeavor Parentand Xxxxx Fargo Securities, LLC (“EndeavorXxxxx Fargo”) and its wholly owned subsidiaries, pursuant have agreed to that certain Agreement and Plan act as representatives of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC several Initial Purchasers (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together with the exhibits and schedules thereto, as amended, supplemented or otherwise modifiedin such capacity, the “Acquisition AgreementRepresentatives”). The Company and the Guarantor hereby jointly and severally confirm their agreement ) in connection with the several Underwriters as follows:offering and sale of the Securities.

Introductory. Diamondback Energy, Silgan Holdings Inc., a Delaware corporation (the “Company”), agrees with proposes to issue and sell to Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxxxx Xxxxx International and the other several underwriters Initial Purchasers named in Schedule A hereto (the “UnderwritersInitial Purchasers”), for whom you are acting severally and not jointly, the respective amounts set forth in such Schedule A of $300 million aggregate principal amount of the Company’s 4 3⁄4% Senior Notes due 2025 (the “Dollar Securities”) and € 650 million aggregate principal amount of the Company’s 3 1⁄4% Senior Notes due 2025 (the “Euro Securities” and together with the Dollar Securities, the “Securities”). Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxxxx Xxxxx International have agreed to act as the representatives of the several Initial Purchasers (the “Representatives”), subject to the terms and conditions stated herein, to issue and sell to the several Underwriters (i) U.S. $850,000,000 aggregate principal amount of its 5.200% Senior Notes due 2027 (the “2027 Notes”), (ii) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 Notes” and, together in connection with the 2027 Notes, offering and sale of the 2030 Notes, the 2034 Notes and the 2054 Notes, the “Notes”)Securities. The Notes Securities will be issued pursuant to an Indenture indenture, to be dated as of December February 13, 2022 2017 (the “Base Indenture”), between the Company and Computershare Trust Company, U.S. Bank National Association, as trustee for the Securities. The Dollar Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “TrusteeDTC Agreement”), between the Company and DTC, and the Euro Securities will be issued only in book-entry form to the depositary of the Euro Securities, as nominee of Euroclear Bank S.A./N.V. (“Euroclear”), as supplemented by operator of the Euroclear system, and Clearstream Banking, société anonyme (“Clearstream”). The holders of the Securities will be entitled to the benefits of a supplemental indenture registration rights agreement, to be dated as of April 18February 13, 2024 2017 (the “Supplemental Indenture,” Registration Rights Agreement”), among the Company and together the Initial Purchasers, pursuant to which the Company will be required to file with the Base IndentureCommission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Securities (the “Exchange Securities”) to be offered in exchange for the Securities (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale by certain holders of the Securities, and in each case, to use its best efforts to cause such registration statements to be declared effective. All references herein to the Exchange Securities and the Exchange Offer are only applicable if the Company is in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. This Agreement, the Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities and the Indenture are referred to herein as the “IndentureTransaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Notes will Securities are to be guaranteed offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Guarantee” and, together with Commission”) under the NotesSecurities Act of 1933 (as amended, the “Offered SecuritiesSecurities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) by Diamondback E&P LLC or Regulation S under the Securities Act (the “GuarantorRegulation S”). The Offered Securities are being issued in part to fund, if consummated, a portion of the cash consideration in the acquisition (the “Acquisition”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together with the exhibits and schedules thereto, as amended, supplemented or otherwise modified, the “Acquisition Agreement”). The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated February 6, 2017 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated February 8, 2017 (the “Pricing Supplement”), attached as Schedule B hereto, describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Guarantor Pricing Supplement are herein referred to collectively as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Company hereby jointly and severally confirm their agreement confirms its agreements with the several Underwriters Initial Purchasers as follows:

Introductory. Diamondback EnergyC&D Technologies, Inc., a Delaware corporation (the “Company”), agrees with the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as the representatives (the “Representatives”)proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters purchasers named in Schedule A hereto (ithe “Purchasers”) U.S. $850,000,000 aggregate 54,500,000 principal amount of its 5.2005.50% Convertible Senior Notes due 2027 2026 (the “2027 NotesOffered Securities”)) which are convertible into shares of common stock, (ii) U.S. $850,000,000 aggregate principal amount 0.01 par value, of its 5.150% Senior Notes due 2030 the Company (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 NotesUnderlying Shares” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 NotesOffered Securities, the “NotesSecurities”). The Notes will ) to be issued pursuant under an indenture substantially in the form of Exhibit A attached hereto to an Indenture be dated as of December 13November 21, 2022 2006 (the “Base Indenture”), between the Company and Computershare Trust Company, National AssociationThe Bank of New York, as trustee Trustee, on a private placement basis pursuant to an exemption under Section 4(2) of the United States Securities Act of 1933, as amended (the “TrusteeSecurities Act”), and hereby agrees with the several Purchasers as supplemented by follows: The Offered Securities will be convertible into shares of common stock, par value $0.01 per share, of the Company (the “Common Stock ”) in accordance with the terms of, and subject to the limitations set forth in, the Offered Securities and the Indenture, at the initial conversion rate specified in Schedule B hereto. The holders of the Offered Securities will be entitled to the benefits of a supplemental indenture Registration Rights Agreement substantially in the form of Exhibit B attached hereto to be dated as of April 18November 21, 2024 2006 among the Company and the Purchasers (the “Supplemental Indenture,” and together Registration Rights Agreement”), pursuant to which the Company agrees to file a registration statement with the Base Securities and Exchange Commission (the “Commission”) registering the resale of the Offered Securities and the Underlying Shares under the Securities Act. This Agreement, the Indenture, the “Indenture”). The Notes will be guaranteed (Registration Rights Agreement and the “Guarantee” and, together with the Notes, the “Offered Securities”) by Diamondback E&P LLC (the “Guarantor”). The Offered Securities are being issued in part hereinafter referred to fund, if consummated, a portion of as the cash consideration “Transaction Documents.” Capitalized terms used but not defined herein shall have the respective meanings given to them in the acquisition (the “Acquisition”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together with the exhibits and schedules thereto, as amended, supplemented or otherwise modified, the “Acquisition Agreement”). The Company and the Guarantor hereby jointly and severally confirm their agreement with the several Underwriters as follows:Indenture

Introductory. Diamondback EnergyThe stockholders listed in Schedule A hereto ("Selling Stockholders") propose to sell an aggregate of 13,861,053 outstanding shares of Common Stock, par value $0.01 per share ("Securities"), of WellChoice, Inc., a Delaware corporation (the “"Company”), agrees with the several underwriters named in Schedule A hereto ") (the “Underwriters”), for whom you are acting such 13,861,053 shares of Securities being hereinafter referred to as the representatives (the “Representatives”"Firm Securities"), subject to the terms and conditions stated herein, . The Company also proposes to issue and sell to the several Underwriters (i) U.S. $850,000,000 as defined herein), at the option of the Underwriters, an aggregate principal amount of not more than 1,190,477 additional shares of its 5.200% Senior Notes due 2027 (the “2027 Notes”), (ii) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes Securities and the 2054 NotesSelling Stockholders also propose to sell to the Underwriters, at the “Notes”option of the Underwriters, an aggregate of not more than 888,681 additional shares of the Company's Securities, as set forth below (such 2,079,158 additional shares being hereinafter referred to collectively as the "Optional Securities"). The Notes will be issued pursuant to an Indenture dated as of December 13, 2022 (Firm Securities and the “Base Indenture”), between Optional Securities are herein collectively called the Company and Computershare Trust Company, National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture to be dated as of April 18, 2024 (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”). The Notes will be guaranteed (the “Guarantee” and, together with the Notes, the “"Offered Securities”) by Diamondback E&P LLC (the “Guarantor”). The Offered Securities are being issued in part to fund, if consummated, a portion of the cash consideration in the acquisition (the “Acquisition”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together with the exhibits and schedules thereto, as amended, supplemented or otherwise modified, the “Acquisition Agreement”). ." The Company and the Guarantor Selling Stockholders hereby jointly and severally confirm their agreement agree with the several Underwriters named in Schedule B hereto ("Underwriters") as follows:: The initial public offering of the Offered Securities is being made in connection with the conversion of Empire HealthChoice, Inc. (d/b/a Empire Blue Cross and Blue Shield) ("HealthChoice"), a New York not-for-profit health services corporation, to a for-profit accident and health insurance company under the New York insurance laws pursuant to HealthChoice's Amended Plan of Conversion, dated June 18, 2002, and, after public hearings held in New York City and Albany on August 6 and 7, 2002, respectively, as subsequently amended on September 26, 2002 (the "Plan of Conversion"), as approved by the Superintendent ("Superintendent") of the New York State Department of Insurance on October 8, 2002. Upon consummation of the Plan of Conversion, in a series of substantially simultaneous transactions taking place on the date hereof immediately prior to the execution and delivery of this Agreement (A) HealthChoice converted to a for-profit insurance company licensed under Article 42 of the New York Insurance Law; (B) the newly converted HealthChoice issued 95% of the shares of its common stock to The New York Public Asset Fund" (the "Fund") established by Chapter One of the New York Laws of 2002, specifically Section 4301(j) and Section 7317 of the New York Insurance Law (the "Conversion Legislation") and 5% of the shares of its common stock to The New York Charitable Asset Foundation (the

Introductory. Diamondback EnergyAirgas, Inc., a Delaware corporation (the “Company”), agrees with proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as severally and not jointly, the representatives (the “Representatives”), subject to the terms and conditions stated herein, to issue and sell to the several Underwriters (i) U.S. respective amounts set forth in such Schedule A of $850,000,000 400,000,000 aggregate principal amount of its 5.200the Company’s 4.50% Senior Notes due 2027 2014 (the “2027 Notes”), (ii) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 Notes, the “Notes”). The Notes will be unconditionally guaranteed on a senior basis as to the payment of principal, premium, if any, and interest (the “Guarantees”) by each of the subsidiaries of the Company named in Schedule B hereto (collectively, the “Guarantors”). The Notes and the Guarantees are hereinafter collectively called the “Securities.” Banc of America Securities LLC (“BAS”), Barclays Capital Inc. and X.X. Xxxxxx Securities Inc. have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Securities. The Securities will be issued pursuant to an Indenture indenture, dated as of December 13September 11, 2022 2009 (the “Base Indenture”), between among the Company and Computershare Trust Company, National Associationthe Guarantors and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by . Certain terms of the Securities will be established pursuant to a supplemental indenture to be dated as of April 18, 2024 (the “Supplemental Indenture,” and ”) to the Base Indenture (together with the Base Indenture, the “Indenture”). The Notes Securities will be guaranteed issued in bookentry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Guarantee” andDepositary”), together with pursuant to a Blanket Letter of Representations, to be dated on or before the Notes, the “Offered Securities”Closing Date (as defined in Section 2 below) by Diamondback E&P LLC (the “Guarantor”). The Offered Securities are being issued in part to fund, if consummated, a portion of the cash consideration in the acquisition (the “Acquisition”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together with the exhibits and schedules thereto, as amended, supplemented or otherwise modified, the “Acquisition DTC Agreement”). The , between the Company and the Guarantor hereby jointly and severally confirm their agreement with the several Underwriters as follows:Depositary.

Introductory. Diamondback Energy, ABB Finance (USA) Inc., a Delaware corporation (the “Company”), agrees with proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as severally and not jointly, the representatives (the “Representatives”), subject to the terms and conditions stated herein, to issue and sell to the several Underwriters (i) U.S. respective principal amounts set forth in such Schedule A of $850,000,000 300,000,000 aggregate principal amount of its 5.200the Company’s 2.800% Senior Notes due 2027 2020 (the “2027 2020 Notes”), (ii) U.S. $850,000,000 450,000,000 aggregate principal amount of its 5.150the Company’s 3.375% Senior Notes due 2030 2023 (the “2030 2023 Notes”), (iii) U.S. and $1,300,000,000 750,000,000 aggregate principal amount of its 5.400the Company’s 3.800% Senior Notes due 2034 2028 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 2028 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 2020 Notes and the 2054 2023 Notes, the “Notes”). Citigroup Global Markets Inc. (“Citigroup”), Credit Suisse Securities (USA) LLC (“Credit Suisse”) and X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. The Notes will be issued as a series of debt securities pursuant to an Indenture indenture, to be dated as of December 13April 3, 2022 2018 (the “Base Indenture”), between by and among the Company and Computershare Trust Company, National AssociationABB Ltd, an entity organized under the laws of Switzerland and indirect parent of the Company, as guarantor (the “Guarantor”), and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), as supplemented by . Certain terms of the Notes will be established under a supplemental indenture to be dated as of April 18, 2024 (the “Supplemental Indenture,” and ”), to the Base Indenture (together with the Base Indenture, the “Indenture”). The Notes will be issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a Blanket Issuer Letter of Representations, to be dated on or before the Closing Date (as defined in Section 2) (the “DTC Agreement”), between the Company and the Depositary. The payment obligations of the Company under the Notes will be fully and unconditionally guaranteed by the Guarantor pursuant to an instrument of guarantee (the “Guarantee” and, together with the Notes, the “Offered Securities”) by Diamondback E&P LLC (the “Guarantor”). The Offered Securities are being to be issued in part to fund, if consummated, a portion of the cash consideration in the acquisition (the “Acquisition”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together with the exhibits and schedules thereto, as amended, supplemented or otherwise modified, the “Acquisition Agreement”). The Company and the Guarantor hereby jointly and severally confirm their agreement with the several Underwriters as follows:Indenture.

Introductory. Diamondback EnergyJCP Receivables, Inc., a Delaware corporation (the “Company”"JCPR"), agrees proposes to sell $650,000,000 aggregate principal amount of 5.50% Class A Asset Backed Certificates, Series E (the "Certificates") issued by JCP Master Credit Card Trust (the "Trust"). The Certificates will be issued pursuant to a Master Pooling and Servicing Agreement among JCPR, X. X. Penney Company, Inc., as servicer ("JCPenney"), and The Fuji Bank and Trust Company, as trustee (the "Trustee"), dated as of September 5, 1988, as amended as of October 15, 1997, as supplemented by the Series E Supplement with respect to the several Certificates (together, the "Pooling and Servicing Agreement") (references to the Pooling and Servicing Agreement herein may, as the context requires, include all supplements thereto, including the Series E Supplement). $71,341,463 aggregate principal amount of Class B Investor Interest, Series E (the "Class B Investor Interest") and $71,341,463 aggregate principal amount of Class C Investor Interest, Series E (the "Class C Investor Interest") will also be issued pursuant to the Pooling and Servicing Agreement. The Class B Investor Interest and the Class C Investor Interest are expected to be initially retained by JCPR. JCPR has entered into a Receivables Purchase Agreement with JCPenney, as seller of the Receivables, dated as of September 5, 1988, as amended as of October 15, 1997 (together with any supplements thereto, the "Receivables Purchase Agreement"), which provides for the sale of Receivables (as defined below) by JCPenney to JCPR. Each Certificate will represent a specified percentage Undivided Interest in the Trust. To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement. JCPR and JCPenney agree with Credit Suisse First Boston Corporation, as representative (the "Representative") of the underwriters named in Schedule A hereto (the “"Underwriters”), for whom you are acting as the representatives (the “Representatives”), subject to the terms and conditions stated herein, to issue and sell to the several Underwriters (i") U.S. $850,000,000 aggregate principal amount of its 5.200% Senior Notes due 2027 (the “2027 Notes”), (ii) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 Notes, the “Notes”). The Notes will be issued pursuant to an Indenture dated as of December 13, 2022 (the “Base Indenture”), between the Company and Computershare Trust Company, National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture to be dated as of April 18, 2024 (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”). The Notes will be guaranteed (the “Guarantee” and, together with the Notes, the “Offered Securities”) by Diamondback E&P LLC (the “Guarantor”). The Offered Securities are being issued in part to fund, if consummated, a portion of the cash consideration in the acquisition (the “Acquisition”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together with the exhibits and schedules thereto, as amended, supplemented or otherwise modified, the “Acquisition Agreement”). The Company and the Guarantor hereby jointly and severally confirm their agreement with the several Underwriters as follows:

Introductory. Diamondback EnergyChesapeake Oilfield Operating, L.L.C., an Oklahoma limited liability company, which, following the Closing Date (as defined below) in connection with the Spin Transactions (as defined below), is expected to convert into Seventy Seven Energy Inc., a Delaware an Oklahoma corporation (such entity, before and after such conversion, if any, the “CompanyIssuer”), agrees with the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as the representatives (the “Representatives”), subject to the terms and conditions stated herein, proposes to issue and sell to Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and the other several Underwriters Initial Purchasers named in Schedule A (i) U.S. the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $850,000,000 500,000,000 aggregate principal amount of its 5.200the Issuer’s 6.5% Senior Notes due 2027 2022 (the “2027 Notes”), (ii) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 Notes, the “Notes”). Xxxxxxx Xxxxx has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Notes will be issued pursuant to an Indenture indenture, to be dated as of December 13, 2022 the Closing Date (as defined in Section 2 hereof) (the “Base Indenture”), between among the Company Issuer and Computershare Trust CompanyXxxxx Fargo Bank, National Association, as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as supplemented by nominee of The Depository Trust Company (the “Depositary”) pursuant to a supplemental indenture letter of representations, to be dated on or before the Closing Date (the “DTC LOR”), among the Issuer, the Trustee and the Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of April 18, 2024 the Closing Date (the “Supplemental Indenture,” Registration Rights Agreement”), among the Issuer and together the Initial Purchasers, pursuant to which the Issuer will be required to file with the Base IndentureSecurities and Exchange Commission (the “Commission”), under the circumstances set forth therein, (i) a registration statement under the Securities Act of 1933 (as amended, the “IndentureSecurities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) relating to another series of debt securities of the Issuer with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its commercially reasonable efforts to cause such registration statements to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuer is in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. It is understood and agreed to by all parties that, as of the Closing Date , the Issuer will be an indirect wholly owned subsidiary of CEC. The subsidiaries of the Issuer as of the date hereof are listed on Schedule B-1 hereto. The subsidiaries of the Issuer after giving effect to the Spin Transactions (as defined below) are listed on Schedule B-2 hereto. It is further understood and agreed by all parties hereto that the board of directors of CEC has declared a dividend to the holders of common stock of CEC consisting of one share of Seventy Seven Energy Inc. for every 14 shares of common stock of CEC held on the record date for such dividend (the payment of such dividend being referred to herein as the “Spin-off”). The transactions related to the Spin-off as described in the Pricing Disclosure Package are referred to herein as the “Spin Transactions” and the date on which all of the Spin Transactions have all been consummated is referred to herein as the “Spin Date.” This Agreement, the Registration Rights Agreement, the Notes, the Exchange Notes and the Indenture are referred to herein as the “Transaction Documents.” The issuance and sale of the Notes pursuant to this Agreement, the use of the net proceeds from the sale of the Notes as described in the Pricing Disclosure Package (as defined below), the consummation of the Exchange Offer are referred to herein collectively as the “Transactions.” The Issuer understands that the Initial Purchasers propose to make an offering of the Notes on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Notes to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when resales of the Notes are made, which is 5:50 p.m., New York City time, on the date of this Agreement, is referred to as the “Time of Sale”). The Notes will are to be guaranteed offered and sold to or through the Initial Purchasers without being registered with the Commission under the Securities Act. Pursuant to the terms of the Notes and the Indenture, investors who acquire Notes shall be deemed to have agreed that Notes may only be resold or otherwise transferred, after the date hereof, if such Notes are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemption afforded by Rule 144A under the Securities Act (“Rule 144A”) or if such sale is made to a non-U.S. person pursuant to Regulation S under the Securities Act (“Regulation S”)). The Issuer has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated June 9, 2014 (the “Guarantee” andPreliminary Offering Memorandum”), together with and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated June 12, 2014, in the form set forth on Annex I hereto (the “Pricing Supplement”), describing the terms of the Notes, each for use by each such Initial Purchaser in connection with its solicitation of offers to purchase the Notes. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Offered Securities”) by Diamondback E&P LLC Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuer will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “GuarantorFinal Offering Memorandum”). The Offered Securities are being issued in part to fund, if consummated, a portion of the cash consideration in the acquisition (the “Acquisition”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together with the exhibits and schedules thereto, as amended, supplemented or otherwise modified, the “Acquisition Agreement”). The Company and the Guarantor hereby jointly and severally confirm their agreement with the several Underwriters as follows:.

Introductory. Diamondback EnergySafeguard Scientifics, Inc., a Delaware Pennsylvania corporation (the “"Company”"), agrees with the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as the representatives (the “Representatives”)proposes, subject to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation (the several Underwriters (i"Initial Purchaser") U.S. $850,000,000 aggregate U.S.$200,000,000 principal amount of its 5.2005.0% Senior Notes convertible subordinated notes due 2027 June 15, 2006 (the “2027 Notes”)"Firm Securities") and, (ii) U.S. $850,000,000 at the election of the Initial Purchaser an aggregate of up to an additional U.S.$30,000,000 principal amount ("Optional Securities") of its 5.150% Senior Notes convertible subordinated notes due 2030 June 15, 2006 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes Firm Securities and the 2054 Notes, Optional Securities which the “Notes”). The Notes will Initial Purchaser may elect to purchase pursuant to Section 3 hereof are herein collectively called the "Offered Securities") each to be issued pursuant to under an Indenture indenture dated as of December 13June 9, 2022 1999 (the “Base "Indenture”"), between the Company and Computershare Chase Manhattan Trust Company, National Association, as trustee Trustee on a private placement basis pursuant to an exemption under Section 4(2) of the United States Securities Act of 1933 (the “Trustee”"Securities Act"), and hereby agrees with the Initial Purchaser as supplemented by follows: The Initial Purchaser and other holders (including subsequent transferees) of the Offered Securities will be entitled to the benefits of a supplemental indenture to be dated as registration rights agreement of April 18, 2024 even date herewith among the Company and the Initial Purchaser (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”"Registration Rights Agreement"). The Notes will be guaranteed (the “Guarantee” and, together with the Notes, the “Offered Securities”) by Diamondback E&P LLC (the “Guarantor”). The Offered Securities are being issued in part to fund, if consummated, a portion of the cash consideration in the acquisition (the “Acquisition”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among which the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together Company agrees to file a registration statement with the exhibits Securities and schedules thereto, as amended, supplemented or otherwise modified, Exchange Commission (the “Acquisition Agreement”). The Company "Commission") registering the resale of the Offered Securities and the Guarantor hereby jointly and severally confirm their agreement with Underlying Common Stock (as defined herein) under the several Underwriters as follows:Securities Act.

