CAUTIONARY STATEMENTS REGARDING FORWARD LOOKING STATEMENTS
This filing contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1955
and other federal securities laws. Words such as anticipates, believes, expects, intends, will, should, may, plans, targets,
forecasts, projects, believes, seeks, schedules, estimates, positions, pursues, could, budgets, outlook,
trends, guidance, focus, on schedule, on track, is slated, goals, objectives, strategies, opportunities, poised,
potential and similar expressions may be used to identify forward-looking statements. Forward-looking statements are not statements of historical fact and reflect Diamondback Energy, Inc.s (the Company) and QEP
Resources, Inc.s (QEP) current views about future events. Such forward-looking statements include, but are not limited to, statements about the benefits of the proposed acquisition of assets from Guidon Operating LLC
(Guidon) and certain of Guidons affiliates, the benefits of the proposed merger involving the Company and QEP, including future financial and operating results, the Companys and QEPs plans, objectives, expectations and
intentions, the expected timing and likelihood of completion of the transactions, and other statements that are not historical facts, including estimates of oil and natural gas reserves and resources, estimates of future production, assumptions
regarding future oil and natural gas pricing, planned drilling activity, future results of operations, projected financial information (including projected cash flow and liquidity), business strategy, other plans and objectives for future operations
or any future opportunities. These statements are not guarantees of future performance and no assurances can be given that the forward-looking statements contained in this filing will occur as projected. Actual results may differ materially from
those projected. Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks and uncertainties that could cause actual results to differ materially from those projected.
The risks and uncertainties that could cause actual results to differ materially from those in forward looking statements include, without
limitation, the ability to obtain the approval of the merger by QEP stockholders; the risk that the Company or QEP may be unable to obtain governmental and regulatory approvals required for the merger, or required governmental and
regulatory approvals may delay the merger or result in the imposition of conditions that could cause the parties to abandon the merger; the risk that an event, change or other circumstances could give rise to the termination of the Guidon purchase
agreement or the QEP merger agreement; the risk that a condition to closing of the transactions may not be satisfied; the timing to consummate the proposed transactions; the risk that the assets and the businesses will not be integrated
successfully; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; the risk that any announcement relating to the proposed transactions could have adverse
effects on the market price of the Companys common stock or QEPs common stock; the risk of litigation related to the proposed transactions; the risk of any unexpected costs or expenses resulting from the proposed transactions; disruption
from the transactions making it more difficult to maintain relationships with customers, employees or suppliers; the diversion of management time from ongoing business operations due to transaction-related issues; the volatility in commodity prices
for crude oil and natural gas, the presence or recoverability of estimated reserves, particularly during extended periods of low prices for crude oil and natural gas during the COVID-19 pandemic; the ability
to replace reserves; environmental risks, drilling and operating risks, including the potential liability for remedial actions or assessments under existing or future environmental regulations and litigation; exploration and development risks;
competition, government regulation or other actions; the ability of management to execute its plans to meet its goals and other risks inherent in the Companys and QEPs businesses; public health crises, such as pandemics (including COVID-19) and epidemics, and any related government policies and actions; the potential disruption or interruption of the Companys or QEPs operations due to war, accidents, political events, civil
unrest, severe weather, cyber threats, terrorist acts, or other natural or human causes beyond the Companys or QEPs control; the risk that the announcement or consummation of the merger, or any other intervening event results in a
requirement under certain of QEPs indebtedness to make a change of control offer with respect to some or all of such debt; and the Companys ability to identify and mitigate the risks and hazards inherent in operating in the global energy
industry. Other unpredictable or unknown factors not discussed in this report could also have material adverse effects on forward looking statements.
All such factors are difficult to predict and are beyond the Companys or QEPs control, including those detailed in the
Companys annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K that
are available on its website at https://www.diamondbackenergy.com and on the Securities and Exchange Commissions (SEC) website at http://www.sec.gov, and those detailed in QEPs annual reports on Form 10-K,
quarterly reports on Form 10-Q and current reports on Form 8-K that are available on QEPs website at https://www.qepres.com and on the SECs website
at http://www.sec.gov.