LEASE AMENDMENT #8 DIAMONDBACK E & P LLC

FASKEN MIDLAND, LLC., (hereinafter called “Lessor”) and DIAMONDBACK E & P LLC, successor to Windsor Permian, LLC (hereinafter called “Lessee”), for good and valuable consideration the receipt of which is hereby acknowledged, do hereby amend that certain Lease Agreement dated April 19, 2011, Lease Amendment #1 dated June 6, 2011, Lease Amendment #2 dated August 5, 2011 (surrendered September 30, 2012), Lease Amendment #3 dated September 28, 2011, Lease Amendment #4 dated February 6, 2012, Lease Amendment #5 dated July 25, 2012, Lease Amendment #6 dated December 18, 2012 and Lease Amendment #7 dated June 14, 2013 (collectively the “Lease Agreement”), covering approximately 9,127 square feet of Net Rentable Area located on Level Twelve (12) of One Fasken Center at 500 West Texas Avenue, Midland, Texas 79701, also known as Suite 1210, under the following terms and conditions:

“1.    LEASED PREMISES. Approximately 11,927 square feet of Net Rentable Area located on Level Twelve (12) as more fully diagrammed on the floor plan of such premises attached hereto and made a part hereof as “Exhibit B-1”, together with a common area percentage factor determined by Lessor (the “Leased Premises”). Said Leased Premises is comprised of approximately 1,586 square feet of Net Rentable Area in the Original Leased Premises together with approximately 1,489 square feet of Net Rentable Area (the “Suite 1220 Expansion Space”), approximately 1,997 square feet of Net Rentable Area (the “Suite 1225 Expansion Space”), 314 square feet of Net Rentable Area (the 12^th Floor Expansion Space”), 2,042 square feet of Net Rentable Area (the “Suite 1280 Expansion Space”), approximately 537 square feet of Net Rentable Area (the “Suite 1260 Expansion Space”), approximately 1,162 square feet of Net Rentable Area (the “Suite 1230 Expansion Space”) and approximately 2,830 square feet of Net Rentable Area (the “Suite 1290 Expansion Space”). Any statement of size or square footage set forth in the Lease Amendment or that may have been used in calculating Rent, Base Rent, Operating Expenses or any other charge to Lessee is an approximation, which the parties agree is reasonable and any payments based thereon are not subject to dispute. Said demised space represents approximately 2.829% of the Total Net Rentable Area, such Total Net Rentable Area of the Building being approximately 421,546 square feet.”

___ @ $125.00 per space per month for Officer Reserved (Basement & Level One) - space may be limited, if available

___ @ $95.00 per space per month for Preferred Reserved (Level Two and above) - space may be limited, if available

The parking spaces set forth in this section shall be for Lessee and /or Lessee’s employees and Lessor shall have the right to assign parking space as conditions permit. However, Lessor shall not be required to police the use of these spaces. Lessor may make, modify and enforce rules and regulations relating to the parking of automobiles in the parking area(s), and Lessee shall abide thereby. Lessor shall not be liable to Lessee or Lessee’s agents, servants, employees, customers, or invitees for damage to person or property caused by any act of omission or neglect of Lessee, and Lessee agrees to hold Lessor harmless from all claims for any such damage.

Witness the execution hereby this the 14th day of June, 2013, but to be effective September 1, 2013.