Introductory. Diamondback Energy, Inc.Aspen Insurance Holdings Limited, a Delaware corporation Bermuda company (the “Company”), agrees with the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as the representatives (the “Representatives”), subject to the terms and conditions stated herein, proposes to issue and sell to the several Underwriters (i) U.S. $850,000,000 aggregate principal amount of its 5.200% Senior Notes due 2027 underwriters (the “2027 NotesUnderwriters”) named in Schedule 1 hereto for whom you are acting as representatives (the “Representatives”) 10,000,000 depositary shares (the “Depositary Shares”), (ii) U.S. $850,000,000 aggregate principal amount each representing a 1/1,000th interest in a share of its 5.1505.625% Senior Notes due 2030 Perpetual Non-Cumulative Preference Shares (the “2030 NotesPreference Shares”), with an initial liquidation preference of $25,000 per share (iii) U.S. equivalent to $1,300,000,000 aggregate principal amount 25 per Depositary Share). The Preference Shares will, when issued, be deposited by the Company against delivery of its 5.400% Senior Notes due 2034 depositary receipts (the “2034 NotesDepositary Receipts”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 Notes, the “Notes”). The Notes will to be issued pursuant to an Indenture dated as of December 13, 2022 (the “Base Indenture”), between the Company by Computershare Inc. and Computershare Trust Company, National AssociationN.A. (together in such capacity, as trustee (the “TrusteeDepositary”)) under a Deposit Agreement, as supplemented by a supplemental indenture to be dated as of April 18August 13, 2024 2019 (the “Supplemental Indenture,” and together with Deposit Agreement”), among the Base IndentureCompany, the Depositary and the holders from time to time of the Depositary Receipts issued thereunder. The Depositary Receipts will evidence one or more Depositary Shares. The Preference Shares shall have the rights, powers and preferences set forth in the Certificate of Designation of Perpetual Non-Cumulative Preference Shares to be dated on or about August 13, 2019 (the “IndentureCertificate of Designation”). The Notes will be guaranteed Depositary Shares and the Preference Shares are collectively referred to herein as the “Securities.” The ordinary shares, par value $0.01 per share, of the Company are hereinafter referred to collectively as the “Ordinary Shares.” The Company hereby agrees, pursuant to this underwriting agreement (the “Guarantee” and, together with the Notes, the “Offered Securities”) by Diamondback E&P LLC (the “Guarantor”). The Offered Securities are being issued in part to fund, if consummated, a portion of the cash consideration in the acquisition (the “Acquisition”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together with the exhibits and schedules thereto, as amended, supplemented or otherwise modified, the “Acquisition Agreement”). The Company and the Guarantor hereby jointly and severally confirm their agreement , with the several Underwriters as follows:

Introductory. Diamondback Energy, Inc.Alliance Data Systems Corporation, a Delaware corporation (the “Company”), agrees with the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as the representatives (the “Representatives”), subject to the terms and conditions stated herein, proposes to issue and sell to the several Underwriters Initial Purchasers named in Schedule A (ithe “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of this Purchase Agreement (this “Agreement”) U.S. of $850,000,000 500,000,000 aggregate principal amount of its 5.200the Company’s 7.000% Senior Notes due 2027 2026 (the “2027 Notes”), (ii) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 Notes, the “Notes”). BofA Securities, Inc. (“BofA”) has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Notes Securities (as defined below) will be issued pursuant to an Indenture indenture, to be dated as of December 13September 22, 2022 2020 (the “Base Indenture”), between among the Company and Computershare Trust Company, National Associationthe Guarantors (as defined below) and MUFG Union Bank, N.A., as trustee (the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as supplemented by nominee of The Depository Trust Company (the “Depositary”) pursuant to a supplemental indenture letter of representations, to be dated on or before the Closing Date (as of April 18, 2024 defined in Section 2 hereof) (the “Supplemental Indenture,DTC Agreement”), among the Company, the Trustee and the Depositary. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and together (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the Base terms of the Indenture, and their respective successors and assigns (collectively, the “IndentureGuarantors”), pursuant to their guarantees (the “Guarantees”). The Notes will be guaranteed and the Guarantees are herein collectively referred to as the “Securities.” This Agreement, the Securities, the DTC Agreement and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Guarantee” and, together with Subsequent Purchasers”) on the Notes, terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Offered Securities”) by Diamondback E&P LLC (the “GuarantorTime of Sale”). The Offered Securities are to be offered and sold to or through the Initial Purchasers without being issued in part to fund, if consummated, a portion of registered with the cash consideration in the acquisition Securities and Exchange Commission (the “AcquisitionCommission”) under the U.S. Securities Act of Endeavor Parent, LLC 1933 (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together with the exhibits and schedules thereto, as amended, supplemented the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise modifiedtransferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemption afforded by Rule 144A under the Securities Act (“Acquisition AgreementRule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated September 17, 2020 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated September 17, 2020 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Guarantor Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed by the Company under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Pricing Disclosure Package or the Final Offering Memorandum shall be deemed to mean and include all information filed by the Company under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Company hereby jointly and severally confirm their agreement confirms its agreements with the several Underwriters Initial Purchasers as follows:

Introductory. Diamondback EnergyAmerican Capital Strategies, Inc.Ltd., a Delaware corporation (the “Company”), agrees confirms its agreement with the several underwriters Representatives (as defined below) and each of the other Underwriters named in Schedule A attached hereto and made a part hereof (collectively, the “Underwriters”)) with respect to (a) the sale by the Company and purchase by the Underwriters, for whom you are acting as the representatives (the “Representatives”)severally and not jointly, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters (i) U.S. $850,000,000 of their respective portions of $ • aggregate principal amount of its 5.200% Senior the Company’s • Notes due 2027 • (the “2027 Notes”), (ii) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 Notes, the “NotesSecurities”). The Notes Securities will be issued pursuant to an Indenture dated as of December 13April 26, 2022 (the “Base Indenture”)2007, by and between the Company Company, as issuer, and Computershare Trust CompanyXxxxx Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture First Supplemental Indenture thereto to be dated as of April 18, 2024 • (the “Supplemental Indenture,” and together with the Base Indenturecollectively, the “Indenture”). [Underwriter] and [Underwriter] have agreed to act as representatives of each of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Securities. The Notes will be guaranteed Company has filed with the United States Securities and Exchange Commission (the “Guarantee” and, together with the Notes, the “Offered SecuritiesCommission”) by Diamondback E&P LLC pursuant to the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “GuarantorSecurities Act”). The Offered Securities are being issued in part to fund) and the Investment Company Act of 1940, if consummatedas amended, a portion of and the cash consideration in the acquisition rules and regulations promulgated thereunder (the “AcquisitionInvestment Company Act”) ), a registration statement on Form N-2 for the offer and sale of Endeavor Parentan aggregate amount of $5,000,000,000 of securities (File No. 333-142398), LLC (“Endeavor”) and its wholly owned subsidiarieswhich registration statement became effective on June 5, 2007, a copy of which has heretofore been delivered to you. The Company proposes to file with the Commission pursuant to that certain Agreement and Plan of MergerRule 497 under the Securities Act, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLCa supplement, dated as of February 11•, 2024 to the final prospectus dated as of June 5, 2007, relating to the Securities and amended on March 18the method of distribution thereof and has previously advised you of all further information (financial and other) with respect to the Securities set forth therein. Such registration statement, 2024 (together with including the exhibits and schedules thereto, as amendedamended at the date hereof, supplemented or otherwise modifiedis hereinafter called the “Registration Statement”; such prospectus, in the form in which it was included in the Registration Statement at the time it was declared effective, is hereinafter called the “Basic Prospectus”; such supplement to the Basic Prospectus, in the form in which it will be filed with the Commission pursuant to Rule 497 under the Securities Act, is hereinafter called the “Prospectus Supplement” and the Basic Prospectus and Prospectus Supplement together are hereinafter called the “Prospectus.” The Prospectus, subject to completion, used in connection with a public offering is called a “Preliminary Prospectus,” and any reference to the “most recent Preliminary Prospectus” shall be deemed to refer to the Preliminary Prospectus most recently filed pursuant to Rule 497 under the Securities Act as of the date hereof. All references in this underwriting agreement (this “Agreement”) to the Registration Statement, the Preliminary Prospectus, the Prospectus, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed, as applicable, with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“Acquisition AgreementXXXXX”). The Company and the Guarantor hereby jointly and severally confirm their agreement confirms its agreements with the several Underwriters as follows:

Introductory. Diamondback Energy, CapitalSource Inc., a Delaware corporation (the “Company”), agrees with ) proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as ) $250,000,000 aggregate principal amount of the representatives Company’s 7.250% Senior Subordinated Convertible Notes Due 2037 (the “RepresentativesFirm Notes”), subject ) pursuant to the terms and conditions stated herein, of this Underwriting Agreement (the “Agreement”). The Company also proposes to issue and sell to the several Underwriters (i) U.S. an aggregate of not more than an additional $850,000,000 aggregate 37,500,000 principal amount of its 5.200the Company’s 7.250% Senior Subordinated Convertible Notes due 2027 Due 2037 solely to cover over-allotments, if any (the “2027 Option Notes”), (ii) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 . The Firm Notes and the 2054 Notes, Option Notes are hereinafter collectively referred to as the “Notes”).” The respective principal amounts of the Notes to be purchased, severally but not jointly, by the several Underwriters are set forth opposite their names in Schedule A hereto. The Company hereby confirms its agreement with the Underwriters. The Notes will be issued pursuant to an Indenture indenture, dated as of December 13July 30, 2022 2007 (the “Base Original Indenture”), as supplemented as described below, between the Company and Computershare Trust CompanyWxxxx Fargo Bank, National AssociationN.A., as trustee (the “Trustee”). The title, as supplemented aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, conversion, exchange terms, redemption and/or repayment provisions, sinking fund requirements and any other variable terms of the Notes shall be established by or pursuant to a first supplemental indenture to the Original Indenture (as so supplemented, and as the same may be amended or further supplemented from time to time, the “Indenture”) to be entered into between the Company, the Guarantor and the Trustee on or prior to the Closing Date (as defined in Section 5(a) hereof). Notes issued in book-entry form will be registered in the name of Cede & Co. as nominee of The Depository Trust Company (“DTC”) pursuant to a letter agreement, to be dated as of April 18, 2024 the Closing Date (the “Supplemental Indenture,” and together with DTC Agreement”), among the Base IndentureCompany, the “Indenture”)Trustee and DTC. The Notes will be fully and unconditionally guaranteed as to the payment of principal and interest thereon (the “Guarantee” and, and together with the Notes, the “Offered Securities”) by Diamondback E&P CapitalSource Finance LLC (the “Guarantor”). The Offered Securities are being issued in part to fund, if consummated, a portion of the cash consideration in the acquisition Notes will be convertible into shares (the “AcquisitionUnderlying Securities”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan common stock of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC par value $0.01 per share (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together with the exhibits and schedules thereto, as amended, supplemented or otherwise modified, the “Acquisition AgreementCommon Stock”). The Company and the Guarantor hereby jointly and severally confirm their agreement with the several Underwriters as follows:.

Introductory. Diamondback EnergyPrologis, Inc.L.P., a Delaware corporation limited partnership (the “CompanyIssuer”), agrees with proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom you are acting as severally and not jointly, the representatives respective amounts set forth in Schedule A hereto of €700,000,000 aggregate principal amount of the Issuer’s 3.000% Notes due 2022 (the “RepresentativesDebt Securities”). Deutsche Bank AG, subject London Branch, X.X. Xxxxxx Securities plc, Xxxxxxx Xxxxx International and The Royal Bank of Scotland plc, have agreed to the terms and conditions stated herein, to issue and sell to act as lead managers of the several Underwriters (i) U.S. $850,000,000 aggregate principal amount of its 5.200% Senior Notes due 2027 (the “2027 Notes”), (ii) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 Notesin such capacity, the “NotesLead Managers”) in connection with the offering and sale of the Securities (as defined below). The Notes Securities will be issued pursuant to an Indenture indenture, dated as of December 13June 8, 2022 2011 (the “Base Indenture”), between among the Company Issuer, Prologis, Inc., a Maryland corporation, as the parent guarantor (the “Parent Guarantor”), and Computershare Trust Company, U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the first supplemental indenture, dated as of June 8, 2011 (the “First Supplemental Indenture”), the second supplemental indenture, dated as of June 8, 2011 (the “Second Supplemental Indenture”), the third supplemental indenture, dated as of June 8, 2011 (the “Third Supplemental Indenture”), the fourth supplemental indenture, dated as of June 8, 2011 (the “Fourth Supplemental Indenture”), and the fifth supplemental indenture, dated as of August 15, 2013 (the “Fifth Supplemental Indenture”), and as further supplemented by a sixth supplemental indenture indenture, to be dated as of April 18, 2024 the Closing Date (the “Sixth Supplemental Indenture,” and together with the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture and the Fifth Supplemental Indenture, the “Indenture”). The Notes will be guaranteed , among the Issuer, the Parent Guarantor, the Trustee and Elavon Financial Services Limited, as paying agent (the “GuaranteePaying Agent”), providing for the issuance of debt securities in one or more series, all of which will be entitled to the benefit of the Guarantees referred to below. The Securities will be issued in book-entry form and registered in the name of a common depositary or its nominee on behalf of Clearstream Banking, société anonyme, Luxembourg (“Clearstream”) and Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”). Pursuant to the Indenture, the Parent Guarantor has agreed to irrevocably and unconditionally guarantee on a senior basis (the “Guarantees” and, together with the NotesDebt Securities, the “Offered Securities”), to each holder of Debt Securities, (i) by Diamondback E&P LLC (the “Guarantor”). The Offered Securities are being issued in part to fundfull and prompt payment of the principal of and any premium, if consummatedany, a portion of on any Debt Securities when and as the cash consideration in same shall become due, whether at the acquisition (the “Acquisition”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Mergermaturity thereof, by and among the Companyacceleration, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together with the exhibits and schedules thereto, as amended, supplemented redemption or otherwise modified, and (ii) the “Acquisition Agreement”). The Company full and prompt payment of any interest on any Debt Securities when and as the Guarantor hereby jointly same shall become due and severally confirm their agreement with the several Underwriters as follows:payable.

Introductory. Diamondback Energy, Inc.Flowserve Corporation, a Delaware New York corporation (the “Company”), agrees with proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as severally and not jointly, the representatives (the “Representatives”), subject to the terms and conditions stated herein, to issue and sell to the several Underwriters (i) U.S. respective amounts set forth in such Schedule A of $850,000,000 300,000,000 aggregate principal amount of its 5.200the Company’s 4.000% Senior Notes due 2027 2023 (the “2027 Notes”), (ii) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 Notes, the “Notes”). X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”), Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC have agreed to act as representatives of the several Underwriters (in such capacity, collectively, the “Representatives”) in connection with the offering and sale of the Notes. To the extent there are no additional underwriters listed on Schedule A to this Underwriting Agreement (this “Agreement”) other than the Representatives, the term “Representatives” as used herein shall mean the Representatives as the Underwriters, and the terms “Representatives” and “Underwriters” shall mean either the singular or plural as the context requires. The Notes will be issued pursuant to an Indenture indenture, dated as of December 13September 11, 2022 2012 (the “Base Indenture”), between among the Company and Computershare Trust Company, the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee (the “Trustee”), as amended and supplemented by a supplemental indenture that certain Second Supplemental Indenture, to be dated as of April 18November 1, 2024 2013 (the “Second Supplemental Indenture,”), among the Company, the subsidiary guarantors party thereto (each a “Subsidiary Guarantor” and together with collectively, the “Subsidiary Guarantors”) and the Trustee. The Base Indenture, Indenture as amended and supplemented by the Second Supplemental Indenture is referred to herein as the “Indenture”). The Notes will be guaranteed on a senior unsecured basis by each of the Subsidiary Guarantors pursuant to their guarantee set forth in the Indenture (the each a “Guarantee” and, together with the Notesand collectively, the “Offered Securities”) by Diamondback E&P LLC (the “GuarantorGuarantees”). The Offered Securities Notes and the Guarantees are being referred to herein collectively as the “Securities.” The Notes will be issued in part to fund, if consummated, a portion of the cash consideration book-entry form in the acquisition name of Cede & Co., as nominee of The Depository Trust Company (the “AcquisitionDepositary”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries), pursuant to that certain a Letter of Representations, to be dated on or before the Closing Date (as defined in Section 2 below) (the “DTC Agreement”), between the Company and the Depositary. The Notes, the Guarantees, the Indenture, the DTC Agreement and Plan of Merger, by this Agreement are referred to herein collectively as the “Operative Documents.” The Company and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC Subsidiary Guarantors have prepared and filed with the Securities and Exchange Commission (solely for purposes of certain sections set forth thereinthe “Commission”) a registration statement on Form S-3 (File No. 333-183634), and Endeavor Parentwhich contains a base prospectus (the “Base Prospectus”), LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together to be used in connection with the exhibits public offering and schedules theretosale of debt securities, including the Securities, and other securities of the Company under the Securities Act of 1933, as amended, supplemented or otherwise modifiedand the rules and regulations promulgated thereunder (collectively, the “Acquisition AgreementSecurities Act”). The Company , and the Guarantor hereby jointly and severally confirm their agreement offering thereof from time to time in accordance with the several Underwriters as follows:Rule

Introductory. Diamondback Energy, Inc.Sunoco LP, a limited partnership organized under the laws of the State of Delaware corporation (the “CompanySunoco”), agrees and Sunoco Finance Corp., a corporation organized under the laws of the State of Delaware (“Finance Corp.” and, together with the several underwriters named in Schedule A hereto (Sunoco, the “UnderwritersIssuers”), for whom you are acting as the representatives (the “Representatives”), subject to the terms and conditions stated herein, propose to issue and sell to Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and the other several Underwriters Initial Purchasers named in Schedule A (i) U.S. the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $850,000,000 800,000,000 aggregate principal amount of its 5.200the Issuers’ 6.375% Senior Notes due 2027 2023 (the “2027 Notes”), (ii) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 Notes, the “Notes”). Xxxxxxx Xxxxx has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Notes Securities (as defined below) will be issued pursuant to an Indenture indenture, to be dated as of December 13April 1, 2022 2015 (the “Base Indenture”), between among the Company Issuers, the Guarantors (as defined below) and Computershare Trust Company, U.S. Bank National Association, as trustee (the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as supplemented by nominee of The Depository Trust Company (the “Depositary”), pursuant to a supplemental indenture letter of representations to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers, the Trustee and the Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of April 181, 2024 2015 (the “Supplemental Indenture,Registration Rights Agreement”), among the Issuers, the Guarantors, ETP Retail Holdings, LLC, a limited liability company organized under the laws of the State of Delaware (“ETP Retail”), and the Representative, on behalf of itself and the other Initial Purchasers, pursuant to which the Issuers will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statements to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers, the Guarantors and ETP Retail are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and together (ii) any subsidiary of Sunoco formed or acquired after the Closing Date that executes an additional guarantee in accordance with the Base terms of the Indenture, and their respective successors and assigns (collectively, the “IndentureGuarantors”), pursuant to their guarantees (the “Guarantees”). In connection with the Acquisition (as defined below), ETP Retail, will enter into a Guarantee of Collection with Sunoco providing for a limited contingent guarantee of the Issuers’ and Guarantors’ obligation to pay the principal on the Notes (the “ETP Retail Contingent Guarantee”). The Notes will be guaranteed and the Guarantees attached thereto are herein collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” Sunoco has entered into that certain Contribution Agreement (the “Guarantee” and, together with the Notes, the “Offered Securities”) by Diamondback E&P LLC (the “GuarantorContribution Agreement”). The Offered Securities are being issued in part to fund, if consummateddated as of March 23, 2015, among ETP Retail, Energy Transfer Partners, L.P., a portion Delaware limited partnership and the sole member of the cash consideration ETP Retail (“ETP”), and Sunoco, LLC, a Delaware limited liability company (“SLLC”), pursuant to which Sunoco will acquire from ETP Retail a 31.58% limited liability company interest in the acquisition SLLC (the “Acquisition”) ). The Contribution Agreement, this Agreement, the Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities and the Indenture are referred to herein as the “Transaction Documents.” The issuance and sale of Endeavor Parentthe Notes, LLC (“Endeavor”) and its wholly owned subsidiariesthe issuance of the Guarantees, pursuant to that certain Agreement and Plan of Mergerthe Acquisition, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes repayment of certain sections set forth therein)borrowings under the credit agreement among Sunoco, as borrower, the lenders from time to time party thereto and Endeavor ParentBank of America, LLCN.A., as administrative agent, collateral agent, swing line lender and L/C issuer, dated as of February 11September 25, 2024 and amended on March 18, 2024 2014 (together with the exhibits and schedules any amendment thereto, as amended, supplemented or otherwise modified, the “Acquisition AgreementRevolving Credit Facility”) as described in the Pricing Disclosure Package (as defined below) and the payment of transaction costs are referred to herein collectively as the “Transactions.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Company Securities and the Guarantor hereby jointly ETP Retail Contingent Guarantee are to be offered and severally confirm their agreement sold to or through the Initial Purchasers without being registered with the several Underwriters Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as follows:amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated March 23, 2015 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated March 27, 2015, in the form attached hereto as Exhibit A (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).

Introductory. Diamondback EnergyXxxxx Solar Limited, Inc., a Delaware corporation an exempted company limited by shares under the laws of the Cayman Islands (the “Company”), agrees with the several underwriters Underwriters named in Schedule A hereto (the “Underwriters”), ) for whom you are acting as the representatives (you, in such capacity, the “Representatives”), subject to the terms and conditions stated herein, ) to issue and sell to the several Underwriters up to 8,800,000 American Depositary Shares (i) U.S. $850,000,000 aggregate principal amount of its 5.200% Senior Notes due 2027 (the “2027 NotesADSs” and each an “ADS”), each representing fifty ordinary shares, par value $0.00001 per share, of the Company (ii) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 NotesShares”), and (v) U.S. $1,000,000,000 also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate principal amount of its 5.900% Senior Notes due 2064 not more than 1,320,000 additional ADSs as described in Section 3 hereof. The aforesaid 8,800,000 ADSs (the “2064 Notes” and, together with Firm Securities”) and all or any part of the 2027 Notes, 1,320,000 ADSs subject to the 2030 Notes, the 2034 Notes and the 2054 Notes, the “Notes”). The Notes will be issued pursuant to an Indenture dated as of December 13, 2022 option described in Section 3 hereof (the “Base IndentureOptional Securities”), between the Company and Computershare Trust Company, National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture to be dated as of April 18, 2024 (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”). The Notes will be guaranteed (the “Guarantee” and, together with the Notes, ) are hereinafter collectively called the “Offered Securities”) . The Shares to be represented by Diamondback E&P LLC the Offered Securities are to be deposited pursuant to a deposit agreement, dated as of December 18, 2006, as amended and restated on December 2, 2008 (the “GuarantorDeposit Agreement”). The Offered Securities are being issued in part to fund, if consummated, a portion of the cash consideration in the acquisition (the “Acquisition”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among the Company, Eclipse Merger Sub IThe Bank of New York Mellon, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC as depositary (solely for purposes of certain sections set forth thereinthe “Depositary”), and Endeavor Parent, LLC, dated as the owners and beneficial owners from time to time of February 11, 2024 the American Depositary Receipts (“ADRs”) to be issued under the Deposit Agreement and amended on March 18, 2024 (together evidencing the Offered Securities. Concurrently with the exhibits issuance and schedules thereto, as amended, supplemented or otherwise modifiedoffering of the Offered Securities, the Company is offering US$150,000,000 principal amount of its 3.5% Convertible Senior Notes due 2019 (the “Acquisition AgreementNotes”)) convertible into ADSs in reliance on the exemption from registration provided by Rule 144A under the Act (as defined below) and Regulation S under the Act. Deutsche Bank Securities Inc., Barclays Capital Inc., X.X. Xxxxxx Securities LLC. and Xxxxxxx Sachs (Asia) L.L.C. are acting as initial purchasers (collectively the “Initial Purchasers”) in the concurrent offering of the Notes. The Company has granted the Initial Purchasers an option to purchase up to an additional US$22,500,000 aggregate principal amount of Notes. The Company and the Guarantor hereby jointly and severally confirm their Initial Purchasers will be entering into a purchase agreement with the several Underwriters as follows:respect to such concurrent offering.

Introductory. Diamondback EnergyB&G Foods, Inc., a Delaware corporation (the “Company”), agrees with Barclays Capital Inc. (“Barclays”), Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and RBC Capital Markets, LLC, as representatives (the “Representatives”) of the several underwriters Underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as the representatives (the “Representatives”), subject to the terms and conditions stated herein, to issue and sell to the several Underwriters (i) U.S. $850,000,000 aggregate 400,000,000 principal amount of its 5.2005.25% Senior Notes due 2027 2025 (the “2027 2025 Notes”)) as set forth below, (ii) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 Notes, the “Notes”). The Notes will to be issued pursuant to under an Indenture indenture, dated as of December 13June 4, 2022 2013 (the “Base Indenture”), between the Company and Computershare The Bank of New York Mellon Trust Company, National AssociationN.A., as trustee (the “Trustee”), as supplemented by a supplemental indenture to be the Seventh Supplemental Indenture, dated as of April 183, 2024 2017 (the “Seventh Supplemental Indenture,” ”), among the Company, the Guarantors (as defined below) and together with the Trustee, establishing the form and terms of the 2025 Notes (the Base Indenture, as supplemented by the Seventh Supplemental Indenture, the “Indenture”). The Company has previously issued $500,000,000 in aggregate principal amount of its 5.25% Senior Notes will be guaranteed due 2025 (the “GuaranteeExisting Notes”) under the Indenture. The 2025 Notes constitute “Additional Notes” (as such term is defined in the Seventh Supplemental Indenture) under the Seventh Supplemental Indenture. Except as otherwise disclosed in the General Disclosure Package (as defined below) and the Final Prospectus (as defined below), the 2025 Notes will have terms identical to the Existing Notes and will be treated as a single series of debt securities for all purposes under the Indenture. The Company’s obligations under the 2025 Notes are fully and unconditionally guaranteed (“Guarantees” and, together with the 2025 Notes, the “Offered Securities”) as to the payment of principal, premium and interest, jointly and severally, initially by Diamondback E&P LLC each of the Guarantors (on a senior unsecured basis) listed on the signature pages of this Agreement (each a “Guarantor”). The Offered Securities are being issued in part to fund” and, if consummated, a portion of the cash consideration in the acquisition (the “Acquisition”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together with the exhibits and schedules thereto, as amended, supplemented or otherwise modifiedcollectively, the “Acquisition AgreementGuarantors”). The Company and the Guarantor hereby jointly and severally confirm their agreement with the several Underwriters as follows:.

Introductory. Diamondback Energy, Inc.PHH Corporation, a Delaware Maryland corporation (the “"Company”"), agrees has filed with the several underwriters named in Schedule A hereto Securities and Exchange Commission (the “Underwriters”"Commission"), for whom you are acting as and the representatives Commission declared effective on June 5, 1997, a registration statement on Form S-3 (Registration No. 333-27715, hereinafter called the “Representatives”"Registration Statement"), subject covering up to the terms and conditions stated herein, to issue and sell to the several Underwriters (i) U.S. $850,000,000 3,000,000,000 aggregate principal amount of its 5.200% Senior Notes due 2027 the Company's debt securities (the “2027 Notes”"Securities"). Any reference herein to the term "Registration Statement" shall be deemed to refer, (iiunless the context otherwise indicates, to the Registration Statement, including the form of final prospectus, financial statements and other documents included or incorporated by reference therein and all exhibits included therein, as from time to time amended, and the term "Prospectus" shall be deemed to refer collectively, unless the context otherwise indicates, to the final prospectus in the form filed with the Commission pursuant to Rule 424(b) U.S. $850,000,000 aggregate principal amount under the Securities Act of its 5.150% Senior Notes due 2030 1933 (the “2030 Notes”)"Act") and each prospectus as supplemented mailed to the Commission pursuant to Rule 424(c) under the Act, including documents incorporated by reference therein, as from time to time amended or supplemented (iii) U.S. $1,300,000,000 aggregate principal amount exclusive of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 Notes, the “Notes”any supplements relating solely to Securities that are not Offered Securities as hereinafter defined). The Notes Securities will be issued pursuant to an Indenture dated as of December 13, 2022 under one or more indentures (the “Base Indenture”), "Indentures") identified and described in the Registration Statement between the Company and Computershare Trust Company, National Associationone or more commercial banks, as trustee trustees (the “Trustee”"Trustees"), as supplemented by a supplemental indenture . One class of Securities that the Company is authorized to be dated as of April 18, 2024 issue under the Indentures is Medium-Term Notes (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”"Offered Securities"). The Notes will be guaranteed (the “Guarantee” and, together with the Notes, the “Offered Securities”) by Diamondback E&P LLC (the “Guarantor”). The Offered Securities are being issued in part to fund, if consummated, a portion of the cash consideration in the acquisition (the “Acquisition”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among Without limitation on the Company's right to sell all other classes of Securities through underwriters (which may include any or all of you) or dealers, Eclipse Merger Sub Ior directly to one or more institutional investors, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC or through agents (solely for purposes which may include any or all of certain sections set forth thereinyou), and Endeavor Parent, LLC, dated without limitation on the Company's right to sell Offered Securities through other agents as of February 11, 2024 and amended on March 18, 2024 (together with the exhibits and schedules thereto, as amended, supplemented or otherwise modifiedprovided in Section 3(a) hereof, the “Acquisition Agreement”). The Company and the Guarantor hereby jointly and severally confirm their confirms its agreement with you with respect to the several Underwriters issue and sale by the Company of up to U.S. $3,000,000,000 (or the equivalent in foreign currency or currency units) principal amount of the Offered Securities issued under the Indentures, subject to reduction as follows:a result of the concurrent sale of other Securities of the Company.

Introductory. Diamondback Energy, Inc.Teleflex Incorporated, a Delaware corporation (the “Company”), agrees with proposes to issue and sell to X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and the other several underwriters Underwriters named in Schedule A hereto (such Underwriters, the “Underwriters”), for whom you are acting as severally and not jointly, the representatives (the “Representatives”), subject to the terms and conditions stated herein, to issue and sell to the several Underwriters (i) U.S. respective amounts set forth in such Schedule A of $850,000,000 400,000,000 aggregate principal amount of its 5.2004.875% Senior Notes due 2027 2026 (the “2027 Notes”), (ii) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 Notes, the “Notes”). X.X. Xxxxxx has agreed to act as the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Notes. The Notes Securities (as defined below) will be issued pursuant to an Indenture indenture, to be dated as of December 13May 16, 2022 2016 (the “Base Indenture”), ) between the Company and Computershare Trust CompanyXxxxx Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture the First Supplemental Indenture to be dated as of April 18May 16, 2024 2016, among the Company, the Guarantors (as defined below) and the “Supplemental Indenture,” and Trustee (together with the Base Indenture, the “Indenture”). The Notes will be guaranteed issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Guarantee” and, together with the Notes, the “Offered SecuritiesDepositary”) by Diamondback E&P LLC pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “Guarantor”). The Offered Securities are being issued in part to fund, if consummated, a portion of the cash consideration in the acquisition (the “Acquisition”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together with the exhibits and schedules thereto, as amended, supplemented or otherwise modified, the “Acquisition DTC Agreement”), among the Company and the Depositary. The Company and the Guarantor Guarantors, in accordance with the requirements of Conduct Rule 5121 (“Rule 5121”) of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and subject to the terms and conditions stated herein, also hereby confirm the engagement of the services of Xxxxxxx, Sachs & Co. (the “Independent Underwriter”), as a “qualified independent underwriter” within the meaning of Section (f)(12) of Rule 5121 in connection with the offering and sale of the Securities, and the Independent Underwriter hereby confirms its engagement to render such services. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally confirm their agreement by (i) the entities listed on the signature pages hereof as “Guarantors” (collectively, the “Guarantors”) and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the several Underwriters terms of the Indenture, and their respective successors and assigns, pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees thereof are herein collectively referred to as follows:the “Securities.” This Agreement, the Securities and the Indenture are collectively referred to herein as the “Transaction Documents.”

Introductory. Diamondback Energy, iStar Inc., a Delaware Maryland corporation (the “Company”), agrees confirms its agreement with Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and the other several underwriters named in Schedule A hereto (collectively, the “Underwriters”), for whom you are with respect to the sale by the Company and the purchase by the Underwriters, acting as severally and not jointly, of the representatives respective principal amounts set forth in such Schedule A of $375,000,000 aggregate principal amount of the Company’s 6.00% Senior Notes due 2022 (the “RepresentativesSecurities”), subject . Xxxxxxx Xxxxx has agreed to act as the terms and conditions stated herein, to issue and sell to representative of the several Underwriters (i) U.S. $850,000,000 aggregate principal amount of its 5.200% Senior Notes due 2027 (the “2027 NotesRepresentative”), (ii) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 Notes” and, together in connection with the 2027 Notes, offering and sale of the 2030 Notes, the 2034 Notes and the 2054 Notes, the “Notes”)Securities. The Notes Securities will be issued pursuant to an Indenture indenture, dated as of December 13February 5, 2022 (the “Base Indenture”)2001, between the Company and Computershare US Bank Trust Company, National Association, as trustee (the “Trustee”) (the “Base Indenture”), as supplemented amended by a supplemental indenture the Twenty-ninth Supplemental Indenture, to be dated as of April 18March 13, 2024 2017 between the Company and the Trustee relating to the Securities (the “Supplemental Indenture,” and such supplemental indenture, together with the Base Indenture, the “Indenture”). The Notes Securities will be guaranteed issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Guarantee” and, together with the Notes, the “Offered SecuritiesDepositary”) by Diamondback E&P LLC (the “Guarantor”). The Offered Securities are being issued in part to fund, if consummated, a portion of the cash consideration in the acquisition (the “Acquisition”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan a letter of Mergerrepresentations, by and to be dated on or before the Closing Date (as defined in Section 2 hereof), among the Company, Eclipse Merger Sub Ithe Trustee and the Depositary. This Agreement, LLCthe Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-198576), Eclipse Merger Sub IIwhich contains a base prospectus (the “Base Prospectus”), LLCto be used in connection with the public offering and sale of debt securities, Endeavor Managerincluding the Securities, LLC and other securities of the Company under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (solely for purposes of certain sections set forth thereincollectively, the “Securities Act”), and Endeavor Parentthe offering thereof from time to time in accordance with Rule 415 under the Securities Act. Such registration statement, LLCincluding the financial statements, dated as of February 11, 2024 and amended on March 18, 2024 (together with the exhibits and schedules thereto, as amended, supplemented or otherwise modified, in the “Acquisition Agreement”). The Company and the Guarantor hereby jointly and severally confirm their agreement with the several Underwriters as follows:form in which it became effective under the

Introductory. Diamondback Energy, Inc., a Delaware corporation The stockholders listed in Schedule B hereto (the “Company”), agrees with "Selling Stockholders") propose severally to sell (the "U.S. Offering") to the several underwriters named in Schedule A hereto (the “"Underwriters”") an aggregate of [ ] outstanding shares (the "U.S. Firm Securities") of the Common Stock, $0.01 par value per share (the "Securities") of Keebler Foods Company, a Delaware corporation (the "Company"), and also propose to sell to the Underwriters and the Managers (as defined) an option, exercisable by Credit Suisse First Boston Corporation ("CSFBC"), for whom you are acting as the representatives an aggregate of not more than [ ] additional outstanding shares (the “Representatives”), subject "Optional Securities") of the Company's Securities as set forth below. The U.S. Firm Securities and the Optional Securities that may be sold to the terms and conditions stated herein, to issue and sell to the several Underwriters (i) U.S. $850,000,000 aggregate principal amount of its 5.200% Senior Notes due 2027 (the “2027 Notes”), (ii) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 Notes, the “Notes”). The Notes will be issued pursuant to an Indenture dated as of December 13, 2022 (the “Base Indenture”), between the Company and Computershare Trust Company, National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture to be dated as of April 18, 2024 (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”). The Notes will be guaranteed (the “Guarantee” and, together with the Notes, the “Offered Securities”) by Diamondback E&P LLC (the “Guarantor”). The Offered Securities are being issued in part to fund, if consummated, a portion of the cash consideration in the acquisition (the “Acquisition”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together with the exhibits and schedules thereto, as amended, supplemented or otherwise modifiedOptional Securities that may be sold to the Managers, the “Acquisition Agreement”)"Optional Securities") are herein collectively called the "U.S. Securities". The It is understood that the Company and the Guarantor hereby jointly Selling Stockholders are concurrently entering into a Subscription Agreement, dated the date hereof (the "Subscription Agreement"), with Credit Suisse First Boston (Europe) Limited ("CSFBL") and severally confirm their agreement the other managers named therein (together with CSFBL, the "Managers"), relating to the 2 concurrent offering and sale (the "International Offering") by the Selling Stockholders of an aggregate of [ ] Securities (the "International Firm Securities", which together with the several Optional Securities that may be sold to the Managers are hereinafter called the "International Securities") outside the United States and Canada. The U.S. Firm Securities and the International Firm Securities are collectively referred to as the "Firm Securities". The U.S. Securities and the International Securities are collectively referred to as the "Offered Securities". To provide for the coordination of their activities, the Underwriters as follows:and the Managers have entered into an Agreement between U.S. Underwriters and Managers which permits them, among other things, to sell the Offered Securities to each other for purposes of resale.

Introductory. Diamondback Energy, Inc.Alliance Data Systems Corporation, a Delaware corporation (the “"Company”"), agrees with the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as the representatives (the “Representatives”), subject to the terms and conditions stated herein, proposes to issue and sell to the several Underwriters Initial Purchasers named in Schedule A (ithe "Initial Purchasers"), acting severally and not jointly, the respective amounts set forth in such Schedule A of this Purchase Agreement (this "Agreement") U.S. of $850,000,000 500,000,000 aggregate principal amount of its 5.200the Company's 5.875% Senior Notes due 2027 2021 (the “2027 "Notes”"). Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated ("Xxxxxxx Xxxxx") has agreed to act as the representative of the several Initial Purchasers (the "Representative") in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of October 27, 2016 (the "Indenture"), among the Company, the Guarantors (iias defined below) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 and Regions Bank, as trustee (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 Notes, the “Notes”"Trustee"). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the "Depositary") pursuant to an Indenture dated as a letter of December 13representations, 2022 (the “Base Indenture”), between the Company and Computershare Trust Company, National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture to be dated on or before the Closing Date (as of April 18, 2024 defined in Section 2 hereof) (the “Supplemental Indenture,” "DTC Agreement"), among the Company, the Trustee and together the Depositary. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as "Guarantors" and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the Base terms of the Indenture, and their respective successors and assigns (collectively, the “Indenture”"Guarantors"), pursuant to their guarantees (the "Guarantees"). The Notes will be guaranteed (and the “Guarantee” and, together with Guarantees attached thereto are herein collectively referred to as the Notes"Securities." This Agreement, the “Offered Securities”, the DTC Agreement and the Indenture are referred to herein as the "Transaction Documents." The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) by Diamondback E&P LLC (and agrees that the “Guarantor”). The Offered Securities are being issued in part Initial Purchasers may resell, subject to fundthe conditions set forth herein, if consummated, all or a portion of the cash consideration Securities to purchasers (the "Subsequent Purchasers") on the terms set forth in the acquisition Pricing Disclosure Package (the “Acquisition”) first time when sales of Endeavor Parent, LLC (“Endeavor”) the Securities are made is referred to as the "Time of Sale"). The Securities are to be offered and its wholly owned subsidiaries, pursuant sold to that certain Agreement and Plan of Merger, by and among or through the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together Initial Purchasers without being registered with the exhibits Securities and schedules thereto, Exchange Commission (the "Commission") under the U.S. Securities Act of 1933 (as amended, supplemented the "Securities Act," which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise modifiedtransferred, after the “Acquisition Agreement”date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemption afforded by Rule 144A under the Securities Act ("Rule 144A") or Regulation S under the Securities Act ("Regulation S")). The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated October 24, 2016 (the "Preliminary Offering Memorandum"), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 24, 2016 (the "Pricing Supplement"), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Guarantor Pricing Supplement are herein referred to as the "Pricing Disclosure Package." Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the "Final Offering Memorandum"). All references herein to the terms "Pricing Disclosure Package" and "Final Offering Memorandum" shall be deemed to mean and include all information filed by the Company under the Securities Exchange Act of 1934 (as amended, the "Exchange Act," which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms "amend," "amendment" or "supplement" with respect to the Pricing Disclosure Package or the Final Offering Memorandum shall be deemed to mean and include all information filed by the Company under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Company hereby jointly and severally confirm their agreement confirms its agreements with the several Underwriters Initial Purchasers as follows:

Introductory. Diamondback Cheniere Energy, Inc., a Delaware corporation (the “Company”), agrees with the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as the representatives (the “Representatives”)proposes, subject to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston LLC (the several Underwriters (i“Purchaser”) U.S. $850,000,000 aggregate 300,000,000 principal amount of its 5.2002.25% Convertible Senior Notes due 2027 2012 (the “2027 NotesFirm Securities”)) which are convertible into cash or a combination of cash and shares of common stock, $.003 par value, of the Company (iithe “Underlying Shares”) U.S. and, at the election of the Purchaser, an aggregate of up to an additional $850,000,000 aggregate 25,000,000 principal amount of its 5.1502.25% Convertible Senior Notes due 2030 2012 (“Optional Securities”) (the Firm Securities and the Optional Securities which the Purchaser may elect to purchase pursuant to Section 3 hereof are herein collectively called the “Offered Securities”), each to be issued under an indenture dated as of July 27, 2005 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 Notes, the “Notes”). The Notes will be issued pursuant to an Indenture dated as of December 13, 2022 (the “Base Indenture”), between the Company and Computershare Trust CompanyThe Bank of New York as Trustee, National Association, as trustee on a private placement basis pursuant to an exemption under Section 4(2) of the United States Securities Act of 1933 (the “TrusteeSecurities Act”), and hereby agrees with the Purchaser as supplemented by follows: The Offered Securities will be convertible into shares of common stock, par value $0.003 per share, of the Company (the “Common Stock”) in accordance with the terms of the Offered Securities and the Indenture, at the initial conversion rate specified in Schedule A hereto. The holders of the Offered Securities will be entitled to the benefits of a supplemental indenture Registration Rights Agreement to be dated as of April 18on July 27, 2024 2005 among the Company and the Purchaser (the “Supplemental Indenture,” and together Registration Rights Agreement”), pursuant to which the Company agrees to file a registration statement with the Base Indenture, the “Indenture”). The Notes will be guaranteed Securities and Exchange Commission (the “Guarantee” and, together with the Notes, the “Offered SecuritiesCommission”) by Diamondback E&P LLC (registering the “Guarantor”). The resale of the Offered Securities are being issued in part to fund, if consummated, a portion of and the cash consideration in the acquisition (the “Acquisition”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together with the exhibits and schedules theretoUnderlying Shares, as amendedhereinafter defined, supplemented or otherwise modified, under the “Acquisition Agreement”). The Company and the Guarantor hereby jointly and severally confirm their agreement with the several Underwriters as follows:Securities Act.

Introductory. Diamondback Energy, Inc.Prologis Euro Finance LLC, a Delaware corporation limited liability company (the “CompanyIssuer”), agrees with proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”,” which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), for whom you are acting as severally and not jointly, the representatives (the “Representatives”), subject to the terms and conditions stated herein, to issue and sell to the several Underwriters (i) U.S. $respective amounts set forth in Schedule A hereto of €850,000,000 aggregate principal amount of its 5.200the Issuer’s 0.500% Senior Notes due 2027 2032 (the “2027 2032 Notes”), (ii) U.S. $850,000,000 and €500,000,000 aggregate principal amount of its 5.150the Issuer’s 1.000% Senior Notes due 2030 2041 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 2041 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 2032 Notes, the “NotesDebt Securities”). Gxxxxxx Sxxxx & Co. LLC, HSBC Bank plc, ING Bank N.V. and J.X. Xxxxxx Securities plc have agreed to act as lead managers of the several Underwriters (in such capacity, the “Lead Managers”) in connection with the offering and sale of the Securities (as defined below). The Notes Securities will be issued pursuant to an Indenture indenture, dated as of December 13August 1, 2022 2018 (as defined below) (the “Base Indenture”), between among the Company Issuer, Prologis, L.P., a Delaware limited partnership, as the parent guarantor (the “Parent Guarantor” and, together with the Issuer, the “Transaction Parties”), and Computershare Trust Company, U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a the first supplemental indenture to be indenture, dated as of April 18August 1, 2024 2018 (the “First Supplemental Indenture,” and and, together with the Base Indenture, the “Indenture”). The Notes will be guaranteed , among the Issuer, the Parent Guarantor, the Trustee and Elavon Financial Services DAC, UK Branch, as paying agent (the “GuaranteePaying Agent”), providing for the issuance of debt securities in one or more series, all of which will be entitled to the benefit of the Guarantees referred to below. The Securities will be issued in book-entry form and registered in the name of a common depositary or its nominee on behalf of Clearstream Banking, S.A., (“Clearstream”) and Euroclear Bank SA/NV, as operator of the Euroclear System (“Euroclear”). Pursuant to the Indenture, the Parent Guarantor has agreed to irrevocably and unconditionally guarantee on a senior basis (the “Guarantees” and, together with the NotesDebt Securities, the “Offered Securities”), to each holder of Debt Securities, (i) by Diamondback E&P LLC (the “Guarantor”). The Offered Securities are being issued in part to fundfull and prompt payment of the principal of and any premium, if consummatedany, a portion of on any Debt Securities when and as the cash consideration in same shall become due, whether at the acquisition (the “Acquisition”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Mergermaturity thereof, by and among the Companyacceleration, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together with the exhibits and schedules thereto, as amended, supplemented redemption or otherwise modified, and (ii) the “Acquisition Agreement”). The Company full and prompt payment of any interest on any Debt Securities when and as the Guarantor hereby jointly same shall become due and severally confirm their agreement with the several Underwriters as follows:payable.

Introductory. Diamondback Energy, iStar Financial Inc., a Delaware Maryland corporation (the “Company”), agrees confirms its agreement with Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and the other several underwriters named in Schedule A hereto (collectively, the “Underwriters”), for whom you are acting as the representatives (the “Representatives”), subject with respect to the terms sale by the Company and conditions stated hereinthe purchase by the Underwriters, to issue acting severally and sell to not jointly, of the several Underwriters (i) U.S. respective principal amounts set forth in such Schedule A of $850,000,000 550,000,000 aggregate principal amount of its 5.200the Company’s 4.00% Senior Notes due 2027 2017 (the “2027 2017 Notes”), (ii) U.S. and $850,000,000 770,000,000 aggregate principal amount of its 5.150the Company’s 5.00% Senior Notes due 2030 2019 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 2019 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 2017 Notes, the “NotesSecurities”). Xxxxxxx Xxxxx has agreed to act as the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Securities. The Notes Securities will be issued pursuant to an Indenture indenture, dated as of December 13February 5, 2022 (the “Base Indenture”)2001, between the Company and Computershare US Bank Trust Company, National Association, as trustee (the “Trustee”) (the “Base Indenture”), as supplemented amended by a supplemental indenture the Twenty-sixth Supplemental Indenture, to be dated as of April 18June 13, 2024 (2014 between the “Company and the Trustee relating to the 2017 Notes and the Twenty-seventh Supplemental Indenture,” , to be dated as of June 13, 2014 between the Company and the Trustee relating to the 2019 Notes (such supplemental indentures, together with the Base Indenture, the “Indenture”). The Notes Securities will be guaranteed issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Guarantee” and, together with the Notes, the “Offered SecuritiesDepositary”) by Diamondback E&P LLC (the “Guarantor”). The Offered Securities are being issued in part to fund, if consummated, a portion of the cash consideration in the acquisition (the “Acquisition”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan a letter of Mergerrepresentations, by and to be dated on or before the Closing Date (as defined in Section 2 hereof), among the Company, Eclipse Merger Sub Ithe Trustee and the Depositary. This Agreement, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company has prepared and filed with the Securities and Exchange Commission (solely for purposes of certain sections set forth thereinthe “Commission”) a registration statement on Form S-3 (File No. 333-181470), and Endeavor Parentwhich contains a base prospectus (the “Base Prospectus”), LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together to be used in connection with the exhibits public offering and schedules theretosale of debt securities, including the Securities, and other securities of the Company under the Securities Act of 1933, as amended, supplemented or otherwise modified, the “Acquisition Agreement”). The Company and the Guarantor hereby jointly rules and severally confirm their agreement with the several Underwriters as follows:regulations promulgated thereunder

Introductory. Diamondback Energy, Agenus Inc., a Delaware corporation (the “Company”), agrees with proposes to issue and sell an aggregate of 19,335,653 shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company (the “Firm Shares”) to the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as the representatives representative (the “RepresentativesRepresentative”). In addition, subject the Company proposes to grant to the terms and conditions stated herein, Underwriters options to issue and sell purchase up to the several Underwriters (i) U.S. $850,000,000 an aggregate principal amount of its 5.200% Senior Notes due 2027 2,900,347 additional shares of Common Stock (the “2027 NotesOption Shares”)) as provided in Section 4 hereof. The Firm Shares and, (ii) U.S. $850,000,000 aggregate principal amount to the extent such options are exercised, the Option Shares, are hereinafter collectively referred to as the “Shares.” You have advised the Company that the Underwriters propose to make a public offering of its 5.150% Senior Notes due 2030 the Shares as soon as you deem advisable after the Pricing Agreement hereinafter defined has been executed and delivered. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 Notes, the “Notes”). The Notes will be issued pursuant to an Indenture dated as of December 13, 2022 (the “Base Indenture”), between the Company and Computershare Trust Company, National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture to be dated as of April 18, 2024 (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”). The Notes will be guaranteed (the “Guarantee” and, together with the Notes, the “Offered Securities”) by Diamondback E&P LLC (the “Guarantor”). The Offered Securities are being issued in part to fund, if consummated, a portion of the cash consideration in the acquisition (the “Acquisition”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together with the exhibits and schedules thereto, as amended, supplemented or otherwise modified, the “Acquisition Pricing Agreement”). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Guarantor Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares shall be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. 1 Plus an option to acquire up to 2,900,347 additional shares to cover overallotments. The Company hereby jointly and severally confirm their confirms its agreement with the several Underwriters as follows:

Introductory. Diamondback Energy, New Oriental Education & Technology Group Inc., a Delaware corporation Cayman Islands company limited by shares (the “Company”), agrees with the several underwriters Underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as the representatives (the “Representatives”), subject to the terms and conditions stated herein, ) to issue and sell to the several Underwriters (i) U.S. $850,000,000 aggregate principal amount of its 5.200% Senior Notes due 2027 7,500,000 American depositary shares (the “2027 NotesADSs”), each representing 4 Common Shares (iias defined below) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 the Company (the “2030 NotesFirm Securities”). In addition, (iii) U.S. $1,300,000,000 the Company proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate principal amount of its 5.400% Senior Notes due 2034 not more than 1,125,000 additional ADSs (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 Notes, the “NotesOptional Securities”). The Notes will be issued pursuant to an Indenture dated as of December 13, 2022 (Firm Securities and the “Base Indenture”), between the Company and Computershare Trust Company, National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture to be dated as of April 18, 2024 (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”). The Notes will be guaranteed (the “Guarantee” and, together with the Notes, Optional Securities are herein collectively called the “Offered Securities”. Each common share, par value US$0.01 per share, of the Company is herein called a “Common Share” and collectively called the “Common Shares.” Unless the context otherwise requires, each reference to the Firm Securities, the Optional Securities or the Offered Securities herein also includes the Common Shares underlying such securities. The Offered Securities will be evidenced by American depositary receipts (“ADRs”) by Diamondback E&P LLC to be issued pursuant to the Deposit Agreement dated on or about September [·], 2006 (the “GuarantorDeposit Agreement”) among the Company, Deutsche Bank Trust Company Americas as depositary (the “Depositary”), and the holders and beneficial owners from time to time of the ADRs. As part of the offering contemplated by this Agreement, Xxxxx Xxxxxxx & Co. (the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 320,533 ADSs, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, the “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Offered Firm Securities are being issued in part to fund, if consummated, a portion of be sold by the cash consideration in Designated Underwriter pursuant to the acquisition Directed Share Program (the “AcquisitionDirected Shares”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, will be sold by the Designated Underwriter pursuant to that certain this Agreement and Plan at the public offering price. Any Directed Shares not subscribed for by the end of Merger, the business day on which this Agreement is executed will be offered to the public by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections Underwriters as set forth therein), and Endeavor Parent, LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together with in the exhibits and schedules thereto, as amended, supplemented or otherwise modified, the “Acquisition Agreement”). The Company and the Guarantor hereby jointly and severally confirm their agreement with the several Underwriters as follows:Final Prospectus.

Introductory. Diamondback Energy, Illinois Tool Works Inc., a Delaware corporation (the “Company”), agrees with proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as severally and not jointly, the representatives (the “Representatives”), subject to the terms and conditions stated herein, to issue and sell to the several Underwriters (i) U.S. $850,000,000 aggregate principal amount respective amounts set forth in such Schedule A of its 5.200% Senior Notes due 2027 (the “2027 Notes”), (ii) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900the Company’s 2.650% Senior Notes due 2064 2026 (the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 Notes, the “Notes”). Citigroup Global Markets Inc. and X.X. Xxxxxx Securities LLC have agreed herein to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. The Notes will be issued pursuant to an Indenture indenture, dated as of December 13November 1, 2022 1986, as amended by a First Supplemental Indenture, dated as of May 1, 1990 (the “Base Indenture”), between the Company and Computershare The Bank of New York Mellon Trust Company, National AssociationN.A., as successor trustee (the “Trustee”), as supplemented . Certain terms of the Notes will be established by a supplemental indenture an Officers’ Certificate pursuant to be dated as Section 2.01 of April 18, 2024 the Base Indenture (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”). The Notes will be guaranteed issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Guarantee” andDepositary”), together with pursuant to a Letter of Representations, to be dated on or before the Notes, the “Offered Securities”Closing Date (as defined in Section 2 below) by Diamondback E&P LLC (the “GuarantorDTC Agreement”). The Offered Securities are being issued in part to fund, if consummated, a portion of the cash consideration in the acquisition (the “Acquisition”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC the Trustee and the Depositary. The Company has prepared and filed with the U.S. Securities and Exchange Commission (solely for purposes of certain sections set forth thereinthe “Commission”) a registration statement on Form S-3 (File No. 333-206213), and Endeavor Parentwhich contains a base prospectus (the “Base Prospectus”), LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together to be used in connection with the exhibits public offering and schedules theretosale of debt securities, including the Notes, and other securities of the Company under the U.S. Securities Act of 1933, as amended, supplemented or otherwise modifiedand the rules and regulations promulgated thereunder (collectively, the “Acquisition AgreementSecurities Act”). The Company , and the Guarantor hereby jointly and severally confirm their agreement with the several Underwriters as follows:the

Introductory. Diamondback EnergyLYB International Finance III, Inc.LLC, a Delaware corporation limited liability company (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands (the “Company”), agrees with proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as severally and not jointly, the representatives (the “Representatives”), subject to the terms and conditions stated herein, to issue and sell to the several Underwriters (i) U.S. respective amounts set forth in such Schedule A of $850,000,000 500,000,000 aggregate principal amount of its 5.200the Issuer’s 2.875% Senior Guaranteed Notes due 2027 2025 (the “2027 2025 Notes”), (ii) U.S. $850,000,000 500,000,000 aggregate principal amount of its 5.150the Issuer’s 3.375% Senior Guaranteed Notes due 2030 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900the Issuer’s 4.200% Senior Guaranteed Notes due 2064 2050 (the “2064 2050 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 2025 Notes and the 2054 2030 Notes, the “Notes”). The Notes will , to be issued pursuant to an Indenture dated as of December 13, 2022 fully and unconditionally guaranteed on a senior unsecured basis by the Company (the “Base Indenture”), between the Company and Computershare Trust Company, National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture to be dated as of April 18, 2024 (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”). The Notes will be guaranteed (the “GuaranteeGuarantees” and, together with the Notes, the “Offered Securities”) by Diamondback E&P ). BofA Securities, Inc., Citigroup Global Markets Inc., X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co LLC have agreed to act as the representatives of the several Underwriters (the “GuarantorRepresentatives”) in connection with the offering and sale of the Securities. The Securities will be issued pursuant to the indenture dated as of October 10, 2019 (as supplemented by the Officer’s Certificate to be dated as of the Closing Date (as defined below) establishing the terms of the Securities, the “Indenture”), among the Issuer, the Company and Xxxxx Fargo Bank, N.A., as trustee (the “Trustee”). The Offered Securities are being Notes will be issued only in part to fund, if consummated, a portion of the cash consideration book-entry form in the acquisition name of Cede & Co., as nominee of The Depository Trust Company (the “Acquisition”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together with the exhibits and schedules thereto, as amended, supplemented or otherwise modified, the “Acquisition AgreementDTC”). The Company This Agreement, the Indenture and the Guarantor hereby jointly and severally confirm their agreement with Notes are hereinafter referred to as the several Underwriters as follows:“Transaction Documents.”

Introductory. Diamondback EnergyPrologis, Inc.L.P., a Delaware corporation limited partnership (the “CompanyIssuer”), agrees with proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), acting severally and not jointly, the respective amounts set forth in Schedule A hereto of C$500,000,000 aggregate principal amount of the Issuer’s 5.250% Notes due 2031 (the “Securities”). Scotia Capital Inc. and TD Securities Inc. have agreed to act as representatives of the several Underwriters (in such capacity, for whom you are acting as the representatives (the “Representatives”), subject to the terms and conditions stated herein, to issue and sell to the several Underwriters (i) U.S. $850,000,000 aggregate principal amount of its 5.200% Senior Notes due 2027 (the “2027 Notes”), (ii) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 Notes” and, together in connection with the 2027 Notes, offering and sale of the 2030 Notes, the 2034 Notes and the 2054 Notes, the “Notes”)Securities. The Notes Securities will be issued pursuant to an Indenture indenture, dated as of December 13June 8, 2022 2011 (the “Base Indenture”), between among the Company Issuer, Prologis, Inc., a Maryland corporation and Computershare the parent company of the Issuer (“Prologis”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by a the fifth supplemental indenture to be indenture, dated as of April 18August 15, 2024 2013 (the “Fifth Supplemental Indenture,”), as supplemented by the ninth supplemental indenture, dated as of November 3, 2022 (the “Ninth Supplemental Indenture” and together with the Base Indenture and the Fifth Supplemental Indenture, the “Indenture”), providing for the issuance of debt securities in one or more series. The Notes Securities will be guaranteed issued in book-entry form and registered in the name of CDS & Co., as nominee of CDS Clearing and Depository Services Inc. (the “Guarantee” and, together with the Notes, the “Offered Securities”) by Diamondback E&P LLC (the “GuarantorCDS”). The Offered Securities are being issued in part to fund, if consummated, a portion of the cash consideration in the acquisition (the “Acquisition”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together with the exhibits and schedules thereto, as amended, supplemented or otherwise modified, the “Acquisition Agreement”). The Company and the Guarantor hereby jointly and severally confirm their agreement with the several Underwriters as follows:.

Introductory. Diamondback EnergyAmeriGas Partners, Inc.L.P., a Delaware limited partnership (the “Partnership”), and AP Eagle Finance Corp., a Delaware corporation and a wholly-owned subsidiary of the Partnership (the “Company”), agrees with the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as the representatives (the “Representatives”), subject to the terms and conditions stated herein, to issue and sell to the several Underwriters (i) U.S. $850,000,000 aggregate principal amount of its 5.200% Senior Notes due 2027 (the “2027 Notes”), (ii) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 NotesFinance Corp.” and, together with the 2027 NotesPartnership, the 2030 Notes“Issuers”), propose to issue and sell to Credit Suisse First Boston LLC (“you” or the 2034 “Underwriter”) an aggregate of $28 million principal amount of 8 7/8% Series B Senior Notes and the 2054 Notes, due 2011 (the “Notes”)) as set forth below. The Notes will are to be issued pursuant to an Indenture indenture, dated as of December 13August 21, 2022 2001 (the “Base Indenture”), between among the Company Issuers and Computershare Trust CompanyWachovia Bank, National Association, successor to First Union National Bank, as trustee (the “Trustee”), as supplemented by a supplemental indenture Supplemental Indenture (the “Supplemental Indenture”) dated May 3, 2002, a Second Supplemental Indenture (the “Second Supplemental Indenture”) dated December 3, 2002, a Third Supplemental Indenture (the “Third Supplemental Indenture”) dated April 16, 2003, and a Fourth Supplemental Indenture (the “Fourth Supplemental Indenture” and, together with the Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture and the Base Indenture, the “Note Indenture”), to be dated as of April 18the Closing Date as defined below, 2024 in each case, among the Issuers and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Note Indenture. Finance Corp., the Partnership, along with its operating partnership, AmeriGas Propane, L.P., a Delaware limited partnership (“AmeriGas Propane”), AmeriGas Eagle Propane, L.P., a Delaware limited partnership (“AmeriGas Eagle,” and together with AmeriGas Propane, the “Operating Partnerships”), AmeriGas Propane, Inc., a Pennsylvania corporation and general partner of both the Partnership and AmeriGas Propane (the “Supplemental IndentureGeneral Partner”), and AmeriGas Eagle Holdings, Inc., a Delaware corporation and general partner of AmeriGas Eagle (the “Eagle General Partner,” and together with the Base IndentureGeneral Partner, the “IndentureGeneral Partners”). The Notes will be guaranteed () are collectively referred to herein as the “GuaranteePartnership Entities.” and, together The Partnership Entities hereby agree with the Notes, the “Offered Securities”) by Diamondback E&P LLC (the “Guarantor”). The Offered Securities are being issued in part to fund, if consummated, a portion of the cash consideration in the acquisition (the “Acquisition”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together with the exhibits and schedules thereto, as amended, supplemented or otherwise modified, the “Acquisition Agreement”). The Company and the Guarantor hereby jointly and severally confirm their agreement with the several Underwriters Underwriter as follows:

Introductory. Diamondback Energy, Invesco Mortgage Capital Inc., a Delaware Maryland corporation (the “Company”), agrees with the several underwriters Underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as the representatives (the “Representatives”), subject to the terms and conditions stated herein, ) to issue and sell to the several Underwriters (i) U.S. $850,000,000 aggregate principal amount of its 5.200% Senior Notes due 2027 24,000,000 shares (the “2027 NotesFirm Securities”), (ii) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 common stock, par value $0.01 per share (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 NotesCommon Stock”), and (v) U.S. $1,000,000,000 also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate principal amount of its 5.900% Senior Notes due 2064 not more than 3,600,000 additional shares of Common Stock (the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes Optional Securities”) as set forth below. The Firm Securities and the 2054 Notes, the “Notes”). The Notes will be issued pursuant to an Indenture dated as of December 13, 2022 (the “Base Indenture”), between the Company and Computershare Trust Company, National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture to be dated as of April 18, 2024 (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”). The Notes will be guaranteed (the “Guarantee” and, together with the Notes, Optional Securities are herein collectively called the “Offered Securities”) by Diamondback E&P LLC .” Pursuant to the Second Amended and Restated Agreement of Limited Partnership (the “GuarantorOP Agreement”) of IAS Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”), upon receipt of the net proceeds of (a) the sale of the Firm Securities on the First Closing Date (as defined below) and (b) the sale of any and all Optional Securities on each Optional Closing Date (as defined below), the Company will contribute such net proceeds to the Operating Partnership in exchange for a number of units of partnership interest in the Operating Partnership (the “OP Units”) that is equivalent to the number of Firm Securities and Optional Securities sold to the Underwriters (the “Company OP Units”). The Offered Securities To the extent there are being issued in part to fundno additional Underwriters listed on Schedule A other than you, if consummatedthe term Representatives as used herein (and as defined below) shall mean you, a portion of the cash consideration in the acquisition (the “Acquisition”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein)as Underwriters, and Endeavor Parent, LLC, dated the terms Representatives and Underwriters shall mean either the singular or plural as of February 11, 2024 and amended on March 18, 2024 (together with the exhibits and schedules thereto, as amended, supplemented or otherwise modified, the “Acquisition Agreement”). The Company and the Guarantor hereby jointly and severally confirm their agreement with the several Underwriters as follows:context requires.

Introductory. Diamondback Energy, Inc.Dollar General Corporation, a Delaware Tennessee corporation (the “Company”"ISSUER"), agrees with the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as the representatives (the “Representatives”)proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters initial purchasers named in Schedule A hereto (ithe "PURCHASERS") U.S. $850,000,000 aggregate 200,000,000 principal amount of its 5.2008 5/8 % Senior Notes due 2027 Due June 15, 2010 (the “2027 Notes”"OFFERED SECURITIES") guaranteed (the "GUARANTEES") by Dolgencorp, Inc., a Kentucky corporation; Dolgencorp of Texas, Inc., a Kentucky corporation; DG Logistics, LLC, a Tennessee limited liability company; Dade Lease Management, Inc., a Delaware corporation; Dollar General Partners, a Kentucky general partnership; Dollar General Financial, Inc., a Tennessee corporation; Nations Title Company, Inc., a Tennessee corporation; and Dollar General Intellectual Property, L.P., a Vermont limited partnership (each, a "GUARANTOR" and collectively, the "GUARANTORS" and, together with the Issuer, the "COMPANIES"), to be issued under an indenture dated as of June 15, 2000 (the "INDENTURE") among the Companies and First Union National Bank (as "TRUSTEE"). You have advised us that you will make offers of the Offered Securities purchased by you hereunder on the terms set forth in the Offering Document (as defined below), as amended or supplemented, solely to (i) persons whom you reasonably believe to be a "qualified institutional buyer" (a "QIB") as defined in Rule 144A ("RULE 144A") under the Securities Act of 1933, as amended (the "SECURITIES ACT"), (ii) U.S. $850,000,000 aggregate principal amount to a limited number of its 5.150% Senior Notes due 2030 (the “2030 Notes”institutional "accredited investors" as defined in Rule 501(a)(1), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”2), (iv3) U.S. $1,500,000,000 aggregate principal amount or (7) of its 5.750% Senior Notes due 2054 (the “2054 Notes”), Securities Act and (viii) outside the United States to persons other than U.S. $1,000,000,000 aggregate principal amount Persons in offshore transactions meeting the requirements of its 5.900% Senior Notes due 2064 Rule 904 of Regulation S ("REGULATION S") under the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 Notes, the “Notes”). The Notes will be issued pursuant to an Indenture dated as of December 13, 2022 (the “Base Indenture”), between the Company and Computershare Trust Company, National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture to be dated as of April 18, 2024 (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”). The Notes will be guaranteed (the “Guarantee” and, together with the Notes, the “Offered Securities”) by Diamondback E&P LLC (the “Guarantor”). The Offered Securities are being issued in part to fund, if consummated, a portion of the cash consideration in the acquisition (the “Acquisition”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together with the exhibits and schedules thereto, as amended, supplemented or otherwise modified, the “Acquisition Agreement”). The Company and the Guarantor hereby jointly and severally confirm their agreement with the several Underwriters as follows:Act.

Introductory. Diamondback EnergyChesapeake Energy Corporation, Inc., a Delaware an Oklahoma corporation (the “Company”), agrees with the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as the representatives (the “Representatives”)proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters initial purchasers named in Schedule A hereto (ithe “Purchasers”) U.S. $850,000,000 aggregate 1,100,000,000 principal amount of its 5.2005.5% Convertible Senior Notes due 2027 2026 (the “2027 NotesFirm Securities”)) and also proposes to grant to the Purchasers an overallotment option, (ii) U.S. exercisable from time to time by the Purchasers to purchase up to an additional $850,000,000 aggregate 150,000,000 principal amount of its 5.1505.5% Convertible Senior Notes due 2030 2026 (the “2030 NotesOptional Securities”) (the Firm Securities and the Optional Securities which the Purchasers may elect to purchase pursuant to Section 3 hereof are herein collectively called the “Offered Securities”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 . The Offered Securities will be unconditionally guaranteed on a senior unsecured basis (the “2034 NotesGuarantees”)) by each subsidiary of the Company named in Schedule B hereto (collectively, (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 NotesSubsidiary Guarantors”), and subject to certain exceptions, by subsequently acquired domestic subsidiaries of the Company in accordance with the terms of the Indenture (v) U.S. as defined below). The Offered Securities will be convertible into cash and, if applicable, shares of common stock, par value $1,000,000,000 aggregate principal amount 0.01, on the terms, and subject to the conditions, set forth in the Indenture. The shares of its 5.900% Senior Notes due 2064 common stock which may be issued upon conversion are referred to herein as the “Underlying Shares.” The Offered Securities are to be issued under an indenture to be dated as of October 5, 2016 (the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 Notes, the “Notes”). The Notes will be issued pursuant to an Indenture dated as of December 13, 2022 (the “Base Indenture”), between among the Company and Computershare Trust Company, National Associationthe Subsidiary Guarantors and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the “Trustee”), as supplemented by a supplemental indenture . References to be dated as of April 18, 2024 (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”). The Notes will be guaranteed (the “Guarantee” and, together with the Notes, the “Offered Securities”) by Diamondback E&P LLC (” shall include the “Guarantor”). The Offered Securities are being issued in part to fundGuarantees, if consummated, a portion of unless the cash consideration in the acquisition (the “Acquisition”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together with the exhibits and schedules thereto, as amended, supplemented or context otherwise modified, the “Acquisition Agreement”). The Company and the Guarantor hereby jointly and severally confirm their agreement with the several Underwriters as follows:requires.

Introductory. Diamondback Genesis Energy, Inc.L.P., a Delaware limited partnership (the “Partnership”), and Genesis Energy Finance Corporation, a Delaware corporation (“Finance Corp.” and, together with the Partnership, the “CompanyIssuers”), agrees with propose to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as severally and not jointly, the representatives (the “Representatives”), subject to the terms and conditions stated herein, to issue and sell to the several Underwriters (i) U.S. respective amounts set forth in such Schedule A of $850,000,000 350,000,000 aggregate principal amount of its 5.200the Partnership’s 5.625% Senior Notes due 2027 2024 (the “2027 Notes”), (ii) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 Notes, the “Notes”). RBC Capital Markets, LLC (“RBC”) has agreed to act as the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Notes and the Guarantees (as defined below), which are collectively referred to herein as the “Securities.” The Notes Securities will be issued pursuant to an Indenture indenture, to be dated as of December 13May 15, 2022 2014 (the “Base Indenture”), between among the Company Issuers, the Guarantors (as defined below) and Computershare Trust Company, U.S. Bank National Association, as trustee (the “Trustee”), as amended and supplemented by a that certain first supplemental indenture indenture, to be dated as of April 18May 15, 2024 2014 (the “Supplemental Indenture,” ”), among the Issuers, the Guarantors and together with the Base IndentureTrustee (as so amended and supplemented, the “Indenture”). The payment of principal of, and premium, if any, and interest on, the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any Subsidiary (as defined below) of the Partnership formed or acquired after the Closing Date (as defined in Section 2(b)) that executes a supplemental indenture in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantee” and, together with the Notes, the “Offered Securities”) by Diamondback E&P LLC (the “GuarantorGuarantees”). The Offered Securities Issuers and the Guarantors are being herein collectively referred to as the “Obligors.” The Notes will be issued in part to fund, if consummated, a portion of the cash consideration book-entry form in the acquisition name of Cede & Co., as nominee of The Depository Trust Company (the “AcquisitionDepositary”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries), pursuant to that certain Agreement and Plan a letter of Mergerrepresentations dated November 17, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC 2010 (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together with the exhibits and schedules thereto, as amended, supplemented or otherwise modified, the “Acquisition DTC Agreement”) from the Issuers to the Depositary. This agreement (this “Agreement”). The Company , the DTC Agreement, the Indenture and the Guarantor hereby jointly and severally confirm their agreement with Securities are referred to herein collectively as the several Underwriters as follows:“Transaction Documents.”

Introductory. Diamondback Energy, Inc.Xxxxxxx Xxxxxx Holdings Corp., a Delaware corporation (the “"Company”") and each other entity listed on Annex I hereto (the "Co-Issuers"), agrees with the several underwriters named in Schedule A hereto Credit Suisse Securities (USA) LLC (the “Underwriters”), for whom you are acting as the representatives (the “Representatives”), "Purchaser") subject to the terms and conditions stated herein, to issue and sell to the several Underwriters (i) U.S. Purchaser $850,000,000 50,000,000 in aggregate principal amount of its 5.2009.750% Senior Secured Notes due 2027 2018 (the “2027 "Offered Securities") to be issued under that certain indenture, dated July 24, 2012 (as so amended, supplemented, waived or otherwise modified as of the Closing Date, the "Indenture"), among the Company, the Co-Issuers, the Guarantors (as defined below) and Xxxxx Fargo Bank, National Association, as Trustee. The Offered Securities will be issued, jointly and severally, by the Company and each Co-Issuer and guaranteed, jointly and severally and fully and unconditionally, by each Guarantor listed on Annex II hereto (the "Guarantors" and such guarantees, the "Guarantees"). Capitalized terms that are not defined herein shall have the meanings set forth in the General Disclosure Package (as defined below). The Company has previously issued $235,000,000 in aggregate principal amount of 9.750% Senior Secured Notes due 2018 (the "Existing Securities") under the Indenture. The Offered Securities constitute "Additional Notes”" (as such term is defined in the Indenture). Except as disclosed in the General Disclosure Package and the Final Offering Circular, the Offered Securities will have terms identical to the Existing Securities and will be treated as a single series of debt securities for all purposes under the Indenture. The Company, the Co-Issuers and the Guarantors have agreed to secure their obligations under the Offered Securities and the Guarantees by granting liens on substantially all of their assets other than certain excluded assets described in the General Disclosure Package (the "Collateral"), pursuant to (i) that certain Pledge and Security Agreement dated as of July 24, 2012, as modified by a Supplement to Schedule 3(k)(i) dated January 22, 2013 and an Assumption Agreement dated as of February 20, 2013 (as so amended, the "Security Agreement"), entered into among the Company, the Guarantors and Xxxxx Fargo Bank, National Association, as the collateral trustee (the "Collateral Trustee"), (ii) U.S. $850,000,000 aggregate principal amount those certain patent, copyright and trademark security agreements, each dated as of its 5.150% Senior Notes due 2030 July 24, 2012 (as so amended, supplemented, waived or otherwise modified as of the “2030 Notes”date hereof, the "IP Security Agreements"), each of which were entered into among the Company, certain of the Guarantors and the Collateral Trustee, (iii) U.S. $1,300,000,000 aggregate principal amount that certain collateral trust agreement, dated as of its 5.400% Senior Notes due 2034 July 24, 2012, and as amended as of February 20, 2013 (the “2034 Notes”"Collateral Trust Agreement"), entered into among the Company, the Collateral Trustee and the Credit Agreement Collateral Agent, and (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”)a reaffirmation agreement, and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 Notes, the “Notes”). The Notes will to be issued pursuant to an Indenture dated as of December 13, 2022 the Closing Date (the “Base Indenture”)"Reaffirmation Agreement") substantially in the form of Exhibit 1 to Exhibit A to the Collateral Trust Agreement, between that will be entered into by the Company and Computershare each Guarantor (the foregoing, collectively, the "Collateral Documents"), reaffirming the Company's and each Guarantor's respective grants of security interests in favor of the Collateral Trustee, in its capacity as collateral trustee, under the Collateral Documents and confirming that such grants continue to be in full force and effect. On the Closing Date, the Company will enter into an Additional Secured Debt Designation (as such term is defined in the Collateral Trust CompanyAgreement) substantially in the form of Exhibit A to the Collateral Trust Agreement. On the Closing Date, a joinder to the Collateral Trust Agreement (the "Joinder") substantially in the form of Exhibit B to the Collateral Trust Agreement, will be executed by Xxxxx Fargo Bank, National Association, as trustee Trustee under the Indenture (as defined therein). This Agreement, the “Trustee”)Offered Securities, as supplemented by a supplemental indenture to be dated as of April 18the Guarantees, 2024 (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”). The Notes will be guaranteed (the “Guarantee” and, together with the NotesCollateral Documents, the “Offered Securities”) by Diamondback E&P LLC (Additional Secured Debt Designation, and the “Guarantor”). The Offered Securities Joinder are being issued in part hereinafter referred to fund, if consummated, a portion collectively as the "Operative Documents" and the transactions contemplated hereby and thereby are collectively referred to herein as the "Transactions." Each of the cash consideration in the acquisition (the “Acquisition”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein), the Co-Issuers and Endeavor Parent, LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together the Guarantors hereby agrees with the exhibits and schedules thereto, as amended, supplemented or otherwise modified, the “Acquisition Agreement”). The Company and the Guarantor hereby jointly and severally confirm their agreement with the several Underwriters Purchaser as follows:

Introductory. Diamondback EnergyMovie Escrow, Inc., a Delaware corporation (the “Escrow Issuer”), proposes to issue and sell to Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”), Deutsche Bank Securities Inc. (“Deutsche Bank”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of (i) $350,000,000 aggregate principal amount of the Escrow Issuer’s 7.75% Senior Secured Notes due 2021 (the “Secured Notes”) and (ii) $350,000,000 aggregate principal amount of the Escrow Issuer’s 10.00% Senior Unsecured Notes due 2022 (the “Unsecured Notes” and, together with the Secured Notes, the “Notes”). Xxxxxxx Xxxxx has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Secured Securities (as defined below) will be issued pursuant to an indenture, to be dated as of the Closing Date (as defined below) (including the Supplemental Secured Notes Indenture (as defined below), the “Secured Notes Indenture”), between the Escrow Issuer and Deutsche Bank Trust Company Americas, as trustee (in such capacity, the “Secured Notes Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”). The Unsecured Securities (as defined below) will be issued pursuant to an indenture, to be dated as of the Closing Date (including the Supplemental Unsecured Notes Indenture (as defined below), the “Unsecured Notes Indenture” and, together with the Secured Notes Indenture, the “Indentures” and each an “Indenture”), between the Escrow Issuer and Deutsche Bank Trust Company Americas, as trustee (the “Unsecured Notes Trustee” and, together with the Secured Notes Trustee, the “Trustees” and each a “Trustee”). Immediately upon consummation of the Acquisition (as defined below), the Escrow Issuer will be merged into Global Cash Access, Inc., a Delaware corporation (the “Company”), agrees with the several underwriters named Company as the surviving corporation, and by operation of law, the Company will become the obligor of the Notes and assume all obligations of the Escrow Issuer under the Transaction Documents (as defined below). For purposes of this Agreement, the term “Issuer” means, prior to the Escrow Release Date (as defined below), the Escrow Issuer and, upon and after the Escrow Release Date, the Company. The Notes will be issued only in Schedule A hereto book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “UnderwritersDepositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), for whom you are acting as among the representatives Escrow Issuer, the Trustees and the Depositary. On September 8, 2014, Global Cash Access Holdings, Inc. (“Holdings”) entered into an agreement and plan of merger (the “RepresentativesMerger Agreement”) with Multimedia Games Holding Company, Inc. (“Multimedia Games”) and Movie Merger Sub, Inc., a wholly-owned subsidiary of Holdings (“Merger Sub”). In accordance with the terms of the Merger Agreement, Merger Sub will merge with and into Multimedia Games and Multimedia Games, together with its respective subsidiaries (the “Multimedia Acquired Entities”), will become direct or indirect wholly-owned subsidiaries of Holdings (such transactions collectively referred to as the “Acquisition”). The date of the consummation of the Acquisition is referred to herein as the “Acquisition Date”. The Notes are being issued in connection with the Acquisition. In addition, in connection with the Acquisition, the Company will enter into new secured credit facilities to be dated the Acquisition Date (the “New Credit Facilities”). Subject to the last full paragraph on page 5 below, the Escrow Issuer, the Trustees and Deutsche Bank Trust Company Americas, as escrow agent (the “Escrow Agent”), will enter into a customary escrow agreement (the “Escrow Agreement”), to be dated as of the Closing Date, pursuant to which the Initial Purchasers will deposit into a segregated escrow account (the “Escrow Account”) with the Escrow Agent the gross proceeds from the offering of the Notes, and the Issuer (or one of its affiliate) will deposit into the Escrow Account additional funds sufficient to pay 100% of the issue price of the Notes, plus all regularly scheduled interest that will accrue on the Notes, if any, and accretion of principal amount for at least 30 days, up to but not including the date that is at least 30 days after the Closing Date (the “Initial Outside Date”); provided, that if the Issuer elects to extend the Initial Outside Date pursuant to the terms of the Escrow Agreement, it shall deposit additional funds sufficient to pay all regularly scheduled interest that will accrue on the Notes, if any, plus accretion of principal amount up to but not including such extended date (all amounts deposited into the Escrow Account are referred to herein as the “Escrow Funds”). The release of the Escrow Funds will be subject to the terms satisfaction of certain conditions, including the closing of the Acquisition (collectively, the “Escrow Release Conditions” and the date on which such conditions stated hereinare satisfied, to issue the “Escrow Release Date”). Until such time as the Escrow Release Conditions are satisfied, the Notes will not be guaranteed, and sell to will be secured by a perfected first priority security interest in the several Underwriters (i) U.S. $850,000,000 aggregate principal amount Escrow Account and the Escrow Funds. From and after the satisfaction of its 5.200% Senior Notes due 2027 the Escrow Release Conditions, Holdings, certain of Holdings’ domestic restricted subsidiaries (the “2027 NotesGCA Subsidiary Guarantors” and, together with Holdings, the “GCA Guarantors”), Multimedia Games and certain of Multimedia Games’ domestic restricted subsidiaries (ii) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 (together with Multimedia Games, collectively, the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 NotesMultimedia Guarantors” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 NotesGCA Guarantors, the “NotesGuarantors”)) will become guarantors. The Notes will be issued pursuant to an Indenture dated as GCA Guarantors and the Multimedia Guarantors are listed on Schedule B hereto. Immediately after the consummation of December 13the Acquisition, 2022 the GCA Guarantors and the Multimedia Guarantors shall execute and deliver (the “Base Indenture”), between the Company and Computershare Trust Company, National Association, as trustee (the “Trustee”), as supplemented by i) a supplemental indenture to be dated as of April 18, 2024 the Secured Notes Indenture (the “Supplemental Indenture,” and together with the Base Indenture, the “Secured Notes Indenture”). The ) and (ii) a supplemental indenture to the Unsecured Notes will be guaranteed Indenture (the “GuaranteeSupplemental Unsecured Notes Indenture” and, together with the NotesSupplemental Secured Notes Indenture, the “Offered SecuritiesSupplemental Indentures”) by Diamondback E&P LLC ), whereby, in each case, each of the Company, the GCA Guarantors and the Multimedia Guarantors will agree to observe and fully perform all of the rights, obligations and liabilities contemplated in each Indenture as if it was an original signatory thereto. Immediately after the consummation of the Acquisition, the GCA Guarantors and the Multimedia Guarantors shall execute and deliver a joinder agreement to this Agreement (the “GuarantorPurchase Agreement Joinder”) substantially in the form attached hereto as Exhibit C, whereby each of the GCA Guarantors and the Multimedia Guarantors will affirm the accuracy of the applicable representations and warranties and agree to observe and fully perform all of the rights, obligations and liabilities contemplated herein as if it was an original signatory hereto as a Guarantor (as defined below). The representations, warranties, authorizations, acknowledgements, covenants and agreements of the GCA Guarantors and the Multimedia Guarantors under this Agreement shall not become effective until the execution by them of the Purchase Agreement Joinder, at which time such representations, warranties, authorizations, acknowledgements, covenants and agreements shall become effective as if made on the date hereof, the date thereof and the Closing Date pursuant to the terms of the Purchase Agreement Joinder and the GCA Guarantors and the Multimedia Guarantors and their respective directors, officers and controlling persons shall not have any rights hereunder until they have executed the Purchase Agreement Joinder. The holders of the Unsecured Notes (including the Initial Purchasers and their direct and indirect transferees) will have registration rights set forth in the registration rights agreement relating to the Unsecured Notes (the “Registration Rights Agreement”), to be dated the Closing Date, among the Escrow Issuer and the Representative. Pursuant to the Registration Rights Agreement, and subject to the consummation of the Acquisition, the parties thereto will agree to file with the Commission (as defined below) under the circumstances set forth therein, one or more registration statements under the Securities Act (as defined below) relating to another series of debt securities of the Issuer identical in all material respects to the Unsecured Notes (the “Exchange Notes”) and Unsecured Guarantees (the “Exchange Guarantees”) to be offered in exchange for the Unsecured Notes and the Unsecured Guarantees (the “Exchange Offer”). On the Acquisition Date, the Company shall cause each Guarantor to join the Registration Rights Agreement by execution of the joinder attached thereto (the “Registration Rights Agreement Joinder”). For the avoidance of doubt, the Secured Notes will not have registration rights. For purposes of this Agreement, the term “Transactions” means, collectively, (i) the issuance and sale of the Notes, (ii) the issuance of the Guarantees (as defined below), (iii) the Acquisition, (iv) the execution, delivery and effectiveness of the New Credit Facilities (including any borrowings thereunder), (v) the other transactions contemplated by the Final Offering Memorandum (as defined below), (vi) the execution, delivery and effectiveness of the applicable Transaction Documents (as defined below) and (vii) the payment of all fees and expenses related to the foregoing. The payment of principal of, premium, if any, and interest on the Secured Notes will be fully and unconditionally guaranteed on a senior secured basis, jointly and severally, (i) upon the consummation of the Acquisition, by the Guarantors and (ii) thereafter, by any subsidiary of Holdings formed or acquired after the Acquisition Date that executes an additional guarantee in accordance with the terms of the Secured Indenture, and their respective successors and assigns, pursuant to their guarantees (the “Secured Guarantees”). The Offered Securities are being issued in part to fundpayment of principal of, premium, if consummatedany, and interest on the Unsecured Notes will be fully and unconditionally guaranteed on a portion senior unsecured basis, jointly and severally, (i) upon the consummation of the cash consideration Acquisition, by the Guarantors and (ii) thereafter, by any subsidiary of Holdings formed or acquired after the Acquisition Date that executes an additional guarantee in accordance with the acquisition terms of the Unsecured Notes Indenture, and their respective successors and assigns, pursuant to their guarantees (the “Acquisition”) of Endeavor ParentUnsecured Guarantees” and, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together with the exhibits and schedules thereto, as amended, supplemented or otherwise modifiedSecured Guarantees, the “Acquisition AgreementGuarantees”). The Company Secured Notes, and the Guarantor hereby jointly Secured Guarantees to be attached thereto upon the execution of the Supplemental Secured Notes Indenture and severally confirm their agreement with the several Underwriters Purchase Agreement Joinder by the Guarantors, are herein collectively referred to as follows:the “Secured Securities”. The Unsecured Notes, and the Unsecured Guarantees to be attached thereto upon the execution of the Supplemental Unsecured Notes Indenture and the Purchase Agreement Joinder by the Guarantors, are herein collectively referred to as the “Unsecured Securities”. The Secured Securities and the Unsecured Securities are herein collectively referred to as the “Securities”; and the Exchange Notes and the Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.”

Introductory. Diamondback Energy, Inc.Xxxx Gaming Corporation, a Delaware Nevada corporation (the “Company”), agrees with proposes to issue and sell to X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and the other several underwriters Underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as severally and not jointly, the representatives (the “Representatives”), subject to the terms and conditions stated herein, to issue and sell to the several Underwriters (i) U.S. respective amounts set forth in such Schedule A hereto of $850,000,000 750,000,000 aggregate principal amount of its 5.200the Company’s 6.875% Senior Notes due 2027 2023 (the “2027 Notes”), (ii) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 Notes, the “Notes”). X.X. Xxxxxx has agreed to act as the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Notes. The Notes Securities (as defined below) will be issued pursuant to an Indenture indenture, to be dated as of December 13May 21, 2022 2015 (the “Base Indenture”), between among the Company and Computershare Trust Company, National Associationthe Guarantors (as defined below) and Wilmington Trust, N.A., as trustee (the “Trustee”), as supplemented by . Certain terms of the Securities will be established pursuant to a supplemental indenture to be dated as of April 18May 21, 2024 2015 (the “Supplemental Indenture,” and ”) to the Base Indenture (together with the Base Indenture, the “Indenture”). The Notes will be guaranteed issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Guarantee” andDepositary”) pursuant to a letter of representations, together to be dated on or before the Closing Date (as defined below) (the “DTC Agreement”), among the Company, the Trustee and the Depositary. The payment of principal of and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the guarantors named in Schedule B hereto and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the Notesterms of the Indenture, and their respective successors and assigns (collectively, the “Offered SecuritiesGuarantors”) by Diamondback E&P LLC ), pursuant to the requirements of the Indenture (the “GuarantorGuarantees”). The Offered Securities Notes and the Guarantees are being issued in part herein collectively referred to fund, if consummated, as the “Securities”. The Company understands that the Underwriters propose to make a portion public offering of the cash consideration Securities as soon as the Underwriters deem advisable after this Agreement has been executed and delivered, and initially to offer the Securities on the terms set forth in the acquisition Pricing Disclosure Package. The Company has prepared and filed with the Securities and Exchange Commission (the “AcquisitionCommission”) of Endeavor Parent, LLC a shelf registration statement on Form S-3 (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth thereinFile No. 333-203814), and Endeavor Parent, LLC, dated as including a form of February 11, 2024 and amended on March 18, 2024 prospectus (together with the exhibits and schedules thereto, as amended, supplemented or otherwise modified, the “Acquisition AgreementBase Prospectus”). The Company , covering the public offering and the Guarantor hereby jointly and severally confirm their agreement with the several Underwriters as follows:sale of certain

Introductory. Diamondback EnergyChesapeake Energy Corporation, Inc., a Delaware an Oklahoma corporation (the “Company”), agrees with proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as the representatives ) $1,000,000,000 principal amount of its 2.500% Contingent Convertible Senior Notes due 2037 (the “RepresentativesFirm Securities”), subject to the terms ) and conditions stated herein, also proposes to issue and sell to the several Underwriters (i) U.S. an overallotment option, exercisable from time to time by the Underwriters to purchase up to an additional $850,000,000 aggregate 150,000,000 principal amount of its 5.2002.500% Contingent Convertible Senior Notes due 2027 2037 (the “2027 Notes”), (ii) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 Notes, the “NotesOptional Securities”). The Notes Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. The Offered Securities will be unconditionally guaranteed (the “Guarantees”) by each existing subsidiary of the Company, other than certain de minimis subsidiaries, and, subject to certain exceptions, by subsequently acquired or domestic subsidiaries of the Company in accordance with the terms of the Indenture referred to below (collectively, the “Subsidiary Guarantors”). The Offered Securities will be convertible into cash and, if applicable, shares of common stock, par value $0.01, at a conversion rate on the terms, and subject to the conditions, set forth in the Indenture. The shares of common stock which may be issued pursuant upon conversion are referred to herein as the “Underlying Shares”. The Offered Securities are to be issued under an Indenture indenture to be dated as of December 13May 15, 2022 2007 (the “Base Indenture”), between among the Company Company, the Subsidiary Guarantors and Computershare The Bank of New York Trust Company, National AssociationN.A., as trustee (the “Trustee”), as supplemented by a supplemental indenture to be dated as of April 18, 2024 (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”). The Notes will be guaranteed (the “Guarantee” and, together with the Notes, the “Offered Securities”) by Diamondback E&P LLC (the “Guarantor”). The Offered Securities are being issued in part to fund, if consummated, a portion of the cash consideration in the acquisition (the “Acquisition”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together with the exhibits and schedules thereto, as amended, supplemented or otherwise modified, the “Acquisition Agreement”). The Company and the Guarantor hereby jointly and severally confirm their agreement agrees with the several Underwriters as follows:

Introductory. Diamondback Energy, Inc.Delhaize Group SA/NV, a Delaware corporation Belgian société anonyme (the “Company”), agrees with proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as severally and not jointly, the representatives (the “Representatives”), subject to the terms and conditions stated herein, to issue and sell to the several Underwriters (i) U.S. respective amounts set forth in such Schedule A of $850,000,000 300,000,000 aggregate principal amount of its 5.200the Company’s 5-7/8% Senior Notes due 2027 2014 (the “2027 Notes”), (ii) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 Notes, the “Notes”). The Notes benefit from the guarantees (with respect to the Notes, the “Guarantees”, and together with the Notes, the “Securities”) of Delhaize America, Inc. (“Delhaize America”) and the other direct and indirect subsidiaries of the Company (collectively, the “Guarantors”) that are party to the Cross-Guarantee Agreement dated as of May 21, 2007 (the “Cross-Guarantee Agreement”). In this Agreement, the term “Notes” refers to the Notes represented by CDIs (as defined below), unless the context requires the reference be to the underlying Notes. Banc of America Securities LLC and X. X. Xxxxxx Securities Inc. have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Securities. The Notes will be issued pursuant to an Indenture indenture, to be dated as of December 13on or about February 2, 2022 (the “Base Indenture”)2009, between the Company and Computershare Trust Company, National AssociationThe Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by a supplemental indenture the First Supplemental Indenture, to be dated on or about February 2, 2009, between the Company and the Trustee (as of April 18, 2024 (the “Supplemental Indenture,” and together with the Base Indenturesupplemented, the “Indenture”). The Notes will be guaranteed issued in bearer form through the facilities of the X/N System (as defined below) including through Euroclear and will be represented by certificated depositary interests (“CDIs”) issued by The Bank of New York Mellon, as CDI Depositary (the “Guarantee” and, together with the Notes, the “Offered SecuritiesCDI Depositary”) by Diamondback E&P LLC in the name of Cede & Co., as nominee of The Depository Trust Company (the “GuarantorDepositary”). The Offered Securities are being issued in part , pursuant to funda Letter of Representations, if consummateddated June 27, a portion of the cash consideration in the acquisition 2007 (the “AcquisitionDTC Agreement”) of Endeavor Parent), LLC (“Endeavor”) between the Trustee and its wholly owned subsidiaries, pursuant to that certain the Depositary and a Deposit Agreement and Plan of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC the CDI Depositary and the owners from time to time of beneficial interests in any CDIs (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together with the exhibits and schedules thereto, as amended, supplemented or otherwise modified, the “Acquisition Deposit Agreement”). The Company Pursuant to the terms of the Notes and the Guarantor hereby jointly and severally confirm their agreement Indenture, investors who acquire Notes shall be deemed to have agreed that Notes may be held only by eligible investors referred to in Article 4 of the Belgian Royal Decree of May 26, 1994 holding an interest in the Notes directly or indirectly through an exempt account with the several Underwriters as follows:X/N system operated by the National Bank of Belgium (the “X/N System”).

Introductory. Diamondback EnergyE*TRADE Group, Inc., a Delaware corporation (the “"Company”"), agrees with the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as the representatives (the “Representatives”), subject to the terms and conditions stated herein, proposes to issue and sell to the several Underwriters Initial Purchasers named in Schedule A (ithe "Initial Purchasers") U.S. an aggregate of $850,000,000 aggregate 500,000,000 principal amount of its 5.2006% Senior Convertible Subordinated Notes due 2027 2007 (the “2027 Notes”"Firm Securities"). In addition, (ii) U.S. the Company has granted to the Initial Purchasers an option to purchase up to an additional aggregate $850,000,000 aggregate 150,000,000 principal amount of its 5.1506% Senior Convertible Subordinated Notes due 2030 2007 (the “2030 Notes”)"Option Securities") as provided in Section 2. The Firm Securities and, (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 if and to the extent such option is exercised, the Option Securities are collectively called the "Securities." The Securities will be convertible into shares (the “2034 Notes”)"Underlying Securities") of Common Stock, (iv) U.S. $1,500,000,000 aggregate principal amount 0.01 par value, of its 5.750% Senior Notes due 2054 the Company (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 Notes, the “Notes”"Common Stock"). The Notes Securities will be issued pursuant to an Indenture (the "Indenture"), to be dated as of December 13February 1, 2022 (the “Base Indenture”)2000, between the Company and Computershare Trust Company, National AssociationThe Bank of New York, as trustee (the “"Trustee”), as supplemented by a supplemental indenture to be dated as of April 18, 2024 (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”"). The Notes Securities (and the Underlying Securities) will be guaranteed (offered without being registered under the “Guarantee” and, together with the Notes, the “Offered Securities”) by Diamondback E&P LLC (the “Guarantor”). The Offered Securities are being issued in part to fund, if consummated, a portion Act of the cash consideration in the acquisition (the “Acquisition”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together with the exhibits and schedules thereto1933, as amended, supplemented or otherwise modifiedin reliance on exemptions therefrom provided by the Act and the rules and regulations thereunder (collectively, the “Acquisition Agreement”"Securities Act"). The Initial Purchasers and their direct and indirect transferees will be entitled to the benefits of a Registration Rights Agreement dated the date hereof between the Company and the Guarantor hereby jointly and severally confirm their agreement Initial Purchasers (the "Registration Rights Agreement"). In connection with the several Underwriters offer and sale of the Securities, the Company has prepared a preliminary offering circular dated January 24, 2000 (the "Preliminary Circular") and a final offering circular dated February 1, 2000 (the "Final Circular") for delivery to prospective purchasers of the Securities. Each of the Preliminary Circular and the Final Circular includes or incorporates certain information concerning, among other things, the Company, the Securities and the Underlying Securities. The Final Circular also incorporates by reference each document or report filed by the Company with the Securities and Exchange Commission (the "Commission") pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as follows:amended (the "Exchange Act"), after the date thereof and prior to the termination of the distribution of the

Introductory. Diamondback Energy, Inc.Sunoco LP, a limited partnership organized under the laws of the State of Delaware corporation (the “CompanySunoco”), agrees and Sunoco Finance Corp., a corporation organized under the laws of the State of Delaware (“Finance Corp.” and, together with the several underwriters named in Schedule A hereto (Sunoco, the “UnderwritersIssuers”), for whom you are acting as the representatives (the “Representatives”), subject to the terms and conditions stated herein, propose to issue and sell to the several Underwriters Initial Purchasers named in Schedule A (i) U.S. the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $850,000,000 800,000,000 aggregate principal amount of its 5.200the Issuers’ 6.250% Senior Notes due 2027 2021 (the “2027 Notes”), (ii) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 Notes, the “Notes”). Credit Suisse Securities (USA) LLC has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Notes Securities (as defined below) will be issued pursuant to an Indenture indenture, to be dated as of December 13April 7, 2022 2016 (the “Base Indenture”), between among the Company Issuers, the Guarantors (as defined below) and Computershare Trust Company, U.S. Bank National Association, as trustee (the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as supplemented by nominee of The Depository Trust Company (the “Depositary”), pursuant to a supplemental indenture letter of representations to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers, the Trustee and the Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of April 187, 2024 2016 (the “Supplemental Indenture,Registration Rights Agreement”), among the Issuers, the Guarantors, ETP Retail Holdings, LLC, a limited liability company organized under the laws of the State of Delaware (“ETP Retail”), and the Representative, on behalf of itself and the other Initial Purchasers, pursuant to which the Issuers will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statements to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and together (ii) any subsidiary of Sunoco formed or acquired after the Closing Date that executes an additional guarantee in accordance with the Base terms of the Indenture, and their respective successors and assigns (collectively, the “IndentureGuarantors”), pursuant to their guarantees (the “Guarantees”). ETP Retail will enter into a Guarantee of Collection with the Issuers providing for a limited contingent guarantee of the Issuers’ and Guarantors’ obligation to pay the principal on the Notes (the “ETP Retail Contingent Guarantee”). The Notes will be guaranteed (and the Guarantees related thereto are herein collectively referred to as the “GuaranteeSecurities”; and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” andThis Agreement, together with the Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities and the Indenture are referred to herein as the “Transaction Documents.” The issuance and sale of the Notes, the issuance of the Guarantees, the application of the proceeds from the sale of the Securities as described in the Pricing Disclosure Package (as defined below) and the payment of transaction costs are referred to herein collectively as the “Offered Securities”Transactions.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) by Diamondback E&P LLC and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “GuarantorSubsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Offered Securities and the ETP Retail Contingent Guarantee are to be offered and sold to or through the Initial Purchasers without being issued in part to fund, if consummated, a portion of registered with the cash consideration in the acquisition Securities and Exchange Commission (the “AcquisitionCommission”) under the Securities Act of Endeavor Parent1933 (as amended, LLC the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“EndeavorRule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and its wholly owned subsidiariesdelivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, pursuant to that certain Agreement and Plan of Mergerdated April 4, by and among 2016 (the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein“Preliminary Offering Memorandum”), and Endeavor Parent, LLChave prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated April 4, 2016, in the form attached hereto as Exhibit A (the “Pricing Supplement”), describing the terms of February 11the Securities, 2024 each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and amended on March 18, 2024 (together with the exhibits Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and schedules thereto, as amended, supplemented or otherwise modifieddelivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Acquisition AgreementFinal Offering Memorandum”). The Company and the Guarantor hereby jointly and severally confirm their agreement with the several Underwriters as follows:.

Introductory. Diamondback Energy, Invesco Mortgage Capital Inc., a Delaware Maryland corporation (the “Company”), agrees with the several underwriters Underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as the representatives (the “Representatives”), subject to the terms and conditions stated herein, ) to issue and sell to the several Underwriters (i) U.S. $850,000,000 aggregate principal amount of its 5.200% Senior Notes due 2027 37,500,000 shares (the “2027 NotesFirm Securities”), (ii) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 common stock, par value $0.01 per share (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 NotesCommon Stock”), and (v) U.S. $1,000,000,000 also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate principal amount of its 5.900% Senior Notes due 2064 not more than 5,625,000 additional shares of Common Stock (the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes Optional Securities”) as set forth below. The Firm Securities and the 2054 Notes, the “Notes”). The Notes will be issued pursuant to an Indenture dated as of December 13, 2022 (the “Base Indenture”), between the Company and Computershare Trust Company, National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture to be dated as of April 18, 2024 (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”). The Notes will be guaranteed (the “Guarantee” and, together with the Notes, Optional Securities are herein collectively called the “Offered Securities”) by Diamondback E&P LLC .” Pursuant to the Second Amended and Restated Agreement of Limited Partnership (the “GuarantorOP Agreement”) of IAS Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”), upon receipt of the net proceeds of (a) the sale of the Firm Securities on the First Closing Date (as defined below) and (b) the sale of any and all Optional Securities on each Optional Closing Date (as defined below), the Company will contribute such net proceeds to the Operating Partnership in exchange for a number of units of partnership interest in the Operating Partnership (the “OP Units”) that is equivalent to the number of Firm Securities and Optional Securities sold to the Underwriters (the “Company OP Units”). The Offered Securities To the extent there are being issued in part to fundno additional Underwriters listed on Schedule A other than you, if consummatedthe term Representatives as used herein (and as defined below) shall mean you, a portion of the cash consideration in the acquisition (the “Acquisition”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein)as Underwriters, and Endeavor Parent, LLC, dated the terms Representatives and Underwriters shall mean either the singular or plural as of February 11, 2024 and amended on March 18, 2024 (together with the exhibits and schedules thereto, as amended, supplemented or otherwise modified, the “Acquisition Agreement”). The Company and the Guarantor hereby jointly and severally confirm their agreement with the several Underwriters as follows:context requires.

Introductory. Diamondback Energy, Inc.Alliance Data Systems Corporation, a Delaware corporation (the “Company”), agrees with the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as the representatives (the “Representatives”), subject to the terms and conditions stated herein, proposes to issue and sell to the several Underwriters Initial Purchasers named in Schedule A (i) U.S. the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $850,000,000 400,000,000 aggregate principal amount of its 5.200the Company’s 5.250% Senior Notes due 2027 2017 (the “2027 Notes”), (ii) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 Notes, the “Notes”). J.X. Xxxxxx Securities LLC has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Notes Securities (as defined below) will be issued pursuant to an Indenture indenture, to be dated as of December 13November 20, 2022 2012 (the “Base Indenture”), between among the Company and Computershare Trust Company, National Associationthe Guarantors (as defined below) and Wxxxx Fargo Bank, N.A., as trustee (the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as supplemented by nominee of The Depository Trust Company (the “Depositary”) pursuant to a supplemental indenture letter of representations, to be dated on or before the Closing Date (as of April 18, 2024 defined in Section 2 hereof) (the “Supplemental Indenture,DTC Agreement”), among the Company, the Trustee and the Depositary. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and together (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the Base terms of the Indenture, and their respective successors and assigns (collectively, the “IndentureGuarantors”), pursuant to their guarantees (the “Guarantees”). The Notes will be guaranteed and the Guarantees attached thereto are herein collectively referred to as the “Securities.” This Agreement, the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Guarantee” and, together with Subsequent Purchasers”) on the Notes, terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Offered Securities”) by Diamondback E&P LLC (the “GuarantorTime of Sale”). The Offered Securities are to be offered and sold to or through the Initial Purchasers without being issued in part to fund, if consummated, a portion of registered with the cash consideration in the acquisition Securities and Exchange Commission (the “AcquisitionCommission”) under the Securities Act of Endeavor Parent, LLC 1933 (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together with the exhibits and schedules thereto, as amended, supplemented the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise modifiedtransferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemption afforded by Rule 144A under the Securities Act (“Acquisition AgreementRule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 14, 2012 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 15, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Guarantor Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed by the Company under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Pricing Disclosure Package or the Final Offering Memorandum shall be deemed to mean and include all information filed by the Company under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Company hereby jointly and severally confirm their agreement confirms its agreements with the several Underwriters Initial Purchasers as follows:

Introductory. Diamondback EnergyX. X. Xxxx, Inc., a Delaware New Jersey corporation (the “Company”), agrees with proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as severally and not jointly, the representatives (the “Representatives”), subject to the terms and conditions stated herein, to issue and sell to the several Underwriters (i) U.S. respective amounts set forth in such Schedule A of $850,000,000 250,000,000 aggregate principal amount of its 5.200the Company’s 2.875% Senior Notes due 2027 2016 (the “2027 2016 Notes”), (ii) U.S. and $850,000,000 500,000,000 aggregate principal amount of its 5.150the Company’s 4.400% Senior Notes due 2030 2021 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 2021 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 2016 Notes, the “Notes”). Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxxxx, Xxxxx & Co. and Xxxxx Fargo Securities, LLC have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. The Notes will be issued pursuant to an Indenture indenture, dated as of December 1320, 2022 2010 (the “Base Indenture”), between the Company and Computershare Trust CompanyXxxxx Fargo, National Association, as trustee (the “Trustee”), as supplemented by . Certain terms of the Notes will be established pursuant to a supplemental indenture to be dated as of April 18, 2024 the Base Indenture (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”). The Notes will be guaranteed issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “GuaranteeDepositary”), pursuant to a Blanket Letter of Representations, to be dated on or before the Closing Date (as defined in Section 2 below) (the “DTC Agreement”), among the Company and the Depositary. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an “automatic shelf registration statement” and(as defined in Rule 405 under the Securities Act) on Form S-3 (File No. 333-171166), together which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Notes, the “Offered Securities”) by Diamondback E&P LLC (the “Guarantor”). The Offered Securities are being issued in part to fund, if consummated, a portion and other securities of the cash consideration in the acquisition (the “Acquisition”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among the Company, Eclipse Merger Sub Iand the offering thereof from time-to-time in accordance with Rule 415 under the Securities Act. Such registration statement, LLCincluding the financial statements, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together with the exhibits and schedules thereto, as amendedin the form in which it became effective under the Securities Act, supplemented or otherwise modified, the “Acquisition Agreement”). The Company and the Guarantor hereby jointly and severally confirm their agreement with the several Underwriters as follows:including

Introductory. Diamondback Energy, Inc.Black Hills Corporation, a Delaware South Dakota corporation (the “Company”), agrees with ) and the several underwriters selling securityholders named in Schedule A hereto (collectively, the “Selling Securityholders”) confirms their understanding with the several Underwriters named in Schedule B hereto (the “Underwriters”), for whom you are acting as ) with respect to the representatives sale by each of the Company and the Selling Securityholders and the purchase by the several Underwriters of the respective principal amounts set forth in Schedule A and Schedule B of the Company’s 4.350% Notes due 2033 (the “RepresentativesOffered Securities”), subject to the terms and conditions stated herein, to issue and sell to the several Underwriters of which (i) U.S. an aggregate of $850,000,000 aggregate 299,000,000 principal amount of its 5.200% Senior Notes due 2027 thereof (the “2027 NotesSecondary Securities”)) are proposed to be sold by the several Selling Securityholders and purchased by Underwriters, acting severally and not jointly, and (ii) U.S. an aggregate of $850,000,000 aggregate 101,000,000 principal amount of its 5.150% Senior Notes due 2030 thereof (the “2030 NotesPrimary Securities”)) are proposed to be sold by the Company and purchased by the Underwriters, (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), acting severally and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 Notes, the “Notes”)not jointly. The Notes Offered Securities will be issued pursuant to under an Indenture indenture dated as of December 13May 21, 2022 2003, between the Company and Xxxxx Fargo Bank, National Association (as successor to LaSalle Bank National Association), as Trustee (the “Base Indenture”), as supplemented by a first supplemental indenture dated as of May 21, 2003, between the Company and Computershare Trust CompanyXxxxx Fargo Bank, National Association (as successor to LaSalle Bank National Association), as trustee Trustee (the “Trustee”), a second supplemental indenture dated as supplemented by of May 14, 2009, between the Company and the Trustee, a third supplemental indenture dated as of July 16, 2010, between the Company and the Trustee, a fourth supplemental indenture dated as of November 19, 2013 between the Company and the Trustee, a fifth supplemental indenture dated as of January 13, 2016, between the Company and the Trustee, a sixth supplemental indenture dated as of August 19, 2016 between the Company and the Trustee, and a seventh supplemental indenture to be dated as of April 18, 2024 the Closing Date (as defined below) between the Company and the Trustee with respect to the Offered Securities (the “Supplemental Indenture,” and together with and, the Base Indenture as supplemented by such first, second, third, fourth, fifth and sixth supplemental indentures and the Supplemental Indenture, the “Indenture”). The Notes will be guaranteed (the “Guarantee” and, together with the Notes, the “Offered Securities”) by Diamondback E&P LLC (the “Guarantor”). The Offered Securities are being issued in part to fund, if consummated, a portion of the cash consideration in the acquisition (the “Acquisition”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together with the exhibits and schedules thereto, as amended, supplemented or otherwise modified, the “Acquisition Agreement”). The Company and the Guarantor hereby jointly and severally confirm their agreement with the several Underwriters as follows:.

Introductory. Diamondback Puget Energy, Inc., a Delaware Washington corporation (the “Company”), agrees with the proposes to issue and sell to BofA Securities, Inc., Mizuho Securities USA LLC, MUFG Securities Americas Inc., and other several underwriters Underwriters named in Schedule A hereto (collectively, the “Underwriters”), for whom you are acting severally and not jointly, the respective amounts set forth in such Schedule A of $450,000,000 aggregate principal amount of the Company’s 4.224% Senior Secured Notes due March 15, 2032 (the “Securities”). BofA Securities, Inc., Mizuho Securities USA LLC and MUFG Securities Americas Inc. have agreed to act as the representatives of the Underwriters (the “Representatives”)) in connection with the offering and sale of the Securities. The Securities will be issued pursuant to an indenture, subject to the terms and conditions stated hereindated as of December 6, to issue and sell to the several Underwriters (i) U.S. $850,000,000 aggregate principal amount of its 5.200% Senior Notes due 2027 2010 (the “2027 NotesOriginal Indenture”), (ii) U.S. $850,000,000 aggregate principal amount as previously supplemented and as to be supplemented by a Seventh Supplemental Indenture, to be dated as of its 5.150% Senior Notes due 2030 March 17, 2022 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 NotesSupplemental Indenture” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 NotesOriginal Indenture, the “Notes”). The Notes will be issued pursuant to an Indenture dated as of December 13, 2022 (the “Base Indenture”), each between the Company and Computershare Trust CompanyXxxxx Fargo Bank, National AssociationN.A., as trustee (the “Trustee”). The Securities will be issued only in book-entry form in the name of Cede & Co., as supplemented nominee of The Depository Trust Company (the “Depositary”). The Company has agreed to secure the Securities by granting to JPMorgan Chase Bank, N.A., as collateral agent (the “Collateral Agent”), as successor to Barclays Bank PLC, for the benefit of the Trustee on behalf of the holders of the Securities, a supplemental indenture first priority security interest in (i) substantially all of the tangible and intangible assets of the Company other than real property, subject to be certain agreed upon exceptions and, if material, disclosed in the Registration Statement (as defined below), the Pricing Disclosure Package (as defined below) and the Prospectus (as defined below) (the “Security Agreement Collateral”), pursuant to an Amended and Restated Borrower Security Agreement, dated as of April 18February 6, 2024 2009, as amended and restated as of May 10, 2010, and as further amended as of February 10, 2012, between the Company and the Collateral Agent (the “Supplemental IndentureSecurity Agreement”) and (ii) all of the equity interests in the Company (the “Pledge Agreement Collateral,” and together with the Base IndentureSecurity Agreement Collateral, the “Indenture”). The Notes will be guaranteed (the “Guarantee” and, together with the Notes, the “Offered SecuritiesCollateral”) by Diamondback E&P LLC (the “Guarantor”). The Offered Securities are being issued in part to fund, if consummated, a portion of the cash consideration in the acquisition (the “Acquisition”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement an Amended and Plan of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLCRestated Pledge Agreement, dated as of February 116, 2024 2009, as amended and restated as of May 10, 2010, and as further amended on March 18as of February 10, 2024 2012 (the “Pledge Agreement”), between Puget Equico LLC (“Puget Equico”) and the Collateral Agent, which security interests shall be shared equally and ratably with the Company’s other secured obligations pursuant to an Amended and Restated Collateral Agency Agreement, dated as of February 6, 2009, as amended and restated as of May 10, 2010, and as further amended as of February 10, 2012, among the Company, Puget Equico, the Collateral Agent and certain other parties from time to time party thereto (as supplemented by a Joinder Agreement thereto, dated as of December 6, 2010 (the “Joinder Agreement”), the “Collateral Agency Agreement”; and together with the exhibits Pledge Agreement, the Security Agreement, the Joinder Agreement and schedules theretoall agreements, deeds of trust, instruments, documents, pledges or filings executed in connection with granting, or that otherwise evidence a lien, encumbrance or claim on the Collateral, the “Collateral Documents”). This Agreement, the Securities, the Indenture and the Collateral Documents are collectively referred to herein as the “Transaction Documents.” The Company understands that the Underwriters propose to offer the Securities for sale to the public as set forth in the Prospectus. The Company has filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, as amended (No. 333-263015), originally filed with the Commission on February 25, 2022 and declared effective by the Commission on March 10, 2022, including a related Base Prospectus contained therein (the “Base Prospectus”), covering the registration of the Securities under the Securities Act of 1933 (as amended, supplemented the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder). For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus (which term, as used herein, shall include the Final Preliminary Prospectus), or otherwise modifiedthe Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be. All references herein to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934 (as amended, the “Acquisition Agreement”)Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) on or before the Effective Date of the Registration Statement or the issue date of any preliminary prospectus or the Prospectus, as the case may be; and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date (as defined below) of the Registration Statement or the issue date of any preliminary prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference. Certain terms used herein are defined in Section 22 hereof. The Company and the Guarantor hereby jointly and severally confirm their agreement confirms its agreements with the several Underwriters as follows:

Introductory. Diamondback Energy, iStar Financial Inc., a Delaware Maryland corporation (the “Company”), agrees confirms its agreement with Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and the other several underwriters named in Schedule A hereto (collectively, the “Underwriters”), for whom you are acting as the representatives (the “Representatives”), subject with respect to the terms sale by the Company and conditions stated hereinthe purchase by the Underwriters, to issue acting severally and sell to not jointly, of the several Underwriters (i) U.S. respective principal amounts set forth in such Schedule A of $850,000,000 265,000,000 aggregate principal amount of its 5.200the Company’s 3.875% Senior Notes due 2027 2016 (the “2027 2016 Notes”), (ii) U.S. and $850,000,000 300,000,000 aggregate principal amount of its 5.150the Company’s 4.875% Senior Notes due 2030 2018 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 2018 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 2016 Notes, the “NotesSecurities”). Xxxxxxx Xxxxx has agreed to act as the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Securities. The Notes Securities will be issued pursuant to an Indenture indenture, dated as of December 13February 5, 2022 (the “Base Indenture”)2001, between the Company and Computershare US Bank Trust Company, National Association, as trustee (the “Trustee”) (the “Base Indenture”), as supplemented amended by a supplemental indenture to be the Twenty-third Supplemental Indenture, dated as of April 18May 7, 2024 (2013 between the “Company and the Trustee relating to the 2016 Notes and the Twenty-fourth Supplemental Indenture,” , dated as of May 7, 2013 between the Company and the Trustee relating to the 2018 Notes (such supplemental indentures, together with the Base Indenture, the “Indenture”). The Notes Securities will be guaranteed issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Guarantee” and, together with the Notes, the “Offered SecuritiesDepositary”) by Diamondback E&P LLC (the “Guarantor”). The Offered Securities are being issued in part to fund, if consummated, a portion of the cash consideration in the acquisition (the “Acquisition”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan a letter of Mergerrepresentations, by and to be dated on or before the Closing Date (as defined in Section 2 hereof), among the Company, Eclipse Merger Sub Ithe Trustee and the Depositary. This Agreement, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company has prepared and filed with the Securities and Exchange Commission (solely for purposes of certain sections set forth thereinthe “Commission”) a registration statement on Form S-3 (File No. 333-181470), and Endeavor Parent, LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together with the exhibits and schedules thereto, as amended, supplemented or otherwise modified, the “Acquisition Agreement”). The Company and the Guarantor hereby jointly and severally confirm their agreement with the several Underwriters as follows:which contains a

Introductory. Diamondback EnergyInverness Medical Innovations, Inc., a Delaware corporation (the “Company”), agrees with proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as the representatives (the “Representatives”), subject to the terms and conditions stated herein, to issue and sell to the several Underwriters (i) U.S. $850,000,000 400,000,000 aggregate principal amount of its 5.2009.00% Senior Notes senior subordinated unsecured notes due 2027 2016 (the “2027 Notes”), (ii) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 Notes, the “Notes”). The Company’s obligations under the Notes and the Indenture (as defined below) will be issued pursuant to an Indenture dated as of December 13be, 2022 jointly and severally, unconditionally guaranteed (the “Base IndentureGuarantees”), on a senior subordinated unsecured basis, by each of the Subsidiaries (as defined below) listed on the signature pages hereto (collectively, the “Guarantors,” and, together with the Company, the “Issuers”). The Notes and the Guarantees are referred to herein as the “Securities.” The respective principal amounts of the Notes to be so purchased by the several Underwriters are set forth opposite their names in Schedule A hereto. The Notes are to be issued under an indenture as supplemented by a first supplemental indenture (collectively, the “Indenture”) each to be dated the Closing Date (as defined below), by and between the Company Issuers and Computershare Trust Company, U.S. Bank National Association, as trustee Trustee (the “Trustee”). UBS Securities LLC (“UBS”), Xxxxxxx, Sachs & Co. (“GS”) and Banc of America Securities LLC (“BAS”) have agreed to act as supplemented by a supplemental indenture to be dated as representatives of April 18the several Underwriters (in such capacity, 2024 the “Representatives”) in connection with the offering and sale of the Securities. The Issuers have prepared and filed with the Securities and Exchange Commission (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”). The Notes will be guaranteed (the “Guarantee” and, together with the Notes, the “Offered SecuritiesCommission”) by Diamondback E&P LLC a shelf registration statement on Form S-3 (the “Guarantor”)File No. The Offered Securities are being issued in part to fund, if consummated, a portion of the cash consideration in the acquisition (the “Acquisition”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein333 158542), and Endeavor Parent, LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together have prepared a base prospectus to be used in connection with the public offering and sale of the Securities. Such base prospectus, as modified and attached to the Preliminary Prospectus (as defined below) is referred to herein as the “Base Prospectus”. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became automatically effective under the Securities Act of 1933, as amended, supplemented or otherwise modifiedand the rules and regulations promulgated thereunder (collectively, the “Acquisition AgreementSecurities Act”). The Company , including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the Guarantor hereby jointly and severally confirm their agreement with the several Underwriters as follows:time of effectiveness pursuant to Rule 430B under

Introductory. Diamondback Energy, iStar Financial Inc., a Delaware Maryland corporation (the “Company”), agrees confirms its agreement with Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and the other several underwriters named in Schedule A hereto (collectively, the “Underwriters”), for whom you are with respect to (i) the sale by the Company and the purchase by the Underwriters, acting as severally and not jointly, of the representatives respective principal amounts set forth in such Schedule A of $175,000,000 aggregate principal amount of the Company’s 3.00% Convertible Senior Notes due 2016 (the “RepresentativesInitial Securities”), subject ) and (ii) the grant by the Company to the terms Underwriters, acting severally and conditions stated hereinnot jointly, of the option to issue and sell to the several Underwriters (i) U.S. purchase all or any part of an additional $850,000,000 25,000,000 aggregate principal amount of its 5.2003.00% Convertible Senior Notes due 2027 2016 (the “2027 Notes”), (ii) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 NotesOption Securities” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 NotesInitial Securities, the “NotesSecurities”). Xxxxxxx Xxxxx has agreed to act as the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Securities. The Notes Securities will be issued pursuant to an Indenture indenture, dated as of December 13February 5, 2022 (the “Base Indenture”)2001, between the Company and Computershare US Bank Trust Company, National Association, as trustee (the “Trustee”) (the “Base Indenture”), as supplemented amended by a supplemental indenture to be the Twenty-first Supplemental Indenture, dated as of April 18November 13, 2024 2012 between the Company and the Trustee (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”). The Notes Securities will be guaranteed issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Guarantee” and, together with the Notes, the “Offered SecuritiesDepositary”) by Diamondback E&P LLC (the “Guarantor”). The Offered Securities are being issued in part to fund, if consummated, a portion of the cash consideration in the acquisition (the “Acquisition”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan a letter of Mergerrepresentations, by and to be dated on or before the Closing Date (as defined in Section 2 hereof), among the Company, Eclipse Merger Sub Ithe Trustee and the Depositary. This Agreement, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company has prepared and filed with the Securities and Exchange Commission (solely for purposes of certain sections set forth thereinthe “Commission”) a registration statement on Form S-3 (File No. 333-181470), and Endeavor Parentwhich contains a base prospectus (the “Base Prospectus”), LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together to be used in connection with the exhibits public offering and schedules theretosale of debt securities, including the Securities, and other securities of the Company under the Securities Act of 1933, as amended, supplemented or otherwise modified, the “Acquisition Agreement”). The Company and the Guarantor hereby jointly rules and severally confirm their agreement with the several Underwriters as follows:regulations promulgated thereunder

Introductory. Diamondback EnergyCHS/Community Health Systems, Inc., a Delaware corporation (the “Company”), a wholly owned subsidiary of Community Health Systems, Inc., a Delaware corporation (“Holdings”), agrees with the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as the representatives (the “Representatives”), subject to the terms and conditions stated herein, ) to issue and sell to the several Underwriters (i) U.S. $850,000,000 aggregate 900,000,000 principal amount of its 5.2006.250% Senior Secured Notes due 2027 2023 (the “2027 NotesOffered Securities”)) as set forth below, (ii) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 Notes, the “Notes”). The Notes will all to be issued pursuant to under an Indenture indenture, dated as of December 13March 16, 2022 2017 (the “Base Indenture”), between among the Company and Computershare Trust Company, National Associationthe Guarantors (as defined below) and Regions Bank, an Alabama banking corporation, as trustee (the “Trustee”), as supplemented by a the first supplemental indenture indenture, dated as of March 16, 2017 (the “First Supplemental Indenture”) and the second supplemental indenture, to be dated as of April 18, 2024 the Closing Date (the “Second Supplemental Indenture,” and and, together with the Base Indenture and the First Supplemental Indenture, the “Indenture”). The Notes will be guaranteed (, among the “Guarantee” and, together with the NotesCompany, the “Offered Securities”Guarantors (as defined below) by Diamondback E&P LLC (and the “Guarantor”)Trustee. The Offered Securities are being issued in part will be (i) unconditionally guaranteed as to fund, if consummated, a portion the payment of principal and interest by Holdings and each of the cash consideration Company’s existing subsidiaries listed on Schedule B hereto and certain subsequently acquired or organized subsidiaries (collectively, the “Guarantors” and such guarantees, the “Guarantees”) and (ii) secured by a security interest granted on a first priority basis in certain of the Company’s and the Guarantors’ existing and future assets as more fully described in the acquisition security agreements and other similar agreements listed on Schedule E hereto (the “Acquisition”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together with the exhibits and schedules thereto, as amended, supplemented or otherwise modified, the “Acquisition AgreementSecurity Documents”). The Company and the Guarantor hereby jointly and severally confirm their agreement with the several Underwriters as follows:.

Introductory. Diamondback EnergyFifth & Pacific Companies, Inc., a Delaware corporation (formerly known as Liz Claiborne, Inc., a Delaware corporation, the “Company”), agrees with proposes to issue and sell to Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and the other several underwriters Initial Purchasers named in Schedule A hereto (the “UnderwritersInitial Purchasers”), for whom you are acting as severally and not jointly, the representatives (the “Representatives”), subject to the terms and conditions stated herein, to issue and sell to the several Underwriters (i) U.S. respective amounts set forth in such Schedule A of $850,000,000 152,000,000 aggregate principal amount of its 5.200the Company’s 10.50% Senior Secured Notes due 2027 2019 (the “2027 Notes”), (ii) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 Notes, the “Notes”). Xxxxxxx Xxxxx has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Notes will be issued pursuant to an Indenture under the indenture, dated as of December 13April 7, 2022 2011 (the “Base Indenture”), between among the Company and Computershare Trust Company, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as supplemented by nominee of The Depository Trust Company (the “Depositary”) pursuant to a supplemental indenture letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, the Trustee and the Depositary. The Company has previously issued $220.0 million aggregate principal amount of 10.50% Senior Secured Notes due 2019 (the “Existing Notes”) under the Indenture. The Notes will constitute “Additional Notes” (as such term is defined in the Indenture) under the Indenture. Except as otherwise disclosed in the Pricing Disclosure Package and the Final Offering Memorandum (each as defined below), the Notes will have terms substantially identical to the Existing Notes and will be treated as a single class for all purposes under the Indenture. The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of April 18, 2024 the Closing Date (the “Supplemental Indenture,Registration Rights Agreement”), among the Company, the Guarantors and the Initial Purchasers, pursuant to which the Company and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and to use its best efforts to cause such registration statements to be declared effective. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior secured basis, jointly and severally by (i) the Company’s subsidiaries listed on the signature pages hereof as “Guarantors” and together (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the Base terms of the Indenture, and their respective successors and assigns (collectively, the “IndentureGuarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The proceeds of these Securities will be guaranteed used to (i) repurchase, redeem or otherwise retire all or a portion of the Company’s 5.0% euro notes due July 2013 (the “GuaranteeEuro Notes”) and fees and expenses incurred in connection therewith (or to repay amounts borrowed under the ABL Facility (as defined below) to effect such repurchases, redemptions or retirements); (ii) fund all or a portion of the consideration payable in connection with the buyout of the Company’s joint venture partner with respect to to Xxxx Xxxxx’x Japanese joint venture; and (iii) fund other general corporate purposes. Pursuant to a joinder to the Security Documents (as defined below) for the Notes (the “Euro Notes Joinder Agreement”), the Euro Notes will be equally and ratably secured with the Notes on the Closing Date. The granting of security to the Euro Notes pursuant to the Euro Notes Joinder Agreement, the repurchase, redemption or retirement of all or a portion of the Euro Notes with the proceeds of the Securities, the issuance and sale of the Notes, the issuance of the Guarantees and the payment of transaction costs are referred to herein collectively, as the “Transactions.” The Notes will be secured on a first-priority basis, subject to Permitted Liens (as defined in the Indenture), by first-priority liens on and security interests in the Notes Priority Collateral (as defined in the Indenture, the “Notes Priority Collateral”) and by second-priority liens on and security interests in the ABL Priority Collateral (as defined in the Indenture, the “ABL Priority Collateral” and, together with the NotesNotes Priority Collateral, the “Offered SecuritiesCollateral”) and documented by Diamondback E&P LLC the Pledge and Security Agreement, dated as of April 7, 2011 and amended to date, among the Company, the Grantors (as defined therein) and the Collateral Agent (as amended, the “Security Agreement”), mortgages and other instruments evidencing or creating or purporting to create a lien or security interest (collectively, the “Security Documents”) in favor of U.S. Bank National Association, as collateral agent (in such capacity, the “Collateral Agent”), for its benefit and the benefit of the Trustee, the holders of the Notes and the holders of any Permitted Additional Pari Passu Obligations (as defined in the Indenture) (the “GuarantorPermitted Additional Pari Passu Obligations”). The Offered liens on the Collateral securing the Notes will be subject to the Intercreditor Agreement, dated as of April 7, 2011 (the “Intercreditor Agreement”), by and between the Collateral Agent and JPMorgan Chase Bank, N.A. as collateral agent (the “ABL Collateral Agent”) under the Company’s Second Amended and Restated Credit Agreement dated as of May 6, 2010, among Liz Claiborne Inc., Mexx Europe B.V., Liz Claiborne Canada Inc., the other Loan Parties from time to time party thereto, the Lenders party thereto, the ABL Collateral Agent, Bank of America, N.A. and SunTrust Bank, as Syndication Agents, and Wachovia Bank, National Association, as Documentation Agent (as amended, restated, supplemented, replaced or otherwise modified from time to time, the “ABL Facility”), and acknowledged by the Company and the Guarantors. On or prior to the Closing Date, the Company will enter into an amendment to the ABL Facility to, among other things, permit the transactions described above (the “ABL Amendment”). This Agreement, the Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities, the Euro Notes Joinder Agreement, the ABL Amendment, the Security Documents, the Intercreditor Agreement and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to offer the Securities are being issued on the terms and in part the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to fundthe conditions set forth herein, if consummated, all or a portion of the cash consideration in the acquisition Securities to purchasers (the “AcquisitionSubsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of Endeavor Parent, LLC the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “EndeavorCommission”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan under the Securities Act of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC 1933 (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together with the exhibits and schedules thereto, as amended, supplemented the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise modifiedtransferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Acquisition AgreementRule 144A”) or Regulation S under the Securities Act (“Regulation S”). The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated June 6, 2012 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated June 6, 2012 and attached hereto as Schedule B (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Guarantor Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Company hereby jointly and severally confirm their agreement confirms its agreements with the several Underwriters Initial Purchasers as follows:

Introductory. Diamondback EnergyKey Energy Services, Inc., a Delaware Maryland corporation (the “Company”), agrees with the several underwriters initial purchasers named in Schedule A hereto (the “UnderwritersPurchasers”), for whom you are acting as the representatives representative (the “RepresentativesRepresentative”), subject to the terms and conditions stated herein, to issue and sell to the several Underwriters (i) U.S. Purchasers $850,000,000 aggregate 200,000,000 principal amount of its 5.2006.750% Senior Notes due 2027 2021 (the “2027 Notes”), (ii) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 Notes, the “Notes”). The Notes will be issued pursuant to an Indenture ) under the indenture, dated as of December 13March 4, 2022 2011, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Base Indenture”), between the Company and Computershare Trust Company, National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture to be indenture, dated as of April 18March 4, 2024 2011, and as amended as of the Closing Date, among the Company, the guarantors named in Annex I hereto (the “Supplemental Indenture,” Guarantors”) and together with the Base IndentureThe Bank of New York Mellon Trust Company, the “Indenture”)N.A., as trustee. The Notes will be fully and unconditionally guaranteed as to the payment of principal, premium, if any, and interest, jointly and severally, by each of the Guarantors (such guarantees, the “GuaranteeGuarantees” and, together with the Notes, the “Offered Securities”) by Diamondback E&P LLC )). The Company has previously issued $475,000,000 in aggregate principal amount of its 6.750% Senior Notes due 2021 (the “GuarantorExisting Notes”)) under the Indenture as it existed on March 4, 2011. The Notes constitute “Additional Notes” (as such term is defined in the Indenture) under the Indenture. Except as otherwise disclosed in the General Disclosure Package (as defined below) and the Final Offering Memorandum (as defined below), the Notes will have terms identical to the Existing Notes and will be treated as a single series of debt securities for all purposes under the Indenture. The holders of the Offered Securities are being issued in part will be entitled to fund, if consummated, the benefits of a portion Registration Rights Agreement dated as of the cash consideration in the acquisition (the “Acquisition”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and Closing Date among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC the Guarantors and the Purchasers (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together with the exhibits and schedules thereto, as amended, supplemented or otherwise modified, the “Acquisition Registration Rights Agreement”). The , pursuant to which the Company and the Guarantor hereby jointly and severally confirm their agreement Guarantors agree to file a registration statement with the several Underwriters as follows:Commission registering the exchange of the Offered Securities and the related Guarantees under the Securities Act.

Introductory. Diamondback Energy, Invesco Mortgage Capital Inc., a Delaware Maryland corporation (the “Company”), agrees with the several underwriters Underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as the representatives (the “Representatives”), subject to the terms and conditions stated herein, ) to issue and sell to the several Underwriters (i) U.S. $850,000,000 aggregate principal amount of its 5.200% Senior Notes due 2027 14,000,000 shares (the “2027 NotesFirm Securities”), (ii) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 common stock, par value $0.01 per share (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 NotesCommon Stock”), and (v) U.S. $1,000,000,000 also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate principal amount of its 5.900% Senior Notes due 2064 not more than 2,100,000 additional shares of Common Stock (the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes Optional Securities”) as set forth below. The Firm Securities and the 2054 Notes, the “Notes”). The Notes will be issued pursuant to an Indenture dated as of December 13, 2022 (the “Base Indenture”), between the Company and Computershare Trust Company, National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture to be dated as of April 18, 2024 (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”). The Notes will be guaranteed (the “Guarantee” and, together with the Notes, Optional Securities are herein collectively called the “Offered Securities”) by Diamondback E&P LLC .” Pursuant to the Second Amended and Restated Agreement of Limited Partnership (the “GuarantorOP Agreement”) of IAS Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”), upon receipt of the net proceeds of (a) the sale of the Firm Securities on the First Closing Date (as defined below) and (b) any and all Optional Securities on each Optional Closing Date (as defined below), the Company will contribute such net proceeds to the Operating Partnership in exchange for a number of units of partnership interest in the Operating Partnership (the “OP Units”) that is equivalent to the number of Firm Securities and Optional Securities sold to the Underwriters (the “Company OP Units”). The Offered Securities To the extent there are being issued in part to fundno additional Underwriters listed on Schedule A other than you, if consummatedthe term Representatives as used herein (and as defined below) shall mean you, a portion of the cash consideration in the acquisition (the “Acquisition”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein)as Underwriters, and Endeavor Parent, LLC, dated the terms Representatives and Underwriters shall mean either the singular or plural as of February 11, 2024 and amended on March 18, 2024 (together with the exhibits and schedules thereto, as amended, supplemented or otherwise modified, the “Acquisition Agreement”). The Company and the Guarantor hereby jointly and severally confirm their agreement with the several Underwriters as follows:context requires.

Introductory. Diamondback Energy, Inc.First Potomac Realty Trust, a Delaware corporation Maryland real estate investment trust (the “Company”), agrees with proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as the representatives ) an aggregate of 1,600,000 of its 7.750% Series A Cumulative Redeemable Perpetual Preferred Shares (the “RepresentativesFirm Shares”) of beneficial interest, par value $.001 per share (the “Preferred Shares”). In addition, the Company has granted to the Underwriters an option to purchase up to an additional 200,000 Preferred Shares (the “Option Shares”), subject as provided in Section 2. The Firm Shares and, if and to the terms and conditions stated hereinextent such option is exercised, the Option Shares are collectively called the “Shares.” Xxxxx Fargo Securities, LLC (“Xxxxx Fargo”) has agreed to issue and sell to act as the representative of the several Underwriters (iin such capacity, the “Representative”) U.S. $850,000,000 aggregate principal amount in connection with the offering and sale of its 5.200% Senior Notes due 2027 the Shares. To the extent there are no additional Underwriters named in Schedule A other than Xxxxx Fargo, the term Representative shall mean Xxxxx Fargo as the Underwriters, and the term Underwriters shall mean either the singular or the plural as the context requires. The Company previously issued and sold 4,000,000 Preferred Shares on January 18, 2011 and an additional 600,000 Preferred Shares on January 28, 2011 (in connection with the exercise of the underwriters’ overallotment option) pursuant to a registration statement on Form S-3 filed with the Commission (as defined below) on April 6, 2007, which was subsequently amended on August 19, 2008 and August 22, 2008 (File No. 333-142147) (the “2027 Notes2011 Preferred Shares”). All such 2011 Preferred Shares are outstanding as of the date hereof. The Shares will have identical terms and conditions as the 2011 Preferred Shares, other than issue date, issue price and the date from which dividends payable on the Shares will begin to accrue, and will constitute an additional issuance of and form a single series with, the 2011 Preferred Shares. The Company is the sole general partner of First Potomac Realty Investment Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), (ii) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 that serves as the Company’s primary operating partnership subsidiary. The Company has prepared and filed with the Securities and Exchange Commission (the “2030 NotesCommission”), under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (collectively, the “2034 NotesSecurities Act”), on July 1, 2011 an automatic shelf registration statement, as defined in Rule 405 of the Securities Act, on Form S-3 (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”File No. 333-175330), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (which contains a base prospectus relating to certain securities, including the “2064 Notes” andShares, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 Notes, the “Notes”). The Notes will to be issued pursuant by the Company from time to an Indenture dated as of December 13, 2022 time (the “Base IndentureProspectus”). Such registration statement, between including all amendments thereto filed prior to the Applicable Time (as herein defined), herein referred to as the “Registration Statement,” shall be deemed to include all information omitted therefrom in reliance upon Rules 430A or 430B under the Securities Act and all information incorporated by reference therein. The final prospectus supplement to the Base Prospectus relating to the Shares and the offering thereof filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act and Computershare Trust Company, National Association, first used by the Underwriters to confirm sales of the Shares is herein referred to as trustee (the “Trustee”)Prospectus.” The Base Prospectus, as supplemented by a supplemental indenture any preliminary prospectus supplement relating to be dated as of April 18, 2024 (the “Supplemental Indenture,” Shares and together the offering thereof most recently filed by the Company with the Base IndentureCommission pursuant to Rule 424(b) and used prior to the date hereof is herein referred to as a “Preliminary Prospectus.” Any reference herein to the Registration Statement, any Preliminary Prospectus or the “Indenture”). The Notes will Prospectus or to any amendment or supplement to any of the foregoing documents shall be guaranteed (the “Guarantee” anddeemed to refer to and include any documents incorporated by reference therein and any supplements or amendments thereto, together filed with the Notes, Commission after the “Offered Securities”Effective Date (as herein defined) by Diamondback E&P LLC (the “Guarantor”). The Offered Securities are being issued in part to fund, if consummated, a portion of the cash consideration in Registration Statement or the acquisition (issue date of any Preliminary Prospectus or the “Acquisition”Prospectus under Rule 424(b) of Endeavor Parentunder the Securities Act, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among as the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein)case may be, and Endeavor Parent, LLC, dated as prior to the termination of February 11, 2024 and amended on March 18, 2024 (together with the exhibits and schedules thereto, as amended, supplemented or otherwise modified, offering of the “Acquisition Agreement”)Shares by the Underwriters. The Each of the Company and the Guarantor Operating Partnership hereby jointly and severally confirm their agreement confirms its agreements with the several Underwriters as follows:

Introductory. Diamondback Energy, Dynegy Inc., a Delaware an Illinois corporation (the “"Company”"), agrees with the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as the representatives (the “Representatives”)proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters initial purchasers named in Schedule A hereto (ithe "Purchasers") an aggregate of U.S. $850,000,000 aggregate 175,000,000 principal amount of its 5.2004.75% Senior Notes Convertible Subordinated Debentures due 2027 2023 ("Firm Securities") and, at the “2027 Notes”)election of the Purchasers, (ii) an aggregate of up to an additional aggregate of U.S. $850,000,000 aggregate 50,000,000 principal amount of its 5.1504.75% Senior Notes Convertible Subordinated Debentures due 2030 2023 ("Optional Securities"), each to be issued under an indenture dated as of August 11, 2003 (the “2030 Notes”"Indenture"), among the Issuers (iiias defined below) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 and Wilmington Trust Company, as trustee (the “2034 Notes”"Trustee"), (ivon a private placement basis pursuant to an exemption under Section 4(2) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 the United States Securities Act of 1933, as amended (the “2054 Notes”"Securities Act"). The Firm Securities and the Optional Securities will both be unconditionally guaranteed as to the payment of principal, premium, if any, and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 interest on a senior unsecured basis (the “2064 Notes” "Guarantee" and, together with the 2027 NotesFirm Securities and the Optional Securities, the 2030 Notes, the 2034 Notes and the 2054 Notes, the “Notes”). The Notes will be issued pursuant to an Indenture dated as of December 13, 2022 "Offered Securities") by Dynegy Holdings Inc. (the “Base Indenture”), between the Company and Computershare Trust Company, National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture to be dated as of April 18, 2024 (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”). The Notes will be guaranteed (the “Guarantee” "Guarantor" and, together with the NotesCompany, the “Offered Securities”) by Diamondback E&P LLC "Issuers"). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Circular (the “Guarantor”as defined below). The holders of the Offered Securities are being issued in part will be entitled to fundthe benefits of a Registration Rights Agreement to be dated August 11, if consummated, a portion of 2003 among the cash consideration in Issuers and the acquisition Purchasers (the “Acquisition”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries"Registration Rights Agreement"), pursuant to that certain Agreement and Plan of Merger, by and among which the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together Issuers will agree to file a shelf registration statement with the exhibits Securities Exchange Commission (the "Commission") registering the resale of the Offered Securities and schedules theretothe Underlying Shares, as amendedhereinafter defined, supplemented or otherwise modified, under the “Acquisition Agreement”). The Company and the Guarantor hereby jointly and severally confirm their agreement with the several Underwriters as follows:Securities Act.

Introductory. Diamondback Energy, Inc.Omeros Corporation, a Delaware Washington corporation (the “Company”), agrees with the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as the representatives (the “Representatives”), subject to the terms and conditions stated herein, proposes to issue and sell to Cantor Xxxxxxxxxx & Co. and UBS Securities LLC (the several Underwriters (i“Initial Purchasers” and each an “Initial Purchaser”) U.S. $850,000,000 210,000,000 in aggregate principal amount of its 5.2006.25% Convertible Senior Notes due 2027 2023 (the “2027 Notes”), (ii) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 Notes, the “NotesInitial Securities”). The Notes Initial Securities will be issued pursuant to an Indenture dated as of December 13, 2022 indenture (the “Base Indenture”), between to be dated as of November 15, 2018, by and among the Company and Computershare Trust CompanyXxxxx Fargo Bank, National Association, as trustee (the “Trustee”). In addition, as supplemented by a supplemental indenture the Company has granted to be dated as the Initial Purchasers an option to purchase up to an additional $40,000,000 aggregate principal amount of April 18, 2024 its 6.25% Convertible Senior Notes due 2023 on the terms and conditions and for the purposes set forth herein (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”). The Notes will be guaranteed (the “GuaranteeOption Securities” and, together with the NotesInitial Securities, the “Offered Securities”) by Diamondback E&P LLC (the “Guarantor”). The Offered Securities are being issued in part to fundwill be convertible into cash or duly and validly issued, if consummated, a portion fully paid and non-assessable shares of the cash consideration in the acquisition Company’s common stock, par value $0.01 per share (the “AcquisitionCommon Stock”), including any such shares issuable upon conversion in connection with a “make-whole fundamental change” (as defined in the Final Offering Memorandum) (such shares, the “Conversion Shares”) or a combination of Endeavor Parentcash and Common Stock, LLC on the terms, and subject to the conditions, set forth in the Indenture. Capitalized terms used, but not defined herein, shall have the meanings set forth in the “Description of Notes” section of the Final Offering Memorandum (“Endeavor”) as hereinafter defined). The Securities will be offered and its wholly owned subsidiaries, sold to the Initial Purchasers pursuant to that certain Agreement and Plan an exemption from the registration requirements of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes Securities Act of certain sections set forth therein), and Endeavor Parent, LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together with the exhibits and schedules thereto1933, as amended, supplemented or otherwise modifiedand the rules and regulations of the Securities and Exchange Commission (the “SEC”) thereunder (collectively, the “Acquisition AgreementSecurities Act”). Upon original issuance thereof, and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Securities shall bear the legends set forth in the final offering memorandum, dated the date hereof (the “Final Offering Memorandum”). The Company has prepared a preliminary offering memorandum, dated November 8, 2018 (the “Preliminary Offering Memorandum”), (ii) a pricing term sheet, dated the date hereof, attached hereto as Schedule I, which includes pricing terms and other information with respect to the Securities and the Guarantor hereby jointly Conversion Shares (the “Pricing Supplement”), and severally confirm their agreement (iii) the Final Offering Memorandum, in each case, relating to the offer and sale of the Securities (the “Offering”). All references in this Agreement to the Preliminary Offering Memorandum, the Time of Sale Document (as defined herein) or the Final Offering Memorandum include, with respect to the date or time referred to in this Agreement, unless expressly stated otherwise, (i) all amendments or supplements thereto, and (ii) all documents, financial statements and schedules and other information contained, incorporated by reference or deemed incorporated by reference therein (and references in this Agreement to such information being “contained,” “included” or “stated” (and other references of like import) in the Preliminary Offering Memorandum, the Time of Sale Document or the Final Offering Memorandum shall be deemed to mean all such information contained, incorporated by reference or deemed incorporated by reference therein). The Preliminary Offering Memorandum and the Pricing Supplement are collectively referred to herein as the “Time of Sale Document.” In connection with the several Underwriters offering of the Initial Securities, the Company is separately entering into a capped call transaction with Royal Bank of Canada (the “Capped Call Counterparty”), pursuant to a capped call confirmation (the “Base Capped Call Confirmation”), to be dated the date hereof, and in connection with any exercise by the Initial Purchasers of their option to purchase any Option Securities solely for the purpose of covering sales of Securities in excess of the number of Initial Securities, the Company and the Capped Call Counterparty may enter into an additional capped call transaction pursuant to an additional capped call confirmation (an “Additional Capped Call Confirmation”), to be dated the date on which the Initial Purchasers exercise their over-allotment option to purchase such Option Securities. We refer to the Base Capped Call Confirmation and the Additional Capped Call Confirmation collectively herein as follows:the “Capped Call Confirmations.”

Introductory. Diamondback Energy, iStar Financial Inc., a Delaware Maryland corporation (the “Company”), agrees confirms its agreement with Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and the other several underwriters initial purchasers named in Schedule A hereto (collectively, the “UnderwritersInitial Purchasers”), for whom you are with respect to (i) the sale by the Company and the purchase by the Initial Purchasers, acting as severally and not jointly, of the representatives respective principal amounts set forth in such Schedule A of $175,000,000 aggregate principal amount of the Company’s 1.50% Convertible Senior Notes due 2016 (the “RepresentativesInitial Securities”), subject ) and (ii) the grant by the Company to the terms Initial Purchasers, acting severally and conditions stated hereinnot jointly, of the option to issue and sell to the several Underwriters (i) U.S. purchase all or any part of an additional $850,000,000 25,000,000 aggregate principal amount of its 5.2001.50% Convertible Senior Notes due 2027 2016 (the “2027 Notes”), (ii) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 NotesOption Securities” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 NotesInitial Securities, the “NotesSecurities”). Xxxxxxx Xxxxx has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Securities. The Notes Securities will be issued pursuant to an Indenture indenture, dated as of December 13February 5, 2022 (the “Base Indenture”)2001, between the Company and Computershare US Bank Trust Company, National Association, as trustee (the “Trustee”) (the “Base Indenture”), as supplemented amended by a supplemental indenture the Twenty-fifth Supplemental Indenture, to be dated as of April 18the Closing Date (as defined in Section 2 hereof) between the Company and the Trustee (such supplemental indenture, 2024 (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”). The Notes Securities will be guaranteed convertible, upon the terms and conditions set forth in the Indenture, into shares of common stock, par value $0.001 per share, of the Company (the “Guarantee” and, together with the Notes, the “Offered Securities”) by Diamondback E&P LLC (the “GuarantorCommon Stock”). The Offered Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date, among the Company, the Trustee and the Depositary. This Agreement, the Securities and the Indenture are being issued referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in part the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to fundthe conditions set forth herein, if consummated, all or a portion of the cash consideration in the acquisition Securities to purchasers (the “AcquisitionSubsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”(which for purposes of this Agreement is 4:25 p.m., New York City time, on the date hereof)). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors that acquire Securities may only resell or otherwise transfer such Securities if such Securities are hereafter registered under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemption afforded by Rule 144A (“Rule 144A”) of Endeavor Parentthe rules and regulations promulgated under the Securities Act. The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, LLC dated November 13, 2013 (the “EndeavorPreliminary Offering Memorandum”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLChas prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 13, 2013 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as of February 11, 2024 the “Pricing Disclosure Package.” Promptly after this Agreement is executed and amended on March 18, 2024 (together with the exhibits and schedules thereto, as amended, supplemented or otherwise modifieddelivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Acquisition AgreementFinal Offering Memorandum”). All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Company and the Guarantor hereby jointly and severally confirm their agreement confirms its agreements with the several Underwriters Initial Purchasers as follows:

Introductory. Diamondback Energy, Inc.Ready Capital Corporation, a Delaware Maryland corporation (the “Company”), agrees Sxxxxxxxxx Partners, L.P., a Delaware limited partnership (the “Operating Partnership”), and Waterfall Asset Management, LLC, a Delaware limited liability company (the “Manager”), each confirms its agreement with each of the several underwriters Underwriters named in Schedule A hereto (the “Underwriters”), ) for whom you are acting as the representatives (the “Representatives”), subject to the terms and conditions stated herein, Company to issue and sell to the several Underwriters (i) U.S. $850,000,000 aggregate principal amount of its 5.200% Senior Notes due 2027 6,000,000 shares (the “2027 NotesFirm Securities”), (ii) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 common stock, par value $0.0001 per share (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 NotesCommon Stock”), and (v) U.S. $1,000,000,000 to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate principal amount of its 5.900% Senior Notes due 2064 not more than 900,000 additional shares of Common Stock (the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes Optional Securities”) as set forth below. The Firm Securities and the 2054 Notes, the “Notes”). The Notes will be issued pursuant to an Indenture dated as of December 13, 2022 (the “Base Indenture”), between the Company and Computershare Trust Company, National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture to be dated as of April 18, 2024 (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”). The Notes will be guaranteed (the “Guarantee” and, together with the Notes, Optional Securities are herein collectively called the “Offered Securities”) by Diamondback E&P LLC (.” Pursuant to the “Guarantor”). The Offered Securities are being issued in part to fund, if consummated, a portion Third Amended and Restated Agreement of Limited Partnership of the cash consideration in the acquisition (the “Acquisition”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLCOperating Partnership, dated as of February 11March 5, 2024 and amended on March 18, 2024 2019 (together with the exhibits and schedules thereto, as amended, supplemented or otherwise modified, the “Acquisition OP Agreement”), upon receipt of the net proceeds of (a) the sale of the Firm Securities on the First Closing Date (as defined below) and (b) the sale of any and all Optional Securities on each Optional Closing Date (as defined below), the Company will contribute such net proceeds to the Operating Partnership in exchange for a number of units of partnership interest in the Operating Partnership (the “OP Units”) that is equivalent to the number of Firm Securities and Optional Securities sold to the Underwriters (the “Company OP Units”). The Company To the extent there are no additional Underwriters listed on Schedule A other than you, the term Representatives as used herein (and as defined below) shall mean you, as Underwriters, and the Guarantor hereby jointly terms Representatives and severally confirm their agreement with Underwriters shall mean either the several Underwriters singular or plural as follows:the context requires.

Introductory. Diamondback Energy, Inc.Fluor Corporation, a Delaware corporation (the “Company”), agrees with proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as severally and not jointly, the representatives (the “Representatives”), subject to the terms and conditions stated herein, to issue and sell to the several Underwriters (i) U.S. respective amounts set forth in such Schedule A of $850,000,000 600,000,000 aggregate principal amount of its 5.200the Company’s 4.250% Senior Notes due 2027 2028 (the “2027 Notes”), (ii) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 Notes, the “Notes”). Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and BNP Paribas Securities Corp. have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. The Notes will be issued pursuant to an Indenture indenture, dated as of December 13September 8, 2022 2011, as amended and supplemented by a second supplemental indenture dated as of June 22, 2012 (the “Base Indenture”), between the Company and Computershare Trust CompanyXxxxx Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by . Certain terms of the Notes will be established pursuant to a supplemental indenture to be dated as of April 18, 2024 (the “Supplemental Indenture,” and ”) to the Base Indenture (together with the Base Indenture, the “Indenture”). The Notes will be guaranteed issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Guarantee” andDepositary”), together with pursuant to a Letter of Representations, to be dated on or before the Notes, the “Offered Securities”Closing Date (as defined in Section 2 below) by Diamondback E&P LLC (the “GuarantorDTC Agreement”). The Offered Securities are being issued in part to fund, if consummated, a portion of the cash consideration in the acquisition (the “Acquisition”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC the Trustee and the Depositary. The Company has prepared and filed with the Securities and Exchange Commission (solely for purposes of certain sections set forth thereinthe “Commission”) a registration statement on Form S-3 (File No. 333-226545), and Endeavor Parentwhich contains a base prospectus (the “Base Prospectus”), LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together to be used in connection with the exhibits public offering and schedules theretosale of debt securities, including the Notes, and other securities of the Company under the Securities Act of 1933, as amended, supplemented or otherwise modified, the “Acquisition Agreement”). The Company and the Guarantor hereby jointly rules and severally confirm their agreement with the several Underwriters as follows:regulations promulgated thereunder

Introductory. Diamondback EnergyRepublic Services, Inc., a Delaware corporation (the “Company”), agrees with the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as the representatives (the “Representatives”), subject to the terms and conditions stated herein, proposes to issue and sell to the several Underwriters named in Schedule A (i) U.S. the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $850,000,000 1,850,000,000 aggregate principal amount of its 5.200the Company’s 3.800% Senior Notes due 2027 2018 (the “2027 2018 Notes”), (ii) U.S. $850,000,000 aggregate principal amount of its 5.1504.750% Senior Notes due 2030 2023 (the “2030 2023 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400and 5.700% Senior Notes due 2034 2041 (the “2034 2041 Notes”), ) (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 Notescollectively, the “Notes”). Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”), Barclays Capital Inc., X.X. Xxxxxx Securities LLC and RBS Securities Inc. have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. The Notes will be issued pursuant to an Indenture dated as of December 13, 2022 indenture (the “Base Indenture”), between dated as of September 8, 2009, among the Company and Computershare The Bank of New York Mellon Trust Company, National AssociationN.A., as trustee (the “Trustee”), as supplemented by . Certain terms of the 2018 Notes will be established pursuant to a second supplemental indenture to the Base Indenture, certain terms of the 2023 Notes will be established pursuant to a third supplemental indenture to the Base Indenture and certain terms of the 2041 Notes will be established pursuant to a fourth supplemental indenture to the Base Indenture, each to be entered among the Company, the Guarantors (as defined below) and the Trustee and dated as of April 18, 2024 the Closing Date (as defined in Section 2 below) (the “Supplemental Indenture,Indentures” and and, together with the Base Indenture, the “Indenture”). The Notes will be guaranteed issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “GuaranteeDepositary”), pursuant to a Letter of Representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, the Trustee and the Depositary. The payment of principal, premium and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by the subsidiaries of the Company listed on Exhibit D hereto and any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture and, to the extent provided by the Indenture, their respective successors and assigns (collectively the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” andThe Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), a registration statement on Form S-3 (File No. 333-166469), including a base prospectus, relating to the debt securities and the guarantees thereof to be offered from time to time by the Company and the Guarantors. Such registration statement, as amended as of the date hereof, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the preliminary prospectus supplement, dated May 2, 2011, together with the Notesbase prospectus included therein dated May 3, 2010, and the term “Offered Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities”, which is the final prospectus supplement, dated May 2, 2011, together with the base prospectus included therein dated May 3, 2010. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) by Diamondback E&P LLC under the Securities Act (the “GuarantorRule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Offered Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents that are or are deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities are being issued in part to fundAct, if consummated, a portion as of the cash consideration in effective date of the acquisition (Registration Statement or the “Acquisition”) date of Endeavor Parentsuch Preliminary Prospectus or the Prospectus, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among as the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein)case may be, and Endeavor Parentany reference to “amend”, LLC“amendment” or “supplement” with respect to the Registration Statement, dated as any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of February 11, 2024 and amended on March 18, 2024 (together with the exhibits and schedules thereto1934, as amended, supplemented or otherwise modifiedand the rules and regulations of the Commission promulgated thereunder (collectively, the “Acquisition AgreementExchange Act”) that are or are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to 4:00 p.m. New York City time on the date hereof (the “Time of Sale”), the Company prepared the following information (collectively, the “Time of Sale Information”): (i) the Preliminary Prospectus and (ii) each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Exhibit C hereto as constituting part of the Time of Sale Information. The Each of the Company and the Guarantor Guarantors hereby jointly and severally confirm their agreement confirms its agreements with the several Underwriters as follows: