Form 8-K

8-K — Liberty Energy Inc.

Accession: 0001999371-26-007202

Filed: 2026-03-30

Period: 2026-03-25

CIK: 0001694028

SIC: 1389 (OIL, GAS FIELD SERVICES, NBC)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Unregistered Sales of Equity Securities

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — liberty_8k-033026.htm (Primary)

EX-4.1 — INDENTURE (ex4-1.htm)

EX-10.1 — FORM OF CAPPED CALL CONFIRMATION (ex10-1.htm)

EX-99.1 — PRESS RELEASE (ex99-1.htm)

EX-99.2 — PRESS RELEASE (ex99-2.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: liberty_8k-033026.htm · Sequence: 1

Current Report

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0001694028

2026-03-25

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 25, 2026

LIBERTY ENERGY INC.

(Exact name of registrant as specified in its charter)

Delaware

001-38081

81-4891595

(State or Other Jurisdiction

(Commission

(IRS Employer

of Incorporation)

File Number)

Identification No.)

950 17th Street, Suite 2400

Denver, Colorado 80202

(Address and Zip Code of Principal Executive Offices)

(303) 515-2800

(Registrant’s Telephone Number, Including

Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously

satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant

to Section 12(b) of the Act

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.01

LBRT

New York Stock Exchange

NYSE Texas

Indicate by check mark whether the registrant is an emerging growth company

as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934

(§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ☐

Item

1.01 Entry into a Material Definitive Agreement.

0.00%

Convertible Senior Notes Offering

March 30, 2026, Liberty Energy Inc. (the “Company”) completed its previously announced private offering

of $475.0 million aggregate principal amount of its 0.00% Convertible Senior Notes due 2032 (the “Notes”)

to several investment banks acting as initial purchasers (collectively, the “Initial

Purchasers”). On March 26, 2026, the Initial Purchasers exercised in full their option to purchase an additional

$50.0 million aggregate principal amount of the Notes. The Notes were issued pursuant to an indenture, dated March 30, 2026 (the

“Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee. The

Notes were sold to the Initial Purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities

Act of 1933, as amended (the “Securities Act”). The Initial Purchasers subsequently resold the Notes

to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration provided by

Rule 144A under the Securities Act.

The

net proceeds from the offering were approximately $511.3 million after deducting the Initial Purchasers’ discounts and commissions

and estimated offering expenses payable by the Company. The Company used approximately $77.2 million of the net proceeds to fund

the cost of entering into the Capped Call Transactions (as defined below). The Company intends to use the remainder of the net

proceeds from the Notes offering for general corporate purposes.

The

Notes are general unsecured, senior obligations of the Company. The Notes will not bear regular interest, and the principal amount

of the Notes will not accrete. The Notes will mature on March 1, 2032, unless earlier converted, redeemed or repurchased. The

initial conversion rate of the Notes is 26.7094 shares of the Company’s Class A common stock, par value $0.01 per share

(the “Common Stock”), per $1,000 principal amount of Notes (equivalent to an initial conversion price

of approximately $37.44 per share of the Common Stock). The initial conversion price of the Notes represents a premium of approximately

30% over the last reported sale price of the Common Stock on the New York Stock Exchange on March 25, 2026. Upon conversion, the

Company will pay cash up to the aggregate principal amount of the Notes to be converted and pay or deliver, as the case may be,

cash, shares of Common Stock, or a combination of cash and shares of Common Stock, at the election of the Company, in respect

of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the Notes

being converted.

The

Company may redeem for cash all or any portion of the Notes, at its option, on or after March 1, 2029 and before the 21st scheduled

trading day immediately preceding the maturity date if the last reported sale price of the Common Stock has been at least 130%

of the conversion price of the Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive

trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding

the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the

Notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date.

the Company undergoes a “fundamental change,” as defined in the Indenture, then, subject to certain conditions and

limited exceptions, holders of the Notes may require the Company to repurchase for cash all or any portion of their Notes at a

repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid special interest,

if any, to, but excluding, the “fundamental change repurchase date,” as defined in the Indenture. In addition, following

certain corporate events that occur prior to the maturity date of the Notes or if the Company delivers a notice of redemption

in respect of the Notes, the Company will, in certain circumstances, increase the conversion rate of the Notes for a holder who

elects to convert its Notes in connection with such a corporate event or convert its Notes called (or deemed called) for redemption

during the related redemption period, as the case may be.

The

Indenture includes customary covenants and sets forth certain events of default after which the Notes may be declared immediately

due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company after which such

Notes become automatically due and payable. The following events are considered “events of default” under the Indenture:

● default

in any payment of special interest on any Note when due and payable and the default continues

for a period of 30 days;

● default

in the payment of principal of any Note when due and payable at its stated maturity,

upon optional redemption, upon any required repurchase, upon declaration of acceleration

or otherwise;

● failure

by the Company to comply with its obligation to convert the Notes in accordance with

the Indenture upon exercise of a holder’s conversion right and such failure continues

for three business days;

● failure

by the Company to give a fundamental change notice, notice of a make-whole fundamental

change or notice of a specified corporate event, in each case when due and such failure

continues for one business day;

● failure

by the Company to comply with its obligations in respect of any consolidation, merger

or sale of assets;

● failure

by the Company to comply with any of the other agreements in the Notes or Indenture for

60 days after receipt of written notice of such failure from the trustee or the holders

of at least 25% in principal amount of the Notes then outstanding;

● default

by the Company or any of its Significant Subsidiaries (as defined in the Indenture) with

respect to any mortgage, agreement or other instrument under which there may be outstanding,

or by which there may be secured or evidenced, any indebtedness for money borrowed in

excess of $150,000,000 (or its foreign currency equivalent) in the aggregate of the Company

and/or any such Significant Subsidiary, whether such indebtedness now exists or will

hereafter be created (i) resulting in such indebtedness becoming or being declared due

and payable prior to its stated maturity date or (ii) constituting a failure to pay the

principal or interest of any such indebtedness when due and payable (after the expiration

of all applicable grace periods) at its stated maturity, upon required repurchase, upon

declaration of acceleration or otherwise, and in the cases of clauses (i) and (ii), such

acceleration will not have been rescinded or annulled or such failure to pay or default

will not have been cured or waived, or such indebtedness is not paid or discharged, as

the case may be, within 30 days after written notice to the Company by the trustee or

to the Company and the trustee by holders of at least 25% in aggregate principal amount

of the Notes then outstanding in accordance with the Indenture; and

● certain

events of bankruptcy, insolvency or reorganization of the Company or any of the Company’s

Significant Subsidiaries.

certain bankruptcy and insolvency-related events of default occur with respect to the Company, the principal of, and accrued and

unpaid special interest, if any, on, all of the then outstanding Notes will automatically become due and payable. If an event

of default with respect to the Notes, other than certain bankruptcy and insolvency-related events of default with respect to the

Company, occurs and is continuing, the trustee by notice to the Company or the holders of at least 25% in principal amount of

the outstanding Notes by notice to the Company and the trustee, may, and the trustee at the request of such holders will, declare

100% of the principal of, and accrued and unpaid special interest, if any, on, all of the then-outstanding Notes to be due and

payable. Notwithstanding the foregoing, the Indenture provides that, to the extent the Company so elects, the sole remedy for

an event of default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture will,

for the first 365 days after such event of default, consist exclusively of the right to receive special interest on the Notes.

The

Indenture provides that the Company will not consolidate with or merge with or into, or sell, convey, transfer or lease all or

substantially all of the consolidated properties and assets of the Company and its subsidiaries, taken as a whole, to, another

person (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect wholly

owned subsidiaries), unless: (i) the resulting, surviving or transferee person (if not the Company) is a corporation organized

and existing under the laws of the United States of America, any State thereof or the District of Columbia, and such corporation

(if not the Company) expressly assumes by supplemental indenture all of the Company’s obligations under the Notes and the

Indenture; and (ii) immediately after giving effect to such transaction, no default or event of default has occurred and is continuing

under the Indenture.

connection with the pricing of the Notes, the Company entered into privately negotiated capped call transactions relating to the

Notes (the “Capped Call Transactions”) with certain of the initial purchasers of the Notes or their

affiliates and certain other financial institutions (the “Option Counterparties”). The Capped Call Transactions

cover, subject to anti-dilution adjustments, the number of shares of Common Stock initially underlying the Notes. Because the

Initial Purchasers of the Notes exercised their option to purchase additional Notes, the Company entered into additional Capped

Call Transactions with the Option Counterparties.

The

initial cap price of the Capped Call Transactions was approximately $72.00 per share, which represents a premium of 150% over

the last reported sale price of the Common Stock of $28.80 on the New York Stock Exchange on March 25, 2026, and is subject to

certain adjustments under the terms of the Capped Call Transactions.

The

Capped Call Transactions are expected generally to reduce the potential dilution to the Common Stock upon conversion of any Notes

and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Notes, as the case

may be, with such reduction and/or offset subject to a cap.

connection with establishing their initial hedges of the Capped Call Transactions, the Company expects that the Option Counterparties

or their respective affiliates may have entered into various derivative transactions with respect to the Common Stock and/or purchased

the Common Stock in secondary market transactions concurrently with or shortly after the pricing of the Notes, including with

or from, as the case may be, certain investors in the Notes. This activity could have increased (or reduced the size of any decrease

in) the market price of the Common Stock or the Notes at that time.

addition, the Company expects that the Option Counterparties may modify or unwind their hedge positions by entering into or unwinding

various derivative transactions with respect to the Common Stock and/or purchasing or selling the Common Stock or other securities

of the Company in secondary market transactions following the pricing of the Notes and prior to the maturity of the Notes (and

are likely to do so on each exercise date for the Capped Call Transactions or following any termination of any portion of the

Capped Call Transactions in connection with any repurchase, redemption or early conversion of the Notes). This activity could

also cause or avoid an increase or a decrease in the market price of the Common Stock or the Notes, which could affect a noteholder’s

ability to convert the Notes, and, to the extent the activity occurs following conversion or during any observation period related

to a conversion of Notes, it could affect the amount and value of the consideration that a noteholder will receive upon conversion

of such Notes.

The

Capped Call Transactions are separate transactions (in each case entered into with a separate Option Counterparty), are not part

of the terms of the Notes and will not change the holders’ rights under the Notes. Noteholders will not have any rights

with respect to the Capped Call Transactions. A copy of the Form of Capped Call Confirmation relating to the Capped Call Transactions

is attached as Exhibit 10.1 hereto and is incorporated by reference (and the foregoing summary of the Capped Call Transactions

is qualified in its entirety by reference to such document).

Neither

the Notes, nor any shares of Common Stock issuable upon conversion of the Notes, have been, nor will be registered under the Securities

Act or any state securities laws, and unless so registered, such securities may not be offered or sold in the United States absent

registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities

Act and other applicable securities laws.

copy of the Indenture is attached as Exhibit 4.1 hereto (including the form of the Notes attached as Exhibit 4.2 hereto) and is

incorporated herein by reference (and this description is qualified in its entirety by reference to such document).

Item

2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The

information set forth under the heading “0.00% Convertible Senior Notes Offering” in Item 1.01 of this Current Report

on Form 8-K is incorporated herein by reference.

Item

3.02 Unregistered Sale of Equity Securities.

The

information set forth under the heading “0.00% Convertible Senior Notes Offering” in Item 1.01 of this Current Report

on Form 8-K is incorporated herein by reference.

The

Notes were sold to the Initial Purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities

Act. The Initial Purchasers subsequently resold the Notes to persons reasonably believed to be qualified institutional buyers

in reliance on the exemption from registration provided by Rule 144A under the Securities Act.

The Company relied on these exemptions from registration based in part on representations made by the Initial Purchasers in the

Purchase Agreement, dated March 25, 2026, by and among the Company, Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC,

as representatives of the Initial Purchasers listed on Schedule I thereto. The Notes and any shares of Common Stock issuable upon

conversion of the Notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United

States absent registration or an applicable exemption from registration requirements.

the extent that any shares of Common Stock are issued upon conversion of the Notes, they will be issued in transactions anticipated

to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof because no commission or other remuneration

is expected to be paid in connection with conversion of the Notes and any resulting issuance of shares of Common Stock.

Item

8.01 Other Events.

March 25, 2026, the Company issued a press release announcing its intention to offer $450.0 million aggregate principal amount

of the Notes. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

March 25, 2026, the Company issued a press release announcing the pricing of its upsized offering of $475.0 million aggregate

principal amount of the Notes. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated

herein by reference.

Forward-Looking

Statements

This

Current Report on Form 8-K contains “forward-looking” statements, as that term is defined under the federal securities

laws, including but not limited to statements regarding the Company’s expectations regarding the expected net proceeds from

the offering of the Notes and use of those net proceeds and the Company’s expectations regarding certain actions taken by

the Option Counterparties relating to derivatives and their hedge positions. These forward-looking statements are based on the

Company’s current assumptions, expectations and beliefs and are subject to substantial risks, uncertainties, assumptions

and changes in circumstances that may cause the Company’s actual results, performance or achievements to differ materially

from those expressed or implied in any forward-looking statement. These risks and uncertainties include, among others, uncertainties

and other factors related to the intended use of proceeds from the offering and sale of the Notes and the Capped Call Transactions,

trends and conditions. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Further

information on these and other factors that could affect the forward-looking statements in this Current Report on Form 8-K is

included in the filings the Company makes with the Securities and Exchange Commission (“SEC”) from time

to time, particularly under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial

Condition and Results of Operations,” including the Annual Report on Form 10-K for the year ended December 31, 2025 as filed

with the SEC on February 2, 2026. Copies of these documents may be obtained from the SEC’s website at www.sec.gov. These

forward-looking statements represent the Company’s estimates and assumptions only as of the date of this Current Report

on Form 8-K. Except as required by law, the Company disclaims any obligation to update these forward-looking statements as a result

of new information, future events, changes in expectations or otherwise.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

4.1

Indenture,

dated as of March 30, 2026, by and between Liberty Energy Inc. and U.S. Bank Trust Company, National Association, as Trustee.

4.2

Form

of Global Note, representing Liberty Energy Inc.’s 0.00% Convertible Senior Note due 2032 (included as Exhibit A to

the Indenture filed as Exhibit 4.1).

10.1

Form of Capped Call Confirmation between Liberty Energy Inc. and each option counterparty.

99.1

Press Release dated March 25, 2026.

99.2

Press Release dated March 25, 2026.

104

Interactive

Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf

by the undersigned hereunto duly authorized.

Liberty Energy Inc.

Date:

March 30, 2026

By:

/s/

R. Sean Elliott

Name:

R. Sean Elliott

Title:

Chief Legal Officer and Corporate Secretary

EX-4.1 — INDENTURE

EX-4.1

Filename: ex4-1.htm · Sequence: 2

Exhibit

4.1

LIBERTY

ENERGY INC.

AND

U.S.

BANK TRUST COMPANY, NATIONAL ASSOCIATION,

Trustee

INDENTURE

Dated

as of March 30, 2026

0.00%

Convertible Senior Notes due 2032

TABLE

OF CONTENTS

Page

Article

1 Definitions

Section

1.01

Definitions

Section

1.02

References to Interest

Article

2 Issue, Description, Execution, Registration and Exchange

of Notes

Section

2.01

Designation and

Amount

Section

2.02

Form of Notes

Section

2.03

Date and Denomination

of Notes; Special Interest and Defaulted Amounts

Section

2.04

Execution, Authentication

and Delivery of Notes

Section

2.05

Exchange and Registration

of Transfer of Notes; Restrictions on Transfer; Depositary

Section

2.06

Mutilated, Destroyed,

Lost or Stolen Notes

Section

2.07

Temporary Notes

Section

2.08

Cancellation of

Notes Paid, Converted, Etc.

Section

2.09

CUSIP Numbers

Section

2.10

Additional Notes;

Repurchases

Article

3 Satisfaction and Discharge

Section

3.01

Satisfaction and

Discharge

Article

4 Particular Covenants of the Company

Section

4.01

Payment of Principal

and Special Interest

Section

4.02

Maintenance of

Office or Agency

Section

4.03

Appointments to

Fill Vacancies in Trustees’ Office

Section

4.04

Provisions as to

Paying Agent

Section

4.05

Existence

Section

4.06

Rule 144A Information

Requirement and Annual Reports

Section

4.07

Stay, Extension

and Usury Laws

Section

4.08

Compliance Certificate;

Statements as to Defaults

Section

4.09

Further Instruments

and Acts

Article

5 Lists Of Holders and Reports by the Company and the Trustee

Section

5.01

Lists of Holders

Section

5.02

Preservation and

Disclosure of Lists

Article

6 Defaults and Remedies

Section

6.01

Events of Default

Section

6.02

Acceleration; Rescission

and Annulment

Section

6.03

Special

Interest

Section

6.04

Payments of Notes

on Default; Suit Therefor

Section

6.05

Application of

Monies Collected by Trustee

Section

6.06

Proceedings by

Holders

Section

6.07

Proceedings by

Trustee

Section

6.08

Remedies

Cumulative and Continuing

Section

6.09

Direction of Proceedings

and Waiver of Defaults by Majority of Holders

Section

6.10

Notice of Defaults

Section

6.11

Undertaking to

Pay Costs

Article

7 Concerning the Trustee

Section

7.01

Duties and Responsibilities

of Trustee

Section

7.02

Reliance on Documents,

Opinions, Etc.

Section

7.03

No Responsibility

for Recitals, Etc.

Section

7.04

Trustee, Paying

Agents, Conversion Agents, Bid Solicitation Agent or Note Registrar May Own Notes

Section

7.05

Monies and Shares

of Class A Common Stock to Be Held in Trust

Section

7.06

Compensation and

Expenses of Trustee

Section

7.07

Officers’

Certificate as Evidence

Section

7.08

Eligibility of

Trustee

Section

7.09

Resignation or

Removal of Trustee

Section

7.10

Acceptance by Successor

Trustee

Section

7.11

Succession by Merger,

Etc.

Section

7.12

Trustees’

Application for Instructions from the Company

Article

8 Concerning the Holders

Section

8.01

Action by Holders

Section

8.02

Proof of Execution

by Holders

Section

8.03

Who Are Deemed

Absolute Owners

Section

8.04

Company-Owned Notes

Disregarded

Section

8.05

Revocation of Consents;

Future Holders Bound

Article

9 Holders’ Meetings

Section

9.01

Purpose of Meetings

Section

9.02

Call of Meetings

by Trustee

Section

9.03

Call of Meetings

by Company or Holders

Section

9.04

Qualifications

for Voting

Section

9.05

Regulations

Section

9.06

Voting

Section

9.07

No Delay of Rights

by Meeting

Article

10 Supplemental Indentures

Section

10.01

Supplemental Indentures

Without Consent of Holders

Section

10.02

Supplemental Indentures

with Consent of Holders

Section

10.03

Effect of Supplemental

Indentures

Section

10.04

Notation on Notes

Section

10.05

Evidence of Compliance

of Supplemental Indenture to Be Furnished Trustee

Article

11 Consolidation, Merger, Sale, Conveyance and Lease

Section

11.01

Company

May Consolidate, Etc

Section

11.02

Successor Corporation

to Be Substituted

Section 11.03

Officer’s Certificate and Opinion of Counsel to Be Given to Trustee

Article

12 Immunity of Incorporators, Stockholders, Officers and Directors

Section

12.01

Indenture and Notes

Solely Corporate Obligations

Article

13 [Intentionally Omitted]

Article

14 Conversion of Notes

Section

14.01

Conversion Privilege

Section

14.02

Conversion Procedure;

Settlement Upon Conversion

Section

14.03

Increased Conversion

Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes or a Notice of Redemption

Section

14.04

Adjustment of Conversion

Rate

Section

14.05

Adjustments of

Prices

Section

14.06

Shares to Be Fully

Paid

Section

14.07

Effect of Recapitalizations,

Reclassifications and Changes of the Class A Common Stock

Section

14.08

Certain Covenants

Section

14.09

Responsibility

of Trustee and any Other Conversion Agent

Section

14.10

Notice to Holders

Prior to Certain Actions

Section

14.11

Stockholder Rights

Plans

Section

14.12

Exchange in Lieu

of Conversion

Article

15 Repurchase of Notes at Option of Holders

Section

15.01

[Intentionally

Omitted]

Section

15.02

Repurchase at Option

of Holders Upon a Fundamental Change

Section

15.03

Withdrawal of Fundamental

Change Repurchase Notice

Section

15.04

Deposit of Fundamental

Change Repurchase Price

Section

15.05

Covenant to Comply

with Applicable Laws Upon Repurchase of Notes

Article

16 Optional Redemption

Section

16.01

Optional Redemption

Section

16.02

Notice of Optional

Redemption; Selection of Notes

Section

16.03

Payment of Notes

Called for Redemption

Section

16.04

Restrictions on

Redemption

Article

17 Miscellaneous Provisions

Section

17.01

Provisions Binding

on Company’s Successors

Section

17.02

Official Acts by

Successor Corporation

Section

17.03

Addresses for Notices,

Etc.

Section

17.04

Governing Law;

Jurisdiction

Section

17.05

Evidence of Compliance

with Conditions Precedent; Certificates and Opinions of Counsel to Trustee

Section

17.06

Legal Holidays

Section

17.07

No Security Interest

Created

Section

17.08

Benefits

of Indenture

iii

Section

17.09

Table of Contents,

Headings, Etc.

Section

17.10

Authenticating

Agent

Section

17.11

Execution in Counterparts; Electronic Signatures

Section

17.12

Severability

Section

17.13

Waiver of Jury

Trial

Section

17.14

Force Majeure

Section

17.15

Calculations

Section

17.16

USA PATRIOT Act

EXHIBIT

Exhibit

A Form of Note

A-1

INDENTURE

dated as of March 30, 2026 between LIBERTY ENERGY INC., a Delaware corporation, as issuer (the “Company,”

as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as

trustee (the “Trustee,” as more fully set forth in Section 1.01).

I T N E S S E T H:

WHEREAS,

for its lawful corporate purposes, the Company has duly authorized the issuance of its 0.00% Convertible Senior Notes due 2032

(the “Notes”), initially in an aggregate principal amount not to exceed $525,000,000, and in order to provide

the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the

execution and delivery of this Indenture; and

WHEREAS,

the Form of Note, the certificate of authentication to be borne by each Note, the Form of Notice of Conversion, the Form of Fundamental

Change Repurchase Notice and the Form of Assignment and Transfer to be borne by the Notes are to be substantially in the forms

hereinafter provided; and

WHEREAS,

all acts and things necessary to make the Notes, when executed by the Company and authenticated and delivered by the Trustee or

a duly authorized authenticating agent, as in this Indenture provided, the valid, binding and legal obligations of the Company,

and this Indenture a valid agreement according to its terms, have been done and performed, and the execution of this Indenture

and the issuance hereunder of the Notes have in all respects been duly authorized.

NOW,

THEREFORE, THIS INDENTURE WITNESSETH:

That

in order to declare the terms and conditions upon which the Notes are, and are to be, authenticated, issued and delivered, and

in consideration of the premises and of the purchase and acceptance of the Notes by the Holders thereof, the Company covenants

and agrees with the Trustee for the equal and proportionate benefit of the respective Holders from time to time of the Notes (except

as otherwise provided below), as follows:

Article

Definitions

Section

1.01 Definitions. The

terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires) for

all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section

1.01. The words “herein,” “hereof,” “hereunder” and words of similar import refer to this

Indenture as a whole and not to any particular Article, Section or other subdivision. The terms defined in this Article include

the plural as well as the singular.

“1%

Exception” shall have the meaning specified in Section 14.04(j).

“Additional

Shares” shall have the meaning specified in Section 14.03(a).

“Affiliate”

of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect

common control with such specified Person. For the purposes of this definition, “control,” when used with respect

to any specified Person means the power to direct or cause the direction of the management and policies of such Person, directly

or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling”

and “controlled” have meanings correlative to the foregoing. Notwithstanding anything to the contrary herein, the

determination of whether one Person is an “Affiliate” of another Person for purposes of this Indenture shall

be made based on the facts at the time such determination is made or required to be made, as the case may be, hereunder.

“Bid

Solicitation Agent” means the Company or the Person appointed by the Company to solicit bids for the Trading Price of

the Notes in accordance with Section 14.01(b)(i). The Company shall initially act as the Bid Solicitation Agent. The Company may,

however, appoint another person to act as bid solicitation agent at any time without prior notice to Holders (but will provide

notice thereof to the Trustee).

“Board

of Directors” means the board of directors of the Company or a committee of such board duly authorized to act for it

hereunder.

“Board

Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have

been duly adopted by the Board of Directors, and to be in full force and effect on the date of such certification, and delivered

to the Trustee.

“Business

Day” means, with respect to any Note, any day other than a Saturday, a Sunday or a day on which banking institutions

in New York, New York or in the place of payment are authorized or required by law or executive order to close or be closed.

“Called

Notes” means Notes called for redemption pursuant to Article 16 or subject to a Deemed Redemption.

“Capital

Stock” means, for any entity, any and all shares, interests, rights to purchase, warrants, options, participations or

other equivalents of or interests in (however designated) stock issued by that entity, but shall not include any debt securities

convertible into or exchangeable for any securities otherwise constituting Capital Stock pursuant to this definition.

“Cash

Percentage” shall have the meaning specified in Section 14.02(a)(i).

“Clause

A Distribution” shall have the meaning specified in Section 14.04(c).

“Clause

B Distribution” shall have the meaning specified in Section 14.04(c).

“Clause

C Distribution” shall have the meaning specified in Section 14.04(c).

“Class

A Common Stock” means the Class A Common Stock of the Company, par value $0.01 per share, at the date of this Indenture,

subject to Section 14.07.

“close

of business” means 5:00 p.m. (New York City time).

“Commission”

means the U.S. Securities and Exchange Commission.

“Common

Equity” of any Person means Capital Stock of such Person that is generally entitled (a) to vote in the election of directors

of such Person or (b) if such Person is not a corporation, to vote or otherwise participate in the selection of the governing

body, partners, managers or others that will control the management or policies of such Person.

“Company”

shall have the meaning specified in the first paragraph of this Indenture, and subject to the provisions of Article 11, shall

include its successors and assigns.

“Company

Order” means a written order of the Company signed by any of its Officers and delivered to the Trustee.

“Conversion

Agent” shall have the meaning specified in Section 4.02.

“Conversion

Consideration” shall have the meaning specified in Section 14.12(a).

“Conversion

Date” shall have the meaning specified in Section 14.02(c).

“Conversion

Obligation” shall have the meaning specified in Section 14.01(a).

“Conversion

Price” means as of any time, $1,000, divided by the Conversion Rate as of such time.

“Conversion

Rate” shall have the meaning specified in Section 14.01(a).

“Corporate

Event” shall have the meaning specified in Section 14.01(b)(iii).

“Corporate

Trust Office” means the designated office of the Trustee at which at any time its corporate trust business with respect

to this Indenture shall be administered, which office at the date hereof is located at U.S. Bank Trust Company, National Association,

1255 Corporate Drive, 6th Floor, Irving, Texas 75038, Attention: Liberty Energy Inc. Administrator , or such other

address as the Trustee may designate from time to time by notice to the Holders and the Company, or the designated corporate trust

office of any successor trustee (or such other address as such successor trustee may designate from time to time by notice to

the Holders and the Company).

“Credit

Agreement” means that certain Credit Agreement, dated as of July 24, 2025, by and among the Company, as parent guarantor,

Liberty Energy Services LLC, Freedom Proppant LLC, Liberty Power Innovations LLC, LOS Leasing Company LLC, Liberty Advanced Equipment

Technologies LLC and Proppant Express Solutions, LLC, as borrowers, and JPMorgan Chase Bank, N.A., as administrative agent, sole

book runner and joint lead arranger, and certain other lenders party thereto, including any related notes, guarantees, collateral

documents, instruments and agreements executed in connection therewith, as amended, restated, supplemented, modified, renewed,

refunded, replaced (whether at maturity or thereafter) or refinanced from time to time in one or more agreements or indentures

(in each case with the same or new lenders or institutional investors), including any agreement adding or changing the borrower

or guarantor or extending the maturity thereof or otherwise restructuring all or any portion of the Indebtedness thereunder or

increasing the amount loaned or issued thereunder or altering the maturity thereof.

“Custodian”

means the Trustee, as custodian for The Depository Trust Company, with respect to the Global Notes, or any successor entity thereto.

“Daily

Conversion Value” means, for each of the 20 consecutive Trading Days during the relevant Observation Period, one-twentieth

(1/20th) of the product of (a) the Conversion Rate on such Trading Day and (b) the Daily VWAP for such Trading Day.

“Daily

Net Settlement Amount” means, for each of the 20 consecutive Trading Days during the relevant Observation Period:

(a)

if the Company does not elect a Cash Percentage or validly elects a Cash Percentage of 0% as set forth herein, a number

of shares of the Class A Common Stock equal to (i) the difference between the Daily Conversion Value and $50, divided by (ii)

the Daily VWAP for such Trading Day;

(b)

if the Company elects a Cash Percentage of 100% as set forth herein, cash in an amount equal to the difference between

the Daily Conversion Value and $50; or

(c)

if the Company elects a Cash Percentage of less than 100% but greater than 0% as set forth herein, (i) cash equal to the

product of (x) the difference between the Daily Conversion Value and $50 and (y) the Cash Percentage, plus (ii) a number

of shares of Class A Common Stock equal to the product of (x) (A) the difference between the Daily Conversion Value and $50, divided

by (B) the Daily VWAP for such Trading Day and (y) 100% minus the Cash Percentage.

“Daily

Settlement Amount,” for each of the 20 consecutive Trading Days during the relevant Observation Period, shall consist

of:

(a)

cash in an amount equal to the lesser of (i) $50 and (ii) the Daily Conversion Value on such Trading Day; and

(b)

if the Daily Conversion Value on such Trading Day exceeds $50, the Daily Net Settlement Amount.

“Daily

VWAP” means, for each of the 20 consecutive Trading Days during the relevant Observation Period, the per share volume-weighted

average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page “LBRT <equity> AQR”

(or its equivalent successor if such page is not available) in respect of the period from the scheduled open of trading until

the scheduled close of trading of the primary trading session on such Trading Day (or if such volume-weighted average price is

unavailable, the market value of one share of the Class A Common Stock on such Trading Day determined, using a volume-weighted

average method, by a nationally recognized independent investment banking firm retained for this purpose by the Company). The

“Daily VWAP” shall be determined without regard to after-hours trading or any other trading outside of the

regular trading session trading hours.

“De-Legending

Deadline Date” means, with respect to the Notes or any additional Notes issued pursuant to Section 2.10, the 380th day

after the Last Date of Original Issuance of such Notes or additional Notes, as applicable; provided that if such 380th

day is after a Special Interest Record Date and on or before the immediately succeeding Special Interest Payment Date, then the

“De-Legending Deadline Date” will instead be the Business Day immediately after such Special Interest Payment

Date.

“Deemed

Redemption” shall have the meaning specified in Section 14.01(b)(v).

“Default”

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

“Defaulted

Amounts” means any amounts on any Note (including, without limitation, the Redemption Price, the Fundamental Change

Repurchase Price, principal and interest) that are payable but are not punctually paid or duly provided for.

“Depositary”

means, with respect to each Global Note, the Person specified in Section 2.05(c) as the Depositary with respect to such Notes,

until a successor shall have been appointed and become such pursuant to the applicable provisions of this Indenture, and thereafter,

“Depositary” shall mean or include such successor.

“Designated

Financial Institution” shall have the meaning specified in Section 14.12(a).

“Distributed

Property” shall have the meaning specified in Section 14.04(c).

“Effective

Date” shall have the meaning specified in Section 14.03(c), except that, as used in Section 14.04 and Section 14.05,

“Effective Date” means the first date on which shares of the Class A Common Stock trade on the applicable exchange

or in the applicable market, regular way, reflecting the relevant share split or share combination, as applicable. For the avoidance

of doubt, any alternative trading convention on the applicable exchange or market in respect of shares of the Class A Common Stock

under a separate ticker symbol or CUSIP number will not be considered “regular way” for this purpose.

“Equity

Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any

debt security that is convertible into, or exchangeable for, any combination of Equity Interests and/or cash).

“Event

of Default” shall have the meaning specified in Section 6.01.

“Ex-Dividend

Date” means the first date on which shares of the Class A Common Stock trade on the applicable exchange or in the applicable

market, regular way, without the right to receive the issuance, dividend or distribution in question, from the Company or, if

applicable, from the seller of Class A Common Stock on such exchange or market (in the form of due bills or otherwise) as determined

by such exchange or market. For the avoidance of doubt, any alternative trading convention on the applicable exchange or market

in respect of shares of the Class A Common Stock under a separate ticker symbol or CUSIP number will not be considered “regular

way” for this purpose.

“Exchange

Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Exchange

Election” shall have the meaning specified in Section 14.12(a).

“Exempted

Fundamental Change” shall have the meaning specified in Section 15.02(f).

“Form

of Assignment and Transfer” means the “Form of Assignment and Transfer” attached as Attachment 3 to the

Form of Note attached hereto as Exhibit A.

“Form

of Fundamental Change Repurchase Notice” means the “Form of Fundamental Change Repurchase Notice” attached

as Attachment 2 to the Form of Note attached hereto as Exhibit A.

“Form

of Note” means the “Form of Note” attached hereto as Exhibit A.

“Form

of Notice of Conversion” means the “Form of Notice of Conversion” attached as Attachment 1 to the Form of

Note attached hereto as Exhibit A.

“Fundamental

Change” shall be deemed to have occurred at the time after the Notes are originally issued if any of the following occurs:

(a)

except in connection with transactions described in clause (b) below, a “person” or “group” within

the meaning of Section 13(d) of the Exchange Act, other than the Company, its direct or indirect Wholly Owned Subsidiaries and

the employee benefit plans of the Company and its Wholly Owned Subsidiaries, has become and files a Schedule TO (or any successor

schedule, form or report) or any schedule, form or report under the Exchange Act that discloses that such person or group has

become the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of the Company’s

Common Equity representing more than 50% of the voting power of the Company’s Common Equity, unless such beneficial ownership

arises solely as a result of a revocable proxy delivered in response to a public proxy or consent solicitation made pursuant to

the applicable rules and regulations under the Exchange Act and is not also then reportable on Schedule 13D or Schedule 13G (or

any successor schedule) under the Exchange Act regardless of whether such a filing has actually been made; provided that

no person or group shall be deemed to be the beneficial owner of any securities tendered pursuant to a tender or exchange offer

made by or on behalf of such “person” or “group” until such tendered securities are accepted for purchase

or exchange under such offer;

(b)

the consummation of (A) any recapitalization, reclassification or change of the Class A Common Stock (other than a change

to par value, or from par value to no par value, or changes resulting from a subdivision or combination) as a result of which

the Class A Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets; (B) any

share exchange, consolidation or merger of the Company pursuant to which the Class A Common Stock will be converted into cash,

securities or other property or assets; or (C) any sale, lease or other transfer in one transaction or a series of transactions

of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person other

than one or more of the Company’s direct or indirect Wholly Owned Subsidiaries; provided, however, that (i)

a transaction described in clause (A) or clause (B) in which the holders of all classes of the Company’s Common Equity immediately

prior to such transaction own, directly or indirectly, more than 50% of all classes of Common Equity of the continuing or surviving

corporation or transferee or the parent thereof immediately after such transaction in substantially the same proportions (relative

to each other) as such ownership immediately prior to such transaction shall not be a Fundamental Change pursuant to this clause

(b), nor (ii) any merger of us solely for the purpose of changing the Company’s jurisdiction of incorporation that results

in a reclassification, conversion or exchange of outstanding shares of Class A Common Stock solely into shares of common stock

of the surviving entity shall be a fundamental change pursuant to this clause (b);

(c)

the stockholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company; or

(d)

the Class A Common Stock (or other common stock underlying the Notes) ceases to be listed or quoted on any of the New York

Stock Exchange, the Nasdaq Global Select Market or the Nasdaq Global Market (or any of their respective successors);

provided,

however, that a transaction or transactions described in clause (b) above shall not constitute a Fundamental Change, if

at least 90% of the consideration received or to be received by the Class A Common Stock stockholders of the Company, excluding

cash payments for fractional shares and cash payments made in respect of dissenters’ appraisal rights, in connection with

such transaction or transactions consists of shares of Class A Common Stock that are listed or quoted on any of the New York Stock

Exchange, the Nasdaq Global Select Market or the Nasdaq Global Market (or any of their respective successors) or will be so listed

or quoted when issued or exchanged in connection with such transaction or transactions and as a result of such transaction or

transactions the Notes become convertible into such consideration, excluding cash payments for fractional shares and cash payments

made in respect of dissenters’ appraisal rights (subject to the provisions of Section 14.02(a)). If any transaction in which

the Class A Common Stock is replaced by the common stock or other Common Equity of another entity occurs, following completion

of any related Make-Whole Fundamental Change Period (or, in the case of a transaction that would have been a Fundamental Change

or a Make-Whole Fundamental Change but for the proviso immediately following clause (d) of this definition, following the effective

date of such transaction), references to the Company in this definition shall instead be references to such other entity.

“Fundamental

Change Company Notice” shall have the meaning specified in Section 15.02(c).

“Fundamental

Change Repurchase Date” shall have the meaning specified in Section 15.02(a).

“Fundamental

Change Repurchase Notice” shall have the meaning specified in Section 15.02(b)(i).

“Fundamental

Change Repurchase Price” shall have the meaning specified in Section 15.02(a).

The

terms “given”, “mailed”, “notify” or “sent” with respect

to any notice to be given to a Holder pursuant to this Indenture, shall mean notice (x) given to the Depositary (or its designee)

pursuant to the standing instructions from the Depositary or its designee, including by electronic mail in accordance with accepted

practices or procedures at the Depositary (in the case of a Global Note) or (y) mailed to such Holder by first class mail, postage

prepaid, at its address as it appears on the Note Register (in the case of a Physical Note), in each case, in accordance with

Section 17.03. Notice so “given” shall be deemed to include any notice to be “mailed” or “delivered,”

as applicable, under this Indenture.

“Global

Note” shall have the meaning specified in Section 2.05(b).

“Holder,”

as applied to any Note, or other similar terms (but excluding the term “beneficial holder”), means any Person in whose

name at the time a particular Note is registered on the Note Register.

“Indenture”

means this instrument as originally executed or, if amended or supplemented as herein provided, as so amended or supplemented.

“Initial

Dividend Threshold” means $0.09 per share.

“Initial

Purchasers” means Goldman Sachs & Co. and J.P. Morgan Securities, LLC and the several other initial purchasers named

in Schedule I to the Purchase Agreement.

“Last

Date of Original Issuance” means (a) with respect to any Notes issued pursuant to the Purchase Agreement, and any Notes

issued in exchange therefor or in substitution thereof, the later of (i) the date the Company first issues such Notes and (ii)

the last date any Notes are originally issued pursuant to the exercise of the Initial Purchasers’ option to purchase additional

Notes as set forth in the Purchase Agreement; and (b) with respect to any additional Notes issued pursuant to Section 2.10, and

any Notes issued in exchange therefor or in substitution thereof, either (i) the later of (x) the date such Notes are originally

issued and (y) the last date any Notes are originally issued as part of the same offering pursuant to the exercise of an option

granted to the initial purchaser(s) of such Notes to purchase additional Notes; or (ii) such other date as is specified in an

Officer’s Certificate delivered to the Trustee before the original issuance of such Notes.

“Last

Reported Sale Price” of the Class A Common Stock (or any other security for which a closing sale price must be determined)

on any date means the closing sale price per share (or if no closing sale price is reported, the average of the bid and ask prices

or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported in composite

transactions for the principal U.S. national or regional securities exchange on which the Class A Common Stock (or such other

security) is traded. If the Class A Common Stock (or such other security) is not listed for trading on a U.S. national or regional

securities exchange on the relevant date, the “Last Reported Sale Price” shall be the last quoted bid price

for the Class A Common Stock (or such other security) in the over-the-counter market on the relevant date as reported by OTC Markets

Group Inc. or a similar organization. If the Class A Common Stock (or such other security) is not so quoted, the “Last

Reported Sale Price” shall be the average of the mid-point of the last bid and ask prices for the Class A Common Stock

(or such other security) on the relevant date from each of at least three nationally recognized independent investment banking

firms selected by the Company for this purpose. The “Last Reported Sale Price” shall be determined without

regard to after-hours trading or any other trading outside of regular trading session hours.

“Make-Whole

Fundamental Change” means any transaction or event that constitutes a Fundamental Change (as defined above and determined

after giving effect to any exceptions to or exclusions from such definition, but without regard to the proviso in clause

(b) of the definition thereof).

“Make-Whole

Fundamental Change Period” shall have the meaning specified in Section 14.03(a).

“Market

Disruption Event” means, for the purposes of determining amounts due upon conversion (a) a failure by the primary U.S.

national or regional securities exchange or market on which the Class A Common Stock is listed or admitted for trading to open

for trading during its regular trading session or (b) the occurrence or existence prior to 1:00 p.m., New York City time, on any

Scheduled Trading Day for the Class A Common Stock for more than one half-hour period in the aggregate during regular trading

hours of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant

stock exchange or otherwise) in the Class A Common Stock or in any options contracts or futures contracts relating to the Class

A Common Stock.

“Maturity

Date” means March 1, 2032.

“Measurement

Period” shall have the meaning specified in Section 14.01(b)(i).

“Note”

or “Notes” shall have the meaning specified in the first paragraph of the recitals of this Indenture.

“Note

Registrar” shall have the meaning specified in Section 2.05(a).

“Notice”

shall have the meaning specified in Section 17.11.

“Notice

of Conversion” shall have the meaning specified in Section 14.02(b).

“Notice

of Redemption” shall have the meaning specified in Section 16.02(a).

“Observation

Period” with respect to any Note surrendered for conversion means: (i) subject to clause (ii), if the relevant Conversion

Date occurs prior to December 1, 2031, the 20 consecutive Trading Day period beginning on, and including, the second Trading Day

immediately succeeding such Conversion Date; (ii) if the relevant Conversion Date occurs on or after the date of the Company’s

issuance of a Notice of Redemption with respect to the Notes and prior to the related Redemption Date, the 20 consecutive Trading

Days beginning on, and including, the 21st Scheduled Trading Day immediately preceding such Redemption Date; and (iii) subject

to clause (ii), if the relevant Conversion Date occurs on or after December 1, 2031, the 20 consecutive Trading Days beginning

on, and including, the 21st Scheduled Trading Day immediately preceding the Maturity Date.

“Offering

Memorandum” means the preliminary offering memorandum dated March 25, 2026, as supplemented by the related pricing

term sheet dated March 25, 2026, relating to the offering and sale of the Notes.

“Officer”

means, with respect to the Company, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial

Officer, the Chief Accounting Officer, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or

the Secretary, the most senior financial officer from time to time, or any equivalent, of the Company.

“Officer’s

Certificate,” when used with respect to the Company, means a certificate that is delivered to the Trustee and that is

signed by any Officer of the Company. Each such certificate shall include the statements provided for in Section 17.05 if and

to the extent required by the provisions of such Section. The Officer giving an Officer’s Certificate pursuant to Section

4.08 shall be the principal executive, financial or accounting officer of the Company.

“open

of business” means 9:00 a.m. (New York City time).

“Opinion

of Counsel” means an opinion in writing signed by legal counsel, who may be an employee of or counsel to the Company,

or other counsel who is reasonably acceptable to the Trustee, which opinion may contain customary exceptions and qualifications

as to the matters set forth therein, that is delivered to the Trustee. Each such opinion shall include the statements provided

for in Section 17.05 if and to the extent required by the provisions of such Section 17.05.

“Optional

Redemption” shall have the meaning specified in Section 16.01.

“outstanding,”

when used with reference to Notes, shall, subject to the provisions of Section 8.04, mean, as of any particular time, all Notes

authenticated and delivered by the Trustee under this Indenture, except:

(a)

Notes theretofore canceled by the Trustee or accepted by the Trustee for cancellation;

(b)

Notes, or portions thereof, that have become due and payable and in respect of which monies in the necessary amount shall

have been deposited in trust with the Trustee or with any Paying Agent (other than the Company) or shall have been set aside and

segregated in trust by the Company (if the Company shall act as its own Paying Agent);

(c)

Notes that have been paid pursuant to the second paragraph of Section 2.06 or Notes in lieu of which, or in substitution

for which, other Notes shall have been authenticated and delivered pursuant to the terms of Section 2.06 unless proof satisfactory

to the Trustee is presented that any such Notes are held by protected purchasers in due course;

(d)

Notes converted pursuant to Article 14 and required to be cancelled pursuant to Section 2.08; and

(e)

Notes redeemed pursuant to Article 16.

“Paying

Agent” shall have the meaning specified in Section 4.02.

“Person”

means an individual, a corporation, a limited liability company, an association, a partnership, a joint venture, a joint stock

company, a trust, an unincorporated organization or a government or an agency or a political subdivision thereof.

“Physical

Notes” means permanent certificated Notes in registered form issued in denominations of $1,000 principal amount and

integral multiples thereof.

“Predecessor

Note” of any particular Note means every previous Note evidencing all or a portion of the same debt as that evidenced

by such particular Note; and, for the purposes of this definition, any Note authenticated and delivered under Section 2.06 in

lieu of or in exchange for a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated,

lost, destroyed or stolen Note that it replaces.

“Purchase

Agreement” means that certain Purchase Agreement, dated March 25, 2026, among the Company and Goldman Sachs &

Co. LLC and J.P. Morgan Securities LLC, as representatives of the several initial purchasers named in Schedule I thereto.

“Redemption

Date” shall have the meaning specified in Section 16.02(a).

“Redemption

Period” means, with respect to any Optional Redemption, the period from, and including, the date on which the Company

delivers a Notice of Redemption for such Optional Redemption until the close of business on the second Scheduled Trading Day immediately

preceding the related Redemption Date (or, if the Company defaults in the payment of the Redemption Price, such later date on

which the Redemption Price has been paid or duly provided for).

“Redemption

Price” means, for any Notes to be redeemed pursuant to Section 16.01, 100% of the principal amount of such Notes, plus

accrued and unpaid interest, if any, to, but excluding, the Redemption Date (unless the Redemption Date falls after a Special

Interest Record Date but on or prior to the immediately succeeding Special Interest Payment Date, in which case any interest accrued

to the Special Interest Payment Date will be paid by the Company, on or, at the Company’s election, before such Special

Interest Payment Date, to Holders of record of such Notes as of the close of business on such Special Interest Record Date, and

the Redemption Price will be equal to 100% of the principal amount of such Notes).

“Reference

Property” shall have the meaning specified in Section 14.07(a).

“Resale

Restriction Termination Date” shall have the meaning specified in Section 2.05(c).

“Responsible

Officer” means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee

(or any successor group of the Trustee), including any Vice President, assistant secretary, assistant treasurer, trust officer,

assistant trust officer or assistant controller assigned to the corporate trust office, or any other officer of the Trustee customarily

performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular

corporate trust matter, any other officer to whom any corporate trust matter is referred because of such person’s knowledge

of and familiarity with the particular subject, and, in each case, who shall have direct responsibility for the administration

of this Indenture.

“Restricted

Securities” shall have the meaning specified in Section 2.05(c).

“Restricted

Subsidiary” means any Subsidiary that is not an Unrestricted Subsidiary.

“Restrictive

Notes Legend” shall have the meaning specified in Section 2.05(c).

“Rule

144” means Rule 144 as promulgated under the Securities Act.

“Rule

144A” means Rule 144A as promulgated under the Securities Act.

“Scheduled

Trading Day” means a day that is scheduled to be a Trading Day on the principal U.S. national or regional securities

exchange or market on which the Class A Common Stock is listed or admitted for trading. If the Class A Common Stock is not so

listed or admitted for trading, “Scheduled Trading Day” means a Business Day.

“Securities

Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Settlement

Notice” has the meaning specified in Section 14.02(a)(ii).

“Share

Exchange Event” shall have the meaning specified in Section 14.07(a).

“Significant

Subsidiary” means a Restricted Subsidiary of the Company that is a “significant subsidiary” as defined under

clauses (1) or (2) of Article 1, Rule 1-02(w) of Regulation S-X promulgated by the Commission, as such Regulation is in effect

on the date hereof.

“Special

Interest” means all amounts, if any, payable pursuant to Section 4.06(d), Section 4.06(e) and Section 6.03, as applicable

“Special

Interest Payment Date” means, if and to the extent that Special Interest is payable on the Notes, each March 1 and September

1 of each year, beginning on September 1, 2026.

“Special

Interest Record Date,” with respect to any Special Interest Payment Date, means the February 15 or August 15 (whether

or not such day is a Business Day) immediately preceding the applicable March 1 or September 1 Special Interest Payment Date,

respectively.

“Spin-Off”

shall have the meaning specified in Section 14.04(c).

“Stock

Price” shall have the meaning specified in Section 14.03(c).

“Subsidiary”

means, with respect to any Person, any corporation, association, partnership or other business entity of which more than 50% of

the total voting power of shares of Capital Stock or other interests (including partnership interests) entitled (without regard

to the occurrence of any contingency) to vote in the election of directors, managers, general partners or trustees thereof is

at the time owned or controlled, directly or indirectly, by (i) such Person; (ii) such Person and one or more Subsidiaries of

such Person; or (iii) one or more Subsidiaries of such Person.

“Successor

Company” shall have the meaning specified in Section 11.01(a).

“Trading

Day” means, except for determining amounts due upon conversion, a day on which (i) trading in the Class A Common Stock

(or other security for which a closing sale price must be determined) generally occurs on the New York Stock Exchange or, if the

Class A Common Stock (or such other security) is not then listed on the New York Stock Exchange, on the principal other U.S. national

or regional securities exchange on which the Class A Common Stock (or such other security) is then listed or, if the Class A Common

Stock (or such other security) is not then listed on a U.S. national or regional securities exchange, on the principal other market

on which the Class A Common Stock (or such other security) is then traded and (ii) a Last Reported Sale Price for the Class A

Common Stock (or closing sale price for such other security) is available on such securities exchange or market; provided that

if the Class A Common Stock (or such other security) is not so listed or traded, “Trading Day” means a Business

Day; and provided further that, for purposes of determining amounts due upon conversion only, “Trading Day”

means a day on which (x) there is no Market Disruption Event and (y) trading in the Class A Common Stock generally occurs on the

New York Stock Exchange or, if the Class A Common Stock is not then listed on the New York Stock Exchange, on the principal other

U.S. national or regional securities exchange on which the Class A Common Stock is then listed or, if the Class A Common Stock

is not then listed on a U.S. national or regional securities exchange, on the principal other market on which the Class A Common

Stock is then listed or admitted for trading, except that if the Class A Common Stock is not so listed or admitted for trading,

“Trading Day” means a Business Day.

“Trading

Price” of the Notes on any date of determination means the average of the secondary market bid quotations obtained by

the Bid Solicitation Agent for $5,000,000 principal amount of Notes at approximately 3:30 p.m., New York City time, on such determination

date from three independent nationally recognized securities dealers the Company selects for this purpose; provided that

if three such bids cannot reasonably be obtained by the Bid Solicitation Agent but two such bids are obtained, then the average

of the two bids shall be used, and if only one such bid can reasonably be obtained by the Bid Solicitation Agent, that one bid

shall be used. If, on any determination date, the Bid Solicitation Agent cannot reasonably obtain at least one bid for $5,000,000

principal amount of Notes from a nationally recognized securities dealer, then the Trading Price per $1,000 principal amount of

Notes on such determination date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Class

A Common Stock and the Conversion Rate.

“transfer”

shall have the meaning specified in Section 2.05(c).

“Trigger

Event” shall have the meaning specified in Section 14.04(c).

“Trust

Indenture Act” means the Trust Indenture Act of 1939, as amended, as it was in force at the date of execution of this

Indenture; provided, however, that in the event the Trust Indenture Act of 1939 is amended after the date hereof,

the term “Trust Indenture Act” shall mean, to the extent required by such amendment, the Trust Indenture Act of 1939,

as so amended.

“Trustee”

means the Person named as the “Trustee” in the first paragraph of this Indenture until a successor trustee

shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall

mean or include each Person who is then a Trustee hereunder.

“unit

of Reference Property” shall have the meaning specified in Section 14.07(a).

“Unrestricted

Subsidiary” means, collectively, (a) LOS Canada Holdings Inc. and LOS Canada Operations ULC, (b) any Significant Subsidiary

that is formed, registered or organized outside of the United States and (c) any Significant Subsidiary that is also an “unrestricted

subsidiary” under the Credit Agreement, and (d) each Subsidiary substantially all of the assets of which consist of Equity

Interests in one or more Subsidiaries described in clauses (a) and (b) of this definition; provided that, so long as no

Default or Event of Default has occurred and is continuing or shall result therefrom, the Company shall be permitted to designate

any such Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Trustee specifying that such Unrestricted

Subsidiary shall be deemed a Restricted Subsidiary effective as of the date of such written notice.

“Valuation

Period” shall have the meaning specified in Section 14.04(c).

“Wholly

Owned Subsidiary” means, with respect to any Person, any Subsidiary of such Person, except that, solely for purposes

of this definition, the reference to “more than 50%” in the definition of “Subsidiary” shall be deemed

replaced by a reference to “100%,” the calculation of which shall exclude nominal amounts of the voting power of shares

of Capital Stock or other interests in the relevant Subsidiary not held by such person to the extent required to satisfy local

minority interest requirements outside of the United States.

Section

1.02 References to Interest.

Unless the context otherwise requires, any reference to interest on, or in respect of, any Note in this Indenture shall be

deemed to refer solely to Special Interest (if, in such context, Special Interest is, was or would be payable pursuant to any

of Section 4.06(d), Section 4.06(e) and Section 6.03) and/or to any interest payable on any Defaulted Amounts as set forth in

Section 2.03(c).

Article

Issue,

Description, Execution,

Registration and Exchange of Notes

Section

2.01 Designation and Amount.

The Notes shall be designated as the “0.00% Convertible Senior Notes due 2032.” The aggregate principal amount

of Notes that may be authenticated and delivered under this Indenture is initially limited to $525,000,000, subject to Section

2.10 and except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of other

Notes to the extent expressly permitted hereunder.

Section

2.02 Form of Notes. The

Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the respective

forms set forth in Exhibit A, the terms and provisions of which shall constitute, and are hereby expressly incorporated in and

made a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this

Indenture, expressly agree to such terms and provisions and to be bound thereby. In the case of any conflict between this Indenture

and a Note, the provisions of this Indenture shall control and govern to the extent of such conflict.

Any

Global Note may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent

with the provisions of this Indenture as may be required by the Custodian or the Depositary, or as may be required to comply with

any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange or automated quotation

system upon which the Notes may be listed or traded or designated for issuance or to conform with any usage with respect thereto,

or to indicate any special limitations or restrictions to which any particular Notes are subject.

Any

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

Officer executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent

with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant

thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed

or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular

Notes are subject.

Each

Global Note shall represent such principal amount of the outstanding Notes as shall be specified therein and shall provide that

it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate

principal amount of outstanding Notes represented thereby may from time to time be increased or reduced to reflect redemptions,

repurchases, cancellations, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect

the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or

the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance

with this Indenture. Payment of principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable)

of, and any accrued and unpaid interest on, a Global Note shall be made to the Holder of such Note on the date of payment, unless

a record date or other means of determining Holders eligible to receive payment is provided for herein.

Section

2.03 Date and Denomination

of Notes; Special Interest and Defaulted Amounts.

(a)

The Notes shall be issuable in registered form without coupons in minimum denominations of $1,000 principal amount and

integral multiples thereof. Each Note shall be dated the date of its authentication and shall not bear regular interest, and the

principal amount of the Notes shall not accrete. Special Interest on the Notes, if any, shall be computed on the basis of a 360-day

year composed of twelve 30-day months and, for partial months, on the basis of the number of days actually elapsed in a 30-day

month.

(b)

The Person in whose name any Note (or its Predecessor Note) is registered on the Note Register at the close of business

on any Special Interest Record Date with respect to any Special Interest Payment Date shall be entitled to receive any Special

Interest payable on such Special Interest Payment Date. The principal amount of any Note (x) in the case of any Physical Note,

shall be payable at the office or agency of the Company maintained by the Company for such purposes in the contiguous United States

of America, which shall initially be the Corporate Trust Office and (y) in the case of any Global Note, shall be payable by wire

transfer of immediately available funds to the account of the Depositary or its nominee. The Company shall pay, or cause the Paying

Agent to pay, any Special Interest (i) on any Physical Notes (A) to Holders holding Physical Notes having an aggregate principal

amount of $5,000,000 or less, by check mailed to the Holders of these Notes at their address as it appears in the Note Register

and (B) to Holders holding Physical Notes having an aggregate principal amount of more than $5,000,000, either by check mailed

to each such Holder or, upon written application by such a Holder to the Note Registrar not later than the relevant Special Interest

Record Date, by wire transfer in immediately available funds to that Holder’s U.S. dollar account within the contiguous

United States if such Holder has provided the Company, the Trustee or the Paying Agent (if other than the Trustee) with the requisite

information necessary to make such wire transfer, which application shall remain in effect until the Holder notifies, in writing,

the Note Registrar to the contrary or (ii) on any Global Note by wire transfer of immediately available funds to the account of

the Depositary or its nominee. To be timely, a written request referred to in clause (i) above must be delivered no later than

the close of business on the following date, with respect to the payment of any Special Interest due on an Special Interest Payment

Date, the immediately preceding record date.

(c)

Any Defaulted Amounts shall forthwith cease to be payable to the Holder on the relevant payment date and shall not accrue

interest unless Special Interest was payable pursuant to this Indenture on the relevant payment date, in which case such Defaulted

Amounts shall accrue interest per annum at the then-applicable Special Interest rate borne by the Notes, subject to the enforceability

thereof under applicable law, from, and including, such relevant payment date, and such Defaulted Amounts together with any such

interest thereon shall be paid by the Company, at its election in each case, as provided in clause (i) or (ii) below:

(i)

The Company may elect to make payment of any Defaulted Amounts to the Persons in whose names the Notes (or their respective

Predecessor Notes) are registered at the close of business on a special record date for the payment of such Defaulted Amounts,

which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of the Defaulted Amounts

proposed to be paid on each Note and the date of the proposed payment (which shall be not less than 25 days after the receipt

by the Trustee of such notice, unless the Trustee shall consent to an earlier date), and at the same time the Company shall deposit

with the Trustee an amount of money equal to the aggregate amount to be paid in respect of such Defaulted Amounts or shall make

arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when deposited

to be held in trust for the benefit of the Persons entitled to such Defaulted Amounts as in this clause provided. Thereupon the

Company shall fix a special record date for the payment of such Defaulted Amounts which shall be not more than 15 days and not

less than 10 days prior to the date of the proposed payment, and not less than 10 days after the receipt by the Trustee of the

notice of the proposed payment (unless the Trustee shall consent to an earlier date). The Company shall promptly notify the Trustee

in writing of such special record date and the Trustee, in the name and at the expense of the Company, shall cause notice of the

proposed payment of such Defaulted Amounts and the special record date therefor to be delivered to each Holder not less than 10

days prior to such special record date. Notice of the proposed payment of such Defaulted Amounts and the special record date therefor

having been so delivered, such Defaulted Amounts shall be paid to the Persons in whose names the Notes (or their respective Predecessor

Notes) are registered at the close of business on such special record date and shall no longer be payable pursuant to the following

clause (ii) of this Section 2.03 (c).

(ii)

The Company may make payment of any Defaulted Amounts in any other lawful manner not inconsistent with the requirements

of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, and upon

such notice as may be required by such exchange or automated quotation system, if, after written notice given by the Company to

the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee.

(iii)

The Trustee shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Defaulted

Amounts, or with respect to the nature, extent, or calculation of the amount of Defaulted Amounts owed, or with respect to the

method employed in such calculation of the Defaulted Amounts.

Section

2.04 Execution, Authentication

and Delivery of Notes. The Notes shall be signed in the name and on behalf of the Company by the manual, facsimile or electronic

signature of its Chief Executive Officer, President, Chief Financial Officer, Treasurer, Secretary, Deputy Secretary or Controller.

any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the

Company to the Trustee for authentication, together with a Company Order (such Company Order to include the terms of the Notes)

for the authentication and delivery of such Notes, and the Trustee in accordance with such Company Order shall authenticate and

deliver such Notes, without any further action by the Company hereunder; provided that, subject to Section 17.05, the Trustee

shall receive an Officer’s Certificate and an Opinion of Counsel of the Company with respect to the issuance, authentication

and delivery of such Notes.

Only

such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the Form of Note attached

as Exhibit A hereto, executed manually or by facsimile by an authorized signatory of the Trustee (or an authenticating agent appointed

by the Trustee as provided by Section 17.10), shall be entitled to the benefits of this Indenture or be valid or obligatory for

any purpose. Such certificate by the Trustee (or such an authenticating agent) upon any Note executed by the Company shall be

conclusive evidence that the Note so authenticated has been duly authenticated and delivered hereunder and that the Holder is

entitled to the benefits of this Indenture.

case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed

shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Notes nevertheless may be authenticated

and delivered or disposed of as though the person who signed such Notes had not ceased to be such Officer of the Company; and

any Note may be signed on behalf of the Company by such persons as, at the actual date of the execution of such Note, shall be

the Officers of the Company, although at the date of the execution of this Indenture any such person was not such an Officer.

Section

2.05 Exchange and Registration

of Transfer of Notes; Restrictions on Transfer; Depositary.

(a) The

Company shall cause to be kept at the Corporate Trust Office a register (the register maintained in such office or in any other

office or agency of the Company designated pursuant to Section 4.02, the “Note Register”) in which, subject

to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of

Notes. Such register shall be in written form or in any form capable of being converted into written form within a reasonable

period of time. The Trustee is hereby initially appointed the “Note Registrar” for the purpose of registering

Notes and transfers of Notes as herein provided. The Company may appoint one or more co-Note Registrars in accordance with Section

4.02.

Upon

surrender for registration of transfer of any Note to the Note Registrar or any co-Note Registrar, and satisfaction of the requirements

for such transfer set forth in this Section 2.05, the Company shall execute, and the Trustee shall authenticate and deliver, in

the name of the designated transferee or transferees, one or more new Notes of any authorized denominations and of a like aggregate

principal amount and bearing such restrictive legends as may be required by this Indenture.

Notes

may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the

Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.02. Whenever any Notes are

so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that the Holder

making the exchange is entitled to receive, bearing registration numbers not contemporaneously outstanding.

All

Notes presented or surrendered for registration of transfer or for exchange, repurchase or conversion shall (if so required by

the Company, the Trustee, the Note Registrar or any co-Note Registrar) be duly endorsed, or be accompanied by a written instrument

or instruments of transfer in form satisfactory to the Company and duly executed, by the Holder thereof or its attorney-in-fact

duly authorized in writing.

service charge shall be imposed by the Company, the Trustee, the Note Registrar, any co-Note Registrar or the Paying Agent for

any exchange or registration of transfer of Notes, but the Company may require a Holder to pay a sum sufficient to cover any documentary,

stamp or similar issue or transfer tax required in connection therewith as a result of the name of the Holder of new Notes issued

upon such exchange or registration of transfer being different from the name of the Holder of the old Notes surrendered for exchange

or registration of transfer.

None

of the Company, the Trustee (including in its capacity as Paying Agent), the Note Registrar or any co-Note Registrar shall be

required to exchange for other Notes or register a transfer of (i) any Notes surrendered for conversion or, if a portion of any

Note is surrendered for conversion, such portion thereof surrendered for conversion, (ii) any Notes, or a portion of any Note,

surrendered for required repurchase upon a Fundamental Change (and not withdrawn) in accordance with Article 15 or (iii) any Notes

selected for redemption in accordance with Article 16, except the unredeemed portion of any Note being redeemed in part.

All

Notes issued upon any registration of transfer or exchange of Notes in accordance with this Indenture shall be the valid obligations

of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Notes surrendered upon

such registration of transfer or exchange.

(b)

So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, subject

to the fourth paragraph from the end of Section 2.05(c) all Notes shall be represented by one or more Notes in global form (each,

a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. Each Global Note

shall bear the legend required on a Global Note set forth in Exhibit A hereto. The transfer and exchange of beneficial interests

in a Global Note that does not involve the issuance of a Physical Note shall be effected through the Depositary (but not the Trustee

or the Custodian) in accordance with this Indenture (including the restrictions on transfer set forth herein) and the applicable

procedures of the Depositary therefor.

(c)

Every Note that bears or is required under this Section 2.05(c) to bear the Restrictive Notes Legend (together with any

Class A Common Stock issued upon conversion of the Notes that is required to bear the legend set forth in Section 2.05(d), collectively,

the “Restricted Securities”) shall be subject to the restrictions on transfer set forth in this Section 2.05(c)

(including the Restrictive Notes Legend set forth below), unless such restrictions on transfer shall be eliminated or otherwise

waived by written consent of the Company, and the Holder of each such Restricted Security, by such Holder’s acceptance thereof,

agrees to be bound by all such restrictions on transfer. As used in this Section 2.05(c) and Section 2.05(d), the term “transfer”

encompasses any sale, pledge, transfer or other disposition whatsoever of any Restricted Security.

Until

the date (the “Resale Restriction Termination Date”) that is the later of (1) the date that is one year after

the Last Date of Original Issuance of the Notes, or such shorter period of time as permitted by Rule 144 or any successor provision

thereto, and (2) such later date, if any, as may be required by applicable law, any certificate evidencing such Note (and all

securities issued in exchange therefor or substitution thereof, other than Class A Common Stock, if any, issued upon conversion

thereof, which shall bear the legend set forth in Section 2.05(d), if applicable) shall bear a legend in substantially the following

form (the “Restrictive Notes Legend”) (unless such Notes have been transferred pursuant to a registration statement

that has become or been declared effective under the Securities Act and that continues to be effective at the time of such transfer,

or sold pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities

Act, or unless otherwise agreed by the Company in writing, with notice thereof to the Trustee):

THIS

SECURITY AND THE CLASS A COMMON STOCK, IF ANY, ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES

ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED

EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:

(1)     REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER

THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND

(2)     AGREES FOR THE BENEFIT OF LIBERTY ENERGY INC. (THE “COMPANY”) THAT IT WIL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY AND THE CLASS A COMMON STOCK, IF ANY, ISSUABLE UPON CONVERSION OF THIS SECURITY, IF ANY, OR ANY BENEFICIAL INTEREST HEREIN OR THEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE LAST ORIGINAL ISSUE DATE HEREOF

OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THERETO AND (Y) SUCH

LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT:

(A)

TO THE COMPANY OR ANY SUBSIDIARY THEREOF, OR

(B)

PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, OR

(C)

TO A PERSON REASONABLY BELIEVED TO BE A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES

ACT, OR

(D)

PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION

FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

PRIOR

TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE (2)(D) ABOVE, THE COMPANY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE

THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER FOR THE COMPANY TO

DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.

NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

AFFILIATE (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY OR PERSON THAT HAS BEEN AN AFFILIATE (AS DEFINED IN

RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY DURING THE THREE IMMEDIATELY PRECEDING MONTHS MAY PURCHASE, OTHERWISE ACQUIRE

OR OWN THIS SECURITY OR A BENEFICIAL INTEREST THEREIN.

transfer of any Note prior to the Resale Restriction Termination Date will be registered by the Note Registrar unless the applicable

box on the Form of Assignment and Transfer has been checked.

Any

Note (or security issued in exchange or substitution therefor) (i) as to which such restrictions on transfer shall have expired

in accordance with their terms, (ii) that has been transferred pursuant to a registration statement that has become effective

or been declared effective under the Securities Act and that continues to be effective at the time of such transfer or (iii) that

has been sold pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the

Securities Act, may, upon surrender of such Note for exchange to the Note Registrar in accordance with the provisions of this

Section 2.05, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the Restrictive

Notes Legend required by this Section 2.05(c) and shall not be assigned a restricted CUSIP number. The Company shall be entitled

to instruct the Custodian in writing to so surrender any Global Note as to which any of the conditions set forth in clause (i)

through (iii) of the immediately preceding sentence have been satisfied, and, upon such instruction, the Custodian shall so surrender

such Global Note for exchange; and any new Global Note so exchanged therefor shall not bear the Restrictive Notes Legend specified

in this Section 2.05(c) and shall not be assigned a restricted CUSIP number. The Company shall promptly notify the Trustee in

writing upon the occurrence of the Resale Restriction Termination Date and promptly after a registration statement, if any, with

respect to the Notes or any Class A Common Stock issued upon conversion of the Notes has been declared effective under the Securities

Act.

Notwithstanding

any other provisions of this Indenture (other than the provisions set forth in this Section 2.05(c)), a Global Note may not be

transferred as a whole or in part except (i) by the Depositary to a nominee of the Depositary or by a nominee of the Depositary

to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a

nominee of such successor Depositary and (ii) for exchange of a Global Note or a portion thereof for one or more Physical Notes

in accordance with the second immediately succeeding paragraph.

The

Depositary shall be a clearing agency registered under the Exchange Act. The Company initially appoints The Depository Trust Company

to act as Depositary with respect to each Global Note. Initially, each Global Note shall be issued to the Depositary, registered

in the name of Cede & Co., as the nominee of the Depositary, and deposited with the Trustee as custodian for Cede & Co.

(i) the Depositary notifies the Company at any time that the Depositary is unwilling or unable to continue as depositary for the

Global Notes and a successor depositary is not appointed within 90 days, (ii) the Depositary ceases to be registered as a clearing

agency under the Exchange Act and a successor depositary is not appointed within 90 days or (iii) an Event of Default with respect

to the Notes has occurred and is continuing and, subject to the Depositary’s applicable procedures, a beneficial owner of

any Note requests that its beneficial interest therein be issued as a Physical Note, the Company shall execute, and the Trustee,

upon receipt of an Officer’s Certificate and a Company Order for the authentication and delivery of Notes, shall authenticate

and deliver (x) in the case of clause (iii), a Physical Note to such beneficial owner in a principal amount equal to the principal

amount of such Note corresponding to such beneficial owner’s beneficial interest and (y) in the case of clause (i) or (ii),

Physical Notes to each beneficial owner of the related Global Notes (or a portion thereof) in an aggregate principal amount equal

to the aggregate principal amount of such Global Notes in exchange for such Global Notes, and upon delivery of the Global Notes

to the Trustee such Global Notes shall be canceled.

Physical

Notes issued in exchange for all or a part of the Global Note pursuant to this Section 2.05(c) shall be registered in such names

and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise,

or, in the case of clause (iii) of the immediately preceding paragraph, the relevant beneficial owner, shall instruct the Trustee

in writing. Upon execution and authentication, the Trustee shall deliver such Physical Notes to the Persons in whose names such

Physical Notes are so registered.

such time as all interests in a Global Note have been converted, canceled, repurchased upon a Fundamental Change, redeemed or

transferred, such Global Note shall be, upon receipt thereof, canceled by the Trustee in accordance with standing procedures and

existing instructions between the Depositary and the Custodian. At any time prior to such cancellation, if any interest in a Global

Note is exchanged for Physical Notes, converted, canceled, repurchased upon a Fundamental Change, redeemed or transferred to a

transferee who receives Physical Notes therefor or any Physical Note is exchanged or transferred for part of such Global Note,

the principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing between the

Depositary and the Custodian, be appropriately reduced or increased, as the case may be, and an endorsement shall be made on such

Global Note, by the Trustee or the Custodian, at the direction of the Trustee, to reflect such reduction or increase.

None

of the Company, the Trustee or any agent of the Company or the Trustee shall have any responsibility or liability for any act

or omission of the Depositary or for the payment of amounts to owners of beneficial interest in a Global Note, for any aspect

of the records relating to or payments made on account of those interests by the Depositary, or for maintaining, supervising or

reviewing any records of the Depositary relating to those interests.

(d)

Until the Resale Restriction Termination Date, any stock certificate representing Class A Common Stock issued upon conversion

of a Note shall bear a legend in substantially the following form (unless such Class A Common Stock has been transferred pursuant

to a registration statement that has become or been declared effective under the Securities Act and that continues to be effective

at the time of such transfer, or pursuant to the exemption from registration provided by Rule 144 or any similar provision then

in force under the Securities Act, or such Class A Common Stock has been issued upon conversion of a Note that has been transferred

pursuant to a registration statement that has become or been declared effective under the Securities Act and that continues to

be effective at the time of such transfer, or pursuant to the exemption from registration provided by Rule 144 or any similar

provision then in force under the Securities Act, or unless otherwise agreed by the Company with written notice thereof to the

Trustee and any transfer agent for the Class A Common Stock):

THIS

SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY

NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF

OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:

(1)

REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE

MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT,

AND

(2)

AGREES FOR THE BENEFIT OF LIBERTY ENERGY INC. (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR

OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE

LAST ORIGINAL ISSUE DATE OF THE SERIES OF NOTES UPON THE CONVERSION OF WHICH THIS SECURITY WAS ISSUED OR SUCH SHORTER PERIOD OF

TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THERETO AND (Y) SUCH LATER DATE, IF ANY, AS

MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT:

(A)

TO THE COMPANY OR ANY SUBSIDIARY THEREOF, OR

(B)

PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, OR

(C)

TO A PERSON REASONABLY BELIEVED TO BE A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES

ACT, OR

(D)

PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION

FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

PRIOR

TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE (2)(D) ABOVE, THE COMPANY AND THE TRANSFER AGENT FOR THE COMPANY’S

CLASS A COMMON RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY

BE REQUIRED IN ORDER FOR THE COMPANY TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT

AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION

REQUIREMENTS OF THE SECURITIES ACT.

AFFILIATE (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY OR PERSON THAT HAS BEEN AN AFFILIATE (AS DEFINED IN

RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY DURING THE THREE IMMEDIATELY PRECEDING MONTHS MAY PURCHASE, OTHERWISE ACQUIRE

OR OWN THIS SECURITY OR A BENEFICIAL INTEREST THEREIN.

Any

such Class A Common Stock (i) as to which such restrictions on transfer shall have expired in accordance with their terms, (ii)

that has been transferred pursuant to a registration statement that has become or been declared effective under the Securities

Act and that continues to be effective at the time of such transfer or (iii) that has been sold pursuant to the exemption from

registration provided by Rule 144 or any similar provision then in force under the Securities Act, may, upon surrender of the

certificates representing such shares of Class A Common Stock for exchange in accordance with the procedures of the transfer agent

for the Class A Common Stock, be exchanged for a new certificate or certificates for a like aggregate number of shares of Class

A Common Stock, which shall not bear the restrictive legend required by this Section 2.05(d).

The

Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed

under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers

between or among Depositary participants or beneficial owners of interests in any Global Note) other than to require delivery

of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required

by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements

hereof.

(e) Any Note or Class A Common Stock issued upon the conversion or exchange of a Note that is repurchased or owned by the Company

or any Affiliate of the Company (or any Person who was an Affiliate of the Company at any time during the three months immediately

preceding) may not be resold by the Company or such Affiliate (or such Person, as the case may be) unless registered under the

Securities Act or resold pursuant to an exemption from the registration requirements of the Securities Act in a transaction that

results in such Note or Class A Common Stock, as the case may be, no longer being a “restricted security” (as defined

under Rule 144).

Section

2.06 Mutilated, Destroyed,

Lost or Stolen Notes. In case any Note shall become mutilated or be destroyed, lost or stolen, the Company in its discretion

may execute, and upon its written request the Trustee or an authenticating agent appointed by the Trustee shall authenticate and

deliver, a new Note, bearing a registration number not contemporaneously outstanding, in exchange and substitution for the mutilated

Note, or in lieu of and in substitution for the Note so destroyed, lost or stolen. In every case the applicant for a substituted

Note shall furnish to the Company, to the Trustee and, if applicable, to such authenticating agent such security or indemnity

as may be required by them to save each of them harmless from any loss, claim, liability, cost or expense caused by or connected

with such substitution, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Company, to

the Trustee and, if applicable, to such authenticating agent evidence to their satisfaction of the destruction, loss or theft

of such Note and of the ownership thereof.

The

Trustee or such authenticating agent may authenticate any such substituted Note and deliver the same upon the receipt of such

security or indemnity as the Trustee, the Company and, if applicable, such authenticating agent may require. No service charge

shall be imposed by the Company, the Trustee, the Note Registrar, any co-Note Registrar or the Paying Agent upon the issuance

of any substitute Note, but the Company may require a Holder to pay a sum sufficient to cover any documentary, stamp or similar

issue or transfer tax required in connection therewith as a result of the name of the Holder of the new substitute Note being

different from the name of the Holder of the old Note that became mutilated or was destroyed, lost or stolen. In case any Note

that has matured or is about to mature or has been surrendered for required repurchase upon a Fundamental Change or is about to

be converted in accordance with Article 14 shall become mutilated or be destroyed, lost or stolen, the Company may, in its sole

discretion, instead of issuing a substitute Note, pay or authorize the payment of or convert or authorize the conversion of the

same (without surrender thereof except in the case of a mutilated Note), as the case may be, if the applicant for such payment

or conversion shall furnish to the Company, to the Trustee and, if applicable, to such authenticating agent such security or indemnity

as may be required by them to save each of them harmless for any loss, claim, liability, cost or expense caused by or connected

with such substitution, and, in every case of destruction, loss or theft, evidence satisfactory to the Company, the Trustee and,

if applicable, any Paying Agent or Conversion Agent evidence of their satisfaction of the destruction, loss or theft of such Note

and of the ownership thereof.

Every

substitute Note issued pursuant to the provisions of this Section 2.06 by virtue of the fact that any Note is destroyed, lost

or stolen shall constitute an additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Note

shall be found at any time, and shall be entitled to all the benefits of (but shall be subject to all the limitations set forth

in) this Indenture equally and proportionately with any and all other Notes duly issued hereunder. To the extent permitted by

law, all Notes shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to

the replacement, payment, redemption, conversion or repurchase of mutilated, destroyed, lost or stolen Notes and shall preclude

any and all other rights or remedies notwithstanding any law or statute existing or hereafter enacted to the contrary with respect

to the replacement, payment, redemption, conversion or repurchase of negotiable instruments or other securities without their

surrender.

Section

2.07 Temporary Notes. Pending

the preparation of Physical Notes, the Company may execute and the Trustee or an authenticating agent appointed by the Trustee

shall, upon written request of the Company, authenticate and deliver temporary Notes (printed or lithographed). Temporary Notes

shall be issuable in any authorized denomination, and substantially in the form of the Physical Notes but with such omissions,

insertions and variations as may be appropriate for temporary Notes, all as may be determined by the Company. Every such temporary

Note shall be executed by the Company and authenticated by the Trustee or such authenticating agent upon the same conditions and

in substantially the same manner, and with the same effect, as the Physical Notes. Without unreasonable delay, the Company shall

execute and deliver to the Trustee or such authenticating agent Physical Notes (other than any Global Note) and thereupon any

or all temporary Notes (other than any Global Note) may be surrendered in exchange therefor, at each office or agency maintained

by the Company pursuant to Section 4.02 and the Trustee or such authenticating agent shall upon the written request of the Company,

authenticate and deliver in exchange for such temporary Notes an equal aggregate principal amount of Physical Notes. Such exchange

shall be made by the Company at its own expense and without any charge therefor. Until so exchanged, the temporary Notes shall

in all respects be entitled to the same benefits and subject to the same limitations under this Indenture as Physical Notes authenticated

and delivered hereunder.

Section

2.08 Cancellation of Notes

Paid, Converted, Etc. The Company shall cause all Notes surrendered for the purpose of payment at maturity, repurchase upon

a Fundamental Change, redemption, registration of transfer or exchange or conversion (other than any Notes exchanged pursuant

to Section 14.12), if surrendered to the Company or any of its agents or Subsidiaries, to be surrendered to the Trustee for cancellation

and such Notes shall no longer be considered outstanding under this Indenture upon the payment at maturity, repurchase upon a

Fundamental Change, redemption, registration of transfer or exchange or conversion (other than any Notes exchanged pursuant to

Section 14.12). All Notes delivered to the Trustee shall be canceled promptly by it in accordance with its customary procedures.

Except for any Notes surrendered for registration of transfer or exchange, or as otherwise expressly permitted by any of the provisions

of this Indenture, no Notes shall be authenticated in exchange for any Notes surrendered to the Trustee for cancellation. The

Trustee shall dispose of canceled Notes in accordance with its customary procedures and, after such disposition, shall deliver

evidence of such disposition to the Company, at the Company’s written request in a Company Order.

Section

2.09 CUSIP Numbers. The

Company in issuing the Notes may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use

“CUSIP” numbers in all notices issued to Holders as a convenience to such Holders; provided that the Trustee

shall have no liability for any defect in the “CUSIP” numbers as they appear on any Note, notice or elsewhere, and,

provided, further, that any such notice may state that no representation is made as to the correctness of such numbers

either as printed on the Notes or on such notice and that reliance may be placed only on the other identification numbers printed

on the Notes. The Company shall promptly notify the Trustee in writing of any change in the “CUSIP” numbers.

Section

2.10 Additional Notes; Repurchases.

The Company may, without the consent of, or notice to, the Holders and notwithstanding Section 2.01, reopen this Indenture

and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the

issue date, the issue price, interest, if any, accrued prior to the issue date of such additional Notes and, if applicable, restrictions

on transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such

additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes,

such additional Notes shall have one or more separate CUSIP numbers. Prior to the issuance of any such additional Notes, the Company

shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate

and Opinion of Counsel to cover such matters, in addition to those required by Section 17.05, as the Trustee shall reasonably

request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such

Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries

or through a privately negotiated transaction or public tender or exchange offer or through counterparties to private agreements,

including by cash-settled swaps or other derivatives, in each case, without the consent of or notice to the Holders of the Notes.

The Company may, at its option and to the extent permitted by applicable law, reissue, resell or surrender to the Trustee for

cancellation any Notes that it may repurchase, in the case of a reissuance or resale, so long as such Notes do not constitute

“restricted securities” (as defined under Rule 144) upon such reissuance or resale; provided that if any such

reissued or resold Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities

law purposes, such reissued or resold Notes shall have one or more separate CUSIP numbers. Any Notes that the Company may repurchase

(other than in connection with a Fundamental Change or upon redemption) shall be considered outstanding for all purposes under

this Indenture (other than, at any time when such Notes are owned by the Company, by any Subsidiary thereof or by any Affiliate

of the Company or any Subsidiary thereof, as set forth in Section 8.04) unless and until such time as the Company surrenders them

to the Trustee for cancellation and, upon receipt of a Company Order, the Trustee shall cancel all Notes so surrendered.

Article

Satisfaction and Discharge

Section

3.01 Satisfaction and Discharge.

(a) This Indenture and the Notes shall cease to be of further effect when (i) all Notes theretofore authenticated and delivered

(other than (x) Notes which have been destroyed, lost or stolen and which have been replaced, paid or converted as provided in

Section 2.06 and (y) Notes for whose payment money has heretofore been deposited in trust or segregated and held in trust by the

Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.04(d)) have been delivered

to the Trustee for cancellation; or (ii) the Company has irrevocably deposited with the Trustee as trust funds in trust solely

for the benefit of the Holders, or delivered to Holders, as applicable, after the Notes have become due and payable, whether on

the Maturity Date, on any Redemption Date, on any Fundamental Change Repurchase Date, upon conversion or otherwise, cash or, solely

in the case of conversion, cash and shares of Class A Common Stock, as applicable, sufficient to pay all of the outstanding Notes

and all other sums due and payable under this Indenture or the Notes by the Company and the Company has delivered irrevocable

instructions to the Trustee to apply the deposited money toward the payment of the Notes at the Maturity Date, the Redemption

Date or any Fundamental Change Repurchase Date, as the case may be; and (b) the Trustee upon request of the Company contained

in an Officer’s Certificate and at the expense of the Company, shall execute proper instruments acknowledging satisfaction

and discharge of this Indenture and the Notes, when the Company has delivered to the Trustee an Officer’s Certificate and

an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge

of this Indenture and the Notes have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the

obligations of the Company to the Trustee under Section 7.06 shall survive.

Article

Particular Covenants of the Company

Section

4.01 Payment of Principal

and Special Interest. The Company covenants and agrees that it will cause to be paid the principal (including the Redemption

Price and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest, if any, on, each of the

Notes at the places, at the respective times and in the manner provided herein and in the Notes.

Any

applicable withholding taxes (including backup withholding) may be withheld from payments of interest, if any, and payments upon

conversion, repurchase or maturity of the Notes, or if any withholding taxes (including backup withholding) are paid on behalf

of a Holder or beneficial owner, those withholding taxes may be set off against payments of cash or Class A Common Stock, if any,

payable on the Notes (or, in some circumstances, any payments on the Class A Common Stock) or sales proceeds paid to, or other

funds or assets of, the Holder or beneficial owner.

Section

4.02 Maintenance of Office

or Agency. The Company will maintain within the contiguous United States of America an office or agency where the Notes may

be surrendered for registration of transfer or exchange or for presentation for payment or repurchase (“Paying Agent”)

or for conversion (“Conversion Agent”) and where notices and demands to or upon the Company in respect of the

Notes and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change

in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency

or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made

or served at the Corporate Trust Office or the office or agency of the Trustee within the contiguous United States of America.

The

Company may also from time to time designate as co-Note Registrars one or more other offices or agencies where the Notes may be

presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided that

no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency within

the contiguous United States of America for such purposes. The Company will give prompt written notice to the Trustee of any such

designation or rescission and of any change in the location of any such other office or agency. The terms “Paying Agent”

and “Conversion Agent” include any such additional or other offices or agencies, as applicable.

The

Company hereby initially designates the Trustee as the Paying Agent, Note Registrar, Custodian and Conversion Agent and the Corporate

Trust Office as the office or agency within the contiguous United States of America where Notes may be surrendered for registration

of transfer or exchange or for presentation for payment or repurchase or for conversion and where notices and demands to or upon

the Company in respect of the Notes and this Indenture may be served; provided that the Corporate Trust Office shall not

be a place for service of legal process for the Company.

Section

4.03 Appointments to Fill

Vacancies in Trustees’ Office. The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,

will appoint, in the manner provided in Section 7.09, a Trustee, so that there shall at all times be a Trustee hereunder.

Section

4.04 Provisions as to Paying

Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, the Company will cause such Paying Agent to

execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of

this Section 4.04:

(i) that it will hold all sums held by it as such agent for the payment of the principal (including the Redemption Price and

the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest, if any, on, the Notes in trust for

the benefit of the Holders;

(ii) that it will give the Trustee prompt written notice of any failure by the Company to make any payment of the principal

(including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, and any accrued and unpaid Special

Interest on, the Notes when the same shall be due and payable; and

(iii)

that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the

Trustee all sums so held in trust.

The

Company shall, on or before each due date of the principal (including the Redemption Price and the Fundamental Change Repurchase

Price, if applicable) of, or any accrued and unpaid interest, if any, on, the Notes, deposit with the Paying Agent a sum sufficient

to pay such principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) or such accrued

and unpaid interest, if any, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing

of any failure to take such action; provided that if such deposit is made on the due date, such deposit must be received

by the Paying Agent by 11:00 a.m., New York City time, on such date.

(b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal (including the Redemption

Price and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest, if any, on, the Notes,

set aside, segregate and hold in trust for the benefit of the Holders of the Notes a sum sufficient to pay such principal (including

the Redemption Price and the Fundamental Change Repurchase Price, if applicable) and any such accrued and unpaid interest so becoming

due and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company to make

any payment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or

accrued and unpaid interest, if any, on, the Notes when the same shall become due and payable.

(c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining

a satisfaction and discharge of this Indenture, or for any other reason, pay, cause to be paid or deliver to the Trustee all sums

or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to

be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to

the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums

or amounts.

(d) Subject to applicable escheatment laws, any money and shares of Class A Common Stock deposited with the Trustee or any

Paying Agent, or then held by the Company, in trust for the payment of the principal (including the Redemption Price and the Fundamental

Change Repurchase Price, if applicable) of, any accrued and unpaid interest on and the consideration due upon conversion of any

Note and remaining unclaimed for two years after such principal (including the Redemption Price and the Fundamental Change Repurchase

Price, if applicable), any interest or consideration due upon conversion has become due and payable shall be paid to the Company

on request of the Company contained in an Officer’s Certificate, or (if then held by the Company) shall be discharged from

such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment

thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money and shares of Class A Common Stock,

and all liability of the Company as trustee thereof, shall thereupon cease.

Section

4.05 Existence. Subject

to Article 11, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its

corporate existence.

Section

4.06 Rule 144A Information

Requirement and Annual Reports. (a) At any time the Company is not subject to Section 13 or 15(d) of the Exchange Act, the

Company shall, so long as any of the Notes or any shares of Class A Common Stock issuable upon conversion thereof shall, at such

time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide

to the Trustee and, upon written request, any Holder, beneficial owner or prospective purchaser of such Notes or any shares of

Class A Common Stock issuable upon conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4)

under the Securities Act to facilitate the resale of such Notes or shares of Class A Common Stock pursuant to Rule 144A.

(b) The Company shall file with the Trustee, within 15 days after the same are required to be filed with the Commission, copies

of any annual or quarterly reports (on Form 10-K or Form 10-Q or any respective successor form) that the Company is required to

file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (excluding any such information, documents or reports,

or portions thereof, subject to confidential treatment and any correspondence with the Commission, and giving effect to any grace

period provided by Rule 12b-25 under the Exchange Act (or any successor thereto)). Any such document or report that the Company

files with the Commission via the Commission’s EDGAR system (or any successor system) shall be deemed to be filed with the

Trustee for purposes of this Section 4.06(b) at the time such documents or reports are filed via the EDGAR system (or such successor),

it being understood that the Trustee shall not be responsible for monitoring or confirming, on a continuous basis or otherwise,

whether such filings have been made.

(c) Delivery of the reports, information and documents described in subsection (b) above to the Trustee is for informational

purposes only, and the information and the Trustee’s receipt of such shall not constitute actual or constructive knowledge

or notice of any information contained therein or determinable from information contained therein, including the Company’s

compliance with any of its covenants hereunder (as to which the Trustee is entitled to conclusively rely on an Officer’s

Certificate).

(d) If, at any time during the six-month period beginning on, and including, the date that is six months after the Last Date

of Original Issuance of the Notes, the Company fails to timely file any document or report that it is required to file with the

Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods

thereunder and other than reports on Form 8-K), or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders

other than the Company’s Affiliates or Holders that were the Company’s Affiliates at any time during the three months

immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes),

the Company shall pay Special Interest on the Notes. Such Special Interest shall accrue on the Notes at the rate of 0.50% per

annum of the principal amount of the Notes outstanding for each day during such period for which the Company’s failure to

file has occurred and is continuing or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than

the Company’s Affiliates (or Holders that were the Company’s Affiliates at any time during the three months immediately

preceding) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. As used in this

Section 4.06(d), documents or reports that the Company is required to “file” with the Commission pursuant to Section

13 or 15(d) of the Exchange Act does not include documents or reports that the Company furnishes to the Commission pursuant to

Section 13 or 15(d) of the Exchange Act. For purposes of this Section 4.06(d), the phrase “restrictions pursuant to U.S.

securities laws or the terms of this Indenture or the Notes” shall not include, for the avoidance of doubt, the assignment

of a restricted CUSIP number or the existence of the Restrictive Notes Legend on Notes in compliance with Section 2.05(c), in

either case, during the six-month period described in this Section 4.06(d).

(e) If, and for so long as, the Restrictive Notes Legend on the Notes specified in Section 2.05(c) has not been removed, the

Notes are assigned a restricted CUSIP number or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other

than the Company’s Affiliates or Holders that were the Company’s Affiliates at any time during the three months immediately

preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the De-Legending

Deadline Date, the Company shall pay Special Interest on the Notes at a rate equal to 0.50% per annum of the principal amount

of Notes outstanding until the Restrictive Notes Legend on the Notes has been removed in accordance with Section 2.05(c), the

Notes are assigned an unrestricted CUSIP number and the Notes are freely tradable pursuant to Rule 144 by Holders other than the

Company’s Affiliates (or Holders that were the Company’s Affiliates at any time during the three months immediately

preceding) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes.

(f) Special Interest will be payable in arrears on each Special Interest Payment Date following accrual as set forth in Section

2.03(b).

(g) The Special Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall be in addition to, and

not in lieu of, any Special Interest that may be payable as a result of the Company’s election pursuant to Section 6.03.

However, in no event shall Special Interest payable for the Company’s failure to comply with its obligations to timely file

any document or report that the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange

Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K), as set

forth in Section 4.06(d), together with any Special Interest that may accrue at the Company’s election as a result of the

Company’s failure to comply with its reporting obligations pursuant to Section 6.03, accrue at a rate in excess of 0.50%

per annum pursuant to this Indenture, regardless of the number of events or circumstances giving rise to the requirement to pay

such Special Interest.

(h) If Special Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall deliver

to the Trustee an Officer’s Certificate to that effect stating (i) the amount of such Special Interest that is payable and

(ii) the date on which such Special Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the

Corporate Trust Office such Officer’s Certificate, the Trustee may conclusively assume without inquiry that no such Special

Interest is payable. If the Company has paid Special Interest directly to the Persons entitled to it, the Company shall deliver

to the Trustee an Officer’s Certificate setting forth the particulars of such payment.

Section

4.07 Stay, Extension and Usury

Laws. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or

in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law that would prohibit

or forgive the Company from paying all or any portion of the principal of or interest on the Notes as contemplated herein, wherever

enacted, now or at any time hereafter in force, or that may affect the covenants or the performance of this Indenture; and the

Company (to the extent it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants

that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee,

but will suffer and permit the execution of every such power as though no such law had been enacted.

Section

4.08 Compliance Certificate;

Statements as to Defaults. The Company shall deliver to the Trustee within 120 days after the end of each fiscal year of the

Company (beginning with the fiscal year ending on December 31, 2026) an Officer’s Certificate stating whether the signers

thereof have knowledge of any Event of Default that occurred during the previous year and, if so, specifying each such Event of

Default and the nature thereof.

addition, the Company shall deliver to the Trustee, within 30 days after the Company obtains knowledge of the occurrence of any

Event of Default or Default, an Officer’s Certificate setting forth the details of such Event of Default or Default, its

status and the action that the Company is taking or proposing to take in respect thereof; provided that the Company is

not required to deliver such notice if such Event of Default or Default has been cured or is no longer continuing.

Section

4.09 Further Instruments and

Acts. Upon request of the Trustee, the Company will execute and deliver such further instruments and do such further acts

as may be reasonably necessary or proper to carry out more effectively the purposes of this Indenture.

Article

Lists Of Holders and Reports by the Company and the Trustee

Section

5.01 Lists of Holders. The

Company covenants and agrees that it will furnish or cause to be furnished to the Trustee, semiannually, not more than 15 days

after each February 15 and August 15 in each year beginning with August 15, 2026, and at such other times as the Trustee may request

in writing, within 30 days after receipt by the Company of any such request (or such lesser time as the Trustee may reasonably

request in order to enable it to timely provide any notice to be provided by it hereunder), a list in such form as the Trustee

may reasonably require of the names and addresses of the Holders as of a date not more than 15 days (or such other date as the

Trustee may reasonably request in order to so provide any such notices) prior to the time such information is furnished, except

that no such list need be furnished so long as the Trustee is acting as Note Registrar.

Section

5.02 Preservation and Disclosure

of Lists. The Trustee shall preserve, in as current a form as is reasonably practicable, all information as to the names and

addresses of the Holders contained in the most recent list furnished to it as provided in Section 5.01 or maintained by the Trustee

in its capacity as Note Registrar, if so acting. The Trustee may dispose of any list furnished to it as provided in Section 5.01

upon receipt of a new list so furnished.

Article

Defaults and Remedies

Section

6.01 Events of Default. Each

of the following events shall be an “Event of Default” with respect to the Notes:

(a) default in any payment of Special Interest on any Note when due and payable, and the default continues for a period of

30 days;

(b) default in the payment of principal of any Note when due and payable on the Maturity Date, upon Optional Redemption, upon

any required repurchase, upon declaration of acceleration or otherwise;

(c) failure by the Company to comply with its obligation to convert the Notes in accordance with this Indenture upon exercise

of a Holder’s conversion right and such failure continues for three Business Days;

(d) failure by the Company to give (i) a Fundamental Change Company Notice in accordance with Section 15.02(c), (ii) notice

of a Make-Whole Fundamental Change in accordance with Section 14.03(b) or (iii) notice of a specified corporate event in accordance

with Section 14.01(b)(ii) or Section 14.01(b)(iii), in each case when due and such failure continues for one Business Day;

(e) failure by the Company to comply with its obligations under Article 11;

(f) failure by the Company for 60 days after written notice to the Company from the Trustee or to the Company and the Trustee

by the Holders of at least 25% in principal amount of the Notes then outstanding has been received by the Company to comply with

any of its other agreements contained in the Notes or this Indenture;

(g) default by the Company or any Significant Subsidiary of the Company with respect to any mortgage, agreement or other instrument

under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess

of $150,000,000 (or its foreign currency equivalent) in the aggregate of the Company and/or any such Significant Subsidiary, whether

such indebtedness now exists or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due and

payable prior to its stated maturity date or (ii) constituting a failure to pay the principal or interest of any such debt when

due and payable (after the expiration of all applicable grace periods) at its stated maturity, upon required repurchase, upon

declaration of acceleration or otherwise, and in the cases of clauses (i) and (ii), such acceleration shall not have been rescinded

or annulled or such failure to pay or default shall not have been cured or waived, or such indebtedness is not paid or discharged,

as the case may be, within 30 days after written notice to the Company by the Trustee or to the Company and the Trustee by Holders

of at least 25% in aggregate principal amount of Notes then outstanding in accordance with this Indenture;

(h) the Company or any Significant Subsidiary shall commence a voluntary case or other proceeding seeking liquidation, reorganization

or other relief with respect to the Company or any such Significant Subsidiary or its debts under any bankruptcy, insolvency or

other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other

similar official of the Company or any such Significant Subsidiary or any substantial part of its property, or shall consent to

any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding

commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts

as they become due; or

(i) an involuntary case or other proceeding shall be commenced against the Company or any Significant Subsidiary seeking liquidation,

reorganization or other relief with respect to the Company or such Significant Subsidiary or its debts under any bankruptcy, insolvency

or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other

similar official of the Company or such Significant Subsidiary or any substantial part of its property, and such involuntary case

or other proceeding shall remain undismissed and unstayed for a period of 60 consecutive days.

Section

6.02 Acceleration; Rescission

and Annulment. If one or more Events of Default shall have occurred and be continuing, then, and in each and every such case

(other than an Event of Default specified in Section 6.01(h) or Section 6.01(i) with respect to the Company), unless the principal

of, and accrued and unpaid Special Interest, if any, on all of the Notes shall have already become due and payable, either the

Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with

Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may (and the Trustee, at the written

request of such Holders, shall) declare 100% of the principal of, and accrued and unpaid interest, if any, on, all the outstanding

Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately

due and payable, anything contained in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default

specified in Section 6.01(h) or Section 6.01(i) with respect to the Company occurs and is continuing, 100% of the principal of,

and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be immediately due and payable.

The

immediately preceding paragraph, however, is subject to the conditions that if, at any time after the principal of the Notes shall

have been so declared due and payable, and before any judgment or decree for the payment of the monies due shall have been obtained

or entered as hereinafter provided, and if (1) rescission would not conflict with any judgment or decree of a court of competent

jurisdiction and (2) any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of

and accrued and unpaid interest, if any, on Notes that shall have become due solely by such acceleration, shall have been cured

or waived pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the

Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the

Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its

consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured

for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent

Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no

such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the

nonpayment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or

accrued and unpaid Special Interest, if any, on, any Notes, (ii) a failure to repurchase any Notes when required or (iii) a failure

to pay or deliver, as the case may be, the consideration due upon conversion of the Notes.

Section

6.03 Special Interest.

Notwithstanding anything in this Indenture or in the Notes to the contrary, to the extent the Company elects, the sole remedy

for an Event of Default relating to the Company’s failure to comply with its obligations as set forth in Section 4.06(b)

shall, for the first 365 days after the occurrence of such an Event of Default, consist exclusively of the right to receive Special

Interest on the Notes at a rate equal to (x) 0.25% per annum of the principal amount of the Notes outstanding for each day during

the first 180 days after the occurrence of such Event of Default and (y) 0.50% per annum of the principal amount of the Notes

outstanding from the 181st day to, and including, the 365th day following the occurrence of such Event of Default, as long as

such Event of Default is continuing. Subject to the last paragraph of this Section 6.03, Special Interest payable pursuant to

this Section 6.03 shall be in addition to, not in lieu of, any Special Interest payable pursuant to Section 4.06(d) or Section

4.06(e). If the Company so elects, such Special Interest shall be payable as set forth in the same manner and on the same dates

as the stated interest payable on the Notes. On the 366th day after such Event of Default (if the Event of Default relating to

the Company’s failure to comply with its obligations as set forth in Section 4.06(b) is not cured or waived prior to such

366th day), the Notes shall be immediately subject to acceleration as provided in Section 6.02. The provisions of this paragraph

will not affect the rights of Holders in the event of the occurrence of any Event of Default other than the Company’s failure

to comply with its obligations as set forth in Section 4.06(b). In the event the Company does not elect to pay Special Interest

following an Event of Default in accordance with this Section 6.03 or the Company elected to make such payment but does not pay

the Special Interest when due, the Notes shall be immediately subject to acceleration as provided in Section 6.02.

order to elect to pay Special Interest as the sole remedy during the first 365 days after the occurrence of any Event of Default

relating to the Company’s failure to comply with its obligations as set forth in Section 4.06(b) in accordance with the

immediately preceding paragraph, the Company must notify all Holders of the Notes, the Trustee and the Paying Agent (in the case

of a Paying Agent other than the Trustee) in writing of such election prior to the beginning of such 365-day period. Upon the

failure to timely give such notice, the Notes shall be immediately subject to acceleration as provided in Section 6.02.

no event shall Special Interest payable, as set forth in this Section 6.03, at the Company’s election for failure to comply

with its obligations as set forth in Section 4.06(b) as set forth in this Section 6.03, together with any Special Interest that

may accrue as a result of the Company’s failure to timely file any document or report that the Company is required to file

with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable

grace periods thereunder and other than reports on Form 8-K), pursuant to Section 4.06(d), accrue at a rate in excess of 0.50%

per annum pursuant to this Indenture, regardless of the number of events or circumstances giving rise to the requirement to pay

such Special Interest.

Section

6.04 Payments of Notes on

Default; Suit Therefor. If an Event of Default described in clause (a) or (b) of Section 6.01 shall have occurred and be continuing,

the Company shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of the Notes, the whole amount

then due and payable on the Notes for principal and interest, if any, (with no interest accruing on any overdue principal or Special

Interest unless Special Interest was payable pursuant to this Indenture on the required payment date, in which case such overdue

amounts shall accrue interest per annum at the then-applicable Special Interest rate borne by the Notes, subject to the enforceability

thereof under applicable law, from, and including, such required payment date) and, in addition thereto, such further amount as

shall be sufficient to cover any amounts due to the Trustee under Section 7.06. If the Company shall fail to pay such amounts

forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding

for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the

same against the Company or any other obligor upon the Notes and collect the moneys adjudged or decreed to be payable in the manner

provided by law out of the property of the Company or any other obligor upon the Notes, wherever situated.

the event there shall be pending proceedings for the bankruptcy or for the reorganization of the Company or any other obligor

on the Notes under Title 11 of the United States Code, or any other applicable law, or in case a receiver, assignee or trustee

in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession

of the Company or such other obligor, the property of the Company or such other obligor, or in the event of any other judicial

proceedings relative to the Company or such other obligor upon the Notes, or to the creditors or property of the Company or such

other obligor, the Trustee, irrespective of whether the principal of the Notes shall then be due and payable as therein expressed

or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of

this Section 6.04, shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim

or claims for the whole amount of principal and accrued and unpaid interest, if any, in respect of the Notes, and, in case of

any judicial proceedings, to file such proofs of claim and other papers or documents and to take such other actions as it may

deem necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses,

disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceedings relative

to the Company or any other obligor on the Notes, its or their creditors, or its or their property, and to collect and receive

any monies or other property payable or deliverable on any such claims, and to distribute the same after the deduction of any

amounts due to the Trustee under Section 7.06; and any receiver, assignee or trustee in bankruptcy or reorganization, liquidator,

custodian or similar official is hereby authorized by each of the Holders to make such payments to the Trustee, as administrative

expenses, and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the

Trustee any amount due it for reasonable compensation, expenses, advances and disbursements, including agents and counsel fees

and expenses, and including any other amounts due to the Trustee under Section 7.06, incurred by it up to the date of such distribution.

To the extent that such payment of reasonable compensation, expenses, advances and disbursements out of the estate in any such

proceedings shall be denied for any reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and

all distributions, dividends, monies, securities and other property that the Holders of the Notes may be entitled to receive in

such proceedings, whether in liquidation or under any plan of reorganization or arrangement or otherwise.

Nothing

herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder

any plan of reorganization, arrangement, adjustment or composition affecting such Holder or the rights of any Holder thereof,

or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

All

rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Trustee without

the possession of any of the Notes, or the production thereof at any trial or other proceeding relative thereto, and any such

suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery

of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the

Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Notes.

any proceedings brought by the Trustee (and in any proceedings involving the interpretation of any provision of this Indenture

to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Notes, and it shall not be

necessary to make any Holders of the Notes parties to any such proceedings.

case the Trustee shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued

or abandoned because of any waiver pursuant to Section 6.09 or any rescission and annulment pursuant to Section 6.02 or for any

other reason or shall have been determined adversely to the Trustee, then and in every such case the Company, the Holders and

the Trustee shall, subject to any determination in such proceeding, be restored respectively to their several positions and rights

hereunder, and all rights, remedies and powers of the Company, the Holders and the Trustee shall continue as though no such proceeding

had been instituted.

Section

6.05 Application of Monies

Collected by Trustee. Any monies collected by the Trustee pursuant to this Article 6 with respect to the Notes shall be applied

in the following order, at the date or dates fixed by the Trustee for the distribution of such monies, upon presentation of the

several Notes, and stamping thereon the payment, if only partially paid, and upon surrender thereof, if fully paid:

First,

to the payment of all amounts due the Trustee in all of its capacities, including its agents and counsel, pursuant to Section 7.06;

Second,

in case the principal of the outstanding Notes shall not have become due and be unpaid, to the payment of interest, if any, on,

and any cash due upon conversion of, the Notes in default in the order of the date due of the payments of such interest and cash

due upon conversion, as the case may be, with interest (to the extent that such interest is payable on such Notes and has been

collected by the Trustee) upon such overdue payments at the rate of Special Interest then payable on such Notes, if any, such

payments to be made ratably to the Persons entitled thereto;

Third,

in case the principal of the outstanding Notes shall have become due, by declaration or otherwise, and be unpaid, to the payment

of the whole amount (including, if applicable, the payment of the Redemption Price and the Fundamental Change Repurchase Price

and any cash due upon conversion) then owing and unpaid upon the Notes for principal and interest, if any, with interest (to the

extent any Special Interest is then payable on the Notes) on the overdue principal and, to the extent that such interest has been

collected by the Trustee, upon overdue installments of interest at the rate of Special Interest borne by the Notes at such time,

and in case such monies shall be insufficient to pay in full the whole amounts so due and unpaid upon the Notes, then to the payment

of such principal (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Price and any cash due

upon conversion) and interest without preference or priority of principal over interest, or of interest over principal or of any

installment of interest over any other installment of interest, or of any Note over any other Note, ratably to the aggregate of

such principal (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Price and any cash due upon

conversion) and accrued and any unpaid interest; and

Fourth,

to the payment of the remainder, if any, to the Company.

Section

6.06 Proceedings by Holders.

Except to enforce the right to receive payment of principal (including, if applicable, the Redemption Price and the Fundamental

Change Repurchase Price) or interest, if any, when due, or the right to receive payment or delivery of the consideration due upon

conversion, no Holder of any Note shall have any right by virtue of or by availing of any provision of this Indenture or the Notes

to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, or for the appointment

of a receiver, trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, unless:

(a) such Holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof,

as herein provided;

(b) Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall have made written request upon

the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder;

(c) such Holders shall have offered to the Trustee such security or indemnity satisfactory to it against any loss, claim, liability

or expense to be incurred therein or thereby;

(d) the Trustee for 60 days after its receipt of such notice, request and offer of such security or indemnity, shall have neglected

or refused to institute any such action, suit or proceeding; and

(e) no direction that, in the opinion of the Trustee, is inconsistent with such written request shall have been given to the

Trustee by the Holders of a majority of the aggregate principal amount of the Notes then outstanding within such 60-day period

pursuant to Section 6.09, it being understood and intended, and being expressly covenanted by the taker and Holder of every Note

with every other taker and Holder and the Trustee that no one or more Holders shall have any right in any manner whatever by virtue

of or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other Holder, or to obtain

or seek to obtain priority over or preference to any other such Holder (it being understood that the Trustee does not have an

affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holder), or to enforce

any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders

(except as otherwise provided herein). For the protection and enforcement of this Section 6.06, each and every Holder and the

Trustee shall be entitled to such relief as can be given either at law or in equity.

Notwithstanding

any other provision of this Indenture and any provision of any Note, each Holder shall have the right to receive payment or delivery,

as the case may be, of (x) the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable)

of, (y) accrued and unpaid interest, if any, on, and (z) the consideration due upon conversion of, such Note, on or after the

respective due dates expressed or provided for in such Note or in this Indenture, or to institute suit for the enforcement of

any such payment or delivery, as the case may be.

Section

6.07 Proceedings by Trustee.

In case of an Event of Default, the Trustee may in its discretion proceed to protect and enforce the rights vested in it by

this Indenture by such appropriate judicial proceedings as are necessary to protect and enforce any of such rights, either by

suit in equity or by action at law or by proceeding in bankruptcy or otherwise, whether for the specific enforcement of any covenant

or agreement contained in this Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other

legal or equitable right vested in the Trustee by this Indenture or by law.

Section

6.08 Remedies Cumulative and

Continuing. Except as provided in the last paragraph of Section 2.06, all powers and remedies given by this Article 6 to the

Trustee or to the Holders shall, to the extent permitted by law, be deemed cumulative and not exclusive of any thereof or of any

other powers and remedies available to the Trustee or the Holders of the Notes, by judicial proceedings or otherwise, to enforce

the performance or observance of the covenants and agreements contained in this Indenture, and no delay or omission of the Trustee

or of any Holder of any of the Notes to exercise any right or power accruing upon any Default or Event of Default shall impair

any such right or power, or shall be construed to be a waiver of any such Default or Event of Default or any acquiescence therein;

and, subject to the provisions of Section 6.06, every power and remedy given by this Article 6 or by law to the Trustee or to

the Holders may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the Holders.

Section

6.09 Direction of Proceedings

and Waiver of Defaults by Majority of Holders. The Holders of a majority of the aggregate principal amount of the Notes at

the time outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method and place of conducting

any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect

to the Notes; provided, however, that (a) such direction shall not be in conflict with any rule of law or with this

Indenture, and (b) the Trustee may take any other action deemed proper by the Trustee and that is not inconsistent with such direction.

The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of any other Holder (it

being understood that the Trustee does not have an affirmative duty to ascertain whether or not any such direction is unduly prejudicial

to the rights of another Holder) or that would involve the Trustee in personal liability. The Holders of a majority in aggregate

principal amount of the Notes at the time outstanding determined in accordance with Section 8.04 may on behalf of the Holders

of all of the Notes waive any past Default or Event of Default hereunder and its consequences except any continuing defaults relating

to (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including any Redemption Price and

any Fundamental Change Repurchase Price) of, the Notes when due that has not been cured pursuant to the provisions of Section

6.01, (ii) a failure by the Company to pay or deliver, as the case may be, the consideration due upon conversion of the Notes

or (iii) a default in respect of a covenant or provision hereof which under Article 10 cannot be modified or amended without the

consent of each Holder of an outstanding Note affected. Upon any such waiver the Company, the Trustee and the Holders of the Notes

shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other Default

or Event of Default or impair any right consequent thereon. Whenever any Default or Event of Default hereunder shall have been

waived as permitted by this Section 6.09, said Default or Event of Default shall for all purposes of the Notes and this Indenture

be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event

of Default or impair any right consequent thereon.

Section

6.10 Notice of Defaults. The

Trustee shall, within 90 days after the occurrence and continuance of a Default of which a Responsible Officer has actual knowledge,

deliver to all Holders notice of all Defaults actually known to a Responsible Officer, unless such Defaults shall have been cured

or waived before the giving of such notice; provided that, except in the case of a Default in the payment of the principal

of (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable), or accrued and unpaid Special

Interest on, any of the Notes or a Default in the payment or delivery of the consideration due upon conversion, the Trustee shall

be protected in withholding such notice if and so long as it determines that the withholding of such notice is in the interests

of the Holders.

Section

6.11 Undertaking to Pay Costs.

All parties to this Indenture agree, and each Holder of any Note by its acceptance thereof shall be deemed to have agreed,

that any court may, in its discretion, require, in any suit for the enforcement of any right or remedy under this Indenture, or

in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit

of an undertaking to pay the costs of such suit and that such court may in its discretion assess reasonable costs, including reasonable

attorneys’ fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of

the claims or defenses made by such party litigant; provided that the provisions of this Section 6.11 (to the extent permitted

by law) shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding

in the aggregate more than 10% in principal amount of the Notes at the time outstanding determined in accordance with Section

8.04, or to any suit instituted by any Holder for the enforcement of the payment of the principal of or accrued and unpaid interest,

if any, on any Note (including, but not limited to, the Redemption Price and the Fundamental Change Repurchase Price, if applicable)

on or after the due date expressed or provided for in such Note or to any suit for the enforcement of the right to convert any

Note, or receive the consideration due upon conversion, in accordance with the provisions of Article 14.

Article

Concerning the Trustee

Section

7.01 Duties and Responsibilities

of Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default

that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture.

In the event an Event of Default has occurred and is continuing, of which a Responsible Officer of the Trustee has written notice

or actual knowledge as specified in the last paragraph of Section 7.02, the Trustee shall exercise such of the rights and powers

vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise

or use under the circumstances in the conduct of such person’s own affairs; provided that if an Event of Default

occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture

at the request or direction of any of the Holders unless such Holders have offered and provided to the Trustee indemnity or security

satisfactory to it against any loss, liability or expense that might be incurred by it in compliance with such request or direction.

provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its

own grossly negligent failure to act or its own willful misconduct, except that:

(a) prior to the occurrence of an Event of Default and after the curing or waiving of all Events of Default that may have occurred:

(i)

the duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture, and the

Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture

and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii)

in the absence of gross negligence and willful misconduct on the part of the Trustee, the Trustee may, as to the truth

of the statements and the correctness of the opinions expressed therein, conclusively rely upon any certificates or opinions furnished

to the Trustee and conforming to the requirements of this Indenture; but, in the case of any such certificates or opinions that

by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine

the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the

accuracy of any mathematical calculations or other facts stated therein);

(b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Officers of the

Trustee, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts;

(c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance

with the direction of the Holders of (i) at least 25%, in the case of the first paragraph of Section 6.02, or (ii) not less than

a majority, in each case, of the aggregate principal amount of the Notes at the time outstanding determined as provided in Section

8.04 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising

any trust or power conferred upon the Trustee, under this Indenture;

(d) whether or not therein provided, every provision of this Indenture relating to the conduct or affecting the liability of,

or affording protection to, the Trustee shall be subject to the provisions of this Section;

(e) the Trustee shall not be liable in respect of any payment (as to the correctness of amount, entitlement to receive or any

other matters relating to payment) or notice effected by the Company or any Paying Agent or any records maintained by any co-Note

Registrar with respect to the Notes;

(f) if any party fails to deliver a notice relating to an event the fact of which, pursuant to this Indenture, requires notice

to be sent to the Trustee, the Trustee may conclusively rely on its failure to receive such notice as reason to act as if no such

event occurred, unless a Responsible Officer of the Trustee had actual knowledge of such event;

(g) in the absence of written investment direction from the Company, all cash received by the Trustee shall be placed in a

non-interest bearing trust account, and in no event shall the Trustee be liable for the selection of investments or for investment

losses incurred thereon or for losses, fees, taxes or other charges incurred as a result of the liquidation of any such investment

prior to its maturity date or the failure of the party directing such investments prior to its maturity date or the failure of

the party directing such investment to provide timely written investment direction, and the Trustee shall have no obligation to

invest or reinvest any amounts held hereunder in the absence of such written investment direction from the Company; and

(h) in the event that the Trustee is also acting as Custodian, Note Registrar, Paying Agent, Conversion Agent, Bid Solicitation

Agent or transfer agent hereunder, the rights and protections afforded to the Trustee pursuant to this Article 7 shall also be

afforded to such Custodian, Note Registrar, Paying Agent, Conversion Agent, Bid Solicitation Agent or transfer agent.

None

of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal

financial liability in the performance of any of its duties or in the exercise of any of its rights or powers.

Section

7.02 Reliance on Documents,

Opinions, Etc. Except as otherwise provided in Section 7.01:

(a) the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution,

certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, note, coupon or other paper or document

believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties;

(b) any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officer’s

Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any Board Resolution may be evidenced

to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company;

(c) whenever in the administration of this Indenture, the Trustee shall deem it desirable that a matter be proved or established

prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed)

may, in the absence of gross negligence or willful misconduct on its part, conclusively rely upon an Officer’s Certificate;

(d) the Trustee may consult with counsel of its selection, and require an Opinion of Counsel and any advice of such counsel

or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it

hereunder in good faith and in accordance with such advice or Opinion of Counsel;

(e) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate,

statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document,

but the Trustee , in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit,

and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books,

records and premises of the Company, personally or by agent or attorney at the expense of the Company and shall incur no liability

of any kind by reason of such inquiry or investigation;

(f) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or

through agents, custodians, nominees or attorneys and the Trustee shall not be responsible for any misconduct or negligence on

the part of any agent, custodian, nominee or attorney appointed by it with due care hereunder;

(g) the permissive rights of the Trustee enumerated herein shall not be construed as duties;

(h) the Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of the individuals

and/or titles of officers authorized at such times to take specified actions pursuant to this Indenture, which Officer’s

Certificate may be signed by any Person authorized to sign an Officer’s Certificate, including any Person specified as so

authorized in any such certificate previously delivered and not superseded; and

(i) neither the Trustee nor any of its directors, officers, employees, agents, or affiliates shall be responsible for nor have

any duty to monitor the performance or any action of the Company, or any of their respective directors, members, officers, agents,

affiliates, or employees, nor shall it have any liability in connection with the malfeasance or nonfeasance by such party. The

Trustee shall not be responsible for any inaccuracy in the information obtained from the Company or for any inaccuracy or omission

in the records which may result from such information or any failure by the Trustee to perform its duties or set forth herein

as a result of any inaccuracy or incompleteness.

no event shall the Trustee be liable for any special, indirect, punitive, or consequential loss or damage of any kind whatsoever

(including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and

regardless of the form of action or in its individual capacity for the obligations evidenced by the Notes. The Trustee shall not

be charged with knowledge of any Default or Event of Default with respect to the Notes, unless either (1) a Responsible Officer

shall have actual knowledge of such Default or Event of Default or (2) written notice of such Default or Event of Default shall

have been given to the Trustee by the Company or by any Holder at the Corporate Trust Office of the Trustee, and such notice references

the existence of a Default or Event of Default under the Notes and this Indenture.

Section

7.03 No Responsibility for

Recitals, Etc. Any statement or recital contained herein, in the Notes or in any other document used in connection with the

sale of the Notes shall be taken as the statements of the Company (except in the Trustee’s certificate of authentication),

and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity

or sufficiency of this Indenture or of the Notes. The Trustee shall not be accountable for the use or application by the Company

of any Notes or the proceeds of any Notes authenticated and delivered by the Trustee in conformity with the provisions of this

Indenture.

Section

7.04 Trustee, Paying Agents,

Conversion Agents, Bid Solicitation Agent or Note Registrar May Own Notes. The Trustee, any Paying Agent, any Conversion Agent,

Bid Solicitation Agent (if other than the Company or any Affiliate thereof) or Note Registrar, in its individual or any other

capacity, may become the owner or pledgee of Notes with the same rights it would have if it were not the Trustee, Paying Agent,

Conversion Agent, Bid Solicitation Agent or Note Registrar.

Section

7.05 Monies and Shares of

Class A Common Stock to Be Held in Trust. All monies and shares of Class A Common Stock received by the Trustee shall, until

used or applied as herein provided, be held in trust for the purposes for which they were received. Money and shares of Class

A Common Stock held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by

law. The Trustee shall be under no liability for interest on any money or shares of Class A Common Stock received by it hereunder

except as may be agreed from time to time by the Company and the Trustee.

Section

7.06 Compensation and Expenses of Trustee. The Company covenants and

agrees to pay to the Trustee from time to time and the Trustee shall receive such compensation for all services rendered by it

hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an

express trust) as previously and mutually agreed to in writing between the Trustee and the Company, and the Company will pay or

reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the

Trustee in accordance with any of the provisions of this Indenture in any capacity thereunder (including the reasonable compensation

and the expenses and disbursements of its agents and counsel and of all Persons not regularly in its employ) except any such

expense, disbursement or advance as shall have been caused by its gross negligence or willful misconduct as finally adjudicated by a

court of competent jurisdiction. The Company also covenants to indemnify the Trustee or any predecessor Trustee in any capacity

under this Indenture and any other document or transaction entered into in connection herewith and its agents and any authenticating

agent for, and to hold them harmless against, any loss, claim, damage, liability or expense incurred without gross negligence or

willful misconduct as finally adjudicated by a court of competent jurisdiction on the part of the Trustee, its officers, directors,

agents or employees, or such agent or authenticating agent, as the case may be, and arising out of or in connection with the

acceptance or administration of this Indenture or in any other capacity hereunder and the enforcement of this Indenture (including

this Section 7.06), including the costs and expenses of defending themselves against any claim (whether asserted by the Company, any

Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder.

The Trustee will notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the

Company will not relieve the Company of its obligations hereunder. The obligations of the Company under this Section 7.06 to

compensate or indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall be secured by

a senior claim to which the Notes are hereby made subordinate on all money or property held or collected by the Trustee, except,

subject to the effect of Section 6.05, funds held in trust herewith for the benefit of the Holders of particular Notes, and, for the

avoidance of doubt, such lien shall not be extended in a manner that would conflict with the Company’s obligations to its

other creditors. The Trustee’s right to receive payment of any amounts due under this Section 7.06 shall not be subordinate to

any other liability or indebtedness of the Company. The obligation of the Company under this Section 7.06 shall survive the

satisfaction and discharge of this Indenture and the earlier resignation or removal of the Trustee. The Company need not pay for any

settlement made without its consent, which consent shall not be unreasonably withheld. The indemnification provided in this Section

7.06 shall extend to the officers, directors, agents and employees of the Trustee.

Without

prejudice to any other rights available to the Trustee under applicable law, when the Trustee and its agents and any authenticating

agent incur expenses or render services after an Event of Default specified in Section 6.01(h) or Section 6.01(i) occurs, the

expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy, insolvency

or similar laws.

Section

7.07 Officers’ Certificate

as Evidence. Except as otherwise provided in Section 7.01, whenever in the administration of the provisions of this Indenture

the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action

hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of gross

negligence and willful misconduct on the part of the Trustee as determined by a final, non-appealable decision of a court of competent

jurisdiction, be deemed to be conclusively proved and established by an Officer’s Certificate delivered to the Trustee,

and such Officer’s Certificate, in the absence of gross negligence and willful misconduct on the part of the Trustee as

determined by a final, non-appealable decision of a court of competent jurisdiction, shall be full warrant to the Trustee for

any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Section

7.08 Eligibility of Trustee.

There shall at all times be a Trustee hereunder which shall be a Person that is eligible pursuant to the Trust Indenture Act

(as if the Trust Indenture Act were applicable hereto) to act as such and has a combined capital and surplus of at least $50,000,000.

If such Person publishes reports of condition at least annually, pursuant to law or to the requirements of any supervising or

examining authority, then for the purposes of this Section, the combined capital and surplus of such Person shall be deemed to

be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee

shall cease to be eligible in accordance with the provisions of this Section, it shall resign promptly in the manner and with

the effect hereinafter specified in this Article.

Section

7.09 Resignation or Removal

of Trustee.

(a) The Trustee may at any time resign by giving written notice of such resignation to the Company and by delivering notice

thereof to the Holders. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee by written

instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the

resigning Trustee and one copy to the successor trustee. If no successor trustee shall have been so appointed and have accepted

appointment within 45 days after the giving of such notice of resignation to the Holders, the resigning Trustee may, upon ten

Business Days’ notice to the Company and the Holders, petition any court of competent jurisdiction, at the expense of the

Company, for the appointment of a successor trustee, or any Holder who has been a bona fide Holder of a Note or Notes for at least

six months (or since the date of this Indenture) may, subject to the provisions of Section 6.11, on behalf of himself or herself

and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon,

after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee.

(b) In case at any time any of the following shall occur:

(i)

the Trustee shall cease to be eligible in accordance with the provisions of Section 7.08 and shall fail to resign after

written request therefor by the Company or by any such Holder, or

(ii)

the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee

or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or

affairs for the purpose of rehabilitation, conservation or liquidation,

then,

in either case, the Company may by a Board Resolution remove the Trustee and appoint a successor trustee by written instrument,

in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the Trustee so removed

and one copy to the successor trustee, or, subject to the provisions of Section 6.11, any Holder who has been a bona fide Holder

of a Note or Notes for at least six months (or since the date of this Indenture) may, on behalf of himself or herself and all

others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of

a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee

and appoint a successor trustee.

(c) The Holders of a majority in aggregate principal amount of the Notes at the time outstanding, as determined in accordance

with Section 8.04, may at any time remove the Trustee and nominate a successor trustee that shall be deemed appointed as successor

trustee unless within ten days after notice to the Company of such nomination the Company objects thereto, in which case the Trustee

so removed (at the Company’s expense) or any Holder, upon the terms and conditions and otherwise as in Section 7.09(a) provided,

may petition any court of competent jurisdiction for an appointment of a successor trustee.

(d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this

Section 7.09 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 7.10.

Section

7.10 Acceptance by Successor

Trustee. Any successor trustee appointed as provided in Section 7.09 shall execute, acknowledge and deliver to the Company

and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of

the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall

become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally

named as Trustee herein; but, nevertheless, on the written request of the Company or of the successor trustee, the trustee ceasing

to act shall, upon payment of any amounts then due it pursuant to the provisions of Section 7.06, execute and deliver an instrument

transferring to such successor trustee all the rights and powers of the trustee so ceasing to act. Upon request of any such successor

trustee, the Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to

such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a senior claim to which

the Notes are hereby made subordinate on all money or property held or collected by such trustee as such, except for funds held

in trust for the benefit of Holders of particular Notes, to secure any amounts then due it pursuant to the provisions of Section

7.06.

successor trustee shall accept appointment as provided in this Section 7.10 unless at the time of such acceptance such successor

trustee shall be eligible under the provisions of Section 7.08.

Upon

acceptance of appointment by a successor trustee as provided in this Section 7.10, each of the Company and the successor trustee,

at the written direction and at the expense of the Company shall deliver or cause to be delivered notice of the succession of

such trustee hereunder to the Holders. If the Company fails to deliver such notice within ten days after acceptance of appointment

by the successor trustee, the successor trustee shall cause such notice to be delivered at the expense of the Company.

Section

7.11 Succession by Merger,

Etc. Any corporation or other entity into which the Trustee may be merged or converted or with which it may be consolidated,

or any corporation or other entity resulting from any merger, conversion or consolidation to which the Trustee shall be a party,

or any corporation or other entity succeeding to all or substantially all of the corporate trust business of the Trustee (including

the administration of this Indenture), shall be the successor to the Trustee hereunder without the execution or filing of any

paper or any further act on the part of any of the parties hereto; provided that in the case of any corporation or other

entity succeeding to all or substantially all of the corporate trust business of the Trustee such corporation or other entity

shall be eligible under the provisions of Section 7.08.

case at the time such successor to the Trustee shall succeed to the trusts created by this Indenture, any of the Notes shall have

been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor

trustee or authenticating agent appointed by such predecessor trustee, and deliver such Notes so authenticated; and in case at

that time any of the Notes shall not have been authenticated, any successor to the Trustee or an authenticating agent appointed

by such successor trustee may authenticate such Notes either in the name of any predecessor trustee hereunder or in the name of

the successor trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Notes or

in this Indenture provided that the certificate of the Trustee shall have; provided, however, that the right to

adopt the certificate of authentication of any predecessor trustee or to authenticate Notes in the name of any predecessor trustee

shall apply only to its successor or successors by merger, conversion or consolidation.

Section

7.12 Trustees’ Application

for Instructions from the Company. Any application by the Trustee for written instructions from the Company (other than with

regard to any action proposed to be taken or omitted to be taken by the Trustee that affects the rights of the Holders of the

Notes under this Indenture) may, at the option of the Trustee, set forth in writing any action proposed to be taken or omitted

by the Trustee under this Indenture and the date on and/or after which such action shall be taken or such omission shall be effective.

The Trustee shall not be liable to the Company for any action taken by, or omission of, the Trustee in accordance with a proposal

included in such application on or after the date specified in such application (which date shall not be less than three Business

Days after the date any Officer that the Company has indicated to the Trustee should receive such application actually receives

such application, unless any such Officer shall have consented in writing to any earlier date), unless, prior to taking any such

action (or the effective date in the case of any omission), the Trustee shall have received written instructions in accordance

with this Indenture in response to such application specifying the action to be taken or omitted.

Article

Concerning the Holders

Section

8.01 Action by Holders. Whenever

in this Indenture it is provided that the Holders of a specified percentage of the aggregate principal amount of the Notes may

take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any

other action), the fact that at the time of taking any such action, the Holders of such specified percentage have joined therein

may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Holders in person or by agent

or proxy appointed in writing, or (b) by the record of the Holders voting in favor thereof at any meeting of Holders duly called

and held in accordance with the provisions of Article 9, or (c) by a combination of such instrument or instruments and any such

record of such a meeting of Holders. Whenever the Company or the Trustee solicits the taking of any action by the Holders of the

Notes, the Company or the Trustee may, but shall not be required to, fix in advance of such solicitation, a date as the record

date for determining Holders entitled to take such action. The record date, if one is selected, shall be not more than fifteen

days prior to the date of commencement of solicitation of such action.

Section

8.02 Proof of Execution by

Holders. Subject to the provisions of Section 7.01, Section 7.02 and Section 9.05, proof of the execution of any instrument

or writing by a Holder or its agent or proxy shall be sufficient if made in accordance with such reasonable rules and regulations

as may be prescribed by the Trustee or in such manner as shall be satisfactory to the Trustee. The holding of Notes shall be proved

by the Note Register or by a certificate of the Note Registrar. The record of any Holders’ meeting shall be proved in the

manner provided in Section 9.06.

Section

8.03 Who Are Deemed Absolute

Owners. The Company, the Trustee, any authenticating agent, any Paying Agent, any Conversion Agent and any Note Registrar

may deem the Person in whose name a Note shall be registered upon the Note Register to be, and may treat it as, the absolute owner

of such Note (whether or not such Note shall be overdue and notwithstanding any notation of ownership or other writing thereon

made by any Person other than the Company or any Note Registrar) for the purpose of receiving payment of or on account of the

principal (including any Redemption Price and any Fundamental Change Repurchase Price) of and (subject to Section 2.03) accrued

and unpaid interest, if any, on such Note, for conversion of such Note and for all other purposes under this Indenture; and neither

the Company nor the Trustee nor any Paying Agent nor any Conversion Agent nor any Note Registrar shall be affected nor incur any

liability by any notice to the contrary. The sole registered holder of a Global Note shall be the Depositary or its nominee. All

such payments or deliveries so made to any Holder for the time being, or upon its order, shall be valid, and, to the extent of

the sums or shares of Class A Common Stock so paid or delivered, effectual to satisfy and discharge the liability for monies payable

or shares deliverable upon any such Note. Notwithstanding anything to the contrary in this Indenture or the Notes following an

Event of Default, any holder of a beneficial interest in a Global Note may directly enforce against the Company, without the consent,

solicitation, proxy, authorization or any other action of the Depositary or any other Person, such holder’s right to exchange

such beneficial interest for a Note in certificated form in accordance with the provisions of this Indenture.

Section

8.04 Company-Owned Notes Disregarded.

In determining whether the Holders of the requisite aggregate principal amount of Notes have concurred in any direction, consent,

waiver or other action under this Indenture, Notes that are owned by the Company, by any Subsidiary thereof or by any Affiliate

of the Company or any Subsidiary thereof shall be disregarded and deemed not to be outstanding for the purpose of any such determination;

provided that for the purposes of determining whether the Trustee shall be protected in relying on any such direction,

consent, waiver or other action only Notes that a Responsible Officer actually knows are so owned shall be so disregarded. Notes

so owned that have been pledged in good faith may be regarded as outstanding for the purposes of this Section 8.04 if the pledgee

shall establish to the satisfaction of the Trustee the pledgee’s right to so act with respect to such Notes and that the

pledgee is not the Company, a Subsidiary thereof or an Affiliate of the Company or a Subsidiary thereof. In the case of a dispute

as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee. Upon request

of the Trustee, the Company shall furnish to the Trustee promptly an Officer’s Certificate listing and identifying all Notes,

if any, known by the Company to be owned or held by or for the account of any of the above described Persons; and, subject to

Section 7.01, the Trustee shall be entitled to accept such Officer’s Certificate as conclusive evidence of the facts therein

set forth and of the fact that all Notes not listed therein are outstanding for the purpose of any such determination.

Section

8.05 Revocation of Consents;

Future Holders Bound. At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 8.01, of

the taking of any action by the Holders of the percentage of the aggregate principal amount of the Notes specified in this Indenture

in connection with such action, any Holder of a Note that is shown by the evidence to be included in the Notes the Holders of

which have consented to such action may, by filing written notice with the Trustee at its Corporate Trust Office and upon proof

of holding as provided in Section 8.02, revoke such action so far as concerns such Note. Except as aforesaid, any such action

taken by the Holder of any Note shall be conclusive and binding upon such Holder and upon all future Holders and owners of such

Note and of any Notes issued in exchange or substitution therefor or upon registration of transfer thereof, irrespective of whether

any notation in regard thereto is made upon such Note or any Note issued in exchange or substitution therefor or upon registration

of transfer thereof.

Article

Holders’ Meetings

Section

9.01 Purpose of Meetings.

A meeting of Holders may be called at any time and from time to time pursuant to the provisions of this Article 9 for any

of the following purposes:

(a) to give any notice to the Company or to the Trustee or to give any directions to the Trustee permitted under this Indenture,

or to consent to the waiving of any Default or Event of Default hereunder (in each case, as permitted under this Indenture) and

its consequences, or to take any other action authorized to be taken by Holders pursuant to any of the provisions of Article 6;

(b) to remove the Trustee and nominate a successor trustee pursuant to the provisions of Article 7;

(c) to consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of Section 10.02;

(d) to take any other action authorized to be taken by or on behalf of the Holders of any specified aggregate principal amount

of the Notes under any other provision of this Indenture or under applicable law.

Section

9.02 Call of Meetings by Trustee.

The Trustee may at any time call a meeting of Holders to take any action specified in Section 9.01, to be held at such time

and at such place as the Trustee shall determine. Notice of every meeting of the Holders, setting forth the time and the place

of such meeting and in general terms the action proposed to be taken at such meeting and the establishment of any record date

pursuant to Section 8.01, shall be delivered to Holders of such Notes. Such notice shall also be delivered to the Company. Such

notices shall be delivered not less than 20 nor more than 90 days prior to the date fixed for the meeting.

Any

meeting of Holders shall be valid without notice if the Holders of all Notes then outstanding are present in person or by proxy

or if notice is waived before or after the meeting by the Holders of all Notes then outstanding, and if the Company and the Trustee

are either present by duly authorized representatives or have, before or after the meeting, waived notice.

Section

9.03 Call of Meetings by Company

or Holders. In case at any time the Company, pursuant to a Board Resolution, or the Holders of at least 10% of the aggregate

principal amount of the Notes then outstanding, shall have requested the Trustee to call a meeting of Holders, by written request

setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have delivered the

notice of such meeting within 20 days after receipt of such request, then the Company or such Holders may determine the time and

the place for such meeting and may call such meeting to take any action authorized in Section 9.01, by delivering notice thereof

as provided in Section 9.02.

Section

9.04 Qualifications for Voting.

To be entitled to vote at any meeting of Holders a Person shall (a) be a Holder of one or more Notes on the record date pertaining

to such meeting or (b) be a Person appointed by an instrument in writing as proxy by a Holder of one or more Notes on the record

date pertaining to such meeting. The only Persons who shall be entitled to be present or to speak at any meeting of Holders shall

be the Persons entitled to vote at such meeting and their counsel and any representatives of the Trustee and its counsel and any

representatives of the Company and its counsel.

Section

9.05 Regulations. Notwithstanding

any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting

of Holders, in regard to proof of the holding of Notes and of the appointment of proxies, and in regard to the appointment and

duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote,

and such other matters concerning the conduct of the meeting as it shall think fit.

The

Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called

by the Company or by Holders as provided in Section 9.03, in which case the Company or the Holders calling the meeting, as the

case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting

shall be elected by vote of the Holders of a majority in aggregate principal amount of the outstanding Notes represented at the

meeting and entitled to vote at the meeting.

Subject

to the provisions of Section 8.04, at any meeting of Holders each Holder or proxyholder shall be entitled to one vote for each

$1,000 principal amount of Notes held or represented by him or her; provided, however, that no vote shall be cast

or counted at any meeting in respect of any Note challenged as not outstanding and ruled by the chairman of the meeting to be

not outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Notes held by it or instruments

in writing as aforesaid duly designating it as the proxy to vote on behalf of other Holders. Any meeting of Holders duly called

pursuant to the provisions of Section 9.02 or Section 9.03 may be adjourned from time to time by the Holders of a majority of

the aggregate principal amount of Notes represented at the meeting, whether or not constituting a quorum, and the meeting may

be held as so adjourned without further notice.

Section

9.06 Voting. The vote

upon any resolution submitted to any meeting of Holders shall be by written ballot on which shall be subscribed the signatures

of the Holders or of their representatives by proxy and the outstanding aggregate principal amount of the Notes held or represented

by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting

for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in

duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Holders shall be prepared

by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on

any vote by ballot taken thereat and affidavits by one or more Persons having knowledge of the facts setting forth a copy of the

notice of the meeting and showing that said notice was delivered as provided in Section 9.02. The record shall show the aggregate

principal amount of the Notes voting in favor of or against any resolution. The record shall be signed and verified by the affidavits

of the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Company and the other

to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting.

Any

record so signed and verified shall be conclusive evidence of the matters therein stated.

Section

9.07 No Delay of Rights by

Meeting. Nothing contained in this Article 9 shall be deemed or construed to authorize or permit, by reason of any call of

a meeting of Holders or any rights expressly or impliedly conferred hereunder to make such call, any hindrance or delay in the

exercise of any right or rights conferred upon or reserved to the Trustee or to the Holders under any of the provisions of this

Indenture or of the Notes.

Article

Supplemental Indentures

Section

10.01 Supplemental Indentures Without Consent

of Holders. Without the consent of any Holders, the Company and the Trustee, at the Company’s expense, may from time

to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes:

(a) to cure any ambiguity, omission, defect or inconsistency;

(b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture pursuant to

Article 11;

(d) to secure the Notes;

(e) to add to the covenants or Events of Default of the Company for the benefit of the Holders or surrender any right or power

conferred upon the Company;

(f) to make any change that does not adversely affect the rights of any Holder, as certified by the Company in an Officer’s

Certificate;

(g) in connection with any Share Exchange Event, to provide that the Notes are convertible into Reference Property, subject

to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by

Section 14.07;

(h) to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Offering

Memorandum as evidenced in an Officer’s Certificate;

(i) to comply with the rules of any applicable Depositary, including The Depository Trust Company, so long as such amendment

does not adversely affect the rights of any Holder;

(j) to appoint a successor trustee with respect to the Notes;

(k) to increase the Conversion Rate as provided in this Indenture;

(l) to provide for the acceptance of appointment by a successor Trustee, security registrar, Paying Agent, Bid Solicitation

Agent or Conversion Agent to facilitate the administration of the trusts under this Indenture by more than one trustee; or

(m) to irrevocably elect a Cash Percentage with respect to conversions of Notes; provided that no such election shall

affect any Cash Percentage theretofore elected (or deemed to be elected) with respect to any Note pursuant to the provisions of

Section 14.02(a)(i).

Upon

the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental

indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall

not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights,

duties or immunities under this Indenture or otherwise.

Any

supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without

the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Section

10.02 Supplemental Indentures with Consent of

Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate principal

amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained

in connection with a repurchase of, or tender or exchange offer for, Notes), the Company and the Trustee, at the Company’s

expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding

any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes or any supplemental

indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent

of each Holder of an outstanding Note affected, no such supplemental indenture shall:

(a) reduce the principal amount of Notes whose Holders must consent to an amendment;

(b) reduce the rate of or extend the stated time for payment of any interest (including Special Interest and interest payable

pursuant to Section 2.03(c)on any Note;

(d) except as required by this Indenture, make any change that adversely affects the conversion rights of any Notes;

(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse

to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the

covenants, definitions or otherwise;

(f) make any Note payable in a currency, or at a place of payment, other than that stated in the Note;

(g) change the ranking of the Notes; or

(h) make any change in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02

or Section 6.09.

Upon

the written request of the Company, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid and

subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such

supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which

case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture.

Holders

do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient

if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver

to the Holders a notice briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders,

or any defect in the notice, will not impair or affect the validity of the supplemental indenture.

Section

10.03 Effect of Supplemental Indentures. Upon

the execution of any supplemental indenture pursuant to the provisions of this Article 10, this Indenture shall be and be deemed

to be modified and amended in accordance therewith and the respective rights, limitation of rights, obligations, duties, indemnities,

privileges and immunities under this Indenture of the Trustee, the Company and the Holders shall thereafter be determined, exercised

and enforced hereunder subject in all respects to such modifications and amendments and all the terms and conditions of any such

supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

Section

10.04 Notation on Notes. Notes authenticated

and delivered after the execution of any supplemental indenture pursuant to the provisions of this Article 10 may, at the Company’s

expense, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the

Company or the Trustee shall so determine, new Notes so modified as to conform, in the opinion of the Trustee and the Company,

to any modification of this Indenture contained in any such supplemental indenture may, at the Company’s expense, be prepared

and executed by the Company, authenticated by the Trustee (or an authenticating agent duly appointed by the Trustee pursuant to

Section 17.10) and delivered in exchange for the Notes then outstanding, upon surrender of such Notes then outstanding.

Section

10.05 Evidence of Compliance of Supplemental

Indenture to Be Furnished Trustee. In addition to the documents required by Section 17.05, the Trustee shall receive an Officer’s

Certificate and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant hereto complies

with the requirements of this Article 10 and is permitted or authorized by this Indenture; such Opinion of Counsel to include

a customary legal opinion stating that such supplemental indenture is the valid and binding obligation of the Company, subject

to customary exceptions and qualifications. The Trustee shall have no responsibility for determining whether any amendment or

supplemental indenture will or may have an adverse effect on any Holder.

Article

Consolidation, Merger, Sale, Conveyance and Lease

Section

11.01 Company May Consolidate, Etc. on Certain

Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with, merge with or into, or sell, convey,

transfer or lease all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries, taken

as a whole, to another Person (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct

or indirect Wholly Owned Subsidiaries) unless:

(a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be

a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia,

and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the

Company under the Notes and this Indenture; and

(b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing

under this Indenture.

For

purposes of this Section 11.01, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets

of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such

Subsidiaries, would constitute all or substantially all of the properties and assets of the Company and its Subsidiaries, taken

as a whole, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets

of the Company and its Subsidiaries, taken as a whole, to another Person.

Section

11.02 Successor Corporation to Be Substituted.

In case of any such consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by the Successor Company,

by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual

payment of the principal of and accrued and unpaid interest on all of the Notes, the due and punctual delivery or payment, as

the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants

and conditions of this Indenture to be performed by the Company, such Successor Company (if not the Company) shall succeed to

and, except in the case of a lease of all or substantially all of the consolidated properties and assets of the Company and its

Subsidiaries, taken as a whole, shall be substituted for the Company, with the same effect as if it had been named herein as the

party of the first part, and may thereafter exercise every right and power of the Company under this Indenture. Such Successor

Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Company any or all of the

Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the

order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture

prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously

shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Notes that such

Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall

in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance

with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event

of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this Article

11 the Person named as the “Company” in the first paragraph of this Indenture (or any successor that shall thereafter

have become such in the manner prescribed in this Article 11) may be dissolved, wound up and liquidated at any time thereafter

and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from

its obligations under this Indenture and the Notes.

case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in

substance) may be made in the Notes thereafter to be issued as may be appropriate.

Section

11.03 Officer’s Certificate and Opinion of Counsel to Be Given to Trustee. No such consolidation, merger,

sale, conveyance, transfer or lease shall be effective unless the Trustee shall receive an Officer’s Certificate and an Opinion

of Counsel each stating and as conclusive evidence that any such consolidation, merger, sale, conveyance, transfer or lease and any such

assumption and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, complies with

the provisions of this Article 11.

Article

Immunity of Incorporators, Stockholders, Officers and Directors

Section

12.01 Indenture and Notes Solely Corporate Obligations.

No recourse for the payment of the principal of or accrued and unpaid interest on any Note, nor for any claim based thereon

or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Company in this Indenture

or in any supplemental indenture or in any Note, nor because of the creation of any indebtedness represented thereby, shall be

had against any incorporator, stockholder, employee, agent, Officer or director or Subsidiary, as such, past, present or future,

of the Company or of any successor corporation, either directly or through the Company or any successor corporation, whether by

virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being

expressly understood that all such liability is hereby expressly waived and released as a condition of, and as a consideration

for, the execution of this Indenture and the issue of the Notes.

Article

[Intentionally Omitted]

Article

Conversion of Notes

Section

14.01 Conversion Privilege.

(a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such

Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral

multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior

to the close of business on the Business Day immediately preceding December 1, 2031 under the circumstances and during the periods

set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after December 1, 2031

and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case,

at an initial conversion rate of 26.7094 shares of Class A Common Stock (subject to adjustment as provided in this Article 14,

the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement

provisions of Section 14.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if

other than Trustee) shall have any liability or responsibility for determining the convertibility of the Notes or whether any

condition to such convertibility has been satisfied.

(b)

(i) Prior to the close of business on the Business Day immediately preceding December 1, 2031, a Holder may surrender all or

any portion of its Notes for conversion at any time during the five Business Day period immediately after any ten consecutive

Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes,

as determined following a request by a Holder of Notes in accordance with this subsection (b) (i), for each Trading Day of the

Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock on each such Trading

Day and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant

to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Bid Solicitation Agent (if other

than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company

has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting

as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount of

Notes) unless a Holder of at least $5,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence

that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last

Reported Sale Price of the Class A Common Stock on such Trading Day and the Conversion Rate on such Trading Day, at which time

the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as

Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next

Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or

equal to 98% of the product of the Last Reported Sale Price of the Class A Common Stock and the Conversion Rate. If (x) the Company

is not acting as Bid Solicitation Agent, and the Company does not, when the Company is required to, instruct the Bid Solicitation

Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence,

or if the Company gives such instruction to the Bid Solicitation Agent and the Bid Solicitation Agent fails to make such determination,

or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided

in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes on any date shall be deemed

to be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock and the Conversion Rate on each

Trading Day of such failure. If the Trading Price condition set forth above has been met, the Company shall promptly notify the

Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing. Any such determination shall be conclusive

absent manifest error. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000

principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Common

Stock and the Conversion Rate for such date, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if

other than the Trustee) in writing and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company)

shall be required to solicit bids (or determine the Trading Price of the Notes as set forth in this Indenture) again unless a

new Holder request is made as provided in this subsection (b)(i). Neither the Trustee nor the Bid Solicitation Agent (if other

than the Company) shall have any liability or responsibility for any Trading Price or related information or the accuracy thereof.

(ii)

If, prior to the close of business on the Business Day immediately preceding December 1, 2031, the Company elects to:

(A)

distribute to all or substantially all holders of the Class A Common Stock any rights, options or warrants (other than

in connection with a stockholder rights plan prior to the separation of such rights from the Class A Common Stock) entitling them,

for a period of not more than 60 calendar days after the announcement date of such distribution, to subscribe for or purchase

shares of the Class A Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the

Class A Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding

the date of announcement of such distribution; or

(B) distribute to all or substantially all holders of the Class A Common Stock the Company’s assets, securities or rights

to purchase securities of the Company (other than in connection with a stockholder rights plan prior to separation of such rights

from the Class A Common Stock), which distribution has a per share value, as reasonably determined by the Company in good faith,

exceeding 10% of the Last Reported Sale Price of the Class A Common Stock on the Trading Day preceding the date of announcement

for such distribution,

then,

in either case, the Company shall notify all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)

in writing at least 25 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution (or, if later in the case of

any such separation of rights issued pursuant to a stockholder rights plan, as soon as reasonably practicable after the Company

becomes aware that such separation or triggering event has occurred or will occur). Once the Company has given such notice, a

Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business

on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement

that such distribution will not take place, in each case, even if the Notes are not otherwise convertible at such time; provided

that Holders may not convert their Notes pursuant to this subsection (b)(ii) if they participate, at the same time and upon

the same terms as holders of the Class A Common Stock and solely as a result of holding the Notes, in any of the transactions

described in clause (A) or (B) of this subsection (b)(ii) without having to convert their Notes as if they held a number of shares

of Class A Common Stock equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes

held by such Holder.

(iii)

If (A) a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to

the close of business on the Business Day immediately preceding December 1, 2031, regardless of whether a Holder has the right

to require the Company to repurchase the Notes pursuant to Section 15.02, or (B) the Company is a party to a Share Exchange Event

(other than a Share Exchange Event that is solely for the purpose of changing the Company’s jurisdiction of organization

that (x) does not constitute a Fundamental Change or a Make-Whole Fundamental Change and (y) results in a reclassification, conversion

or exchange of outstanding shares of Class A Common Stock solely into shares of common stock of the surviving entity and such

common stock becomes Reference Property for the Notes) that occurs prior to the close of business on the Business Day immediately

preceding December 1, 2031, (each such Fundamental Change, Make-Whole Fundamental Change or Share Exchange Event, a “Corporate

Event”), all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the

effective date of such Corporate Event until the earlier of (x) 35 Trading Days after the effective date of the Corporate Event

(or, if the Company gives notice after the effective date of such Corporate Event, until 35 Trading Days after the date the Company

gives notice of such Corporate Event) or, if such Corporate Event also constitutes a Fundamental Change (other than an Exempted

Fundamental Change), until the close of business on the second Business Day immediately preceding the related Fundamental Change

Repurchase Date and (y) the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date. The

Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing as promptly as practicable

following the effective date of such Corporate Event, but in no event later than one Business Day after the effective date of

such Corporate Event.

(iv)

Prior to the close of business on the Business Day immediately preceding December 1, 2031, a Holder may surrender all or

any portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on

June 30, 2026 (and only during such calendar quarter), if the Last Reported Sale Price of the Class A Common Stock for at least

20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last

Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable

Trading Day.

(v)

If the Company calls any Notes for redemption prior to the close of business on the Business Day immediately preceding

December 1, 2031 pursuant to Article 16, then a Holder may surrender all or any portion of its Called Notes for conversion at

any time prior to the close of business on the second Scheduled Trading Day immediately preceding the Redemption Date, even if

the Called Notes are not otherwise convertible at such time. After that time, the right to convert such Called Notes on account

of the Company’s delivery of a Notice of Redemption shall expire, unless the Company defaults in the payment of the Redemption

Price, in which case a Holder of Called Notes may convert all or a portion of its Called Notes until the Redemption Price has

been paid or duly provided for. If the Company elects to redeem fewer than all of the outstanding Notes for redemption pursuant

to Article 16, and the Holder of any Note (or any owner of a beneficial interest in any Global Note) is reasonably not able to

determine, prior to the close of business on the 24th Scheduled Trading Day immediately preceding the related Redemption Date,

whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such redemption, then such Holder or owner,

as applicable, will be entitled to convert such Note or beneficial interest, as applicable, at any time before the close of business

on the second Scheduled Trading Day immediately preceding such Redemption Date, unless the Company defaults in the payment of

the Redemption Price, in which case such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest,

as applicable, until the Redemption Price has been paid or duly provided for, and each such conversion will be deemed to be of

a Note called for redemption, and such Note or beneficial interest will be deemed called for redemption solely for the purposes

of such conversion (“Deemed Redemption”). If a Holder elects to convert Called Notes during the related Redemption

Period, the Company will, under certain circumstances, increase the Conversion Rate for such Called Notes pursuant to Section

14.03. Accordingly, if the Company elects to redeem fewer than all of the outstanding Called Notes pursuant to Article 16, Holders

of the Notes that are not Called Notes will not be entitled to convert such Notes pursuant to this Section 14.01(b)(v) and will

not be entitled to an increase in the Conversion Rate on account of the Notice of Redemption for conversions of such Notes during

the related Redemption Period, even if such Notes are otherwise convertible pursuant to any other provision of this Section 14.01(b).

Section

14.02 Conversion Procedure; Settlement Upon

Conversion.

(a) Except as provided in Section 14.03(b) and Section 14.07(a), upon conversion of any Note, on the second Business Day immediately

following the last Trading Day of the relevant Observation Period, the Company shall pay or deliver, as the case may be, to the

converting Holder, in respect of each $1,000 principal amount of Notes being converted, an amount equal to the sum of the Daily

Settlement Amounts for each of the 20 Trading Days during the relevant Observation Period for such Note, together with cash, if

applicable, in lieu of delivering any fractional share of Class A Common Stock in accordance with subsection (j) of this Section

14.02.

(i) All conversions for which the relevant Conversion Date occurs after the Company’s issuance of a Notice of Redemption

with respect to the Notes and prior to the related Redemption Date, and all conversions for which the relevant Conversion Date

occurs on or after December 1, 2031 shall be settled using the same forms and amounts of consideration. Except for any conversions

for which the relevant Conversion Date occurs after the Company’s issuance of a Notice of Redemption with respect to the

Notes but prior to the related Redemption Date and any conversions for which the relevant Conversion Date occurs on or after December

1, 2031, the Company shall use the same forms and amounts of consideration for all conversions with the same Conversion Date,

but the Company shall not have any obligation to use the same forms and amounts of consideration with respect to conversions with

different Conversion Dates. If, in respect of any Conversion Date (or one of the periods described in the third immediately succeeding

set of parentheses, as the case may be), the Company elects to settle all or a portion of its Conversion Obligation in excess

of the principal portion of the Notes being converted in cash in respect of such Conversion Date (or such period, as the case

may be), the Company shall inform converting Holders, the Trustee and the Conversion Agent (if other than the Trustee) of such

election (the “Settlement Notice”) no later than the close of business on the Trading Day immediately following

the related Conversion Date (or, in the case of any conversions for which the relevant Conversion Date occurs (x) after the date

of issuance of a Notice of Redemption with respect to the Notes and prior to the related Redemption Date, in such Notice of Redemption

or (y) on or after December 1, 2031, no later than December 1, 2031) and the Company shall indicate in such Settlement Notice

the percentage of each share issuable upon conversion in excess of the principal portion of the Notes being converted that will

be paid in cash (the “Cash Percentage”). If the Company does not elect a Cash Percentage prior to the deadline

set forth in the immediately preceding sentence, the Company shall no longer have the right to elect a Cash Percentage and the

Company shall settle its Conversion Obligation by paying cash in respect of the principal portion of the converted Notes and delivering

shares of Class A Common Stock in respect of the remainder, if any, of its Conversion Obligation in excess of the aggregate principal

portion of the Notes being converted as set forth herein.

(ii)

The Daily Settlement Amounts (if applicable), the Daily Net Settlement Amounts (if applicable) and the Daily Conversion

Values (if applicable) shall be determined by the Company promptly following the last day of the Observation Period. Promptly

after such determination of the Daily Settlement Amounts, the Daily Net Settlement Amounts or the Daily Conversion Values, as

the case may be, and the amount of cash payable in lieu of delivering any fractional share of Class A Common Stock, the Company

shall notify the Trustee and the Conversion Agent (if other than the Trustee) of the Daily Settlement Amounts, the Daily Net Settlement

Amounts or the Daily Conversion Values, as the case may be, and the amount of cash payable in lieu of delivering fractional shares

of Class A Common Stock. The Trustee and the Conversion Agent (if other than the Trustee) shall have no responsibility for any

such determination.

(b) Subject to Section 14.02(e), before any Holder of a Note shall be entitled to convert a Note as set forth above, such Holder

shall (i) in the case of a Global Note, comply with the applicable procedures of the Depositary in effect at that time and, if

required, pay funds equal to any Special Interest payable on the next Special Interest Payment Date to which such Holder is not

entitled as set forth in Section 14.02(h) and (ii) in the case of a Physical Note (1) complete, manually sign and deliver an irrevocable

notice to the Conversion Agent as set forth in the Form of Notice of Conversion (or a facsimile, PDF or other electronic transmission

thereof) (a notice pursuant to the applicable procedure of the Depositary or a notice as set forth in the Form of Notice of Conversion,

a “Notice of Conversion”) at the office of the Conversion Agent and state in writing therein the principal

amount of Notes to be converted and the name or names (with addresses) in which such Holder wishes the certificate or certificates

for any shares of Class A Common Stock to be delivered upon settlement of the Conversion Obligation to be registered, (2) surrender

such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the

office of the Conversion Agent, (3) if required, furnish appropriate endorsements and transfer documents and (4) if required,

pay funds equal to any Special Interest payable on the next Special Interest Payment Date to which such Holder is not entitled

as set forth in Section 14.02(h). The Trustee (and if different, the Conversion Agent) shall notify the Company of any conversion

pursuant to this Article 14 on the Conversion Date for such conversion. No Notes may be surrendered for conversion by a Holder

thereof if such Holder has also delivered a Fundamental Change Repurchase Notice to the Company in respect of such Notes and has

not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03.

more than one Note shall be surrendered for conversion at one time by the same Holder, the Conversion Obligation with respect

to such Notes shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to

the extent permitted thereby) so surrendered.

(c) A Note shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion

Date”) that the Holder has complied with the requirements set forth in subsection (b) above. If any shares of Class

A Common Stock are due to a converting Holder, the Company shall issue or cause to be issued, and deliver (if applicable) to the

Conversion Agent or to such Holder, or such Holder’s nominee or nominees, the full number of shares of Class A Common Stock

to which such Holder shall be entitled, in book-entry format through the Depositary, in satisfaction of the Company’s Conversion

Obligation.

(d) In case any Note shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate

and deliver to or upon the written order of the Holder of the Note so surrendered a new Note or Notes in authorized denominations

in an aggregate principal amount equal to the unconverted portion of the surrendered Note, without payment of any service charge

by the converting Holder but, if required by the Company or Trustee, with payment of a sum sufficient to cover any documentary,

stamp or similar issue or transfer tax or similar governmental charge required by law or that may be imposed in connection therewith

as a result of the name of the Holder of the new Notes issued upon such conversion being different from the name of the Holder

of the old Notes surrendered for such conversion.

(e) If a Holder submits a Note for conversion, the Company shall pay any documentary, stamp or similar issue or transfer tax

due on the issue of any shares of Class A Common Stock upon conversion, unless the tax is due because the Holder requests such

shares to be issued in a name other than the Holder’s name, in which case the Holder shall pay that tax. The Conversion

Agent may refuse to deliver the certificates representing the shares of Class A Common Stock being issued in a name other than

the Holder’s name until the Trustee receives a sum sufficient to pay any tax that is due by such Holder in accordance with

the immediately preceding sentence.

(f) Except as provided in Section 14.04, no adjustment shall be made for dividends on any shares of Class A Common Stock issued

upon the conversion of any Note as provided in this Article 14.

(g) Upon the conversion of an interest in a Global Note, the Trustee, or the Custodian at the direction of the Trustee, shall

make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify

the Trustee in writing of any conversion of Notes effected through any Conversion Agent other than the Trustee.

(h) Upon conversion, a Holder shall not receive any separate cash payment for accrued and unpaid interest, if any, except as

set forth below. The Company’s settlement of the full Conversion Obligation shall be deemed to satisfy in full its obligation

to pay the principal amount of the Note and accrued and unpaid interest, if any, to, but not including, the relevant Conversion

Date. As a result, accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date shall be deemed to

be paid in full rather than cancelled, extinguished or forfeited. Upon a conversion of Notes, accrued and unpaid interest, if

any, will be deemed to be paid first out of the cash paid upon such conversion. Notwithstanding the foregoing, if Notes are converted

after the close of business on a Special Interest Record Date for the payment of Special Interest, and prior to the open of business

on the corresponding Special Interest Payment Date, Holders of such Notes as of the close of business on such Special Interest

Record Date will receive the full amount of any Special Interest payable on such Notes on the corresponding Special Interest Payment

Date notwithstanding the conversion. Notes surrendered for conversion during the period from the close of business on any Special

Interest Record Date to the open of business on the immediately following Special Interest Payment Date must be accompanied by

funds equal to the amount of any Special Interest payable on the Notes so converted; provided that no such payment shall

be required (1) for conversions following the close of business on February 15, 2032, if and to the extent Special Interest is

payable on the Maturity Date; (2) if the Company has specified a Redemption Date that is after a Special Interest Record Date

and on or prior to the Scheduled Trading Day immediately following the corresponding Special Interest Payment Date; (3) if the

Company has specified a Fundamental Change Repurchase Date that is after a Special Interest Record Date and on or prior to the

Business Day immediately following the corresponding Special Interest Payment Date; or (4) to the extent of any overdue interest,

if any overdue interest exists at the time of conversion with respect to such Note. Therefore, for the avoidance of doubt, all

Holders of record on February 15, 2032 (if and to the extent Special Interest is payable on the Maturity Date), Redemption Date

or any Fundamental Change Repurchase Date described in (2) and (3) shall receive the full Special Interest payment due on the

Maturity Date or other applicable Special Interest Payment Date in cash regardless of whether their Notes have been converted

following February 15, 2032, or any applicable Special Interest Record Date.

(i) The Person in whose name any shares of Class A Common Stock shall be issuable upon conversion shall be treated as a stockholder

of record as of the close of business on the last Trading Day of the relevant Observation Period. Upon a conversion of Notes,

such Person shall no longer be a Holder of such Notes surrendered for conversion.

(j) The Company shall not issue any fractional share of Class A Common Stock upon conversion of the Notes and shall instead

pay cash in lieu of delivering any fractional share of Class A Common Stock issuable upon conversion based on the Daily VWAP for

the last Trading Day of the relevant Observation Period. For each Note surrendered for conversion, the full number of shares,

if any, that shall be issued upon conversion thereof shall be computed on the basis of the aggregate Daily Settlement Amounts

for the relevant Observation Period and any fractional shares remaining after such computation shall be paid in cash.

Section

14.03 Increased Conversion Rate Applicable to

Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes or a Notice of Redemption.

(a) If (i) the Effective Date of a Make-Whole Fundamental Change occurs prior to the Maturity Date and a Holder elects to convert

its Notes in connection with such Make-Whole Fundamental Change or (ii) the Company delivers a Notice of Redemption as provided

under Section 16.02 and a Holder elects to convert its Called Notes (or any portion thereof) during the related Redemption Period,

as the case may be, the Company shall, under the circumstances described below, increase the Conversion Rate for the Notes so

surrendered for conversion by a number of additional shares of Class A Common Stock (the “Additional Shares”),

as described below. A conversion of Notes shall be deemed for these purposes to be “in connection with” a Make-Whole

Fundamental Change if the relevant Conversion Date occurs during the period from, and including, the Effective Date of the Make-Whole

Fundamental Change up to, and including, the Business Day immediately prior to the related Fundamental Change Repurchase Date

(or, in the case of an Exempted Fundamental Change or a Make-Whole Fundamental Change that would have been a Fundamental Change

but for the proviso in clause (b) of the definition thereof, the 35th Trading Day immediately following the Effective Date

of such Make-Whole Fundamental Change) (such period, the “Make-Whole Fundamental Change Period”). For the avoidance

of doubt, if the Company elects to redeem fewer than all of the outstanding Notes pursuant to Article 16, Holders of the Notes

that are not Called Notes will not be entitled to convert such Notes pursuant to Section 14.01(b)(v) and will not be entitled

to an increase in the Conversion Rate for conversions of such Notes (on account of the Notice of Redemption) during the applicable

Redemption Period, even if such Notes are otherwise convertible pursuant to Section 14.01(b)(i)- (iv).

(b) Upon surrender of Notes for conversion in connection with a Make-Whole Fundamental Change or upon surrender of Called Notes

for conversion during a Redemption Period, the Company shall pay or deliver, as the case may be, the Conversion Obligation due

in respect of such Notes in accordance with Section 14.02 based on the Conversion Rate as increased to reflect the Additional

Shares in accordance with this Section 14.03; provided, however, that if, at the effective time of a Make-Whole

Fundamental Change described in clause (b) of the definition of Fundamental Change, the Reference Property following such Make-Whole

Fundamental Change is composed entirely of cash, for any conversion of Notes following the Effective Date of such Make-Whole Fundamental

Change, the Conversion Obligation shall be calculated based solely on the Stock Price for the transaction and shall be deemed

to be an amount of cash per $1,000 principal amount of converted Notes equal to the Conversion Rate (including any increase to

reflect the Additional Shares), multiplied by such Stock Price. In such event, the Conversion Obligation shall be determined

and paid to Holders in cash on the fifth Business Day following the Conversion Date. The Company shall notify the Holders, the

Trustee, and the Conversion Agent (if other than the Trustee) in writing of the Effective Date of any Make-Whole Fundamental Change

no later than five Business Days after such Effective Date.

(c) The number of Additional Shares, if any, by which the Conversion Rate shall be increased for conversions in connection

with a Make-Whole Fundamental Change or, with respect to conversions of Called Notes, during the related Redemption Period shall

be determined by reference to the table below, based on the date on which the Make-Whole Fundamental Change occurs or becomes

effective or the date the Company delivers the Notice of Redemption, as the case may be (in each case, the “Effective

Date”), and the price (the “Stock Price”) paid (or deemed to be paid) per share of the Class A Common

Stock in the Make-Whole Fundamental Change or determined with respect to the Notice of Redemption, as the case may be. If the

holders of the Class A Common Stock receive in exchange for their Class A Common Stock only cash in a Make-Whole Fundamental Change

described in clause (b) of the definition of Fundamental Change, the Stock Price shall be the cash amount paid per share. Otherwise,

the Stock Price shall be the average of the Last Reported Sale Prices of the Class A Common Stock over the five consecutive Trading

Day period ending on, and including, the Trading Day immediately preceding the applicable Effective Date. If a conversion of Called

Notes during a Redemption Period would also be deemed to be in connection with a Make-Whole Fundamental Change, a Holder of any

such Notes to be converted will be entitled to a single increase to the Conversion Rate with respect to the first to occur of

the Effective Date of the Notice of Redemption or the Make-Whole Fundamental Change, as applicable, and the later event shall

be deemed not to have occurred for purposes of such conversion for purposes of this Section 14.03. The Company shall make appropriate

adjustments (without duplication in respect of any adjustments made pursuant to Section 14.04) to the Stock Price, in its good

faith determination, to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment

to the Conversion Rate where the Ex-Dividend Date, Effective Date (as such term is used in Section 14.04) or expiration date of

the event occurs, during such five consecutive Trading Day period.

(d) The Stock Prices set forth in the column headings of the table below shall be adjusted as of any date on which the Conversion

Rate of the Notes is otherwise adjusted. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to

such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment

giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional

Shares set forth in the table below shall be adjusted in the same manner and at the same time as the Conversion Rate as set forth

in Section 14.04.

(e)

The following table sets forth the number of Additional Shares by which the Conversion Rate shall be increased per $1,000

principal amount of Notes pursuant to this Section 14.03 for each Stock Price and Effective Date set forth below:

Stock Price

Effective Date

$28.80

$30.00

$35.00

$37.44

$45.00

$48.67

$50.00

$75.00

$100.00

$125.00

$150.00

$200.00

March 30, 2026

8.0128

7.4420

5.5611

4.8638

3.2940

2.7556

2.5870

0.8508

0.2813

0.0753

0.0096

0.0000

March 1, 2027

8.0128

7.4420

5.5611

4.8638

3.2940

2.7556

2.5870

0.8233

0.2569

0.0634

0.0063

0.0000

March 1, 2028

8.0128

7.4420

5.5611

4.8638

3.2940

2.7556

2.5808

0.7371

0.2046

0.0404

0.0014

0.0000

March 1, 2029

8.0128

7.4420

5.5611

4.8638

3.1896

2.5635

2.3720

0.5824

0.1292

0.0150

0.0000

March 1, 2030

8.0128

7.4420

5.5611

4.7417

2.7567

2.1372

1.9514

0.3583

0.0476

0.0002

0.0000

March 1, 2031

8.0128

7.4420

4.8400

3.8347

1.8787

1.3332

1.1780

0.1008

0.0008

0.0000

March 1, 2032

8.0128

6.6240

1.8620

0.0000

The

exact Stock Price and Effective Date may not be set forth in the table above, in which case:

(i)

if the Stock Price is between two Stock Prices in the table above or the Effective Date is between two Effective Dates

in the table, the number of Additional Shares by which the Conversion Rate shall be increased shall be determined by a straight-line

interpolation between the number of Additional Shares set forth for the higher and lower Stock Prices and the earlier and later

Effective Dates, as applicable, based on a 365-or 366-day year;

(ii)

if the Stock Price is greater than $200.00 per share (subject to adjustment in the same manner as the Stock Prices set

forth in the column headings of the table above pursuant to subsection (d) above), no Additional Shares shall be added to the

Conversion Rate; and

(iii)

if the Stock Price is less than $28.80 per share (subject to adjustment in the same manner as the Stock Prices set forth

in the column headings of the table above pursuant to subsection (d) above), no Additional Shares shall be added to the Conversion

Rate.

Notwithstanding

the foregoing, in no event shall the Conversion Rate per $1,000 principal amount of Notes exceed 34.7222 shares of Class A Common

Stock, subject to adjustment in the same manner as the Conversion Rate pursuant to Section 14.04.

(f) Nothing in this Section 14.03 shall prevent an adjustment to the Conversion Rate that would otherwise be required pursuant

to Section 14.04 in respect of a Make-Whole Fundamental Change.

Section

14.04 Adjustment of Conversion Rate. The

Conversion Rate shall be adjusted from time to time by the Company if any of the following events occurs, except that the Company

shall not make any adjustments to the Conversion Rate if Holders of the Notes participate (other than in the case of (x) a share

split or share combination or (y) a tender or exchange offer), at the same time and upon the same terms as holders of the Class

A Common Stock and solely as a result of holding the Notes, in any of the transactions described in this Section 14.04, without

having to convert their Notes, as if they held a number of shares of Class A Common Stock equal to the Conversion Rate, multiplied

by the principal amount (expressed in thousands) of Notes held by such Holder.

(a) If the Company exclusively issues shares of Class A Common Stock as a dividend or distribution on shares of the Class A

Common Stock, or if the Company effects a share split or share combination, the Conversion Rate shall be adjusted based on the

following formula:

where

CR0

the Conversion Rate in effect immediately prior to the open of business

on the Ex-Dividend Date of such dividend or distribution, or immediately prior to the open of business on the Effective Date of

such share split or share combination, as applicable;

CR1

the Conversion Rate in effect immediately after the open of business

on such Ex-Dividend Date or Effective Date;

OS0

the number of shares of Class A Common Stock outstanding immediately

prior to the open of business on such Ex-Dividend Date or Effective Date (before giving effect to any such dividend, distribution,

split or combination); and

OS1

the number of shares of Class A Common Stock outstanding immediately

after giving effect to such dividend, distribution, share split or share combination.

Any

adjustment made under this Section 14.04(a) shall become effective immediately after the open of business on the Ex-Dividend Date

for such dividend or distribution, or immediately after the open of business on the Effective Date for such share split or share

combination, as applicable. If any dividend or distribution of the type described in this Section 14.04(a) is declared but not

so paid or made, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines

not to pay such dividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution

had not been declared.

(b) If the Company distributes to all or substantially all holders of the Class A Common Stock any rights, options or warrants

(other than pursuant to a stockholder rights plan) entitling them, for a period of not more than 60 calendar days after the announcement

date of such distribution, to subscribe for or purchase shares of the Class A Common Stock at a price per share that is less than

the average of the Last Reported Sale Prices of the Class A Common Stock for the 10 consecutive Trading Day period ending on,

and including, the Trading Day immediately preceding the date of announcement of such distribution, the Conversion Rate shall

be increased based on the following formula:

where,

CR0

the Conversion Rate in effect immediately prior to the open of business

on the Ex-Dividend Date for such distribution;

CR1

the Conversion Rate in effect immediately after the open of business

on such Ex-Dividend Date;

OS0

the number of shares of Class A Common Stock outstanding immediately

prior to the open of business on such Ex-Dividend Date;

X =

the total number of shares of Class A Common Stock distributable pursuant

to such rights, options or warrants; and

Y =

the number of shares of Class A Common Stock equal to the aggregate

price payable to exercise such rights, options or warrants, divided by the average of the Last Reported Sale Prices of the Class

A Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the

date of announcement of the distribution of such rights, options or warrants.

Any

increase made under this Section 14.04(b) shall be made successively whenever any such rights, options or warrants are distributed

and shall become effective immediately after the open of business on the Ex-Dividend Date for such distribution. To the extent

that shares of the Class A Common Stock are not delivered after the expiration of such rights, options or warrants, the Conversion

Rate shall be decreased to the Conversion Rate that would then be in effect had the increase with respect to the distribution

of such rights, options or warrants been made on the basis of delivery of only the number of shares of Class A Common Stock actually

delivered. If such rights, options or warrants are not so distributed, the Conversion Rate shall be decreased to the Conversion

Rate that would then be in effect if such Ex-Dividend Date for such distribution had not occurred.

For

purposes of this Section 14.04(b) and for the purpose of Section 14.01(b)(ii)(A), in determining whether any rights, options or

warrants entitle the holders of Class A Common Stock to subscribe for or purchase shares of the Class A Common Stock at a price

per share that is less than such average of the Last Reported Sale Prices of the Class A Common Stock for the 10 consecutive Trading

Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution, and

in determining the aggregate offering price of such shares of Class A Common Stock, there shall be taken into account any consideration

received by the Company for such rights, options or warrants and any amount payable on exercise or conversion thereof, the value

of such consideration, if other than cash, to be determined by the Company in good faith.

(c) If the Company distributes shares of its Capital Stock, evidences of its indebtedness, other assets or property of the

Company or rights, options or warrants to acquire its Capital Stock or other securities, to all or substantially all holders of

the Class A Common Stock, excluding (i) dividends, distributions or issuances (including share splits) as to which an adjustment

was effected pursuant to Section 14.04(a) or Section 14.04(b) (or would have been effected but for the 1% Exception), (ii) except

as otherwise provided in Section 14.11, rights issued pursuant to any stockholder rights plan of the Company then in effect, (iii)

distributions of Reference Property issued in exchange for, or upon conversion of, Class A Common Stock in a Share Exchange Event,

(iv) dividends or distributions paid exclusively in cash as to which the provisions set forth in Section 14.04(d) shall apply,

and (v) Spin-Offs as to which the provisions set forth below in this Section 14.04(c) shall apply (any of such shares of Capital

Stock, evidences of indebtedness, other assets or property or rights, options or warrants to acquire Capital Stock or other securities,

the “Distributed Property”), then the Conversion Rate shall be increased based on the following formula:

where,

CR0

the Conversion Rate in effect immediately prior to the open of business

on the Ex-Dividend Date for such distribution;

CR1

the Conversion Rate in effect immediately after the open of business

on such Ex-Dividend Date;

SP0

the average of the Last Reported Sale Prices of the Class A Common Stock

over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date

for such distribution; and

FMV =

the fair market value (as determined by the Company in good faith) of

the Distributed Property with respect to each outstanding share of the Class A Common Stock on the Ex-Dividend Date for such distribution.

Any

increase made under the portion of this Section 14.04(c) above shall become effective immediately after the open of business on

the Ex-Dividend Date for such distribution. If such distribution is not so paid or made, the Conversion Rate shall be decreased

to be the Conversion Rate that would then be in effect if such distribution had not been declared. In the case of any distribution

of rights, options or warrants, to the extent such rights, options or warrants expire unexercised, the Conversion Rate shall be

immediately readjusted to the Conversion Rate that would then be in effect had such unexercised rights, options or warrants not

been distributed. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than “SP0”

(as defined above), in lieu of the foregoing increase, each Holder of a Note shall receive, in respect of each $1,000 principal

amount thereof, at the same time and upon the same terms as Holders of the Class A Common Stock and without having to convert

its Notes, the amount and kind of Distributed Property such Holder would have received if such Holder owned a number of shares

of Class A Common Stock equal to the Conversion Rate in effect on the Ex-Dividend Date for the distribution.

With

respect to an adjustment pursuant to this Section 14.04(c) where there has been a payment of a dividend or other distribution

on the Class A Common Stock of shares of Capital Stock of any class or series, or similar equity interest, of or relating to a

Subsidiary or other business unit of the Company, that are, or, when issued, will be, listed or admitted for trading on a U.S.

national securities exchange (a “Spin-Off”), the Conversion Rate shall be increased based on the following

formula:

where,

CR0

the Conversion Rate in effect immediately prior to the end of the Valuation

Period;

CR1

the Conversion Rate in effect immediately after the end of the Valuation

Period;

FMV0

the average of the Last Reported Sale Prices of the Capital Stock or

similar equity interest distributed to holders of the Class A Common Stock applicable to one share of the Class A Common Stock

(determined by reference to the definition of Last Reported Sale Price as set forth in Section 1.01 as if references therein to

Class A Common Stock were to such Capital Stock or similar equity interest) over the first 10 consecutive Trading Day period after,

and including, the Ex-Dividend Date of the Spin-Off (the “Valuation Period”); and

MP0

the average of the Last Reported Sale Prices of the Class A Common Stock

over the Valuation Period.

The

increase to the Conversion Rate under the preceding paragraph shall occur at the close of business on the last Trading Day of

the Valuation Period; provided that for any Trading Day that falls within the relevant Observation Period for such conversion

and within the Valuation Period, the reference to “10” in the preceding paragraph shall be deemed to be replaced with

such lesser number of Trading Days as have elapsed from, and including, the Ex-Dividend Date of such Spin-Off to, and including,

such Trading Day in determining the Conversion Rate as of such Trading Day of such Observation Period. If any dividend or distribution

that constitutes a Spin-Off is declared but not so paid or made, the Conversion Rate shall be immediately decreased, effective

as of the date the Board of Directors determines not to pay or make such dividend or distribution, to the Conversion Rate that

would then be in effect if such dividend or distribution had not been declared or announced.

For

purposes of this Section 14.04(c) (and subject in all respects to Section 14.11), rights, options or warrants distributed by the

Company to all Holders of the Class A Common Stock entitling them to subscribe for or purchase shares of the Company’s Class

A Common Stock, which rights, options or warrants, until the occurrence of a specified event or events (“Trigger Event”):

(i) are deemed to be transferred with such shares of the Class A Common Stock; (ii) are not exercisable; and (iii) are also issued

in respect of future issuances of the Class A Common Stock, shall be deemed not to have been distributed for purposes of this

Section 14.04(c) (and no adjustment to the Conversion Rate under this Section 14.04(c) will be required) until the occurrence

of the earliest Trigger Event, whereupon such rights, options or warrants shall be deemed to have been distributed and an appropriate

adjustment (if any is required) to the Conversion Rate shall be made under this Section 14.04(c). If any such right, option or

warrant, including any such existing rights, options or warrants distributed prior to the date of this Indenture, are subject

to events, upon the occurrence of which such rights, options or warrants become exercisable to purchase different securities,

evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the

date of distribution and Ex-Dividend Date with respect to new rights, options or warrants with such rights (in which case the

existing rights, options or warrants shall be deemed to terminate and expire on such date without exercise by any of the holders

thereof). In addition, in the event of any distribution (or deemed distribution) of rights, options or warrants, or any Trigger

Event or other event (of the type described in the immediately preceding sentence) with respect thereto that was counted for purposes

of calculating a distribution amount for which an adjustment to the Conversion Rate under this Section 14.04(c) was made, (1)

in the case of any such rights, options or warrants that shall all have been redeemed or purchased without exercise by any holders

thereof, upon such final redemption or purchase (x) the Conversion Rate shall be readjusted as if such rights, options or warrants

had not been issued and (y) the Conversion Rate shall then again be readjusted to give effect to such distribution, deemed distribution

or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or purchase price

received by a holder or holders of Class A Common Stock with respect to such rights, options or warrants (assuming such holder

had retained such rights, options or warrants), made to all holders of Class A Common Stock as of the date of such redemption

or purchase, and (2) in the case of such rights, options or warrants that shall have expired or been terminated without exercise

by any holders thereof, the Conversion Rate shall be readjusted as if such rights, options and warrants had not been issued.

For

purposes of Section 14.04(a), Section 14.04(b) and this Section 14.04(c), if any dividend or distribution to which this Section

14.04(c) is applicable also includes one or both of:

(A) a dividend or distribution of shares of Class A Common Stock to which Section 14.04(a) is applicable (the “Clause A Distribution”);

(B) a dividend or distribution of rights, options or warrants to which Section 14.04(b) is applicable (the “Clause B Distribution”),

then,

in either case, (1) such dividend or distribution, other than the Clause A Distribution and the Clause B Distribution, shall be

deemed to be a dividend or distribution to which this Section 14.04(c) is applicable (the “Clause C Distribution”)

and any Conversion Rate adjustment required by this Section 14.04(c) with respect to such Clause C Distribution shall then be

made, and (2) the Clause A Distribution and Clause B Distribution shall be deemed to immediately follow the Clause C Distribution

and any Conversion Rate adjustment required by Section 14.04(a) and Section 14.04(b) with respect thereto shall then be made,

except that, if determined by the Company (I) the “Ex-Dividend Date” of the Clause A Distribution and the Clause B

Distribution shall be deemed to be the Ex-Dividend Date of the Clause C Distribution and (II) any shares of Class A Common Stock

included in the Clause A Distribution or Clause B Distribution shall be deemed not to be “outstanding immediately prior

to the open of business on such Ex-Dividend Date or Effective Date” within the meaning of Section 14.04(a) or “outstanding

immediately prior to the open of business on such Ex-Dividend Date” within the meaning of Section 14.04(b).

(d) If the Company makes any cash dividend or distribution to all or substantially all holders of the Class A Common Stock, other

than a regular, quarterly cash dividend that does not exceed the Initial Dividend Threshold, the Conversion Rate shall be adjusted

based on the following formula:

CR0 =

the Conversion Rate in effect immediately prior to the

open of business on the Ex-Dividend Date for such dividend or distribution;

CR1 =

the Conversion Rate in effect immediately after the

open of business on the Ex-Dividend Date for such dividend or distribution;

SP0 =

the Last Reported Sale Price of the Class A Common Stock

on the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution;

T =

the Initial Dividend Threshold; provided that

if the dividend or distribution is not a regular quarterly cash dividend, the Initial Dividend Threshold shall be deemed to be

zero; and

C =

the amount in cash per share the Company distributes

to all or substantially all holders of the Class A Common Stock.

Any

increase pursuant to this Section 14.04(d) shall become effective immediately after the open of business on the Ex-Dividend Date

for such dividend or distribution. If such dividend or distribution is not so paid, the Conversion Rate shall be decreased, effective

as of the date the Board of Directors determines not to make or pay such dividend or distribution, to be the Conversion Rate that

would then be in effect if such dividend or distribution had not been declared. Notwithstanding the foregoing, if “C”

(as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase,

each Holder of a Note shall receive, for each $1,000 principal amount of Notes it holds, at the same time and upon the same terms

as holders of shares of the Class A Common Stock and without having to convert its Notes, the amount of cash that such Holder

would have received if such Holder owned a number of shares of Class A Common Stock equal to the Conversion Rate on the Ex-Dividend

Date for such cash dividend or distribution.

(e)

If the Company or any of its Subsidiaries make a payment in respect of a tender or exchange offer for the Class A Common Stock

that is subject to the then applicable tender offer rules under the Exchange Act (other than any odd-lot tender offer), to the

extent that the cash and value of any other consideration included in the payment per share of the Class A Common Stock exceeds

the average of the Last Reported Sale Prices of the Class A Common Stock over the 10 consecutive Trading Day period commencing

on, and including, the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender

or exchange offer, the Conversion Rate shall be increased based on the following formula:

where,

CR0 =

the Conversion Rate in effect immediately prior to the

close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such

tender or exchange offer expires;

CR1 =

the Conversion Rate in effect immediately after the

close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such

tender or exchange offer expires;

AC =

the aggregate value of all cash and any other consideration

(as determined by the Company in good faith) paid or payable for shares of Class A Common Stock purchased in such tender or exchange

offer;

OS0 =

the number of shares of Class A Common Stock outstanding

immediately prior to the date such tender or exchange offer expires (prior to giving effect to the purchase of all shares of Class

A Common Stock accepted for purchase or exchange in such tender or exchange offer);

OS1 =

the number of shares of Class A Common Stock outstanding

immediately after the date such tender or exchange offer expires (after giving effect to the purchase of all shares of Class A

Common Stock accepted for purchase or exchange in such tender or exchange offer); and

SP1 =

the average of the Last Reported Sale Prices of the

Class A Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding

the date such tender or exchange offer expires.

The

increase to the Conversion Rate under this Section 14.04(e) shall occur at the close of business on the 10th Trading Day immediately

following, and including, the Trading Day next succeeding the date such tender or exchange offer expires; provided that

for any Trading Day that falls within the relevant Observation Period for such conversion and within the 10 Trading Days immediately

following, and including, the Trading Day next succeeding the expiration date of any tender or exchange offer, references to “10”

or “10th” in the preceding paragraph shall be deemed replaced with such lesser number of Trading Days as have elapsed

from, and including, the Trading Day next succeeding the expiration date of such tender or exchange offer to, and including, such

Trading Day in determining the Conversion Rate as of such Trading Day for such Observation Period.

the Company or one of its Subsidiaries is obligated to purchase shares of Class A Common Stock pursuant to any such tender or

exchange offer described in this Section 14.04(e) but the Company or such Subsidiary is permanently prevented by applicable law

from effecting any such purchase or all such purchases are rescinded, the Conversion Rate shall be readjusted to be the Conversion

Rate that would then be in effect if such tender or exchange offer had not been made or had been made only in respect of the purchases

that have been made.

(f) Except as stated herein, the Company shall not adjust the Conversion Rate for the issuance of shares of the Class A Common Stock

or any securities convertible into or exchangeable for shares of the Class A Common Stock or the right to purchase shares of the

Class A Common Stock or such convertible or exchangeable securities.

(g) In addition to those adjustments required by clauses (a), (b), (c), (d) and (e) of this Section 14.04, and subject to applicable

exchange listing rules, the Company from time to time may increase the Conversion Rate by any amount for a period of at least

20 Business Days if the Company determines that such increase would be in the Company’s best interest. In addition, subject

to applicable exchange listing rules, the Company may (but is not required to) increase the Conversion Rate to avoid or diminish

any income tax to holders of Class A Common Stock or rights to purchase shares of Class A Common Stock in connection with a dividend

or distribution of shares of Class A Common Stock (or rights to acquire shares of Class A Common Stock) or similar event.

(h) Notwithstanding anything to the contrary in this Article 14, the Conversion Rate shall not be adjusted:

(i) upon the issuance of any shares of Class A Common Stock at a price below the Conversion Price or otherwise, other than any such

issuance described in clause (a), (b) or (c) of this Section 14.04;

(ii) upon the issuance of any shares of Class A Common Stock pursuant to any present or future plan providing for the reinvestment

of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares

of Common Stock under any plan;

(iii) upon the issuance of any shares of Class A Common Stock or options or rights to purchase those shares pursuant to any present

or future employee, director or consultant benefit or incentive plan or program (including pursuant to any evergreen plan) of

or assumed by the Company or any of the Company’s Subsidiaries;

(iv)

upon the issuance of any shares of the Class A Common Stock pursuant to any option, warrant, right or

exercisable, exchangeable or convertible security not described in clause (iii) of this subsection and outstanding as of the

date the Notes were first issued;

(v) for a third-party tender offer by any party other than a tender offer by one or more of the Company’s Subsidiaries as described

in clause (e) of this Section 14.04;

(vi) upon the repurchase of any shares of Class A Common Stock pursuant to an open market share purchase program or other buy-back

transaction, including structured or derivative transactions such as accelerated share repurchase transactions or similar forward

derivatives, or other buy-back transaction, that is not a tender offer or exchange offer of the kind described under clause (e)

of this Section 14.04;

(vii) solely for a change in the par value (or lack of par value) of the Class A Common Stock; or

(viii)

for accrued and unpaid interest, if any.

(i) All calculations and other determinations under this Article 14 shall be made by the Company and shall be made to the nearest

one-ten thousandth (1/10,000th) of a share.

(j) If an adjustment to the Conversion Rate otherwise required by this Section 14.04 would result in a change of less than 1% to the

Conversion Rate, then, notwithstanding the foregoing, the Company may, at its election, defer and carry forward such adjustment,

except that all such deferred adjustments must be given effect immediately upon the earliest to occur of the following: (i) when

all such deferred adjustments would result in an aggregate change of at least 1% to the Conversion Rate, (ii) each Trading Day

of any Observation Period related to any conversion of Notes, (iii) December 1, 2031, (iv) any date on which the Company delivers

a Notice of Redemption and (v) the Effective Date of any Fundamental Change and/or Make-Whole Fundamental Change, in each case,

unless the adjustment has already been made. The provisions described in the preceding sentence are referred to as the “1%

Exception.”

(k) Whenever the Conversion Rate is adjusted as herein provided, the Company shall promptly file with the Trustee (and the Conversion

Agent if not the Trustee) an Officer’s Certificate setting forth the Conversion Rate after such adjustment and setting forth

a brief statement of the facts requiring such adjustment. Unless and until a Responsible Officer of the Trustee shall have received

such Officer’s Certificate, the Trustee shall not be deemed to have knowledge of any adjustment of the Conversion Rate and

may assume without inquiry that the last Conversion Rate of which it has knowledge is still in effect. Promptly after delivery

of such certificate, the Company shall prepare a notice of such adjustment of the Conversion Rate setting forth the adjusted Conversion

Rate and the date on which each adjustment becomes effective and shall deliver such notice of such adjustment of the Conversion

Rate to each Holder (with a copy to the Trustee). Failure to deliver such notice shall not affect the legality or validity of

any such adjustment.

(l) For purposes of this Section 14.04, the number of shares of Class A Common Stock at any time outstanding shall not include shares

of Class A Common Stock held in the treasury of the Company so long as the Company does not pay any dividend or make any distribution

on shares of Class A Common Stock held in the treasury of the Company, but shall include shares of Class A Common Stock issuable

in respect of scrip certificates issued in lieu of fractions of shares of Class A Common Stock.

Section

14.05 Adjustments of Prices. Whenever any provision of this Indenture requires

the Company to calculate the Last Reported Sale Prices, the Daily VWAPs, the Daily Conversion Values, the Daily Net Settlement

Amounts or the Daily Settlement Amounts over a span of multiple days (including, without limitation, an Observation Period and

the period, if any, for determining the Stock Price for purposes of a Make-Whole Fundamental Change or a Notice of Redemption),

the Company shall, in good faith, make appropriate adjustments (without duplication in respect of any adjustment made pursuant

to Section 14.04) to each to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring

an adjustment to the Conversion Rate where the Ex-Dividend Date, Effective Date or expiration date, as the case may be, of the

event occurs at any time during the period when the Last Reported Sale Prices, the Daily VWAPs, the Daily Conversion Values, the

Daily Net Settlement Amounts or the Daily Settlement Amounts are to be calculated.

Section

14.06 Shares to Be Fully Paid. To the extent necessary to satisfy its obligations

under this Indenture, the Company shall reserve, free from preemptive rights, out of its authorized but unissued Class A Common

Stock, a sufficient number of shares of Class A Common Stock to permit the exchange of the Notes (assuming that at the time of

computation of such number of shares of Class A Common Stock, all such Notes would be converted by a single Holder, and including

the maximum number of Additional Shares that could be included in the Conversion Rate for a conversion in connection with a Make-Whole

Fundamental Change or a Notice of Redemption).

Section

14.07 Effect of Recapitalizations, Reclassifications and Changes of the Class A Common

Stock.

(a) In the case of:

(i) any recapitalization, reclassification or change of the Class A Common Stock (other than a change to par value, or from par value

to no par value, or changes resulting from a subdivision or combination),

(ii) any consolidation, merger, combination or similar transaction involving the Company,

(iii) any sale, lease or other transfer to a third party of the consolidated assets of the Company and the Company’s Subsidiaries

substantially as an entirety or

(iv) any statutory share exchange,

each case, as a result of which the Class A Common Stock would be converted into, or exchanged for, stock, other securities, other

property or assets (including cash or any combination thereof) (any such event, a “Share Exchange Event”),

then, at and after the effective time of such Share Exchange Event, the right to convert each $1,000 principal amount of Notes

shall be changed into a right to convert such principal amount of Notes into the kind and amount of shares of stock, other securities

or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Class A Common

Stock equal to the Conversion Rate immediately prior to such Share Exchange Event would have owned or been entitled to receive

(the “Reference Property,” with each “unit of Reference Property” meaning the kind and amount

of Reference Property that a holder of one share of Class A Common Stock is entitled to receive) upon such Share Exchange Event

and, prior to or at the effective time of such Share Exchange Event, the Company or the successor or acquiring Person, as the

case may be, shall execute with the Trustee a supplemental indenture permitted under Section 10.01(g) providing for such change

in the right to convert each $1,000 principal amount of Notes; provided, however, that at and after the effective

time of the Share Exchange Event (A) the amount otherwise payable in cash upon conversion of the Notes in accordance with Section

14.02 shall continue to be payable in cash, (B) the Company or the successor or acquiring Person, as the case may be, shall continue

to have the right to determine the form of consideration to be paid or delivered, as the case may be, in respect of the remainder,

if any, of the Conversion Obligation in excess of the principal amount of the Notes being converted in accordance with Section

14.02, (C) any shares of Class A Common Stock that the Company would have been required to deliver upon conversion of the Notes

in accordance with Section 14.02 shall instead be deliverable in the amount and type of Reference Property that a holder of that

number of shares of Class A Common Stock would have received in such Share Exchange Event and (D) the Daily VWAP shall be calculated

based on the value of a unit of Reference Property that a holder of one share of Class A Common Stock would have received in such

Share Exchange Event.

the Share Exchange Event causes the Class A Common Stock to be converted into, or exchanged for, the right to receive more than

a single type of consideration (determined based in part upon any form of stockholder election), then (i) the Reference Property

into which the Notes will be convertible shall be deemed to be the weighted average of the types and amounts of consideration

actually received by the holders of Class A Common Stock, and (ii) the unit of Reference Property for purposes of the immediately

preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one share of Class A Common Stock.

If the holders of the Class A Common Stock receive only cash in such Share Exchange Event, then for all conversions for which

the relevant Conversion Date occurs after the effective date of such Share Exchange Event (A) the consideration due upon conversion

of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion

Date (as may be increased by any Additional Shares pursuant to Section 14.03), multiplied by the price paid per share of

Class A Common Stock in such Share Exchange Event and (B) the Company shall satisfy the Conversion Obligation by paying cash to

converting Holders on the fifth Business Day immediately following the relevant Conversion Date. The Company shall notify Holders,

the Trustee and the Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as practicable after

such determination is made.

the Reference Property in respect of any such Share Exchange Event includes, in whole or in part, shares of Common Equity or American

depositary receipts (or other interests) in respect thereof, such supplemental indenture described in the second immediately preceding

paragraph shall provide for anti-dilution and other adjustments that shall be as nearly equivalent as is possible to the adjustments

provided for in this Article 14 with respect to the portion of the Reference Property consisting of such Common Equity or American

depositary receipts (or other interests) in respect thereof. If, in the case of any Share Exchange Event, the Reference Property

includes shares of stock, securities or other property or assets (including any combination thereof), other than cash and/or cash

equivalents, of a Person other than the Company or the successor or acquiring Person, as the case may be, in such Share Exchange

Event, then such supplemental indenture shall also be executed by such other Person, if such Person is an Affiliate of the Company

or the successor or acquiring Person, and shall contain such additional provisions to protect the interests of the Holders as

the Company shall in good faith reasonably consider necessary by reason of the foregoing, including the provisions providing for

the purchase rights set forth in Article 15.

(b) When the Company executes a supplemental indenture pursuant to subsection (a) of this Section 14.07, the Company shall promptly

file with the Trustee an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cash, securities

or property or asset that will comprise a unit of Reference Property after any such Share Exchange Event, any adjustment to be

made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver or cause to be

delivered notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be

delivered to each Holder within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality

or validity of such supplemental indenture.

(c) The Company shall not become a party to any Share Exchange Event unless its terms are consistent with this Section 14.07. None

of the foregoing provisions shall affect the right of a Holder of Notes to convert its Notes into cash up to the aggregate principal

amount of such Notes and cash, shares of Class A Common Stock or a combination of cash and shares of Class A Common Stock, as

applicable, in respect of the remainder, if any, of the Conversion Obligation in excess of the aggregate principal amount of such

Notes as set forth in Section 14.01 and Section 14.02 prior to the effective date of such Share Exchange Event.

(d) The above provisions of this Section shall similarly apply to successive Share Exchange Events.

Section

14.08 Certain Covenants. (a) The Company covenants that all shares of Class A

Common Stock issued upon conversion of Notes will be fully paid and non-assessable by the Company and free from all taxes, liens

and charges with respect to the issue thereof.

(b) The Company covenants that, if any shares of Class A Common Stock to be provided for the purpose of conversion of Notes hereunder

require registration with or approval of any governmental authority under any federal or state law before such shares of Class

A Common Stock may be validly issued upon conversion, the Company will, to the extent then permitted by the rules and interpretations

of the Commission, secure such registration or approval, as the case may be.

(c) The Company further covenants that if at any time the Class A Common Stock shall be listed on any national securities exchange

or automated quotation system the Company will list and keep listed, so long as the Class A Common Stock shall be so listed on

such exchange or automated quotation system, any Class A Common Stock issuable upon conversion of the Notes.

Section

14.09 Responsibility of Trustee and any Other Conversion Agent. The Trustee and

any other Conversion Agent shall not at any time be under any duty or responsibility to any Holder to determine the Conversion

Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Conversion

Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed,

or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent

shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Class A Common Stock,

or of any securities, property or cash that may at any time be issued or delivered upon the conversion of any Note; and the Trustee

and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall

be responsible for any failure of the Company to issue, transfer or deliver any shares of Class A Common Stock or stock certificates

or other securities or property or cash upon the surrender of any Note for the purpose of conversion or to comply with any of

the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the foregoing,

neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions

contained in any supplemental indenture entered into pursuant to Section 14.07 relating either to the kind or amount of shares

of stock or securities or property (including cash) receivable by Holders upon the conversion of their Notes after any event referred

to in such Section 14.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.01,

may accept (without any independent investigation) as conclusive evidence of the correctness of any such provisions, and shall

be protected in relying upon, the Officer’s Certificate (which the Company shall be obligated to file with the Trustee prior

to the execution of any such supplemental indenture) with respect thereto. Neither the Trustee nor the Conversion Agent shall

be responsible for determining whether any event contemplated by Section 14.01(b) has occurred that makes the Notes eligible for

conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Conversion Agent the notices

referred to in Section 14.01(b) with respect to the commencement or termination of such conversion rights, on which notices the

Trustee and the Conversion Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the

Conversion Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section

14.01(b).

Section

14.10 Notice to Holders Prior to Certain Actions. In case of any:

(a) action by the Company or one of its Subsidiaries that would require an adjustment in the Conversion Rate pursuant to Section 14.04

or Section 14.11; or

(b) voluntary or involuntary dissolution, liquidation or winding-up of the Company;

then,

in each case (unless notice of such event is otherwise required pursuant to another provision of this Indenture), the Company

shall cause to be filed with the Trustee and the Conversion Agent (if other than the Trustee) and to be delivered to each Holder,

as promptly as possible but in any event at least 10 days prior to the applicable date hereinafter specified, a notice stating

(i) the date on which a record is to be taken for the purpose of such action by the Company or one of its Subsidiaries or, if

a record is not to be taken, the date as of which the holders of Class A Common Stock of record are to be determined for the purposes

of such action by the Company or one of its Subsidiaries, or (ii) the date on which such dissolution, liquidation or winding-up

is expected to become effective or occur, and the date as of which it is expected that holders of Class A Common Stock of record

shall be entitled to exchange their Class A Common Stock for securities or other property deliverable upon such dissolution, liquidation

or winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such action by

the Company or one of its Subsidiaries, dissolution, liquidation or winding-up.

Section

14.11 Stockholder Rights Plans. If the Company has a stockholder rights plan

in effect upon conversion of the Notes, each share of Class A Common Stock, if any, issued upon such conversion shall be entitled

to receive the appropriate number of rights, if any, and the certificates representing the Class A Common Stock issued upon such

conversion shall bear such legends, if any, in each case as may be provided by the terms of any such stockholder rights plan,

as the same may be amended from time to time. However, if, prior to any conversion of Notes, the rights have separated from the

shares of Class A Common Stock in accordance with the provisions of the applicable stockholder rights plan, the Conversion Rate

shall be adjusted at the time of separation as if the Company distributed to all or substantially all holders of the Class A Common

Stock Distributed Property as provided in Section 14.04(c), subject to readjustment in the event of the expiration, termination

or redemption of such rights.

Section

14.12 Exchange in Lieu of Conversion.

(a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”),

direct the Conversion Agent to deliver, on or prior to the Trading Day immediately following the Conversion Date, such Notes to

one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for

exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s)

must agree to timely pay and deliver, as the case may be, in exchange for such Notes, cash up to the aggregate principal amount

of such Notes and cash, shares of Class A Common Stock or combination thereof, at the Company’s election, in respect of

the remainder, if any, of the Conversion Obligation in excess of the aggregate principal amount of such Notes that would otherwise

be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s)

(the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, by the close

of business on the Trading Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion

Agent (if other than the Trustee) and the Holder surrendering Notes for conversion that the Company has made the Exchange Election,

and the Company shall promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion

Consideration and the applicable Cash Percentage.

(b) Any Notes delivered to the Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures

of the Depositary. If the Designated Financial Institution(s) agree(s) to accept any Notes for exchange but does not timely pay

and/or deliver, as the case may be, the related Conversion Consideration, or if such Designated Financial Institution(s) does

not accept the Notes for exchange, the Company shall pay and/or deliver, as the case may be, the relevant Conversion Consideration,

as, and at the time, required pursuant to this Indenture as if the Company had not made the Exchange Election.

(c) The Company’s designation of any Designated Financial Institution(s) to which the Notes may be submitted for exchange does

not require such Designated Financial Institution(s) to accept any Notes.

Article

Repurchase of Notes at Option of Holders

Section

15.01 [Intentionally Omitted].

Section

15.02 Repurchase at Option of Holders Upon a Fundamental Change.

(a) Subject to Section 15.02(f), if a Fundamental Change occurs at any time prior to the Maturity Date, each Holder shall have the

right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion

of the principal amount thereof properly surrendered and not validly withdrawn pursuant to Section 15.03 that is equal to $1,000

or an integral multiple of $1,000, on the date (the “Fundamental Change Repurchase Date”) specified by the

Company that is not less than 20 Business Days or more than 35 Business Days following the date of the Fundamental Change Company

Notice at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to,

but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), unless the

Fundamental Change Repurchase Date falls after a Special Interest Record Date but on or prior to the Special Interest Payment

Date to which such Special Interest Record Date relates, in which case the Company shall instead pay, on or, at the Company’s

election, before such Special Interest Payment Date, the full amount of accrued and unpaid interest to Holders of record as of

such Special Interest Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount

of Notes to be repurchased pursuant to this Article 15.

(b) Repurchases of Notes under this Section 15.02 shall be made, at the option of the Holder thereof, upon:

(i) delivery to the Paying Agent by a Holder of a duly completed notice (the “Fundamental Change Repurchase Notice”)

in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in

compliance with the Depositary’s applicable procedures for surrendering interests in Global Notes, if the Notes are Global

Notes, in each case, on or before the close of business on the Business Day immediately preceding the Fundamental Change Repurchase

Date; and

(ii) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Fundamental Change

Repurchase Notice (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or

book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the applicable procedures of the Depositary,

in each case, such delivery or transfer being a condition to receipt by the Holder of the Fundamental Change Repurchase Price

therefor.

The

Fundamental Change Repurchase Notice in respect of any Physical Notes to be repurchased shall state:

(i) the certificate numbers of the Notes to be delivered for repurchase;

(ii) the portion of the principal amount of Notes to be repurchased, which must be $1,000 or an integral multiple thereof; and

(iii) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture.

the Notes are Global Notes, to exercise the Fundamental Change repurchase right, Holders may surrender their Notes in accordance

with applicable Depositary procedures.

Notwithstanding

anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Repurchase Notice contemplated

by this Section 15.02 shall have the right to withdraw, in whole or in part, such Fundamental Change Repurchase Notice at any

time prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date by delivery

of a written notice of withdrawal to the Paying Agent in accordance with Section 15.03.

The

Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written notice

of withdrawal thereof.

(c) On or before the 20th Business Day after the occurrence of the effective date of a Fundamental Change, the Company shall provide

to all Holders and the Trustee and the Paying Agent (in the case of a Paying Agent other than the Trustee) a notice (the “Fundamental

Change Company Notice”) of the occurrence of the effective date of the Fundamental Change and of the resulting repurchase

right at the option of the Holders arising as a result thereof. In the case of Physical Notes, such notice shall be by first class

mail or, in the case of Global Notes, such notice shall be delivered in accordance with the applicable procedures of the Depositary.

Simultaneously with providing such notice, the Company shall publish such information on the Company’s website or through

such other public medium as the Company may use at that time. Each Fundamental Change Company Notice shall specify:

(i) the events causing the Fundamental Change;

(ii) the effective date of the Fundamental Change;

(iii) the last date on which a Holder may exercise the repurchase right pursuant to this Article 15;

(iv) the Fundamental Change Repurchase Price;

(v) the Fundamental Change Repurchase Date;

(vi) the name and address of the Paying Agent and the Conversion Agent, if applicable;

(vii) if applicable, the Conversion Rate and any adjustments to the Conversion Rate as a result of the Fundamental Change (or related

Make-Whole Fundamental Change);

(viii)

that the Notes with respect to which a Fundamental Change Repurchase Notice has been delivered by a Holder may be converted only

if the Holder withdraws the Fundamental Change Repurchase Notice in accordance with the terms of this Indenture; and

(ix) the procedures that Holders must follow to require the Company to repurchase their Notes.

failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or

affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.02.

the Company’s written request, the Trustee shall give such notice in the Company’s name and at the Company’s

expense; provided, however, that, in all cases, the text of such Fundamental Change Company Notice shall be prepared

by the Company.

(d) Notwithstanding anything to the contrary in this Article 15, the Company shall not be required to repurchase, or to make an offer

to repurchase, the Notes upon a Fundamental Change if a third party makes such an offer in the same manner, at the same time and

otherwise in compliance with the requirements for an offer made by the Company as set forth in this Article 15 and such third

party purchases all Notes properly surrendered and not validly withdrawn under its offer in the same manner, at the same time

and otherwise in compliance with the requirements for an offer made by the Company as set forth above.

(e) Notwithstanding the foregoing, no Notes may be repurchased by the Company on any date at the option of the Holders upon a Fundamental

Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to

such date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change

Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical

Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company

in the payment of the Fundamental Change Repurchase Price with respect to such Notes), or any instructions for book-entry transfer

of the Notes in compliance with the applicable procedures of the Depositary shall be deemed to have been cancelled, and, upon

such return or cancellation, as the case may be, the Fundamental Change Repurchase Notice with respect thereto shall be deemed

to have been withdrawn.

(f) Notwithstanding anything to the contrary in this Section 15.02, the Company shall not be required to send a Fundamental Change

Company Notice, or offer to repurchase or repurchase any Notes, as set forth in this Article 15, in connection with a Fundamental

Change occurring pursuant to clause (b)(A) or (B) (or pursuant to clause (a) that also constitutes a Fundamental Change occurring

pursuant to clause (b)(A) or (B)) of the definition thereof, if: (i) such Fundamental Change constitutes a Share Exchange Event

whose Reference Property consists entirely of cash in U.S. dollars; (ii) immediately after such Fundamental Change, the Notes

become convertible (pursuant to Section 14.07 and, if applicable, Section 14.03) into consideration that consists solely of U.S.

dollars in an amount per $1,000 principal amount of Notes that equals or exceeds the Fundamental Change Repurchase Price per $1,000

principal amount of Notes (calculated assuming that the same includes the maximum amount of accrued but unpaid interest payable

as part of the Fundamental Change Repurchase Price for such Fundamental Change); and (iii) the Company timely sends the notice

relating to such Fundamental Change required pursuant to Section 14.01(b)(iii). Any Fundamental Change with respect to which,

in accordance with the provisions described in this Section 15.02(f), the Company does not offer to repurchase any Notes is referred

to as herein as an “Exempted Fundamental Change.”

Section

15.03 Withdrawal of Fundamental Change Repurchase Notice. (a) A Fundamental Change

Repurchase Notice may be withdrawn (in whole or in part) in respect of Physical Notes by means of a written notice of withdrawal

delivered to the Corporate Trust Office of the Paying Agent in accordance with this Section 15.03 at any time prior to the close

of business on the Business Day immediately preceding the Fundamental Change Repurchase Date, specifying:

(i) the principal amount of the Notes with respect to which such notice of withdrawal is being submitted, which must be $1,000 or

an integral multiple thereof,

(ii) the certificate number of the Note in respect of which such notice of withdrawal is being submitted, and

(iii) the principal amount, if any, of such Note that remains subject to the original Fundamental Change Repurchase Notice, which portion

must be in principal amounts of $1,000 or an integral multiple of $1,000;

the Notes are Global Notes, Holders may withdraw their Notes subject to repurchase at any time prior to the close of business

on the Business Day immediately preceding the Fundamental Change Repurchase Date in accordance with applicable procedures of the

Depositary.

Section

15.04 Deposit of Fundamental Change Repurchase Price. (a) The Company will deposit

with the Trustee (or other Paying Agent appointed by the Company, or if the Company is acting as its own Paying Agent, set aside,

segregate and hold in trust as provided in Section 4.04) on or prior to 11:00 a.m., New York City time, on the Fundamental Change

Repurchase Date an amount of money sufficient to repurchase all of the Notes to be repurchased at the appropriate Fundamental

Change Repurchase Price. Subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company),

payment for Notes surrendered for repurchase (and not validly withdrawn prior to the close of business on the Business Day immediately

preceding the Fundamental Change Repurchase Date) will be made on the later of (i) the Fundamental Change Repurchase Date (provided

the Holder has satisfied the conditions in Section 15.02) and (ii) the time of book-entry transfer or the delivery of such

Note to the Trustee (or other Paying Agent appointed by the Company) by the Holder thereof in the manner required by Section 15.02

by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Register;

provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds

to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the

Company, return to the Company any funds in excess of the Fundamental Change Repurchase Price.

(b) If by 11:00 a.m. New York City time, on the Fundamental Change Repurchase Date, the Trustee (or other Paying Agent appointed by

the Company) holds money sufficient to pay the Fundamental Change Repurchase Price (and, to the extent not included in the Fundamental

Change Repurchase Price, accrued and unpaid interest, if applicable) of the Notes to be repurchased on such Fundamental Change

Repurchase Date, then, with respect to the Notes that have been properly surrendered for repurchase and have not been validly

withdrawn, (i) such Notes will cease to be outstanding, (ii) interest, if any, will cease to accrue on such Notes (whether or

not book-entry transfer of the Notes has been made or whether or not the Notes have been delivered to the Trustee or Paying Agent)

and (iii) all other rights of the Holders of such Notes will terminate (other than the right to receive the Fundamental Change

Repurchase Price and, to the extent not included in the Fundamental Change Repurchase Price, accrued and unpaid Special Interest,

if applicable).

(c) Upon surrender of a Note that is to be repurchased in part pursuant to Section 15.02, the Company shall execute and the Trustee

shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unrepurchased

portion of the Note surrendered.

Section

15.05 Covenant to Comply with Applicable Laws Upon Repurchase of Notes. In connection

with any repurchase offer upon a Fundamental Change pursuant to this Article 15, the Company will, if required:

(a) comply with the tender offer rules under the Exchange Act that may then be applicable;

(b) file a Schedule TO or any other required schedule under the Exchange Act; and

(c) otherwise comply in all material respects with all federal and state securities laws in connection with any offer by the Company

to repurchase the Notes;

each case, so as to permit the rights and obligations under this Article 15 to be exercised in the time and in the manner specified

in this Article 15.

the extent that the provisions of any securities laws or regulations enacted or adopted after the date of this Indenture conflict

with the provisions of this Indenture relating to the Company’s obligations to repurchase the Notes upon a Fundamental Change,

the Company shall comply with such securities laws and regulations and shall not be deemed to have breached its obligations under

such provisions of this Indenture by virtue of such conflict.

Article

Optional Redemption

Section

16.01 Optional Redemption. The Notes shall not be redeemable by the Company prior

to March 1, 2029. On or after March 1, 2029, the Company may redeem (an “Optional Redemption”) for cash all

or any portion of the Notes, at the Redemption Price, if the Last Reported Sale Price of the Class A Common Stock has been at

least 130% of the Conversion Price then in effect for at least 20 Trading Days (whether or not consecutive) during any 30 consecutive

Trading Day period (including the last Trading Day of such period) ending on, and including, the Trading Day immediately preceding

the date on which the Company provides the Notice of Redemption in accordance with Section 16.02.

Section

16.02 Notice of Optional Redemption; Selection of Notes.

(a) In case the Company exercises its Optional Redemption right to redeem all or, as the case may be, any part of the Notes pursuant

to Section 16.01, it shall fix a date for redemption (each, a “Redemption Date”) and it or, at its written

request set forth in an Officers’ Certificate received by the Trustee (and such request also sets forth the information

to be stated in such notice as provided in Section 16.02(c)) not less than five Business Days prior to the date such Notice of

Redemption is to be sent (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and

at the expense of the Company, shall deliver or cause to be delivered a notice of such Optional Redemption (a “Notice

of Redemption”) not less than 25 nor more than 60 Scheduled Trading Days prior to the Redemption Date to each Holder

so to be redeemed as a whole or in part; provided, however, that, if the Company shall give such notice, it shall

also give written notice of the Redemption Date to the Trustee, the Conversion Agent (if other than the Trustee) and the Paying

Agent (if other than the Trustee). The Redemption Date must be a Business Day, and the Company may not specify a Redemption Date

that falls on or after the 21st Scheduled Trading Day immediately preceding the Maturity Date.

(b) The Notice of Redemption, if delivered in the manner herein provided, shall be conclusively presumed to have been duly given,

whether or not the Holder receives such notice. In any case, failure to give such Notice of Redemption or any defect in the Notice

of Redemption to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings

for the redemption of any other Note.

(i) the Redemption Date;

(ii) the Redemption Price;

(iii) that on the Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed, and that interest

thereon, if any, shall cease to accrue on and after the Redemption Date;

(iv) the place or places where such Notes are to be surrendered for payment of the Redemption Price;

(v) that Holders of Called Notes may surrender their Called Notes for conversion at any time prior to the close of business on the

second Scheduled Trading Day immediately preceding the Redemption Date;

(vi) the procedures a converting Holder must follow to convert its Notes and the Cash Percentage;

(vii) the Conversion Rate and, if applicable, the number of Additional Shares added to the Conversion Rate in accordance with Section

14.03;

(viii)

the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes; and

(ix) in case any Note is to be redeemed in part only, the portion of the principal amount thereof to be redeemed and on and after the

Redemption Date, upon surrender of such Note, a new Note in principal amount equal to the unredeemed portion thereof shall be

issued.

Notice of Redemption shall be irrevocable.

(d) If fewer than all of the outstanding Notes are to be redeemed and the Notes to be redeemed are Global Notes, the Notes to be redeemed

shall be selected by the Depositary in accordance with the applicable procedures of the Depositary. If fewer than all of the outstanding

Notes are to be redeemed and the Notes to be redeemed are not Global Notes then held by DTC, the Trustee shall select the Notes

or portions thereof to be redeemed (in principal amounts of $1,000 or multiples thereof), on a pro rata basis or by lot

and, in respect of Global Notes, in accordance with the applicable procedures of the Depositary. If any Note selected for partial

redemption is submitted for conversion in part after such selection, the portion of the Note submitted for conversion shall be

deemed (so far as may be possible) to be the portion selected for redemption, subject, in the case of Notes represented by a Global

Note, to the Depositary’s applicable procedures.

Section

16.03 Payment of Notes Called for Redemption.

(a) If any Notice of Redemption has been given in respect of the Notes in accordance with Section 16.02, the Notes shall become due

and payable on the Redemption Date at the place or places stated in the Notice of Redemption and at the applicable Redemption

Price. On presentation and surrender of the Notes at the place or places stated in the Notice of Redemption, the Notes shall be

paid and redeemed by the Company at the applicable Redemption Price.

(b) Prior to 11:00 a.m. New York City time on the Redemption Date, the Company shall deposit with the Paying Agent or, if the Company

or a Subsidiary of the Company is acting as the Paying Agent, shall segregate and hold in trust as provided in Section 7.05 an

amount of cash (in immediately available funds if deposited on the Redemption Date), sufficient to pay the Redemption Price of

all of the Notes to be redeemed on such Redemption Date. Subject to receipt of funds by the Paying Agent, payment for the Notes

to be redeemed shall be made on the Redemption Date for such Notes. The Paying Agent shall, promptly after such payment and upon

written demand by the Company, return to the Company any funds in excess of the Redemption Price.

Section

16.04 Restrictions on Redemption. The Company may not redeem any Notes on any

date if the principal amount of the Notes has been accelerated in accordance with the terms of this Indenture, and such acceleration

has not been rescinded, on or prior to the Redemption Date (except in the case of an acceleration resulting from a Default by

the Company in the payment of the Redemption Price with respect to such Notes).

Article

Miscellaneous Provisions

Section

17.01 Provisions Binding on Company’s Successors. All the covenants, stipulations,

promises and agreements of the Company contained in this Indenture shall bind its successors and assigns whether so expressed

or not.

Section

17.02 Official Acts by Successor Corporation. Any act or proceeding by any provision

of this Indenture authorized or required to be done or performed by any board, committee or Officer of the Company shall and may

be done and performed with like force and effect by the like board, committee or officer of any corporation or other entity that

shall at the time be the lawful sole successor of the Company.

Section

17.03 Addresses for Notices, Etc. Any notice or demand that by any provision

of this Indenture is required or permitted to be given or served by the Trustee or by the Holders on the Company shall be deemed

to have been sufficiently given or made, for all purposes if given or served by overnight courier or by being deposited postage

prepaid by registered or certified mail in a post office letter box addressed (until another address is filed by the Company with

the Trustee) to Liberty Energy Inc., 950 17th Street, Suite 2400 Denver, Colorado 80202, Attention: Secretary and General Counsel.

Any notice, direction, request or demand hereunder to or upon the Trustee shall be effective only upon actual receipt.

The

Trustee, by notice to the Company, may designate additional or different addresses for subsequent notices or communications.

Any

notice or communication delivered or to be delivered to a Holder of Physical Notes shall be mailed to it by first class mail,

postage prepaid, at its address as it appears on the Note Register and shall be sufficiently given to it if so mailed within the

time prescribed. Any notice or communication delivered or to be delivered to a Holder of Global Notes shall be delivered in accordance

with the applicable procedures of the Depositary and shall be sufficiently given to it if so delivered within the time prescribed.

Notwithstanding any other provision of this Indenture or any Note, where this Indenture or any Note provides for notice of any

event (including any Fundamental Change Company Notice) to a Holder of a Global Note (whether by mail or otherwise), such notice

shall be sufficiently given if given to the Depositary (or its designee) pursuant to the standing instructions from the Depositary

or its designee, including by electronic mail in accordance with the Depositary’s applicable procedures.

Failure

to mail or deliver a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to

other Holders. If a notice or communication is mailed or delivered, as the case may be, in the manner provided above, it is duly

given, whether or not the addressee receives it.

case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such

notice to Holders by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient

notification for every purpose hereunder.

Section

17.04 Governing Law; Jurisdiction. THIS INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY

OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE

LAWS OF THE STATE OF NEW YORK.

The

Company irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any

legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in

connection with this Indenture or the Notes may be brought in the courts of the State of New York or the courts of the United

States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of the

Notes have been paid, hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court in personam,

generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and

revenues.

The

Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter

have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture

brought in the courts of the State of New York or the courts of the United States located in the Borough of Manhattan, New York

City, New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that

any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Section

17.05 Evidence of Compliance with Conditions Precedent; Certificates and Opinions

of Counsel to Trustee; Required Information. Upon any application or demand by the Company to the Trustee to take any action

under any of the provisions of this Indenture, the Company shall, if requested by the Trustee, furnish to the Trustee an Officer’s

Certificate stating that such action is permitted by the terms of this Indenture.

Each

Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered

to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section

4.08, Section 7.02(h) and Section 8.04) shall include (a) a statement that the person signing such certificate is familiar with

the requested action and this Indenture; (b) a brief statement as to the nature and scope of the examination or investigation

upon which the statement contained in such certificate is based; (c) a statement that, in the judgment of such person, he or she

has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether

or not such action is permitted by this Indenture; and (d) a statement as to whether or not, in the judgment of such person, such

action is permitted by this Indenture and that all conditions precedent to such action have been complied with; provided that

no Opinion of Counsel shall be required to be delivered in connection with (1) the original issuance of Notes on the date hereof

(and the original issuance of additional Notes on the date of the purchase by the Initial Purchasers pursuant to the exercise

of their option to purchase additional Notes as set forth in the Purchase Agreement) under this Indenture, (2) the mandatory exchange

of the restricted CUSIP of the Restricted Securities to an unrestricted CUSIP pursuant to the applicable procedures of the Depositary

upon the Notes becoming freely tradable by non-Affiliates of the Company under Rule 144, or (3) a request by the Company that

the Trustee deliver a notice to Holders under this Indenture where the Trustee receives an Officer’s Certificate with respect

to such notice. With respect to matters of fact, an Opinion of Counsel may rely on an Officer’s Certificate or certificates

of public officials.

Notwithstanding

anything to the contrary in this Section 17.05, if any provision in this Indenture specifically provides that the Trustee shall

or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee

shall be entitled to, or entitled to request, such Opinion of Counsel.

For

the purposes of complying with any applicable tax reporting obligations, including without limitation any cost basis reporting

obligations under the Internal Revenue Code Section 6045, the Trustee and Conversion Agent (if other than the trustee) may request

that the Company provide or cause to be provided such information reasonably necessary for such compliance. To the extent any

such information is in the possession of a converting Holder, the Company shall request such information from the applicable converting

Holder by advance written notice, and such converting Holder shall provide, or cause to be provided, the requested information

to the Trustee or the Conversion Agent within a reasonable period of time. The Trustee and the Conversion Agent (if other than

the trustee) may rely on such information provided to it and shall have no responsibility whatsoever to verify or ensure the accuracy

of such information.

Section

17.06 Legal Holidays. In any case where any Special Interest Payment Date, any

Fundamental Change Repurchase Date, any Redemption Date or the Maturity Date is not a Business Day or is a day on which financial

institutions located in the state in which the Corporate Trust Office is located are authorized or required by law or executive

order to close or be closed, then any action to be taken on such date need not be taken on such date, but may be taken on the

next succeeding Business Day that is not a day on which financial institutions located in the state in which the Corporate Trust

Office is located are authorized or required by law or executive order to close or be closed with the same force and effect as

if taken on such date, and no interest shall accrue in respect of the delay.

Section

17.07 No Security Interest Created. Nothing in this Indenture or in the Notes,

expressed or implied, shall be construed to constitute a security interest under the Uniform Commercial Code or similar legislation,

as now or hereafter enacted and in effect, in any jurisdiction.

Section

17.08 Benefits of Indenture. Nothing in this Indenture or in the Notes, expressed

or implied, shall give to any Person, other than the Holders, the parties hereto, any Paying Agent, any Conversion Agent, any

authenticating agent, any Note Registrar and their successors hereunder, any benefit or any legal or equitable right, remedy or

claim under this Indenture.

Section 17.09 Table of Contents, Headings, Etc. The table of contents and the titles and headings

of the articles and sections of this Indenture have been inserted for convenience of reference only, are not to be considered

a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

Section 17.10 Authenticating Agent. The Trustee may appoint an authenticating agent that

shall be authorized to act on its behalf and subject to its direction in the authentication and delivery of Notes in connection

with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Section 2.04, Section 2.05,

Section 2.06, Section 2.07, Section 10.04 and Section 15.04 as fully to all intents and purposes as though the authenticating

agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of

this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and

delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an

authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate

of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to

Section 7.08.

Any

corporation or other entity into which any authenticating agent may be merged or converted or with which it may be consolidated,

or any corporation or other entity resulting from any merger, consolidation or conversion to which any authenticating agent shall

be a party, or any corporation or other entity succeeding to all or substantially all of the corporate trust business of any authenticating

agent, shall be the successor of the authenticating agent hereunder, if such successor corporation or other entity is otherwise

eligible under this Section 17.10, without the execution or filing of any paper or any further act on the part of the parties

hereto or the authenticating agent or such successor corporation or other entity.

Any

authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee

may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating

agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating

agent shall cease to be eligible under this Section, the Trustee may appoint a successor authenticating agent (which may be the

Trustee), shall give written notice of such appointment to the Company and shall deliver notice of such appointment to all Holders.

The

Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services although the Company

may terminate the authenticating agent, if it determines such agent’s fees to be unreasonable.

The

provisions of Section 7.02, Section 7.03, Section 7.04, Section 8.03 and this Section 17.10 shall be applicable to any authenticating

agent.

an authenticating agent is appointed pursuant to this Section 17.10, the Notes may have endorsed thereon, in addition to the Trustee’s

certificate of authentication, an alternative certificate of authentication in the following form:

________________________,

as Authenticating Agent, certifies that this is one of the Notes described

in the within-named Indenture.

By: __________________

Authorized Officer

Section

17.11 Execution in Counterparts; Electronic Signatures. This Indenture may be

executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but

one and the same instrument. Each signed copy shall be an original, but all of them together represent the same agreement. The

exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution

and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures

of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. Except

with respect to authentication of the Notes as set forth in Section 2.04, the Trustee shall have the right to accept and act upon

any notice, instruction, or other communication, including any funds transfer instruction (each, a “Notice”),

received pursuant to this Indenture by electronic transmission (including by e-mail, facsimile transmission, web portal or other

electronic methods) and shall not have any duty to confirm that the person sending such Notice is, in fact, a person authorized

to do so. Electronic signatures believed by the Trustee to comply with the ESIGN Act of 2000 or other applicable law (including

electronic images of handwritten signatures and digital signatures provided by DocuSign, Orbit, Adobe Sign or any other digital

signature provider identified by any other party hereto and acceptable to the Trustee) shall be deemed original signatures for

all purposes. Each other party to this Indenture assumes all risks arising out of the use of electronic signatures and electronic

methods to send Notices to the Trustee, including without limitation the risk of the Trustee acting on an unauthorized Notice

and the risk of interception or misuse by third parties. Notwithstanding the foregoing, the Trustee may in any instance and in

its sole discretion require that a Notice in the form of an original document bearing a manual signature be delivered to the Trustee

in lieu of, or in addition to, any such electronic Notice.

Section

17.12 Severability. In the event any provision of this Indenture or in the Notes

shall be invalid, illegal or unenforceable, then (to the extent permitted by law) the validity, legality or enforceability of

the remaining provisions shall not in any way be affected or impaired.

Section

17.13 Waiver of Jury Trial. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY

WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING

OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section

17.14 Force Majeure. In no event shall the Trustee be responsible or liable for

any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces

beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, pandemics, epidemics,

quarantine restrictions, recognized public emergencies, civil or military disturbances, nuclear or natural catastrophes or acts

of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it

being understood that the Trustee shall use reasonable efforts that are consistent with accepted practices in the banking industry

to resume performance as soon as practicable under the circumstances.

Section

17.15 Calculations. Except as otherwise provided herein, the Company shall be

responsible for making all calculations called for under the Notes. These calculations include, but are not limited to, determinations

of the Stock Price, the Last Reported Sale Prices of the Class A Common Stock, the Trading Price of the Notes (for purposes of

determining whether the Notes are convertible as described herein), the Daily VWAPs, the Daily Conversion Values, the Daily Net

Settlement Amounts, the Daily Settlement Amounts, any accrued interest payable on the Notes and the Conversion Rate of the Notes.

The Company shall make all these calculations in good faith and, absent manifest error, the Company’s calculations shall

be final and binding on Holders of Notes. The Company shall provide a schedule of its calculations to each of the Trustee and

the Conversion Agent (if other than the Trustee), and each of the Trustee and Conversion Agent is entitled to rely conclusively

upon the accuracy of the Company’s calculations without independent verification. The Trustee will forward the Company’s

calculations to any Holder of Notes upon the written request of that Holder at the sole cost and expense of the Company.

Section

17.16 USA PATRIOT Act. The parties hereto acknowledge that in accordance with

Section 326 of the USA PATRIOT Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism

and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes

a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with

such information as it may request in order for the Trustee to satisfy the requirements of the USA PATRIOT Act.

[Remainder

of page intentionally left blank]

WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the date first written above.

LIBERTY

ENERGY INC.

By: /s/ Michael Stock

Name:

Michael Stock

Title:

Chief Financial Officer and Treasurer

U.S.

BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

By: /s/ Michael K. Herberger

Name:

Michael K. Herberger

Title:

Vice President

[Signature

Page to Indenture]

EXHIBIT A

[FORM OF FACE OF NOTE]

[INCLUDE FOLLOWING LEGEND IF A GLOBAL NOTE]

[UNLESS THIS CERTIFICATE

IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE

COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF

CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREUNDER IS MADE

TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER

USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS

AN INTEREST HEREIN.]

[INCLUDE FOLLOWING LEGEND IF A RESTRICTED

SECURITY]

[THIS SECURITY AND

THE CLASS A COMMON STOCK, IF ANY, ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF

1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE

WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:

(1)

REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING

OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND

(2)

AGREES FOR THE BENEFIT OF LIBERTY ENERGY INC. (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE

TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE LAST ORIGINAL

ISSUE DATE HEREOF OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THERETO

AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT:

(A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, OR

(B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, OR

(C) TO A PERSON REASONABLY BELIEVED TO BE A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES

ACT, OR

(D) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION

FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

PRIOR TO THE REGISTRATION

OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE (2)(D) ABOVE, THE COMPANY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF

SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER FOR THE COMPANY TO DETERMINE THAT

THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION

IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

A-1

NO AFFILIATE (AS DEFINED

IN RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY OR PERSON THAT HAS BEEN AN AFFILIATE (AS DEFINED IN RULE 144 UNDER THE SECURITIES

ACT) OF THE COMPANY DURING THE THREE IMMEDIATELY PRECEDING MONTHS MAY PURCHASE, OTHERWISE ACQUIRE OR OWN THIS SECURITY OR A BENEFICIAL

INTEREST THEREIN.]

Liberty Energy Inc.

0.00% Convertible Senior

Note due 2032

No. RA-[______]

[Initially]1 $

[__________]

CUSIP No.: [______]2

ISIN No.: [______]

Liberty Energy Inc.,

a corporation duly organized and validly existing under the laws of the State of Delaware (the “Company,” which

term includes any successor corporation or other entity under the Indenture referred to on the reverse hereof), for value received

hereby promises to pay to [CEDE & CO.]3

[________]4, or registered

assigns, the principal sum [as set forth in the “Schedule of Exchanges of Notes” attached hereto]5

[of $[_______]]6, which

amount, taken together with the principal amounts of all other outstanding Notes, shall not, unless permitted by the Indenture,

exceed $525,000,000 in aggregate at any time, in accordance with the rules and applicable procedures of the Depositary, on March

1, 2032, and interest thereon as set forth below.

This Note shall not

bear regular interest, and the principal amount shall not accrete. Any Special Interest is payable semiannually in arrears on each

March 1 and September 1, commencing on September 1, 2026 (if any Special Interest is then payable), to Holders of record at the

close of business on the preceding February 15 and August 15 (whether or not such day is a Business Day), respectively. Any such

Special Interest will be payable as set forth in Section 4.06(d), Section 4.06(e) and Section 6.03 of the within-mentioned Indenture,

and any reference to interest on, or in respect of, any Note therein shall be deemed to refer solely to Special Interest (if, in

such context, Special Interest is, was or would be payable pursuant to any of such Section 4.06(d), Section 4.06(e) or Section

6.03) and/or any interest on any Defaulted Amounts payable as set forth in Section 2.03(c) of the Indenture.

Any Defaulted Amounts

shall not accrue interest unless Special Interest was payable on the required payment date, in which case such Defaulted Amounts

shall accrue interest per annum at the then-applicable Special Interest rate borne by the Notes, subject to the enforceability

thereof under applicable law, from, and including, such required payment date to, but excluding, the date on which such Defaulted

Amounts shall have been paid by the Company, at its election, in accordance with Section 2.03(c) of the Indenture.

The Company shall pay

the principal of and interest, if any, on this Note, if and so long as such Note is a Global Note, in immediately available funds

to the Depositary or its nominee, as the case may be, as the registered Holder of such Note. As provided in and subject to the

provisions of the Indenture, the Company shall pay the principal of any Notes (other than Notes that are Global Notes) at the office

or agency designated by the Company for that purpose. The Company has initially designated the Trustee as its Paying Agent and

Note Registrar in respect of the Notes and its Corporate Trust Office within the contiguous United States of America as a place

where Notes may be presented for payment or for registration of transfer and exchange.

Include if a global note.

Include the following for a global note: This Note will be deemed to be identified by CUSIP No. [________] (ISIN No: [___])

from and after such time when (i) the Company delivers, pursuant to Section 2.05(c) of the within-mentioned Indenture, written

notice to the Trustee of the occurrence of the Resale Restriction Termination Date and the removal of the restrictive legend affixed

to this Note and (ii) this Note is identified by such CUSIP (ISIN) number in accordance with the applicable procedures of the Depositary.

Include if a global note.

Include if a physical note.

Include if a global note.

6 Include if a physical

note.

A-2

Reference is made to

the further provisions of this Note set forth on the reverse hereof, including, without limitation, provisions giving the Holder

of this Note the right to convert this Note into cash and, if applicable, shares of Class A Common Stock on the terms and subject

to the limitations set forth in the Indenture. Such further provisions shall for all purposes have the same effect as though fully

set forth at this place.

This Note, and any

claim, controversy or dispute arising under or related to this Note, shall be construed in accordance with and governed by the

laws of the State of New York.

In the case of any

conflict between this Note and the Indenture, the provisions of the Indenture shall control and govern.

This Note shall not

be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed manually by

the Trustee or a duly authorized authenticating agent under the Indenture.

[Remainder of page intentionally left

blank]

A-3

IN WITNESS WHEREOF,

the Company has caused this Note to be duly executed.

LIBERTY ENERGY INC.

By:

Name:

Title:

Dated:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

as Trustee, certifies that this is one of the Notes described

in the within-named Indenture.

By:

Authorized Signatory

A-4

[FORM OF REVERSE OF NOTE]

Liberty Energy Inc.

0.00% Convertible Senior

Note due 2032

This Note is one of

a duly authorized issue of Notes of the Company, designated as its 0.00% Convertible Senior Notes due 2032 (the “Notes”),

initially limited to the aggregate principal amount of $525,000,000, all issued or to be issued under and pursuant to an Indenture

dated as of March 30, 2026 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association

(the “Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description

of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders

of the Notes. Additional Notes may be issued in an unlimited aggregate principal amount, subject to certain conditions specified

in the Indenture. Capitalized terms used in this Note and not defined in this Note shall have the respective meanings set forth

in the Indenture.

In case certain Events

of Default shall have occurred and be continuing, the principal of, and Special Interest, if any, on, all Notes may be declared,

by either the Trustee or Holders of at least 25% in aggregate principal amount of Notes then outstanding, and upon said declaration

shall become, due and payable, in the manner, with the effect and subject to the conditions and certain exceptions set forth in

the Indenture.

Subject to the terms

and conditions of the Indenture, the Company will make all payments and deliveries in respect of the Fundamental Change Repurchase

Price on the Fundamental Change Repurchase Date, the Redemption Price on any Redemption Date and the principal amount on the Maturity

Date, as the case may be, to the Holder who surrenders a Note to a Paying Agent to collect such payments in respect of the Note.

The Company will pay cash amounts in money of the United States that at the time of payment is legal tender for payment of public

and private debts.

The Indenture contains

provisions permitting the Company and the Trustee in certain circumstances, without the consent of the Holders of the Notes, and

in certain other circumstances, with the consent of the Holders of not less than a majority in aggregate principal amount of the

Notes at the time outstanding, evidenced as in the Indenture provided, to execute supplemental indentures modifying the terms of

the Indenture and the Notes as described therein. It is also provided in the Indenture that, subject to certain exceptions, the

Holders of a majority in aggregate principal amount of the Notes at the time outstanding may on behalf of the Holders of all of

the Notes waive any past Default or Event of Default under the Indenture and its consequences.

Each Holder shall have

the right to receive payment or delivery, as the case may be, of (x) the principal (including the Redemption Price and the Fundamental

Change Repurchase Price, if applicable) of, (y) accrued and unpaid interest, if any, on, and (z) the consideration due upon conversion

of, this Note at the place, at the respective times, at the rate and in the lawful money or shares of Class A Common Stock, as

the case may be, herein prescribed.

The Notes are issuable

in registered form without coupons in denominations of $1,000 principal amount and integral multiples thereof. At the office or

agency of the Company referred to on the face hereof, and in the manner and subject to the limitations provided in the Indenture,

Notes may be exchanged for a like aggregate principal amount of Notes of other authorized denominations, without payment of any

service charge but, if required by the Company or Trustee, with payment of a sum sufficient to cover any transfer or similar tax

that may be imposed in connection therewith as a result of the name of the Holder of the new Notes issued upon such exchange of

Notes being different from the name of the Holder of the old Notes surrendered for such exchange.

The Notes shall be

redeemable at the Company’s option on or after March 1, 2029 in accordance with the terms and subject to the conditions specified

in the Indenture. No sinking fund is provided for the Notes.

Upon the occurrence

of a Fundamental Change (other than an Exempted Fundamental Change), the Holder has the right, at such Holder’s option, to

require the Company to repurchase for cash all of such Holder’s Notes or any portion thereof (in principal amounts of $1,000

or integral multiples thereof) on the Fundamental Change Repurchase Date at a price equal to the Fundamental Change Repurchase

Price.

A-5

Subject to the provisions

of the Indenture, the Holder hereof has the right, at its option, during certain periods and upon the occurrence of certain conditions

specified in the Indenture, prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity

Date, to convert this Note or portion hereof that is $1,000 or an integral multiple thereof, into cash up to the principal amount

hereof or of the portion hereof being converted, as applicable, and cash, shares of Class A Common Stock or a combination of cash

and shares of Class A Common Stock, as applicable, in respect of the remainder, if any, of the Company’s Conversion Obligation

hereof in excess of the principal amount hereof or of the portion hereof being converted, as applicable, at the Conversion Rate

specified in the Indenture, as adjusted from time to time as provided in the Indenture.

A-6

ABBREVIATIONS

The following abbreviations,

when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to

applicable laws or regulations:

TEN COM = as tenants in common

UNIF GIFT MIN ACT = Uniform Gifts to Minors

Act

CUST = Custodian

TEN ENT = as tenants by the entireties

JT TEN = joint tenants with right of survivorship

and not as tenants in common

Additional abbreviations

may also be used though not in the above list.

A-7

SCHEDULE A7

SCHEDULE OF EXCHANGES OF NOTES

Liberty Energy Inc.

0.00% Convertible Senior Notes due 2032

The initial principal

amount of this Global Note is [__________] DOLLARS ($[__________]). The following increases or decreases in this

Global Note have been made:

Date of

exchange

Amount

of decrease

in principal amount

of this Global Note

Amount

of increase

in principal amount

of this Global Note

Principal

amount of

this Global Note

following such

decrease or increase

Signature

authorized signatory

of Trustee or

Custodian

7 Include if a global

note.

A-8

ATTACHMENT 1

[FORM OF NOTICE OF CONVERSION]

To: U.S. Bank Trust Company, National Association

1255 Corporate Drive, 6th Floor

Irving, Texas 75038

Liberty Energy Inc. Administrator

The undersigned registered

owner of this Note hereby exercises the option to convert this Note, or the portion hereof (that is $1,000 principal amount or

an integral multiple thereof) below designated, into cash and, as applicable, shares of Class A Common Stock in accordance with

the terms of the Indenture referred to in this Note, and directs that any cash payable and any shares of Class A Common Stock issuable

and deliverable upon such conversion, together with any cash for any fractional share, and any Notes representing any unconverted

principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name has been indicated below.

If any shares of Class A Common Stock or any portion of this Note not converted are to be issued in the name of a Person other

than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance

with Section 14.02(d) and Section 14.02(e) of the Indenture. Any amount required to be paid to the undersigned on account of any

Special Interest accompanies this Note. Capitalized terms used herein but not defined shall have the meanings ascribed to such

terms in the Indenture.

Dated:

Signature(s)

Signature Guarantee

Signature(s) must be guaranteed

by an eligible Guarantor Institution

(banks, stock brokers, savings and

loan associations and credit unions)

with membership in an approved

signature guarantee medallion program

pursuant to Securities and Exchange

Commission Rule 17Ad-15 if shares

of Class A Common Stock are to be issued, or

Notes are to be delivered, other than

to and in the name of the registered holder.

Fill in for registration

of shares if

to be issued, and Notes if to

be delivered, other than to and in the

name of the registered holder:

(Name)

(Street Address)

(City, State and Zip Code)

Please print name and address

Principal amount to be converted (if less than

all): $______,000

NOTICE: The above signature(s) of the Holder(s)

hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement

or any change whatever.

_______________________________

Social Security or Other Taxpayer

Identification Number

ATTACHMENT 2

[FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE]

To: U.S. Bank Trust Company, National Association

1255 Corporate Drive, 6th Floor

Irving, Texas 75038

Liberty Energy Inc. Administrator

The undersigned registered

owner of this Note hereby acknowledges receipt of a notice from Liberty Energy Inc. (the “Company”) as to the

occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Repurchase Date and requests

and instructs the Company to pay to the registered holder hereof in accordance with Section 15.02 of the Indenture referred to

in this Note (1) the entire principal amount of this Note, or the portion thereof (that is $1,000 principal amount or an integral

multiple thereof) below designated, and (2) if such Fundamental Change Repurchase Date does not fall during the period after a

Special Interest Record Date and on or prior to the corresponding Special Interest Payment Date, accrued and unpaid interest, if

any, thereon to, but excluding, such Fundamental Change Repurchase Date. Capitalized terms used herein but not defined shall have

the meanings ascribed to such terms in the Indenture.

In the case of Physical

Notes, the certificate numbers of the Notes to be repurchased are as set forth below:

Dated:

Signature(s)

Social Security or Other Taxpayer

Identification Number

Principal amount to be repaid (if

less than all): $______,000

NOTICE: The above signature(s) of

the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration

or enlargement or any change whatever.

ATTACHMENT 3

[FORM OF ASSIGNMENT AND TRANSFER]

For value received ____________________

hereby sell(s), assign(s) and transfer(s) unto _______________ (Please insert social security or Taxpayer Identification Number

of assignee) the within Note, and hereby irrevocably constitutes and appoints attorney to transfer the said Note on the books of

Liberty Energy Inc. (the “Company”), with full power of substitution in the premises.

In connection with any transfer of the

within Note occurring prior to the Resale Restriction Termination Date, as defined in the Indenture governing such Note, the undersigned

confirms that such Note is being transferred:

■ To

the Company or a subsidiary thereof; or

■ Pursuant

to a registration statement that has become or been declared effective under the Securities

Act of 1933, as amended; or

■ Pursuant

to and in compliance with Rule 144A under the Securities Act of 1933, as amended; or

■ Pursuant

to and in compliance with Rule 144 under the Securities Act of 1933, as amended, or any

other available exemption from the registration requirements of the Securities Act of

1933, as amended.

Dated: _______________

_____________________

Signature(s)

_____________________

Signature Guarantee

Signature(s) must be guaranteed by an

eligible Guarantor Institution (banks, stock

brokers, savings and loan associations and

credit unions) with membership in an approved

signature guarantee medallion program pursuant

to Securities and Exchange Commission

Rule 17Ad-15 if Notes are to be delivered, other

than to and in the name of the registered holder.

NOTICE: The signature on the assignment must

correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change

whatever.

EX-10.1 — FORM OF CAPPED CALL CONFIRMATION

EX-10.1

Filename: ex10-1.htm · Sequence: 3

Exhibit 10.1

[Dealer’s

name]

[Dealer’s

address]1

[________________]

To: Liberty

Energy Inc.

950 17th Street, Suite 2400

Denver,

Colorado 80202

Attention: Secretary and General Counsel

Re:

[Base][Additional] Call Option Transaction

The

purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option

transaction entered into between [DEALER] (“Dealer”) and Liberty Energy Inc. (“Counterparty”)

as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation”

as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the

Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction

to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect

thereto.

The

definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”),

as published by the International Swaps and Derivatives Association, Inc. (“ISDA”) are incorporated into this

Confirmation. In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall

govern, except that with respect to the standards of Section 1.40 of the Equity Definitions, as expressly modified by Section

4 below, the Equity Definitions shall govern. Certain defined terms used herein are based on terms that are defined in the Offering

Memorandum dated [______], 2026 (the “Offering Memorandum”) relating to the [__]% Convertible Senior Notes

due [__] (as originally issued by Counterparty, the “Convertible Notes” and each USD 1,000 principal amount

of Convertible Notes, a “Convertible Note”) issued by Counterparty in an aggregate initial principal amount

of USD [__] (as increased by [up to]2 an aggregate principal amount of USD [__] [if and to the extent that]3[pursuant

to the exercise by]4 the Initial Purchasers (as defined below) [exercise]5[of]6 their option

to purchase additional Convertible Notes pursuant to the Purchase Agreement (the “Purchase Agreement”) dated

as of [__], 2026, between Counterparty and Goldman Sachs & Co. LLC and [__], as representatives of the Initial Purchasers

party thereto (the “Initial Purchasers”)) pursuant to an Indenture [to be]7 dated [_______], 2026

between Counterparty and U.S. Bank Trust Company, National Association, as trustee (the “Indenture”). In the

event of any inconsistency between the terms defined in the Offering Memorandum, the Indenture and this Confirmation, this Confirmation

shall govern. The parties acknowledge that this Confirmation is entered into on the date hereof with the understanding that (i)

definitions set forth in the Indenture that are also defined herein by reference to the Indenture and (ii) sections of the Indenture

that are referred to herein will conform to the descriptions thereof in the Offering Memorandum. If any such definitions in the

Indenture or any such sections of the Indenture differ from the descriptions thereof in the Offering Memorandum, the descriptions

thereof in the Offering Memorandum will govern for purposes of this Confirmation. The parties further acknowledge that the Indenture

section numbers and cross-references used herein are based on the [draft of the Indenture last reviewed by Dealer as of the date

of this Confirmation, and if any such section numbers or cross-references are changed in the Indenture as executed, the parties

will amend this Confirmation in good faith to preserve the intent of the parties]8[Indenture as executed]9.

Subject to the foregoing, references to the Indenture herein are references to the Indenture as in effect on the date of its execution,

and if the Indenture is amended or supplemented following such date (other than any amendment or supplement (x) pursuant to Section

10.01(h) of the Indenture that, as determined by the Calculation Agent, conforms the Indenture to the description of Convertible

Notes in the Offering Memorandum or (y) pursuant to Section 14.07 of the Indenture, subject, in the case of this clause (y), to

the second paragraph under “Method of Adjustment” in Section ‎3 of this Confirmation), any such amendment or supplement

will be disregarded for purposes of this Confirmation (other than as provided in Section ‎9(i)(iii) of this Confirmation)

unless the parties agree otherwise in writing.

Include Dealer name, address and, if applicable, logo.

Include in the Base Call Option Confirmation.

Include in the Additional Call Option Confirmation.

Include in the Base Call Option Confirmation.

Include in the Additional Call Option Confirmation.

Insert if Indenture is not completed at the time of the Confirmation.

Include in the Base Call Option Confirmation. Include in the Additional Call Option Confirmation if it is executed before

closing of the base deal.

Include in the Additional Call Option Confirmation, but only if the Additional Call Option Confirmation is executed after

closing of the base deal.

Each

party is hereby advised, and each such party acknowledges, that the other party has engaged in, or refrained from engaging in,

substantial financial transactions and has taken other material actions in reliance upon the parties’ entry into the Transaction

to which this Confirmation relates on the terms and conditions set forth below.

1. This

Confirmation evidences a complete and binding agreement between Dealer and Counterparty as to the terms of the Transaction to

which this Confirmation relates. This Confirmation shall supplement, form a part of, and be subject to an agreement in the form

of the 2002 ISDA Master Agreement (the “Agreement”) as if Dealer and Counterparty had executed an agreement

in such form on the Trade Date (but without any Schedule except for (i) the election of the laws of the State of New York as the

governing law (without reference to choice of law doctrine other than Sections 5-1401 and 5-1402 of the General Obligations Law);

(ii) the election of US Dollars as the Termination Currency; and (iii) the election that the “Cross Default” provisions

of Section 5(a)(vi) of the Agreement shall apply solely to Dealer with a “Threshold Amount” of three percent of Dealer’s

shareholders’ equity as of the Trade Date; provided that (A) “Specified Indebtedness” shall not include

obligations in respect of deposits received in the ordinary course of Dealer’s banking business, (B) the phrase “or

becoming capable at such time of being declared” shall be deleted from clause (1) of such Section 5(a)(vi) and (C) the following

sentence shall be added to the end of Section 5(a)(vi) of the Agreement: “Notwithstanding the foregoing, a default under

subsection (2) hereof shall not constitute an Event of Default if (i) the default was caused solely by error or omission of an

administrative or operational nature; (ii) funds were available to enable the party to make the payment when due; and (iii) the

payment is made within two Local Business Days of such party’s receipt of written notice of its failure to pay.”).

In the event of any inconsistency between provisions of the Agreement and this Confirmation, this Confirmation will prevail for

the purpose of the Transaction to which this Confirmation relates. The parties hereby agree that no transaction other than the

Transaction to which this Confirmation relates shall be governed by the Agreement. If there exists any ISDA Master Agreement between

Dealer and Counterparty or any confirmation or other agreement between Dealer and Counterparty pursuant to which an ISDA Master

Agreement is deemed to exist between Dealer and Counterparty, then notwithstanding anything to the contrary in such ISDA Master

Agreement, such confirmation or agreement or any other agreement to which Dealer and Counterparty are parties, the Transaction

shall not be considered a Transaction under, or otherwise governed by, such existing or deemed ISDA Master Agreement.

2. The

terms of the particular Transaction to which this Confirmation relates are as follows:

General

Terms.

Trade

Date:

[_______],

2026

Effective

Date:

The

second Exchange Business Day immediately prior to the Premium Payment Date

Option

Style:

“Modified

American”, as described under “Procedures for Exercise” below

Option

Type:

Call

Buyer:

Counterparty

Seller:

Dealer

The

Class A Common Stock of Counterparty, par value USD 0.01 per share (Exchange symbol “LBRT”).

Number

of Options:

[_______]10.

For the avoidance of doubt, the Number of Options shall be reduced by any Options exercised by Counterparty. In no event will

the Number of Options be less than zero.

Applicable

Percentage:

[__]%

Option

Entitlement:

number equal to the product of the Applicable Percentage and [______]11.

Strike

Price:

USD

[______]

Cap

Price:

USD

[______]

Premium:

USD

[______]

Premium

Payment Date:

[______]12

Exchange:

The

New York Stock Exchange

Exchange(s):

All

Exchanges; provided that Section 1.26 of the Equity Definitions shall be amended to add the words “United States”

before the word “exchange” in the tenth line of such Section.

Excluded

Provisions:

Section

14.04(h) and Section 14.03 of the Indenture.

Procedures

for Exercise.

Conversion

Date:

With

respect to any conversion of a Convertible Note (other than any conversion of Convertible Notes with a Conversion Date occurring

prior to the Free Convertibility Date (any such conversion, an “Early Conversion”), to which the provisions

of Section ‎9(i)(i) of this Confirmation shall apply), the date on which the “Holder” (as such term is defined

in the Indenture) of such Convertible Note satisfies all of the requirements for conversion thereof as set forth in Section

14.02(b) of the Indenture; provided that if Counterparty has not delivered to Dealer a related Notice of Exercise,

then in no event shall a Conversion Date be deemed to occur hereunder (and no Option shall be exercised or deemed to be exercised

hereunder) with respect to any surrender of a Convertible Note for conversion in respect of which Counterparty has elected

to designate a financial institution for exchange in lieu of conversion of such Convertible Note pursuant to Section 14.12

of the Indenture.

Free

Convertibility Date:

[_______]

For the Base Call Option Confirmation, this is equal to the number of Convertible Notes in principal amount of $1,000 initially

issued on the closing date for the Convertible Notes. For the Additional Call Option Confirmation, this is equal to the number

of additional Convertible Notes in principal amount of $1,000.

Insert the initial Conversion Rate for the Convertible Notes.

To be the closing date for the Convertible Notes (for the base transaction) and then the closing date for the exercise of

the greenshoe (for the additional transaction).

Expiration

Time:

The

Valuation Time

Expiration

Date:

[_______],

subject to earlier exercise.

Multiple

Exercise:

Applicable,

as described under “Automatic Exercise” below.

Automatic

Exercise:

Notwithstanding

Section 3.4 of the Equity Definitions, on each Conversion Date occurring on or after the Free Convertibility Date, in respect

of which a “Notice of Conversion” (as such term is defined in the Indenture) that is effective as to Counterparty

has been delivered by the relevant converting “Holder” (as such term is defined in the Indenture), a number of

Options equal to [(i)] the number of Convertible Notes in denominations of USD 1,000 as to which such Conversion Date has

occurred [, minus (ii) the number of Options that are or are deemed to be automatically exercised on such Conversion

Date under the Base Call Option Transaction Confirmation letter agreement dated [__], 2026 between Dealer and Counterparty

(the “Base Call Option Confirmation”) (and for the purposes of determining whether any Options under this

Confirmation or under the Base Call Option Confirmation will be automatically exercised hereunder or under the Base Call Option

Confirmation, the Convertible Notes subject to conversion shall be allocated first to the Base Call Option Confirmation until

all Options thereunder are exercised or terminated),]13 shall be deemed to be automatically exercised; provided

that such Options shall be exercised or deemed exercised only if Counterparty has provided a Notice of Exercise to Dealer

in accordance with “Notice of Exercise” below (subject to “Automatic Exercise of Remaining Repurchase Options

After Free Convertibility Date” below).

Notwithstanding

the foregoing, in no event shall the number of Options that are exercised or deemed exercised hereunder exceed the Number

of Options.

Include for Additional Call Option Confirmation only.

Automatic

Exercise of Remaining

Repurchase Options After Free

Convertibility Date:

Notwithstanding

Section 3.4 of the Equity Definitions or “Automatic Exercise” above, unless Counterparty notifies Dealer in writing

prior to 5:00 p.m. (New York City time) on the Scheduled Valid Day immediately preceding the Expiration Date that it does

not wish automatic exercise to occur with respect to any Remaining Repurchase Options (as defined below), a number of Options

equal to the lesser of (a) the Number of Options (after giving effect to the provisions opposite the caption “Automatic

Exercise” above) as of 9:00 a.m. (New York City time) on the Expiration Date and (b) the Remaining Repurchase Options

[minus the number of Remaining Options (as defined in the Base Call Option Transaction Confirmation)]14 (such

lesser number, the “Remaining Options”) will be deemed to be automatically exercised as if (i) a number

of Convertible Notes (in denominations of USD 1,000 principal amount) equal to such number of Remaining Options were outstanding

under the Indenture and were converted with a “Conversion Date” (as defined in the Indenture) occurring on or

after the Free Convertibility Date and (ii) the Notice of Final Settlement Method, if any, applied to such Convertible Notes;

provided that no such automatic exercise pursuant to this paragraph will occur if the Relevant Price for each Valid Day during

the Settlement Averaging Period is less than or equal to the Strike Price. “Remaining Repurchase Options”

shall mean the excess of (I) the aggregate number of Convertible Notes (in denominations of USD 1,000 principal amount) that

were subject to Repayment Events (as defined below) described in clause (ii) of Section 9(i)(iv) (“Repurchase Events”)

during the term of the Transaction over (II) the aggregate number of Repayment Options (as defined below) that were

terminated hereunder relating to Repurchase Events during the term of the Transaction [and the number of Repayment Options

(as defined in the Base Call Option Confirmation) terminated under the Base Call Option Confirmation relating to Repurchase

Events (as defined therein) during the term of the “Transaction” under the Base Call Option Confirmation]15.

Counterparty shall notify Dealer in writing of the number of Remaining Repurchase Options before 5:00 p.m. (New York City

time) on the Scheduled Valid Day immediately preceding the Expiration Date.

Notice

of Exercise:

Notwithstanding

anything to the contrary in the Equity Definitions or under “Automatic Exercise” above, but subject to “Automatic

Exercise of Remaining Repurchase Options After Free Convertibility Date” above, in order to exercise any Options relating

to Convertible Notes with a Conversion Date occurring on or after the Free Convertibility Date, Counterparty must notify Dealer

in writing before 5:00 p.m. (New York City time) on the Scheduled Valid Day immediately preceding the Expiration Date specifying

the number of such Options; provided that if the Relevant Settlement Method for such Options is not Net Share Settlement,

Dealer shall have received a separate notice (the “Notice of Final Settlement Method”) in respect of all

such Convertible Notes before 5:00 p.m. (New York City time) on the Free Convertibility Date specifying (1) the Relevant Settlement

Method for such Options, and (2) if the Relevant Settlement Method for such Options is Combination Settlement, the percentage

of the consideration due upon conversion per Convertible Note in excess of the principal amount thereof that Counterparty

has elected to pay to “Holders” (as such term is defined in the Indenture) of the related Convertible Notes in

cash (the “Cash Percentage”). Notwithstanding anything to the contrary herein, if Counterparty does not

timely deliver the Notice of Final Settlement Method, then the Notice of Final Settlement Method shall be deemed timely given

and the Relevant Settlement Method specified therein shall be deemed to be Net Share Settlement. Counterparty acknowledges

its responsibilities under applicable securities laws, and in particular Section 9 and Section 10(b) of the Exchange Act (as

defined below) and the rules and regulations thereunder, in respect of any election (or any deemed election) of a settlement

method with respect to the Convertible Notes.

Insert for Additional Call Option Confirmation only.

Valuation

Time:

the close of trading of the regular trading session on the Exchange; provided that if the principal trading session

is extended, the Calculation Agent shall determine the Valuation Time in its commercially reasonable discretion.

Market

Disruption Event:

“Market Disruption Event” as defined in the Indenture.

Settlement

Terms.

Settlement

Method:

For

any Option, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for such Option is

not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if

Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Final Settlement Method for such

Option.

Relevant

Settlement Method:

respect of any Option:

(i)

if Counterparty has not elected to settle all or any portion of its conversion obligations in respect of the related Convertible

Note in excess of the principal amount thereof in cash either by specifying a Cash Percentage of 0% or not timely specifying

a Cash Percentage, in each case, pursuant to Section 14.02(a)(i) of the Indenture, then the Relevant Settlement Method for

such Option shall be Net Share Settlement;

(ii)

if Counterparty has elected to settle its conversion obligations in respect of the related Convertible Note in excess of the

principal amount thereof in a combination of cash and Shares by specifying a Cash Percentage less than 100% but greater than

0% pursuant to Section 14.02(a)(i) of the Indenture, then the Relevant Settlement Method for such Option shall be Combination

Settlement; and

(iii)

if Counterparty has elected to settle its conversion obligations in respect of the related Convertible Note in excess of the

principal amount thereof entirely in cash by specifying a Cash Percentage of 100% pursuant to Section 14.02(a)(i) of the Indenture,

then the Relevant Settlement Method for such Option shall be Cash Settlement.

Net

Share Settlement:

Net Share Settlement is applicable to any Option exercised or deemed exercised hereunder, Dealer will deliver to Counterparty,

on the relevant Settlement Date for each such Option, a number of Shares (the “Net Share Settlement Amount”)

equal to the sum, for each Valid Day during the Settlement Averaging Period for each such Option, of (i) (a) the Daily Option

Value for such Valid Day, divided by (b) the Relevant Price on such Valid Day, divided by (ii) the number of

Valid Days in the Settlement Averaging Period; provided that in no event shall the Net Share Settlement Amount for

any Option exceed a number of Shares equal to the Applicable Limit for such Option divided by the Applicable Limit

Price on the Settlement Date for such Option.

Dealer

will pay cash in lieu of delivering any fractional Shares to be delivered with respect to any Net Share Settlement Amount

valued at the Relevant Price for the last Valid Day of the Settlement Averaging Period.

Combination

Settlement:

Combination Settlement is applicable to any Option exercised or deemed exercised hereunder, Dealer will pay or deliver, as

the case may be, to Counterparty, on the relevant Settlement Date for each such Option:

(i)

cash

(the “Combination Settlement Cash Amount”) equal to the sum, for each Valid Day during the Settlement Averaging

Period for such Option, of (A) an amount (the “Daily Combination Settlement Cash Amount”) equal to the

product of (1) the Cash Percentage and (2) the Daily Option Value, divided by (B) the number of Valid Days in the Settlement

Averaging Period; provided that if the calculation in clause (A) above results in zero or a negative number for any

Valid Day, the Daily Combination Settlement Cash Amount for such Valid Day shall be deemed to be zero; and

(ii)

(the “Combination Settlement Share Amount”) equal to the sum, for each Valid Day during the Settlement

Averaging Period for such Option, of a number of Shares for such Valid Day (the “Daily Combination Settlement Share

Amount”) equal to (A) (1) the Daily Option Value on such Valid Day minus the Daily Combination Settlement

Cash Amount for such Valid Day, divided by (2) the Relevant Price on such Valid Day, divided by (B) the number

of Valid Days in the Settlement Averaging Period; provided that if the calculation in sub-clause (A)(1) above results

in zero or a negative number for any Valid Day, the Daily Combination Settlement Share Amount for such Valid Day shall be

deemed to be zero;

provided

that in no event shall the sum of (x) the Combination Settlement Cash Amount for any Option and (y) the Combination Settlement

Share Amount for such Option multiplied by the Applicable Limit Price on the Settlement Date for such Option, exceed

the Applicable Limit for such Option.

Dealer

will pay cash in lieu of delivering any fractional Shares to be delivered with respect to any Combination Settlement Share

Amount valued at the Relevant Price for the last Valid Day of the Settlement Averaging Period.

Cash

Settlement:

Cash Settlement is applicable to any Option exercised or deemed exercised hereunder, in lieu of Section 8.1 of the Equity

Definitions, Dealer will pay to Counterparty, on the relevant Settlement Date for each such Option, an amount of cash (the

“Cash Settlement Amount”) equal to the sum, for each Valid Day during the Settlement Averaging Period for

such Option, of (i) the Daily Option Value for such Valid Day, divided by (ii) the number of Valid Days in the Settlement

Averaging Period; provided that in no event shall the Cash Settlement Amount exceed the Applicable Limit for such Option.

Daily

Option Value:

For

any Valid Day, an amount equal to (i) the Option Entitlement on such Valid Day, multiplied by (ii) (A) the lesser of

the Relevant Price on such Valid Day and the Cap Price, less (B) the Strike Price on such Valid Day; provided

that if the calculation contained in clause (ii) above results in a negative number, the Daily Option Value for such Valid

Day shall be deemed to be zero. In no event will the Daily Option Value be less than zero.

Applicable

Limit:

For

any Option, an amount of cash equal to the Applicable Percentage multiplied by the excess of (i) the aggregate of (A)

the amount of cash paid to the “Holder” (as such term is defined in the Indenture) of the related Convertible

Note upon conversion of such Convertible Note and (B) the number of Shares, if any, delivered to the “Holder”

(as such term is defined in the Indenture) of the related Convertible Note upon conversion of such Convertible Note multiplied

by the Applicable Limit Price on the Settlement Date for such Option, over (ii) USD 1,000.

Applicable

Limit Price:

any day, the opening price as displayed under the heading “Op” on Bloomberg page LBRT <equity> (or any successor

thereto).

Valid

Day:

“Trading Day” for purposes of determining the amounts due upon conversion of the Convertible Notes as defined

in the Indenture.

Scheduled

Valid Day:

“Scheduled Trading Day” as defined in the Indenture.

Business

Day:

Any

day other than a Saturday, a Sunday or a day on which the Federal Reserve Bank of New York is authorized or required by law

or executive order to close or be closed.

Relevant

Price:

any Valid Day, the per Share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on

Bloomberg page LBRT <equity> AQR (or its equivalent successor if such page is not available) in respect of the period

from the scheduled open of trading on the Exchange to the Scheduled Closing Time of the Exchange on such Valid Day (or if

such volume-weighted average price is unavailable, the market value of one Share on such Valid Day, as determined by the Calculation

Agent in a commercially reasonable manner using, if practicable, a volume-weighted average method). The Relevant Price will

be determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours.

Settlement

Averaging Period:

For

any Option, the 20 consecutive Valid Days commencing on, and including, the 21st Scheduled Valid Day immediately

prior to the Expiration Date.

Settlement

Date:

For

any Option, the second Business Day immediately following the final Valid Day of the Settlement Averaging Period for such

Option.

Settlement

Currency:

USD

Other

Applicable Provisions:

The

provisions of Sections 9.1(c), 9.8, 9.9 and 9.11 of the Equity Definitions will be applicable, except that all references

in such provisions to “Physical Settlement” or “Physically-settled” shall be read as references to

“Share Settled”. “Share Settled” in relation to any Option means that Net Share Settlement or Combination

Settlement is applicable to that Option.

Representation

and Agreement:

Notwithstanding

anything to the contrary in the Equity Definitions (including, but not limited to, Section 9.11 thereof), the parties acknowledge

that (i) any Shares delivered to Counterparty shall be, upon delivery, subject to restrictions and limitations arising from

Counterparty’s status as issuer of the Shares under applicable securities laws, (ii) Dealer may deliver any Shares required

to be delivered hereunder in certificated form in lieu of delivery through the Clearance System, (iii) any Shares delivered

to Counterparty may be “restricted securities” (as defined in Rule 144 under the Securities Act of 1933, as amended

(the “Securities Act”)) and (iv) the Representation and Agreement contained in Section 9.11 of the Equity

Definitions shall be deemed modified accordingly.

3. Additional

Terms applicable to the Transaction.

Adjustments

applicable to the Transaction:

Potential

Adjustment Events:

Notwithstanding

Section 11.2(e) of the Equity Definitions, a “Potential Adjustment Event” means an occurrence of any event or

condition, as set forth in any Dilution Adjustment Provision, that requires an adjustment under the Indenture to the “Conversion

Rate” or the composition of a “unit of Reference Property” or to any “Last Reported Sale Price”,

“Daily VWAP,” “Daily Conversion Value,” “Daily Net Settlement Amount” or “Daily

Settlement Amount” (as each such term is defined in the Indenture). For the avoidance of doubt, Dealer shall not have

any delivery or payment obligation hereunder, and no adjustment shall be made to the terms of the Transaction, on account

of (x) any distribution of cash, property or securities by Counterparty to holders of the Convertible Notes (upon conversion

or otherwise) or (y) any other transaction in which holders of the Convertible Notes are entitled to participate, in each

case, in lieu of an adjustment under the Indenture of the type referred to in the immediately preceding sentence (including,

without limitation, pursuant to Section 14.04(c) of the Indenture or Section 14.04(d) of the Indenture).

Method

of Adjustment:

Calculation

Agent Adjustment, which shall not have the meaning set forth in Section 11.2(c) of the Equity Definitions and instead shall

mean that, upon any Potential Adjustment Event, the Calculation Agent shall make adjustments in a commercially reasonable

manner to any one or more of the Strike Price, Number of Options, Option Entitlement and any other variable relevant to the

exercise, settlement or payment for the Transaction that correspond to the adjustments to the Convertible Notes under the

Indenture.

Notwithstanding

the foregoing and “Consequences of Merger Events / Tender Offers” below, if the Calculation Agent in good faith

disagrees with any adjustment to the Convertible Notes determined pursuant to the Indenture that involves an exercise of discretion

by Counterparty or its board of directors (including, without limitation, pursuant to Section 14.05 of the Indenture, Section

14.07 of the Indenture or any supplemental indenture entered into thereunder or in connection with any proportional adjustment

or the determination of the fair value of any securities, property, rights or other assets), then in each such case, the Calculation

Agent will determine the adjustment to be made to any one or more of the Strike Price, Number of Options, Option Entitlement

and any other variable relevant to the exercise, settlement or payment for the Transaction, using, if applicable, the methodology

set forth in the Indenture for any such adjustment, in good faith and in a commercially reasonable manner.

Notwithstanding

anything contained herein to the contrary, (i) in connection with any Potential Adjustment Event as a result of an event or

condition set forth in Section 14.04(b) of the Indenture or Section 14.04(c) of the Indenture where, in either case, the period

for determining “Y” (as such term is used in Section 14.04(b) of the Indenture) or “SP0”

(as such term is used in Section 14.04(c) of the Indenture), as the case may be, begins before Counterparty has publicly announced

the event or condition giving rise to such Potential Adjustment Event, then the Calculation Agent shall, acting in good faith

and in a commercially reasonable manner, have the right to adjust any variable relevant to the exercise, settlement or payment

for the Transaction as appropriate to reflect the commercially reasonable costs incurred by Dealer in connection with its

hedging activities, with such adjustments to be made assuming Dealer maintains commercially reasonable hedge positions, as

a result of such event or condition not having been publicly announced prior to the beginning of such period and (ii) if any

Potential Adjustment Event is declared and (a) the event or condition giving rise to such Potential Adjustment Event is subsequently

amended, modified, cancelled or abandoned, (b) the “Conversion Rate” (as such term is defined in the Indenture)

is otherwise not adjusted at the time or in the manner contemplated by the relevant Dilution Adjustment Provision based on

such declaration or (c) the “Conversion Rate” (as such term is defined in the Indenture) is adjusted as a result

of such Potential Adjustment Event and subsequently re-adjusted (each of clauses (a), (b) and (c), a “Potential Adjustment

Event Change”) then, in each case, the Calculation Agent shall have the right to adjust any variable relevant to

the exercise, settlement or payment for the Transaction as appropriate to reflect the costs (including, but not limited to,

hedging mismatches and market losses) and expenses incurred by Dealer in connection with its commercially reasonable hedging

activities as a result of such Potential Adjustment Event Change, with such adjustments to be made assuming Dealer maintains

commercially reasonable hedge positions.

Dilution

Adjustment Provisions:

Sections

14.04(a), (b), (c), (d) and (e) and Section 14.05 of the Indenture.

Extraordinary

Events applicable to the Transaction:

Merger

Events:

Applicable;

provided that notwithstanding Section 12.1(b) of the Equity Definitions, a “Merger Event” means the occurrence

of any event or condition set forth in the definition of “Share Exchange Event” in Section 14.07(a) of the Indenture.

Tender

Offers:

Applicable;

provided that “Tender Offer” shall not have the meaning set forth in Section 12.1(d) of the Equity Definitions

and instead shall mean the occurrence of any event or condition set forth in Section 14.04(e) of the Indenture.

Consequences

of Merger Events/

Tender

Offers:

Notwithstanding

Section 12.2 and Section 12.3 of the Equity Definitions, upon the occurrence of a Merger Event or a Tender Offer, the Calculation

Agent shall make a corresponding adjustment in respect of any adjustment under the Indenture to any one or more of the nature

of the Shares (in the case of a Merger Event), Strike Price, Number of Options, Option Entitlement and any other variable

relevant to the exercise, settlement or payment for the Transaction, subject to the second paragraph under “Method of

Adjustment”; provided, however, that such adjustment shall be made without regard to any adjustment to

the “Conversion Rate” (as such term is defined in the Indenture) pursuant to any Excluded Provision; provided

further that if, with respect to a Merger Event or a Tender Offer, (i) the consideration for the Shares includes (or,

at the option of a holder of Shares, may include) shares of an entity or person that is not a corporation or is not organized

under the laws of the United States, any State thereof or the District of Columbia or (ii) the Counterparty to the Transaction

following such Merger Event or Tender Offer will not be a corporation organized under the laws of the United States, any State

thereof or the District of Columbia, then, in either case, Cancellation and Payment (Calculation Agent Determination) shall

apply if (A) Dealer determines in a good faith and commercially reasonable manner at any time following the occurrence of

such Merger Event or Tender Offer that (x) such Merger Event or Tender Offer has had or will have an adverse effect on Dealer’s

rights and obligations under the Transaction or (y) Dealer will incur or has incurred an increased (as compared with circumstances

existing on the Trade Date) amount of tax, duty, expense or fee to (1) acquire, establish, re-establish, substitute, maintain,

unwind or dispose of any transaction(s) or asset(s) constituting a commercially reasonable hedge position in respect of the

economic risk of entering into and performing its obligations with respect to the Transaction or (2) realize, recover or remit

the proceeds of any transaction(s) or asset(s) constituting a commercially reasonable hedge position in respect of the economic

risk of entering into and performing its obligations with respect to the Transaction or (B) Dealer determines, in its good

faith and commercially reasonable judgment based on the advice of counsel, that it will not be in compliance with applicable

legal, regulatory or self-regulatory requirements, or with related policies and procedures, applicable to Dealer; provided

further that, for the avoidance of doubt, adjustments shall be made pursuant to the provisions set forth above regardless

of whether any Merger Event or Tender Offer gives rise to an Early Conversion.

Consequences

of Announcement Events:

Modified

Calculation Agent Adjustment as set forth in Section 12.3(d) of the Equity Definitions; provided that, in respect of

an Announcement Event (w) references in such Section 12.3(d) to “Tender Offer” shall be replaced by references

to “Announcement Event” and references in such Section 12.3(d) to “Tender Offer Date” shall be replaced

by references to “date of such Announcement Event”, (x) the phrase “exercise, settlement, payment or any

other terms of the Transaction (including, without limitation, the spread)” in such Section 12.3(d) shall be replaced

with the phrase “Cap Price (provided that in no event shall the Cap Price be less than the Strike Price)”,

(y) the words “whether within a commercially reasonable (as determined by the Calculation Agent) period of time prior

to or after the Announcement Event,” shall be inserted prior to the word “which” in the seventh line of

such Section 12.3(d), and (z) for the avoidance of doubt, the Calculation Agent shall determine whether the relevant Announcement

Event has had a material economic effect on the Transaction (and, if so, shall, acting in good faith and in a commercially

reasonable manner, adjust the Cap Price accordingly) on one or more occasions on or after the date of the Announcement Event

up to, and including, the Expiration Date, any Early Termination Date and/or any other date of cancellation, it being understood

that (1) any adjustment in respect of an Announcement Event shall take into account any earlier adjustment relating to the

same Announcement Event and (2) such adjustment shall be made without duplication of any other adjustment hereunder. An Announcement

Event shall be an “Extraordinary Event” for purposes of the Equity Definitions, to which Article 12 of the Equity

Definitions, as modified in this paragraph, is applicable.

Announcement

Event:

(i)

The public announcement by the Issuer, any subsidiary or agent of the Issuer or any Valid Third Party Entity of (x) any transaction

or event that, if completed, would constitute a Merger Event or Tender Offer, (y) any potential acquisition or disposition

by Issuer and/or its subsidiaries where the aggregate consideration exceeds 40% of the market capitalization of Issuer as

of the date of such announcement (an “Acquisition Transaction”) or (z) the intention to enter into a Merger

Event or Tender Offer or an Acquisition Transaction, (ii) the public announcement by Issuer of an intention to solicit or

enter into, or to explore strategic alternatives or other similar undertaking that may include, a Merger Event or Tender Offer

or an Acquisition Transaction or (iii) any subsequent public announcement by the Issuer, any subsidiary or agent of the Issuer

or any Valid Third Party Entity of a change to a transaction or intention that is the subject of an announcement of the type

described in clause (i) or (ii) of this sentence (including, without limitation, a new announcement, whether or not by the

same party, relating to such a transaction or intention or the announcement of a withdrawal from, or the abandonment or discontinuation

of, such a transaction or intention), as determined by the Calculation Agent. For the avoidance of doubt, the occurrence of

an Announcement Event with respect to any transaction or intention shall not preclude the occurrence of a later Announcement

Event with respect to such transaction or intention. For purposes of this definition of “Announcement Event,”

(A) “Merger Event” shall mean such term as defined under Section 12.1(b) of the Equity Definitions (but, for the

avoidance of doubt, the remainder of the definition of “Merger Event” in Section 12.1(b) of the Equity Definitions

following the definition of “Reverse Merger” therein shall be disregarded) and (B) “Tender Offer”

shall mean such term as defined under Section 12.1(d) of the Equity Definitions, except that all references to “voting

shares” in Sections 12.1(d), 12.1(e) and 12.1(l) of the Equity Definitions shall be deemed to be references to “Shares”.

Valid

Third Party Entity:

respect of any transaction, any third party that has a bona fide intent to enter into or consummate such transaction (it being

understood and agreed that in determining whether such third party has such a bona fide intent, the Calculation Agent may

take into consideration the effect of the relevant announcement by such third party on the Shares and/or options relating

to the Shares).

Nationalization,

Insolvency or Delisting:

Cancellation

and Payment (Calculation Agent Determination); provided that, in addition to the provisions of Section 12.6(a)(iii)

of the Equity Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares

are not immediately re-listed, re-traded or re-quoted on any of The New York Stock Exchange, The Nasdaq Global Select Market

or The Nasdaq Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted

on any of The New York Stock Exchange, The Nasdaq Global Select Market or The Nasdaq Global Market (or their respective successors),

such exchange or quotation system shall thereafter be deemed to be the Exchange.

Additional

Disruption Events:

Change

in Law:

Applicable;

provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the

interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal

interpretation”, (ii) replacing the word “Shares” where it appears in clause (X) thereof with the words

“Hedge Position”, (iii) replacing the parenthetical beginning after the word “regulation” in the second

line thereof the words “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption,

effectiveness or promulgation of new regulations authorized or mandated by existing statute)” and (iv) adding the words

“provided that in the case of clause (Y) hereof, the consequence of such law, regulation or interpretation is

applied consistently by Dealer to all similar transactions in a non-discriminatory manner;” after the semi-colon in

the last line thereof; provided further that, in the case of any Change in Law described in clause (Y) of Section 12.9(a)(ii)

of the Equity Definitions, the consequences provided with respect to “Increased Cost of Hedging” in Section 12.9(b)(vi)

of the Equity Definitions shall apply to such Change in Law, as if Increased Cost of Hedging were applicable to such event.

Failure

to Deliver:

Applicable

Hedging

Disruption:

Applicable;

provided that:

(i) Section

12.9(a)(v) of the Equity Definitions is hereby amended by inserting the following two

phrases at the end of such Section:

“For

the avoidance of doubt, the term “equity price risk” shall be deemed to include, but shall not be limited to,

stock price and volatility risk. And, for the further avoidance of doubt, any such transactions or assets referred to in phrases

(A) or (B) above must be available on commercially reasonable pricing terms.”;

(ii) Section

12.9(b)(iii) of the Equity Definitions is hereby amended by inserting in the third line

thereof, after the words “to terminate the Transaction”, the words “or

the portion of the Transaction affected by such Hedging Disruption”; and

(iii) it

shall not be a Hedging Disruption if such inability occurs solely due to the deterioration

of the creditworthiness of the Hedging Party.

Increased

Cost of Hedging:

Not

Applicable

Hedging

Party:

For

all applicable Additional Disruption Events, Dealer. Following any determination by the Hedging Party hereunder, within five

Business Days following a written request by Counterparty therefor, the Hedging Party shall provide to Counterparty by e-mail

to the e-mail address provided by Counterparty a written explanation and report (in a commonly used file format for the storage

and manipulation of financial data) describing in reasonable detail any determination made by it (including, as applicable,

any quotations, market data, information from internal sources used in making such determinations, descriptions of the methodology

and any assumptions and basis used in making for such determination), it being understood that the Hedging Party shall not

be obligated to disclose any proprietary or confidential models or proprietary or confidential information used by it for

such determination. All calculations, adjustments and determinations by Dealer acting in its capacity as the Hedging Party

shall be made in good faith and in a commercially reasonable manner and assuming Dealer maintains a commercially reasonable

hedge position.

Determining Party:

For all applicable Extraordinary Events, Dealer. Following

any determination by the Determining Party hereunder, within five Business Days following a written request by Counterparty therefor,

the Determining Party shall provide to Counterparty by e-mail to the e-mail address provided by Counterparty a written explanation

and report (in a commonly used file format for the storage and manipulation of financial data) describing in reasonable detail

any determination made by it (including, as applicable, any quotations, market data, information from internal sources used in

making such determinations, descriptions of the methodology and any assumptions and basis used in making for such determination),

it being understood that the Determining Party shall not be obligated to disclose any proprietary or confidential models or proprietary

or confidential information used by it for such determination. All calculations, adjustments, and determinations by Dealer acting

in its capacity as the Determining Party shall be made in good faith and in a commercially reasonable manner and assuming Dealer

maintains a commercially reasonable hedge position.

Non-Reliance: Applicable

Agreements

and Acknowledgments

Regarding Hedging Activities:

Applicable

Additional Acknowledgments:

Applicable

4. Calculation Agent.

Dealer. Regardless of whether or not a standard for

the actions of the Calculation Agent is explicitly stated in any provision hereof, the standards of Section 1.40 of the Equity

Definitions, as modified by adding the words, “acts or” immediately before the words, “is required to act”

in line 2 thereof, shall apply to the Calculation Agent at all times and in respect of all circumstances hereunder. Following

the occurrence and during the continuation of an Event of Default described in Section 5(a)(vii) of the Agreement with respect

to which Dealer is the Defaulting Party, Counterparty shall have the right to designate an independent, nationally recognized

equity derivatives dealer to replace Dealer as Calculation Agent, and the parties shall work in good faith to execute any appropriate

documentation required by such replacement Calculation Agent. Following any determination or calculation by the Calculation Agent

hereunder, within five Business Days following a written request by Counterparty therefor, the Calculation Agent shall provide

to Counterparty as soon as reasonably practicable following such request by e-mail to the e-mail address provided by Counterparty

in such request a written explanation and report (in a commonly used file format for the storage and manipulation of financial

data) displaying in commercially reasonable detail the basis for such determination or calculation (including any quotations,

market data or information from internal or external sources, and any assumptions, used in making such determination or calculation),

it being understood that the Calculation Agent shall not be obligated to disclose any proprietary or confidential models or proprietary

or confidential information used by it for such determination or calculation.

5. Account

Details.

(a) Account

for payments to Counterparty:

be provided.

Account

for delivery of Shares to Counterparty:

be provided.

(b) Account

for payments to Dealer:

[Bank:]

[_________]

[SWIFT:]

[_________]

[Bank Routing:]

[_________]

[Acct Name:]

[_________]

[Acct No.:]

[_________]16

Account

for delivery of Shares from Dealer:

be provided.

6. Offices.

(a) The

Office of Counterparty for the Transaction is: Inapplicable, Counterparty is not a Multibranch

Party.

(b) The

Office of Dealer for the Transaction is: [____________][Inapplicable; Dealer is not a

Multibranch Party]17

7. Notices.

(a) Address

for notices or communications to Counterparty:

To:

Liberty Energy Inc.

950

17th Street, Suite 2400

Denver,

Colorado 80202

Attention:

Secretary and General Counsel

Insert Dealer’s account information.

Update as appropriate for Dealer.

(b) Address

for notices or communications to Dealer:

[To: [____________]

Attention: [____________]

Telephone: [____________]

Email: [____________]

With

a copy to:

To: [____________]

Attention: [____________]

Telephone: [____________]

Email: [____________]]18

8. Representations

and Warranties of Counterparty.

addition to the representations and warranties set forth in Section 3(a) of the Agreement, Counterparty hereby represents and

warrants to Dealer on the date hereof and on and as of the Premium Payment Date that:

(a) Counterparty

is not and, after consummation of the transactions contemplated hereby, will not be required

to register as an “investment company” as such term is defined in the Investment

Company Act of 1940, as amended.

(b) Counterparty

is an “eligible contract participant” (as such term is defined in Section

1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible

contract participant under Section 1a(18)(C) of the Commodity Exchange Act).

is not, on the date hereof, in possession of any material non-public information with

respect to Counterparty or the Shares.

(d) To

the actual knowledge of Counterparty, no state or local (including non-U.S. jurisdictions)

law, rule, regulation or regulatory order applicable to the Shares would give rise to

any reporting, consent, registration or other requirement (including without limitation

a requirement to obtain prior approval from any person or entity) as a result of Dealer

or its affiliates owning or holding (however defined) Shares; provided that Counterparty

makes no representation or warranty regarding any such requirement that is applicable

generally to the ownership of Shares by Dealer or any of its affiliates solely as a result

of it or any of such affiliates being financial institutions or broker-dealers.

(e) Counterparty

(A) is capable of evaluating investment risks independently, both in general and with

regard to all transactions and investment strategies involving a security or securities;

(B) will exercise independent judgment in evaluating the recommendations of any broker-dealer

or its associated persons, unless it has otherwise notified the broker-dealer in writing;

and (C) has total assets of at least USD 50 million.

(f) On

and immediately after the Trade Date and the Premium Payment Date, (A) the value

of the total assets of Counterparty is greater than the sum of the total liabilities

(including contingent liabilities) and the capital (as such terms are defined in Section

154 and Section 244 of the General Corporation Law of the State of Delaware) of Counterparty,

(B) the stockholders’ equity of Counterparty is adequate to conduct the business

of Counterparty, and Counterparty’s entry into the Transaction will not impair

its capital, (C) Counterparty has the ability to pay its debts and obligations as

such debts mature and does not intend to, or does not believe that it will, incur debt

beyond its ability to pay as such debts mature, (D) Counterparty will be able to continue

as a going concern; (E) Counterparty is not “insolvent” (as such term is

defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States

Code) (the “Bankruptcy Code”)) and (F) Counterparty would be able

to purchase the number of Shares with respect to the Transaction in compliance with the

laws of the jurisdiction of Counterparty’s incorporation (including the adequate

surplus and capital requirements of Sections 154 and 160 of the General Corporation Law

of the State of Delaware).

Insert Dealer’s information.

(g) [Counterparty

has received, read and understands the OTC Options Risk Disclosure Statement and a copy

of the most recent disclosure pamphlet prepared by The Options Clearing Corporation entitled

“Characteristics and Risks of Standardized Options”.]19

9. Other

Provisions.

(a) Opinions.

Counterparty shall deliver to Dealer an opinion of counsel, dated as of the Premium Payment

Date, with respect to the matters set forth in Section 3(a) of the Agreement, subject

to customary assumptions, qualifications, and exceptions. Delivery of such opinion to

Dealer shall be a condition precedent for the purpose of Section 2(a)(iii) of the Agreement

with respect to each obligation of Dealer under Section 2(a)(i) of the Agreement.

(b) Repurchase

Notices. Counterparty shall, no later than one Exchange Business Day following

the day on which Counterparty effects any repurchase of Shares, give Dealer a written

notice of such repurchase (a “Repurchase Notice”) if following such

repurchase, the number of outstanding Shares as determined on such day is (i) less than

[__]20 (in the case of the first such notice) or (ii) thereafter more than

[__]21less than the number of Shares included in the immediately preceding

Repurchase Notice. Counterparty agrees to indemnify and hold harmless Dealer and its

affiliates and their respective officers, directors, employees, affiliates, advisors,

agents and controlling persons (each, an “Indemnified Person”) from

and against any and all commercially reasonable losses (including losses relating to

Dealer’s commercially reasonable hedging activities as a consequence of becoming,

or of the risk of becoming, a Section 16 “insider”, including without limitation,

any forbearance from hedging activities or cessation of hedging activities and any commercially

reasonable losses in connection therewith with respect to the Transaction), claims, damages,

judgments, liabilities and commercially reasonable and documented out-of-pocket expenses

(including reasonable external attorney’s fees), joint or several, which an Indemnified

Person may become subject to, as a result of Counterparty’s failure to provide

Dealer with a Repurchase Notice when and in the manner specified in this paragraph, and

to reimburse, within 30 days, upon written request, each of such Indemnified Persons

for any reasonable legal or other expenses incurred in connection with investigating,

preparing for, providing testimony or other evidence in connection with or defending

any of the foregoing. If any suit, action, proceeding (including any governmental or

regulatory investigation), claim or demand shall be brought or asserted against the Indemnified

Person as a result of Counterparty’s failure to provide Dealer with a Repurchase

Notice in accordance with this paragraph, such Indemnified Person shall promptly notify

Counterparty in writing, and Counterparty, upon request of the Indemnified Person, shall

retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified

Person and any others Counterparty may designate in such proceeding and shall pay the

reasonable and documented fees and expenses of such counsel related to such proceeding.

Counterparty shall be relieved from liability to the extent that any Indemnified Person

fails to promptly notify Counterparty of any action commenced against it in respect of

which indemnity may be sought hereunder to the extent Counterparty is materially prejudiced

as a result thereof. Counterparty shall not be liable for any settlement of any proceeding

contemplated by this paragraph that is effected without its written consent, but if settled

with such consent or if there be a final judgment for the plaintiff, Counterparty agrees

to indemnify any Indemnified Person from and against any loss or liability by reason

of such settlement or judgment. Counterparty shall not, without the prior written consent

of the Indemnified Person, effect any settlement of any pending or threatened proceeding

contemplated by this paragraph that is in respect of which any Indemnified Person is

or could have been a party and indemnity could have been sought hereunder by such Indemnified

Person, unless such settlement includes an unconditional release of such Indemnified

Person from all liability on claims that are the subject matter of such proceeding on

terms reasonably satisfactory to such Indemnified Person. If the indemnification provided

for in this paragraph is unavailable to an Indemnified Person or insufficient in respect

of any losses, claims, damages or liabilities referred to therein, then Counterparty

hereunder, in lieu of indemnifying such Indemnified Person thereunder, shall contribute

to the amount paid or payable by such Indemnified Person as a result of such losses,

claims, damages or liabilities. The remedies provided for in this paragraph (b) are not

exclusive and shall not limit any rights or remedies which may otherwise be available

to any Indemnified Person at law or in equity. The indemnity and contribution agreements

contained in this paragraph shall remain operative and in full force and effect regardless

of the termination of the Transaction.

Include for applicable Dealers.

Insert the number of Shares outstanding that would cause Dealer’s current position in the Shares underlying

the Transaction (including the number of Shares underlying any additional transaction if the greenshoe is exercised in full) to

increase by 0.5%. To be determined based on Dealer with highest Applicable Percentage.

Insert the number of Shares that, if repurchased, would cause Dealer’s current position in the Shares underlying the Transaction

(including the number of Shares underlying any additional transaction if the greenshoe is exercised in full) to increase by a further

0.5% from the threshold for the first Repurchase Notice. To be determined based on Dealer with highest Applicable Percentage.

M. Counterparty is not on the Trade Date engaged in a distribution, as such term

is used in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), of any securities of Counterparty, other than a distribution meeting

the requirements of the exception set forth in Rules 101(b)(10) and 102(b)(7) of Regulation

M. Counterparty shall not, until the second Scheduled Trading Day immediately following

the Effective Date, engage in any such distribution.

(d) No

Manipulation. Counterparty is not entering into the Transaction to create actual

or apparent trading activity in the Shares (or any security convertible into or exchangeable

for the Shares) or to raise or depress or otherwise manipulate the price of the Shares

(or any security convertible into or exchangeable for the Shares) in violation of the

Exchange Act.

(e) Transfer

or Assignment.

(i) Counterparty

shall have the right to transfer or assign its rights and obligations hereunder with

respect to all, but not less than all, of the Options hereunder (such Options, the “Transfer

Options”); provided that such transfer or assignment shall be subject

to reasonable conditions that Dealer may impose, including but not limited, to the following

conditions:

(A) With

respect to any Transfer Options, Counterparty shall not be released from its notice and

indemnification obligations pursuant to Section ‎9(b) of this Confirmation or any

obligations under Section ‎9(n) or ‎9(s) of this Confirmation;

(B) Any

Transfer Options shall only be transferred or assigned to a third party that is a United

States person (as defined in the Internal Revenue Code of 1986, as amended) (the “Code”);

transfer or assignment shall be effected on terms, including any reasonable undertakings

by such third party (including, but not limited to, an undertaking with respect to compliance

with applicable securities laws in a manner that, in the reasonable judgment of Dealer,

will not expose Dealer to material risks under applicable securities laws) and execution

of any documentation and delivery of legal opinions with respect to securities laws and

other matters by such third party and Counterparty, as are reasonably requested by and

reasonably satisfactory to Dealer;

(D) Dealer

will not, as a result of such transfer and assignment, be required to pay the transferee

on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than

an amount that Dealer would have been required to pay to Counterparty in the absence

of such transfer and assignment;

(E) No

Event of Default, Potential Event of Default or Termination Event will occur as a result

of such transfer and assignment;

(F) Without

limiting the generality of clause ‎(B), Counterparty shall cause the transferee to

make such Payee Tax Representations and to provide such tax documentation as may be reasonably

requested by Dealer to permit Dealer to determine that results described in clauses ‎(D)

and ‎(E) will not occur upon or after such transfer and assignment; and

(G) Counterparty

shall be responsible for all reasonable costs and expenses, including reasonable counsel

fees, incurred by Dealer in connection with such transfer or assignment.

(ii) Dealer

may transfer or assign all or any part of its rights or obligations under the Transaction

(A) without Counterparty’s consent, to any affiliate of Dealer (1) that has a long-term

issuer rating that is equal to or better than Dealer’s credit rating at the time

of such transfer or assignment, or (2) whose obligations hereunder will be guaranteed,

pursuant to the terms of a customary guarantee in a form used by Dealer generally for

similar transactions, by Dealer or Dealer’s ultimate parent (provided, such ultimate

parent has a long-term issuer rating that is equal to or better than Dealer’s credit

rating at the time of such transfer or assignment) or (B) with Counterparty’s prior

written consent (such consent not to be unreasonably withheld) to any other recognized

dealer in transactions of the same type as the Transaction with a long-term issuer rating

equal to or better than the lesser of (1) the credit rating of Dealer at the time of

the transfer and (2) A- by Standard & Poor’s Financial Services LLC or its

successor (“S&P”), or A3 by Moody’s Investor Service, Inc.

or its successor (“Moody’s”) or, if either S&P or Moody’s

ceases to rate such debt, at least an equivalent rating or better by a substitute rating

agency mutually agreed by Counterparty and Dealer; provided, however, Dealer may

transfer or assign pursuant to this paragraph only if (A) either (i) the transferee is

a “dealer in securities” within the meaning of Section 475(c)(1) of the Internal

Revenue Code of 1986, as amended (the “Code”), or (ii) the transfer

or assignment does not otherwise constitute a “deemed exchange” by Counterparty

within the meaning of Section 1001 of the Code, (B) Counterparty will not, as a result

of any withholding or deduction made by the transferee or assignee as a result of any

Tax, receive from the transferee or assignee on any payment date or delivery date (after

accounting for amounts paid by the transferee or assignee under Section 2(d)(i)(4) of

the Agreement as well as such withholding or deduction) an amount or a number of Shares,

as applicable, lower than the amount or the number of Shares, as applicable, that Dealer

would have been required to pay or deliver to Counterparty in the absence of such transfer

or assignment, except to the extent resulting from a Change in Law occurring after the

date of the transfer and/or assignment and (C) no Event of Default, Potential Event of

Default or Termination Event will occur as a result of such transfer and assignment.

If at any time at which (A) the Section 16 Percentage exceeds 8.5%, (B) the Option Equity

Percentage exceeds 14.5%, or (C) the Share Amount exceeds the Applicable Share Limit

(if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess

Ownership Position”), Dealer, acting in good faith, is unable after using its

commercially reasonable efforts to effect a transfer or assignment of Options to a third

party on pricing terms reasonably acceptable to Dealer and within a time period reasonably

acceptable to Dealer such that no Excess Ownership Position exists, then Dealer may designate

any Exchange Business Day as an Early Termination Date with respect to a portion of the

Transaction (the “Terminated Portion”), such that following such partial

termination no Excess Ownership Position exists. In the event that Dealer so designates

an Early Termination Date with respect to a portion of the Transaction, a payment shall

be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had

been designated in respect of a Transaction having terms identical to the Transaction

and a Number of Options equal to the number of Options underlying the Terminated Portion,

(2) Counterparty were the sole Affected Party with respect to such partial termination

and (3) the Terminated Portion were the sole Affected Transaction (and, for the avoidance

of doubt, the provisions of Section ‎9(l) of this Confirmation shall apply to any

amount that is payable by Dealer to Counterparty pursuant to this sentence as if Counterparty

was not the Affected Party). The “Section 16 Percentage” as of any

day is the fraction, expressed as a percentage, (A) the numerator of which is the number

of Shares that Dealer and any of its affiliates or any other person subject to aggregation

with Dealer for purposes of the “beneficial ownership” test under Section

13 of the Exchange Act, or any “group” (within the meaning of Section 13

of the Exchange Act) of which Dealer is or may be deemed to be a part beneficially owns

(within the meaning of Section 13 of the Exchange Act), without duplication, on such

day (or, to the extent that for any reason the equivalent calculation under Section 16

of the Exchange Act and the rules and regulations thereunder results in a higher number,

such higher number) and (B) the denominator of which is the number of Shares outstanding

on such day. The “Option Equity Percentage” as of any day is the fraction,

expressed as a percentage, (A) the numerator of which is the sum of (1) the product of

the Number of Options and the Option Entitlement and (2) the aggregate number of Shares

underlying any other call option transaction sold by Dealer to Counterparty, and (B)

the denominator of which is the number of Shares outstanding. The “Share Amount”

as of any day is the number of Shares that Dealer and any person whose ownership position

would be aggregated with that of Dealer (Dealer or any such person, a “Dealer

Person”) under any law, rule, regulation, regulatory order or organizational

documents or contracts of Counterparty that are, in each case, applicable to ownership

of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively

owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership

under any Applicable Restriction, as determined by Dealer in its reasonable discretion.

The “Applicable Share Limit” means a number of Shares equal to (A)

the minimum number of Shares that, in Dealer’s reasonable judgment based on advice

of counsel, could give rise to reporting or registration obligations (except for filings

on Form 13F, Schedule 13D or Schedule 13G, in each case, as in effect on the Trade Date)

or other requirements (including obtaining prior approval from any person or entity)

of a Dealer Person, or could result in an adverse effect on a Dealer Person, under any

Applicable Restriction, as determined by Dealer in its reasonable discretion, minus

(B) 1% of the number of Shares outstanding. Dealer shall provide Counterparty with

written notice of any transfer or assignment on the date of or as promptly as practicable

after the date of such transfer or assignment.

(iii) Notwithstanding

any other provision in this Confirmation to the contrary requiring or allowing Dealer

to purchase, sell, receive or deliver any Shares or other securities, or make or receive

any payment in cash, to or from Counterparty, Dealer may designate any of its affiliates

to purchase, sell, receive or deliver such Shares or other securities, or to make or

receive such payment in cash, and otherwise to perform Dealer’s obligations in

respect of the Transaction and any such designee may assume such obligations. Dealer

shall be discharged of its obligations to Counterparty to the extent of any such performance.

(f) Staggered

Settlement. If upon advice of counsel with respect to applicable legal and regulatory

requirements, including any requirements relating to Dealer’s commercially reasonable

hedging activities hereunder, Dealer reasonably determines, based on the advice of counsel,

that it would not be practicable or advisable to deliver, or to acquire Shares to deliver,

any or all of the Shares to be delivered by Dealer on any Settlement Date for the Transaction,

Dealer may, by notice to Counterparty on or prior to any Settlement Date (a “Nominal

Settlement Date”), elect to deliver the Shares on two or more dates (each,

a “Staggered Settlement Date”) as follows:

(i) in

such notice, Dealer will specify to Counterparty the related Staggered Settlement Dates

(the first of which will be such Nominal Settlement Date and the last of which will be

no later than the twentieth (20th) Exchange Business Day following such Nominal

Settlement Date) and the number of Shares that it will deliver on each Staggered Settlement

Date;

(ii) the

aggregate number of Shares that Dealer will deliver to Counterparty hereunder on all

such Staggered Settlement Dates will equal the number of Shares that Dealer would otherwise

be required to deliver on such Nominal Settlement Date; and

(iii) if

the Net Share Settlement terms or the Combination Settlement terms set forth above were

to apply on the Nominal Settlement Date, then the Net Share Settlement terms or the Combination

Settlement terms, as the case may be, will apply on each Staggered Settlement Date, except

that the Shares otherwise deliverable on such Nominal Settlement Date will be allocated

among such Staggered Settlement Dates as specified by Dealer in the notice referred to

in clause ‎(i) above.

(g) [Reserved.]

(h) [Conduct

Rules. Each party acknowledges and agrees to be bound by the Conduct Rules of

the Financial Industry Regulatory Authority applicable to transactions in options, and

further agrees not to violate the position and exercise limits set forth therein.]22[Reserved.]

(i) Additional

Termination Events.

(i) Notwithstanding

anything to the contrary in this Confirmation, upon any Early Conversion in respect of

which a Notice of Conversion that is effective as to Counterparty has been delivered

by the relevant converting “Holder” (as such term is defined in the Indenture):

(A) Counterparty

may, but is not required to, within five Scheduled Trading Days of the Conversion Date

for such Early Conversion, provide written notice (an “Early Conversion Notice”)

to Dealer specifying the number of Convertible Notes surrendered for conversion on such

Conversion Date (such Convertible Notes, the “Affected Convertible Notes”);

provided that such Early Conversion Notice shall contain the representation and

warranty that Counterparty is not, on the date thereof, aware of any material non-public

information with respect to Counterparty or the Shares [; provided, further, that,

any “Early Conversion Notice” delivered to Dealer pursuant to the Base Call

Option Confirmation shall deemed to be an Early Conversion Notice pursuant to this Confirmation

and the terms of such Early Conversion Notice shall apply, mutatis mutandis, to

this Confirmation]23;

(B) upon

receipt of any such Early Conversion Notice, Dealer shall designate an Exchange Business

Day as an Early Termination Date (which Exchange Business Day shall be on or as promptly

as reasonably practicable after the related settlement date for the conversion of such

Affected Convertible Notes) with respect to the portion of the Transaction corresponding

to a number of Options (the “Affected Number of Options”) equal to

the lesser of (x) the number of Affected Convertible Notes [minus the “Affected

Number of Options” (as defined in the Base Call Option Confirmation), if any, that

relate to such Affected Convertible Notes (and for the purposes of determining whether

any Options under this Confirmation or under the Base Call Option Confirmation will be

among the Affected Number of Options hereunder or under, and as defined in, the Base

Call Option Confirmation, the Affected Convertible Notes specified in such Early Conversion

Notice shall be allocated first to the Base Call Option Confirmation until all Options

thereunder are exercised or terminated)]24 and (y) the Number of Options

as of the Conversion Date for such Early Conversion;

Include for applicable Dealers.

Insert for Additional Call Option Confirmation.

Include in Additional Call Option Confirmation only.

payment hereunder with respect to such termination shall be calculated pursuant to Section

6 of the Agreement as if (x) an Early Termination Date had been designated in respect

of a Transaction having terms identical to the Transaction and a Number of Options equal

to the Affected Number of Options, (y) Counterparty were the sole Affected Party with

respect to such Additional Termination Event and (z) the terminated portion of the Transaction

were the sole Affected Transaction; provided that the amount payable with respect

to such termination shall not be greater than (1) the Applicable Percentage, multiplied

by (2) the Affected Number of Options, multiplied by (3) (x) the sum of (i)

the amount of cash paid to the “Holder” (as such term is defined in the Indenture)

of an Affected Convertible Note upon conversion of such Affected Convertible Note and

(ii) the number of Shares delivered (if any) to the “Holder” (as such term

is defined in the Indenture) of an Affected Convertible Note upon conversion of such

Affected Convertible Note, multiplied by the Applicable Limit Price on the relevant

settlement date of such Affected Convertible Note (the “Conversion Settlement

Date”), minus (y) the Synthetic Instrument Adjusted Issue Price per

Convertible Note, as determined by the Calculation Agent in good faith and in a commercially

reasonable manner. “Synthetic Instrument Adjusted Issue Price per Convertible

Note” shall mean the amount determined by the Calculation Agent utilizing the

numbers in the table set forth below based on the Conversion Settlement Date with respect

to the relevant Affected Number of Options. If the Conversion Settlement Date is

not listed below, the amount in the preceding sentence shall be determined by the Calculation

Agent by reference to the table below using a linear interpolation between the lower

and higher Synthetic Instrument Adjusted Issue Prices per Convertible Note for the dates

immediately preceding and immediately following the Conversion Settlement Date. For the

avoidance of doubt, any payment pursuant to this paragraph shall be subject to Section

9(l) of this Confirmation.

Conversion

Settlement Date

Synthetic

Instrument Adjusted

Issue Price per Convertible Note

[__]

$[_______]

[__]

$[_______]

[__]

$[_______]

[__]

$[_______]

[__]

$[_______]

[__]

$[_______]

[__]

$[_______]

[__]

$[_______]

[__]

$[_______]

[__]

$[_______]

[__]

$[_______]

(D) for

the avoidance of doubt, in determining the amount payable in respect of such Affected

Transaction pursuant to Section 6 of the Agreement, the Calculation Agent shall assume

that (x) the relevant Early Conversion and any conversions, adjustments, agreements,

payments, deliveries or acquisitions by or on behalf of Counterparty leading thereto

had not occurred, (y) no adjustments to the “Conversion Rate” (as such term

is defined in the Indenture) have occurred pursuant to any Excluded Provision and (z)

the corresponding Convertible Notes remain outstanding; and

(E) the

Transaction shall remain in full force and effect, except that, as of the Conversion

Date for such Early Conversion, the Number of Options shall be reduced by the Affected

Number of Options.

(ii) Notwithstanding

anything to the contrary in this Confirmation, if an event of default with respect to

Counterparty occurs under the terms of the Convertible Notes as set forth in Section

6.01 of the Indenture and the Convertible Notes are declared due and payable as a result

thereof, then such event of default shall constitute an Additional Termination Event

applicable to the Transaction and, with respect to such Additional Termination Event,

(A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall

be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate

an Early Termination Date pursuant to Section 6(b) of the Agreement.

(iii) Notwithstanding

anything to the contrary in this Confirmation, the occurrence of an Amendment Event shall

constitute an Additional Termination Event applicable to the Transaction and, with respect

to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole

Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer

shall be the party entitled to designate an Early Termination Date pursuant to Section

6(b) of the Agreement. “Amendment Event” means that Counterparty amends,

modifies, supplements, waives or obtains a waiver in respect of any term of the Indenture

or the Convertible Notes governing the principal amount, coupon, maturity, repurchase

obligation of Counterparty, redemption right of Counterparty, any term relating to conversion

of the Convertible Notes (including changes to the conversion rate, conversion rate adjustment

provisions, conversion settlement dates or conversion conditions), or any term that would

require consent of the holders of not less than 100% of the principal amount of the Convertible

Notes to amend (other than, in each case, any amendment or supplement (x) pursuant to

Section 10.01(h) of the Indenture that, as determined by the Calculation Agent, conforms

the Indenture to the description of Convertible Notes in the Offering Memorandum or (y)

pursuant to Section 14.07 of the Indenture), in each case, without the consent of Dealer.

(iv) Within

five Scheduled Trading Days following any Repayment Event (as defined below), Counterparty

(i) shall (solely to the extent that such Repayment Event results directly from a “Fundamental

Change” (as such term is defined in the Indenture) or an “Optional Redemption”

(as such term is defined in the Indenture)), and (ii) otherwise may, but shall not be

obligated to, notify Dealer of such Repayment Event and the aggregate principal amount

of Convertible Notes subject to such Repayment Event, or if less, the number of Convertible

Notes subject to such Repayment Event that Counterparty elects to be subject to the provisions

of this Section 9(i)(iv) (any such notice, a “Repayment Notice”);

provided that in the case of (ii), such Repayment Notice shall contain the representation

and warranty that Counterparty is not, on the date thereof, aware of any material non-public

information with respect to Counterparty or the Shares[; provided, further, that

any “Repayment Notice” delivered to Dealer pursuant to the Base Call Option

Confirmation shall deemed to be a Repayment Notice pursuant to this Confirmation and

the terms of such Repayment Notice shall apply, mutatis mutandis, to this Confirmation]25.

The receipt by Dealer from Counterparty of any Repayment Notice, within the applicable

time period set forth in the preceding sentence, shall constitute an Additional Termination

Event as provided in this paragraph, it being understood that no Repayment Event shall

constitute an Additional Termination Event hereunder unless Dealer has so received such

Repayment Notice. Upon receipt of any such Repayment Notice, Dealer shall designate an

Exchange Business Day following receipt of such Repayment Notice (which in no event shall

be earlier than the date on which the relevant Repayment Event occurs or is consummated

(the “Repayment Date”)) as an Early Termination Date with respect

to the portion of the Transaction corresponding to a number of Options (the “Repayment

Options”) equal to the lesser of (A) [(x)] the aggregate principal amount of

such Convertible Notes specified in such Repayment Notice, divided by USD 1,000,

[minus (y) the number of “Repayment Options” (as defined in the Base

Call Option Confirmation), if any, that relate to such Convertible Notes (and for the

purposes of determining whether any Options under this Confirmation or under the Base

Call Option Confirmation will be among the Repayment Options hereunder or under, and

as defined in, the Base Call Option Confirmation, the Convertible Notes specified in

such Repayment Notice shall be allocated first to the Base Call Option Confirmation until

all Options thereunder are exercised or terminated),]26 and (B) the Number

of Options as of the date Dealer designates such Early Termination Date and, as of such

date, the Number of Options shall be reduced by the number of Repayment Options. Any

payment hereunder with respect to such termination (the “Repayment Unwind Payment”)

shall be calculated pursuant to Section 6 of the Agreement as if (1) an Early Termination

Date had been designated in respect of a Transaction having terms identical to the Transaction

and a Number of Options equal to the number of Repayment Options, (2) Counterparty were

the sole Affected Party with respect to such Additional Termination Event and (3) the

terminated portion of the Transaction was the sole Affected Transaction, provided that,

in the event of a Repayment Event resulting from a “Fundamental Change” (as

such term is defined in the Indenture) or in connection with an “Optional Redemption”

(as such term is defined in the Indenture), the Repayment Unwind Payment shall not be

greater than (x) the number of Repayment Options multiplied by (y) the product

of (A) the Applicable Percentage and (B) (x) the amount paid by Counterparty per Convertible

Note in connection with the relevant Repayment Event pursuant to the relevant sections

of the Indenture minus (y) the Repayment Synthetic Instrument Adjusted Issue Price

per Convertible Note, as determined by the Calculation Agent in good faith and in a commercially

reasonable manner. “Repayment Synthetic Instrument Adjusted Issue Price per

Convertible Note” shall mean the amount determined by the Calculation Agent

utilizing the numbers in the table set forth below based on the Repayment Date with respect

to the relevant Repayment Options. If the Repayment Date is not listed below, the amount

in the preceding sentence shall be determined by the Calculation Agent by reference to

the table below using a linear interpolation between the lower and higher Repayment Synthetic

Instrument Adjusted Issue Prices per Convertible Note for the dates immediately preceding

and immediately following the Repayment Date. For the avoidance of doubt, any payment

pursuant to this paragraph shall be subject to Section 9(l) of this Confirmation.

Repayment

Date

Repayment

Synthetic Instrument Adjusted

Issue Price per Convertible Note

[__]

$[_______]

[__]

$[_______]

[__]

$[_______]

[__]

$[_______]

[__]

$[_______]

[__]

$[_______]

[__]

$[_______]

[__]

$[_______]

[__]

$[_______]

[__]

$[_______]

[__]

$[_______]

25 Insert for Additional Call

Option Confirmation.

Insert for Additional Call Option Confirmation.

For

the avoidance of doubt, solely for purposes of calculating the amount payable pursuant to Section 6 of the Agreement pursuant

to the immediately preceding sentence, Dealer shall assume that the relevant Repayment Event (and, if applicable, the related

“Fundamental Change” (as such term is defined in the Indenture) and the announcement of such “Fundamental Change”

(as such term is defined in the Indenture)) had not occurred. “Repayment Event” means that (i) any Convertible

Notes are repurchased and cancelled in accordance with the Indenture (whether in connection with or as a result of a “Fundamental

Change” (as such term is defined in the Indenture), upon an “Optional Redemption” (as such term is defined in

the Indenture) or for any other reason) by Counterparty or any of its subsidiaries, (ii) any Convertible Notes are delivered to

Counterparty or any of its subsidiaries in exchange for delivery of any property or assets of such party (howsoever described),

(iii) any principal of any of the Convertible Notes is repaid prior to the final maturity date of the Convertible Notes (for any

reason other than as a result of an acceleration of the Convertible Notes that results in an Additional Termination Event pursuant

to the preceding Section 9(i)(ii)), or (iv) any Convertible Notes are exchanged by or for the benefit of the holders thereof for

any other securities of Counterparty or any of its subsidiaries (or any other property, or any combination thereof) pursuant to

any exchange offer or similar transaction. For the avoidance of doubt, any conversion of Convertible Notes (whether into cash,

Shares, reference property or any combination thereof) pursuant to the terms of the Indenture shall not constitute a Repayment

Event. In addition, Counterparty acknowledges, based on advice of outside counsel, its responsibilities under applicable securities

laws, including, in particular, Sections 9 and 10(b) of the Exchange Act and the rules and regulations thereunder in respect of

the Repayment Event, including, without limitation, the delivery of a Repayment Notice hereunder.

(j) Amendments

to Equity Definitions.

(i) Section

11.2(e)(vii) of the Equity Definitions is hereby amended by deleting the words “that

may have a diluting or concentrative effect on the theoretical value of the relevant

Shares” and replacing them with the words “that is the result of a corporate

event involving the Issuer or its securities that has, in the commercially reasonable

judgment of the Calculation Agent, a material economic effect on the Shares or the Options.”

(ii) Section

12.9(b)(i) of the Equity Definitions is hereby amended by (1) replacing “either

party may elect” with “Dealer may elect” and (2) replacing “notice

to the other party” with “notice to Counterparty” in the first sentence

of such Section.

(k) Setoff.

Notwithstanding any provision of the Agreement and this Confirmation (including

without limitation this Section 9(k)) or any other agreement between the parties to the

contrary, each party waives any and all rights it may have to set off obligations arising

under the Agreement and the Transaction against other obligations between the parties,

whether arising under any other agreement, applicable law or otherwise.

(l) Alternative

Calculations and Payment on Early Termination and on Certain Extraordinary Events.

If (a) an Early Termination Date (whether as a result of an Event of Default or a Termination

Event) occurs or is designated with respect to the Transaction or (b) the Transaction

is cancelled or terminated upon the occurrence of an Extraordinary Event (except as a

result of (i) a Nationalization, Insolvency or Merger Event in which the consideration

to be paid to all holders of Shares consists solely of cash, (ii) an Announcement Event,

Merger Event or Tender Offer that is within Counterparty’s control, or (iii) an

Event of Default in which Counterparty is the Defaulting Party or a Termination Event

in which Counterparty is the sole Affected Party other than an Event of Default of the

type described in Section 5(a)(iii), (v), (vi), (vii) or (viii) of the Agreement or a

Termination Event of the type described in Section 5(b) of the Agreement, in each case

that resulted from an event or events outside Counterparty’s control), and if Dealer

would owe any amount to Counterparty pursuant to Section 6(d)(ii) of the Agreement or

any Cancellation Amount pursuant to Article 12 of the Equity Definitions (any such amount,

a “Payment Obligation”), then Dealer shall satisfy the Payment Obligation

by the Share Termination Alternative (as defined below), unless (a) Counterparty

gives irrevocable telephonic notice to Dealer, confirmed in writing within one Scheduled

Trading Day, no later than 12:00 p.m. (New York City time) on the date of the Announcement

Event, Merger Date, Tender Offer Date, Announcement Date (in the case of a Nationalization,

Insolvency or Delisting), Early Termination Date or date of cancellation, as applicable,

of its election that the Share Termination Alternative shall not apply, (b) Counterparty

remakes the representation set forth in Section ‎8(c) of this Confirmation as of

the date of such election and (c) Dealer agrees, in its sole discretion, to such election,

in which case the provisions of Section 12.7 or Section 12.9 of the Equity Definitions,

or the provisions of Section 6(d)(ii) of the Agreement, as the case may be, shall apply.

Share Termination Alternative:

If applicable, Dealer shall deliver to Counterparty

the Share Termination Delivery Property on, or within a commercially reasonable period of time after, the date when the relevant

Payment Obligation would otherwise be due pursuant to Section 12.7 or 12.9 of the Equity Definitions or Section 6(d)(ii) and 6(e)

of the Agreement, as applicable, in satisfaction of such Payment Obligation in the manner reasonably requested by Counterparty

free of payment.

Share Termination Delivery Property:

A number of Share Termination Delivery Units, as calculated

by the Calculation Agent, equal to the Payment Obligation divided by the Share Termination Unit Price. The Calculation Agent shall

adjust the Share Termination Delivery Property by replacing any fractional portion of a security therein with an amount of cash

equal to the value of such fractional security based on the values used to calculate the Share Termination Unit Price.

Share Termination Delivery Unit:

One Share or, if the Shares have changed into cash or

any other property or the right to receive cash or any other property as the result of a Nationalization, Insolvency or Merger

Event (any such cash or other property, the “Exchange Property”), a unit consisting of the type and amount

of such Exchange Property received by a holder of one Share (without consideration of any requirement to pay cash or other consideration

in lieu of fractional amounts of any securities) in such Nationalization, Insolvency or Merger Event, as determined by the Calculation

Agent.

Share Termination Unit Price:

The value to Dealer of property contained in one Share

Termination Delivery Unit, as determined by the Calculation Agent in its discretion by commercially reasonable means and notified

by the Calculation Agent to Dealer at the time of notification of the Payment Obligation. For the avoidance of doubt, the parties

agree that in determining the Share Termination Delivery Unit Price the Calculation Agent may consider the purchase price paid

in connection with the purchase of Share Termination Delivery Property that was purchased in connection with the delivery of the

Share Termination Delivery Units.

Failure to Deliver:

Applicable

Other applicable provisions:

If Share Termination Alternative is applicable, the

provisions of Sections 9.8, 9.9 and 9.11 (as modified above) of the Equity Definitions and the provisions set forth opposite the

caption “Representation and Agreement” in Section 2 of this Confirmation will be applicable, except that all references

in such provisions to “Physical Settlement” or “Physically-settled” shall be read as references to “Share

Termination Settled” and all references to “Shares” shall be read as references to “Share Termination

Delivery Units”. “Share Termination Settled” in relation to the Transaction means that Share Termination Alternative

is applicable to the Transaction.

(m) Waiver

of Jury Trial. Each party waives, to the fullest extent permitted by applicable

law, any right it may have to a trial by jury in respect of any suit, action or proceeding

relating to the Transaction. Each party (i) certifies that no representative, agent or

attorney of either party has represented, expressly or otherwise, that such other party

would not, in the event of such a suit, action or proceeding, seek to enforce the foregoing

waiver and (ii) acknowledges that it and the other party have been induced to enter into

the Transaction, as applicable, by, among other things, the mutual waivers and certifications

provided herein.

(n) Registration.

Counterparty hereby agrees that if, in the good faith reasonable judgment of

Dealer, based on the advice of counsel, the Shares acquired and held by Dealer for the

purpose of effecting a commercially reasonable hedge of its obligations pursuant to the

Transaction (“Hedge Shares”) cannot be sold in the public market by

Dealer without registration under the Securities Act (other than any such Hedge Shares

that were, at the time of acquisition by Dealer, “restricted securities”

(as defined in Rule 144 under the Securities Act)), Counterparty shall, at its election,

either (i) in order to allow Dealer to sell the Hedge Shares in a registered offering,

make available to Dealer an effective registration statement under the Securities Act

and enter into an agreement, in form and substance reasonably satisfactory to Dealer,

substantially in the form of an underwriting agreement for a registered secondary offering

of substantially similar size and in a similar industry; provided, however,

that if Dealer, in its sole reasonable discretion, is not satisfied with access to due

diligence materials, the results of its due diligence investigation, or the procedures

and documentation for the registered offering referred to above, then clause (ii) or

clause (iii) of this paragraph shall apply at the election of Counterparty, (ii) in order

to allow Dealer to sell the Hedge Shares in a private placement, enter into a private

placement agreement substantially similar to private placement purchase agreements customary

for private placements of equity securities of similar size and industry, in form and

substance reasonably satisfactory to Dealer (in which case, the Calculation Agent shall

make any adjustments to the terms of the Transaction that are necessary, in its reasonable

judgment, to compensate Dealer for any commercially reasonable discount from the public

market price of the Shares incurred on the sale of Hedge Shares in a private placement),

or (iii) purchase the Hedge Shares from Dealer at the then-current market price on such

Exchange Business Days, and in the amounts and at such time(s), requested by Dealer.

(o) Tax

Disclosure. Effective from the date of commencement of discussions concerning

the Transaction, Counterparty and each of its employees, representatives, or other agents

may disclose to any and all persons, without limitation of any kind, the tax treatment

and tax structure of the Transaction and all materials of any kind (including opinions

or other tax analyses) that are provided to Counterparty relating to such tax treatment

and tax structure.

(p) Right

to Extend. Dealer may postpone or add, in a commercially reasonable manner, in

whole or in part, any Valid Day or Valid Days during the Settlement Averaging Period

or any other date of valuation, payment or delivery by Dealer, with respect to some or

all of the Options hereunder, to the extent Dealer reasonably determines (and in the

case of clause (ii) below, based on the advice of counsel), that such action is reasonably

necessary or appropriate (i) to preserve Dealer’s commercially reasonable hedging

or hedge unwind activity hereunder in light of existing liquidity conditions (but only

if there is a material decrease in liquidity relative to Dealer’s expectations

on the Trade Date) or (ii) to enable Dealer to effect purchases or sales of Shares in

connection with its commercially reasonable hedging, hedge unwind or settlement activity

hereunder in a manner that would, if Dealer were Counterparty or an affiliated purchaser

of Counterparty, be in compliance with applicable legal, regulatory or self-regulatory

requirements, or with related policies and procedures applicable to Dealer (so long as

such policies or procedures have been adopted by Dealer in good faith and are consistently

applied to transactions similar to the Transaction); provided that no such Valid

Day or other date of valuation, payment or delivery may be postponed or added more than

20 Valid Days after the original Valid Day or other date of valuation, payment or delivery,

as the case may be.

(q) Status

of Claims in Bankruptcy. Dealer acknowledges and agrees that this Confirmation

is not intended to convey to Dealer rights against Counterparty with respect to the Transaction

that are senior to the claims of common stockholders of Counterparty in any United States

bankruptcy proceedings of Counterparty; provided that nothing herein shall limit

or shall be deemed to limit Dealer’s right to pursue remedies in the event of a

breach by Counterparty of its obligations and agreements with respect to the Transaction;

provided further that nothing herein shall limit or shall be deemed to limit Dealer’s

rights in respect of any transactions other than the Transaction.

(r) Securities

Contract; Swap Agreement. The parties hereto intend for (i) the Transaction to

be a “securities contract” and a “swap agreement” as defined

in the Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy

Code”), and the parties hereto to be entitled to the protections afforded by,

among other Sections, Sections 362(b)(6), 362(b)(17), 546(e), 546(g), 555 and 560 of

the Bankruptcy Code, (ii) a party’s right to liquidate the Transaction and to exercise

any other remedies upon the occurrence of any Event of Default under the Agreement with

respect to the other party to constitute a “contractual right” as described

in the Bankruptcy Code, and (iii) each payment and delivery of cash, securities or other

property hereunder to constitute a “margin payment” or “settlement

payment” and a “transfer” as defined in the Bankruptcy Code.

(s) Notice

of Certain Other Events. Counterparty covenants and agrees that:

(i) promptly

following the public announcement of the results of any election by the holders of Shares

with respect to the consideration due upon consummation of any Merger Event, Counterparty

shall give Dealer written notice of the types and amounts of consideration actually received

by holders of Shares pursuant to such Merger Event (the date of such notification, the

“Consideration Notification Date”); provided that in no event

shall the Consideration Notification Date be later than the date on which such Merger

Event is consummated; and

(ii) (A)

Counterparty shall give Dealer commercially reasonable advance (but in no event less

than one Exchange Business Day) written notice of the section or sections of the Indenture

and, if applicable, the formula therein, pursuant to which any adjustment will be made

to the Convertible Notes in connection with any Potential Adjustment Event, Merger Event

or Tender Offer and (B) promptly following any such adjustment, Counterparty shall give

Dealer written notice of the details of such adjustment.

(t) Wall

Street Transparency and Accountability Act. In connection with Section 739 of

the Wall Street Transparency and Accountability Act of 2010 (“WSTAA”),

the parties hereby agree that neither the enactment of WSTAA or any regulation under

the WSTAA, nor any requirement under WSTAA or an amendment made by WSTAA, shall limit

or otherwise impair either party’s otherwise applicable rights to terminate, renegotiate,

modify, amend or supplement this Confirmation or the Agreement, as applicable, arising

from a termination event, force majeure, illegality, increased costs, regulatory change

or similar event under this Confirmation, the Equity Definitions incorporated herein,

or the Agreement (including, but not limited to, rights arising from Change in Law, Hedging

Disruption, Increased Cost of Hedging, an Excess Ownership Position, or Illegality (as

defined in the Agreement)).

(u) Agreements

and Acknowledgements Regarding Hedging. Counterparty understands, acknowledges

and agrees that: (A) at any time on and prior to the Expiration Date, Dealer and its

affiliates may buy or sell Shares or other securities or buy or sell options or futures

contracts or enter into swaps or other derivative securities in order to adjust its hedge

position with respect to the Transaction; (B) Dealer and its affiliates also may be active

in the market for Shares other than in connection with hedging activities in relation

to the Transaction; (C) Dealer shall make its own determination as to whether, when or

in what manner any hedging or market activities in securities of Issuer shall be conducted

and shall do so in a manner that it deems appropriate to hedge its price and market risk

with respect to the Relevant Prices; and (D) any market activities of Dealer and its

affiliates with respect to Shares may affect the market price and volatility of Shares,

as well as the Relevant Prices, each in a manner that may be adverse to Counterparty.

(v) Early

Unwind. In the event the sale of the [“Firm Securities”]27[“Additional

Securities”]28 (as defined in the Purchase Agreement) is not consummated

with the Initial Purchaser for any reason, or Counterparty fails to deliver to Dealer

an opinion of counsel as required pursuant to Section 9(a) of this Confirmation, in each

case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date

as agreed upon by the parties (the Premium Payment Date or such later date, the “Early

Unwind Date”), the Transaction shall automatically terminate (the “Early

Unwind”) on the Early Unwind Date and (i) the Transaction and all of the respective

rights and obligations of Dealer and Counterparty under the Transaction shall be cancelled

and terminated and (ii) each party shall be released and discharged by the other party

from and agrees not to make any claim against the other party with respect to any obligations

or liabilities of the other party arising out of and to be performed in connection with

the Transaction either prior to or after the Early Unwind Date. Each of Dealer and Counterparty

represents and acknowledges to the other that upon an Early Unwind, all obligations with

respect to the Transaction shall be deemed fully and finally discharged.

(w) Tax

Matters.

(i)

Withholding Tax imposed on payments to non-U.S. counterparties under the United States Foreign Account Tax Compliance provisions

of the HIRE Act. The parties hereto agree that for the Transaction the terms “Tax” and “Indemnifiable Tax”

as defined in Section 14 of the Agreement, shall not include any Tax imposed pursuant to Section 1471 or 1472 of the Code, as

amended, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section

1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement

entered into in connection with the implementation of such Sections of the Code (a “FATCA Withholding Tax”).

For the avoidance of doubt, a FATCA Withholding Tax is a Tax the deduction or withholding of which is required by applicable law

for the purposes of Section 2(d)(i) of the Agreement.

Insert for Base Call Option Confirmation.

Insert for Additional Call Option Confirmation.

(ii)

Tax Documentation. For purposes of Section 4(a)(i) and (ii) of the Agreement, (i) Counterparty agrees to deliver to Dealer

one duly executed and completed United States Internal Revenue Service Form W-9 (or successor thereto) and (ii) Dealer agrees

to deliver to Counterparty [one duly executed and completed applicable Internal Revenue Service Form W-9 (or successor thereto)]29,

in each case, (A) or before the date of execution of this Confirmation and (B) promptly upon learning that any such tax form previously

provided by it has become obsolete or incorrect. Additionally, each party shall, promptly upon request by the other party, provide

such other tax forms and documents reasonably requested by the other party.

(iii)

Payee Tax Representations. Counterparty is a corporation for U.S. federal income tax purposes and is organized under the

laws of the State of Delaware. Counterparty is a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii)

of United States Treasury Regulations) for U.S. federal income tax purposes and an exempt recipient under Treasury Regulation

Section 1.6049-4(c)(1)(ii). [Dealer is a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of United

States Treasury Regulations) for U.S. federal income tax purposes and an exempt recipient under Treasury Regulation Section 1.6049-4(c)(1)(ii)]30.

Each party agrees to give notice of any failure of a representation made by it under this Section 9(w)(iii) to be accurate and

true promptly upon learning of such failure.

(iv)

Section 871(m). The parties hereto agree that for the Transaction the terms “Tax” and “Indemnifiable

Tax” as defined in Section 14 of the Agreement shall not include any tax imposed on payments treated as dividends from sources

within the United States under Section 871(m) of the Code or any regulations issued thereunder.

(x) Payment

by Counterparty. In the event that, following payment of the Premium, (i) an

Early Termination Date occurs or is designated with respect to the Transaction as a result

of a Termination Event or an Event of Default (other than an Event of Default arising

under Section 5(a)(ii) or 5(a)(iv) of the Agreement) and, as a result, Counterparty owes

to Dealer an amount calculated under Section 6(e) of the Agreement, or (ii) Counterparty

owes to Dealer, pursuant to Section 12.7 or Section 12.9 of the Equity Definitions, an

amount calculated under Section 12.8 of the Equity Definitions, such amount shall be

deemed to be zero.

To be updated as appropriate for Dealer.

(y) Other

Adjustments Pursuant to the Equity Definitions. Notwithstanding anything to the

contrary in the Agreement, the Equity Definitions or this Confirmation, upon the occurrence

of a Merger Date, the occurrence of a Tender Offer Date, or declaration by Counterparty

of the terms of any Potential Adjustment Event, the Calculation Agent shall determine

in good faith and in a commercially reasonable manner whether such occurrence or declaration,

as applicable, has had a material economic effect on the Transaction, and if so, shall,

in its good faith and commercially reasonable discretion, adjust the Cap Price to account

for the economic effect on the Transaction of such occurrence or declaration (provided

that in no event shall the Cap Price be less than the Strike Price; and provided

further that any adjustment to the Cap Price made pursuant to this section shall

be made without duplication of any other adjustment hereunder). Solely for purposes of

this Section 9(y): (x) the terms “Potential Adjustment Event,” “Merger

Event,” and “Tender Offer” shall each have the meanings assigned to

each such term in the Equity Definitions (in the case of the definition of “Potential

Adjustment Event”, as amended by Section ‎9(j)(i) of this Confirmation (provided

that Exempted Repurchases shall not be a Potential Adjustment Event), and in the case

of the definition of “Tender Offer”, as amended by the provisions opposite

the caption “Announcement Event” in Section 3 of this Confirmation) and (y)

“Extraordinary Dividend” means any cash dividend on the Shares other than

a regular quarterly dividend in an amount per Share less than or equal to the Regular

Dividend. “Exempted Repurchase” means any (1) open market Share repurchase

at prevailing market prices (including, without limitation, any discount to average VWAP

prices) or (2) Share repurchase through a dealer pursuant to accelerated share repurchases,

forward contracts or similar transactions that is entered into at prevailing market prices

(including, without limitation, any discount to average VWAP prices) and in accordance

with customary market terms for transactions of such type to repurchase the Shares, so

long as such repurchase or transaction would not reduce the number of total Shares outstanding

to be less than [ ]31 Shares, as determined by Calculation Agent in a commercially

reasonable manner and as adjusted by the Calculation Agent to account for any subdivision

or combination with respect to the Shares.

(z) CARES

Act. Counterparty acknowledges that the Transaction may constitute a purchase

of its equity securities or a capital distribution. Counterparty further acknowledges

that, pursuant to the provisions of the Coronavirus Aid, Relief and Economic Security

Act (the “CARES Act”), Counterparty will be required to agree to certain

time-bound restrictions on its ability to purchase its equity securities or make capital

distributions if it receives loans, loan guarantees or direct loans (as that term is

defined in the CARES Act) under section 4003(b) of the CARES Act. Counterparty further

acknowledges that it may be required to agree to certain time-bound restrictions on its

ability to purchase its equity securities or make capital distributions if it receives

loans, loan guarantees or direct loans (as that term is defined in the CARES Act) under

programs or facilities established by the Board of Governors of the Federal Reserve System,

the U.S. Department of Treasury or similar governmental entity for the purpose of providing

liquidity to the financial system. Accordingly, Counterparty represents and warrants

that neither it, nor any of its subsidiaries have applied, and have no present intention

to apply, for a loan, loan guarantee, direct loan (as that term is defined in the

CARES Act) or other investment, or to receive any financial assistance or relief (howsoever

defined) under any program or facility that (a) is established under applicable law (whether

in existence as of the Trade Date or subsequently enacted, adopted or amended), including

without limitation the CARES Act and the Federal Reserve Act, as amended, and (b) requires

under applicable law (or any regulation, guidance, interpretation or other pronouncement

thereunder), as a condition of such loan, loan guarantee, direct loan (as that term is

defined in the CARES Act), investment, financial assistance or relief, that Counterparty

comply with any requirement to, or otherwise agree, attest, certify or warrant that it

has not, as of the date specified in such condition, repurchased, or will not repurchase,

any equity security of Counterparty; provided that Counterparty may

apply for any such governmental assistance if Counterparty determines based on the advice

of nationally recognized outside counsel that the terms of the Transaction would not

cause Counterparty to fail to satisfy any condition for application for or receipt or

retention of such governmental assistance based on the terms of the relevant program

or facility as of the date of such advice. Counterparty further represents and warrants

that the Premium is not being paid, in whole or in part, directly or indirectly, with

funds received under or pursuant to any program or facility, including the U.S. Small

Business Administration’s “Paycheck Protection Program”, that (a) is

established under applicable law, including without limitation the CARES Act and the

Federal Reserve Act, as amended, and (b) requires under such applicable law (or any regulation,

guidance, interpretation or other pronouncement of a governmental authority with jurisdiction

for such program or facility) that such funds be used for specified or enumerated purposes

that do not include the purchase of this Transaction (either by specific reference to

this Transaction or by general reference to transactions with the attributes of this

Transaction in all relevant respects).

(aa) Dividends.

If, at any time during the period from, and including, the Effective Date to, but excluding,

the Expiration Date, (i) an ex-dividend date (an “Ex-Dividend Date”)

for a regular quarterly cash dividend occurs with respect to the Shares, and that dividend

is less than the Regular Dividend on a per Share basis or (ii) no Ex-Dividend Date for

a regular quarterly cash dividend occurs with respect to the Shares in any quarterly

dividend period of Counterparty, then the Calculation Agent will adjust the Cap Price

to preserve the fair value of the Options to Dealer after taking into account such dividend

or lack thereof. “Regular Dividend” shall mean USD 0.09

per Share per quarter. Upon any adjustment to the “Initial Dividend Threshold”

(as such term is defined in the Indenture) for the Convertible Notes pursuant to the

Indenture, the Calculation Agent will make a corresponding adjustment to the Regular

Dividend for the Transaction.

Insert number of Shares to be equal to 80% of the Shares outstanding as of the Trade Date.

(bb) [Insert

Dealer agency boilerplate, if applicable.]

(cc) [Insert

preferred form of US QFC Stay Rule language for each Dealer, as applicable.]

(dd) [Insert

additional Dealer boilerplate, if applicable.]

[Signature

Pages Follow]

Please

confirm that the foregoing correctly sets forth the terms of the agreement between Dealer and Counterparty with respect to the

Transaction, by manually signing this Confirmation or this page hereof as evidence of agreement to such terms and providing the

other information requested herein and returning an executed copy to Dealer.

Very

truly yours,

[DEALER]32

By:

Name:

Title:

32 Include Dealer preferred signature page information, as applicable

[Signature Page to the [Base] [Additional] Capped Call Confirmation]

Accepted

and confirmed

as of the Trade Date:

LIBERTY

ENERGY INC.

By:

Name:

Title:

[Signature Page

to the [Base] [Additional] Capped Call Confirmation]

EX-99.1 — PRESS RELEASE

EX-99.1

Filename: ex99-1.htm · Sequence: 4

Exhibit 99.1

Liberty

Energy Inc. Announces Proposed $450.0 Million Convertible Senior Notes Offering

March

25, 2026

DENVER,

Colo.—Liberty Energy Inc. (NYSE: LBRT) (“Liberty”) today announced that it proposes to offer $450.0 million

aggregate principal amount of convertible senior notes due 2032 (the “Notes”), subject to market conditions and other

factors, in a private offering (the “Notes Offering”) to persons reasonably believed to be qualified institutional

buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Liberty also intends

to grant the initial purchasers an option to purchase, within a 13-day period beginning on, and including, the date on which the

Notes are first issued, up to an additional $50.0 million aggregate principal amount of the Notes (the “Initial Purchaser

Option”).

The

Notes will be general unsecured, senior obligations of Liberty and will accrue interest payable semiannually in arrears on March

1 and September 1 of each year, to holders of record as of the close of business on the immediately preceding February 15 and

August 15, respectively, beginning on September 1, 2026. The Notes will mature on March 1, 2032, unless earlier converted, redeemed

or repurchased. At any time prior to the close of business on the business day immediately preceding December 1, 2031, the Notes

may be converted at the option of holders only upon satisfaction of certain conditions and during certain periods, and thereafter,

at any time until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may

convert all or any portion of their Notes at any time, regardless of the foregoing conditions. Upon conversion, Liberty will pay

cash up to the aggregate principal amount of the Notes to be converted and pay or deliver, as the case may be, cash, shares of

Liberty’s Class A common stock, par value $0.01 per share (the “Class A Common Stock”), or a combination of

cash and shares of Class A Common Stock, at the election of Liberty, in respect of the remainder, if any, of Liberty’s conversion

obligation in excess of the aggregate principal amount of the Notes being converted. The interest rate, initial conversion rate

and other terms of the Notes will be determined at the time of pricing of the Notes Offering.

Liberty

may redeem for cash all or any portion of the Notes, at its option, on or after March 1, 2029 and before the 21st scheduled trading

day immediately preceding the maturity date if the last reported sale price of the Class A Common Stock has been at least 130%

of the conversion price of the Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive

trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding

the date on which Liberty provides notice of redemption at a redemption price equal to 100% of the principal amount of the Notes

to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

Liberty

intends to use the net proceeds from the Notes Offering to fund the cost of entering into the Capped Call Transactions, as described

and defined below, with the remaining amount to be used for general corporate purposes. If the initial purchasers exercise their

Initial Purchaser Option, Liberty expects to enter into additional Capped Call Transactions with the Option Counterparties (as

defined below) and to use the remainder of such net proceeds for general corporate purposes.

connection with the pricing of the Notes, Liberty expects to enter into privately negotiated capped call transactions relating

to the Notes (the “Capped Call Transactions”) with one or more of the initial purchasers or their respective affiliates

and certain other financial institutions (the “Option Counterparties”). The Capped Call Transactions will cover, subject

to anti-dilution adjustments, the number of shares of Class A Common Stock that will initially underlie the Notes.

The

Capped Call Transactions are expected generally to reduce the potential dilution to the Class A Common Stock upon conversion of

any Notes and/or offset any cash payments Liberty is required to make in excess of the principal amount of converted Notes, as

the case may be, with such reduction and/or offset subject to a cap.

connection with establishing their initial hedges of the Capped Call Transactions, the Option Counterparties may enter into various

derivative transactions with respect to the Class A Common Stock and/or purchase the Class A Common Stock in secondary market

transactions concurrently with or shortly after the pricing of the Notes, including with or from, as the case may be, certain

investors in the Notes. This activity could increase (or reduce the size of any decrease in) the market price of the Class A Common

Stock or the Notes at that time.

addition, the Option Counterparties may modify or unwind their hedge positions by entering into or unwinding various derivative

transactions with respect to the Class A Common Stock and/or purchasing or selling the Class A Common Stock or other securities

of Liberty in secondary market transactions following the pricing of the Notes and prior to the maturity of the Notes (and are

likely to do so on each exercise date for the Capped Call Transactions or following any termination of any portion of the Capped

Call Transactions in connection with any repurchase, redemption or early conversion of the Notes). This activity could also cause

or avoid an increase or a decrease in the market price of the Class A Common Stock or the Notes, which could affect a noteholder’s

ability to convert the Notes, and, to the extent the activity occurs following conversion or during any observation period related

to a conversion of Notes, it could affect the amount and value of the consideration that a noteholder will receive upon conversion

of such Notes.

Neither

the Notes, nor any shares of Class A Common Stock issuable upon conversion of the Notes, have been, nor will be registered under

the Securities Act or any state securities laws, and unless so registered, such securities may not be offered or sold in the United

States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements

of the Securities Act and other applicable securities laws.

This

press release is neither an offer to sell nor a solicitation of an offer to buy any securities, nor shall it constitute an offer,

solicitation or sale of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful

prior to the registration or qualification under the securities laws of any such state or jurisdiction. Any offers of the Notes

will be made only by means of a private offering memorandum.

Forward-Looking

Statements

The

information above includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and

Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included

herein concerning, among other things, statements about our expectations in connection with the Notes Offering, the size and terms

of the Notes Offering, the use of proceeds from the Notes Offering, our expected growth from recent acquisitions, expected performance,

expectations regarding the success of our distributed power business, future operating results, oil and natural gas demand and

prices and the outlook for the oil and gas industry, power demand and outlook for the power industry, future global economic conditions,

the impact of worldwide political, military and armed conflict (including the impact of the ongoing conflict with Iran and the

closure of the Straight of Hormuz), the impact of announcements and changes in oil production quotas by oil exporting countries,

improvements in operating procedures and technology, our business strategy and the business strategies of our customers, the impact

of policy, legislative, and regulatory changes, the deployment of fleets in the future, planned capital expenditures, future cash

flows and borrowings, pursuit of potential acquisition opportunities, our financial position, return of capital to stockholders,

business strategy and objectives for future operations, are forward-looking statements. These forward-looking statements are identified

by their use of terms and phrases such as “may,” “expect,” “estimate,” “outlook,”

“project,” “plan,” “position,” “believe,” “intend,” “achievable,”

“forecast,” “assume,” “anticipate,” “will,” “continue,” “potential,”

“likely,” “should,” “could,” and similar terms and phrases. However, the absence of these

words does not mean that the statements are not forward-looking. Although we believe that the expectations reflected in these

forward-looking statements are reasonable, they do involve certain assumptions, risks and uncertainties. The outlook presented

herein is subject to change by Liberty without notice and Liberty has no obligation to affirm or update such information, except

as required by law. These forward-looking statements represent our expectations or beliefs concerning future events, and it is

possible that the results described in this press release will not be achieved. These forward-looking statements are subject to

certain risks, uncertainties and assumptions identified above or as disclosed from time to time in Liberty’s filings with the

Securities and Exchange Commission (“SEC”). As a result of these factors, actual results may differ materially from

those indicated or implied by such forward-looking statements.

Any

forward-looking statement speaks only as of the date on which it is made, and, except as required by law, we do not undertake

any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

New factors emerge from time to time, and it is not possible for us to predict all such factors. When considering these forward-looking

statements, you should keep in mind the risk factors and other cautionary statements in “Item 1A. Risk Factors” included

in our Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the SEC on February 2, 2026 and in our other

public filings with the SEC. These and other factors could cause our actual results to differ materially from those contained

in any forward-looking statements.

About

Liberty

Energy Inc. (NYSE: LBRT) is a leading energy services company. Liberty is one of the largest providers of completion services

and technologies to onshore oil, natural gas, and enhanced geothermal energy producers in North America. Liberty also owns and

operates Liberty Power Innovations LLC, providing advanced distributed power and energy storage solutions, supported by strategic

relationships across advanced nuclear, enhanced geothermal, and battery energy storage systems, serving the commercial and industrial,

data center, energy, and mining industries. Liberty was founded in 2011 with a relentless focus on value creation through a culture

of innovation and excellence and the development of next generation technology. Liberty is headquartered in Denver, Colorado.

Contacts:

Michael

Stock

Chief

Financial Officer

Anjali

Voria, CFA

Vice

President of Investor Relations

303-515-2851

IR@libertyenergy.com

EX-99.2 — PRESS RELEASE

EX-99.2

Filename: ex99-2.htm · Sequence: 5

Exhibit 99.2

Liberty Energy Inc. Announces Pricing of Upsized $475.0 Million

Convertible Senior Notes Offering

March 25, 2026

DENVER, Colo.—Liberty Energy Inc. (NYSE: LBRT) (“Liberty”)

today announced the pricing of, and that it has agreed to sell, $475.0 million aggregate principal amount of 0.00% convertible

senior notes due 2032 (the “Notes”) in a private offering (the “Notes Offering”) to persons reasonably

believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities

Act”). Liberty also granted the initial purchasers an option to purchase, within a 13-day period beginning on, and including,

the date on which the Notes are first issued, up to an additional $50.0 million aggregate principal amount of the Notes (the “Initial

Purchaser Option”). The sale of the Notes is expected to close on or about March 30, 2026, subject to the satisfaction of

customary closing conditions. The offering size was increased from the previously announced $450.0 million aggregate principal

amount of Notes.

The Notes will be general unsecured, senior obligations of Liberty.

The Notes will not bear regular interest, and the principal amount of the Notes will not accrete. The Notes will mature on March

1, 2032, unless earlier converted, redeemed or repurchased. At any time prior to the close of business on the business day immediately

preceding December 1, 2031, the Notes may be converted at the option of holders only upon satisfaction of certain conditions and

during certain periods, and thereafter, at any time until the close of business on the second scheduled trading day immediately

preceding the maturity date, holders may convert all or any portion of their Notes at any time, regardless of the foregoing conditions.

Upon conversion, Liberty will pay cash up to the aggregate principal amount of the Notes to be converted and pay or deliver, as

the case may be, cash, shares of Liberty’s Class A common stock, par value $0.01 per share (the “Class A Common Stock”),

or a combination of cash and shares of Class A Common Stock, at the election of Liberty, in respect of the remainder, if any, of

Liberty’s conversion obligation in excess of the aggregate principal amount of the Notes being converted.

Liberty may redeem for cash all or any portion of the Notes,

at its option, on or after March 1, 2029 and before the 21st scheduled trading day immediately preceding the maturity date if the

last reported sale price of the Class A Common Stock has been at least 130% of the conversion price of the Notes then in effect

for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading

day of such period) ending on, and including, the trading day immediately preceding the date on which Liberty provides notice of

redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid special

interest, if any, to, but excluding, the redemption date.

If Liberty undergoes a “fundamental change,” then,

subject to certain conditions and limited exceptions, holders of the Notes may require Liberty to repurchase for cash all or any

portion of their Notes at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued

and unpaid special interest, if any, to, but excluding, the fundamental change repurchase date. In addition, following certain

corporate events that occur prior to the maturity date or if Liberty delivers a notice of redemption in respect of the Notes, Liberty

will, in certain circumstances, increase the conversion rate of the Notes for a holder who elects to convert its Notes in connection

with such a corporate event or convert its Notes called (or deemed called) for redemption during the related redemption period,

as the case may be.

The Notes will have an initial conversion rate of 26.7094 shares

of Class A Common Stock per $1,000 principal amount of notes (which is subject to adjustment in certain circumstances). This is

equivalent to an initial conversion price of approximately $37.44 per share, which represents a premium of approximately 30.0%

over the last reported sale price of the Class A Common Stock on the New York Stock Exchange of $28.80 per share on March 25, 2026.

Liberty estimates that the net proceeds from the Notes Offering

will be approximately $462.5 million (or $511.3 million if the initial purchasers exercise the Initial Purchaser Option in full),

after deducting the initial purchasers’ discounts and commissions and estimated Notes Offering expenses payable by Liberty.

Liberty intends to use the net proceeds from the Notes Offering to fund the approximately $69.8 million cost of entering into the

Capped Call Transactions, as described and defined below, with the remaining amount to be used for general corporate purposes.

If the initial purchasers exercise their Initial Purchaser Option, Liberty expects to enter into additional Capped Call Transactions

with the Option Counterparties (as defined below) and to use the remainder of such net proceeds for general corporate purposes.

In connection with the pricing of the Notes, Liberty entered

into privately negotiated capped call transactions relating to the Notes (the “Capped Call Transactions”) with certain

of the initial purchasers or their respective affiliates and certain other financial institutions (the “Option Counterparties”).

The Capped Call Transactions will cover, subject to anti-dilution adjustments, the number of shares of Class A Common Stock initially

underlying the Notes. The cap price of the Capped Call Transactions will initially be approximately $72.00 per share, which represents

a premium of 150.00% over the last reported sale price of Class A Common Stock of $28.80 on the New York Stock Exchange on March

25, 2026, and is subject to certain adjustments under the terms of the Capped Call Transactions.

The Capped Call Transactions are expected generally to reduce

the potential dilution to the Class A Common Stock upon conversion of any Notes and/or offset any cash payments Liberty is required

to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to

a cap.

In connection with establishing their initial hedges of the

Capped Call Transactions, the Option Counterparties may enter into various derivative transactions with respect to the Class A

Common Stock and/or purchase the Class A Common Stock in secondary market transactions concurrently with or shortly after the pricing

of the Notes, including with or from, as the case may be, certain investors in the Notes. This activity could increase (or reduce

the size of any decrease in) the market price of the Class A Common Stock or the Notes at that time.

In addition, the Option Counterparties may modify or unwind

their hedge positions by entering into or unwinding various derivative transactions with respect to the Class A Common Stock and/or

purchasing or selling the Class A Common Stock or other securities of Liberty in secondary market transactions following the pricing

of the Notes and prior to the maturity of the Notes (and are likely to do so on each exercise date for the Capped Call Transactions

or following any termination of any portion of the Capped Call Transactions in connection with any repurchase, redemption or early

conversion of the Notes). This activity could also cause or avoid an increase or a decrease in the market price of the Class A

Common Stock or the Notes, which could affect a noteholder’s ability to convert the Notes, and, to the extent the activity

occurs following conversion or during any observation period related to a conversion of Notes, it could affect the amount and value

of the consideration that a noteholder will receive upon conversion of such Notes.

Neither the Notes, nor any shares of Class A Common Stock issuable

upon conversion of the Notes, have been, nor will be registered under the Securities Act or any state securities laws, and unless

so registered, such securities may not be offered or sold in the United States absent registration or an applicable exemption from,

or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.

This press release is neither an offer to sell nor a solicitation

of an offer to buy any securities, nor shall it constitute an offer, solicitation or sale of any securities in any state or jurisdiction

in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws

of any such state or jurisdiction.

Forward-Looking Statements

The information above includes “forward-looking statements”

within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. All

statements, other than statements of historical facts, included herein concerning, among other things, statements about our expectations

in connection with the Notes Offering, the use of proceeds from the Notes Offering, actions of the Option Counterparties, the effects

on the price of Liberty’s Class A Common Stock as a result thereof, our expected growth from recent acquisitions, expected

performance, expectations regarding the success of our distributed power business, future operating results, oil and natural gas

demand and prices and the outlook for the oil and gas industry, power demand and outlook for the power industry, future global

economic conditions, the impact of worldwide political, military and armed conflict (including the impact of the ongoing conflict

with Iran and the closure of the Strait of Hormuz), the impact of announcements and changes in oil production quotas by oil exporting

countries, improvements in operating procedures and technology, our business strategy and the business strategies of our customers,

the impact of policy, legislative, and regulatory changes, the deployment of fleets in the future, planned capital expenditures,

future cash flows and borrowings, pursuit of potential acquisition opportunities, our financial position, return of capital to

stockholders, business strategy and objectives for future operations, are forward-looking statements. These forward-looking statements

are identified by their use of terms and phrases such as “may,” “expect,” “estimate,” “outlook,”

“project,” “plan,” “position,” “believe,” “intend,” “achievable,”

“forecast,” “assume,” “anticipate,” “will,” “continue,” “potential,”

“likely,” “should,” “could,” and similar terms and phrases. However, the absence of these words

does not mean that the statements are not forward-looking. Although we believe that the expectations reflected in these forward-looking

statements are reasonable, they do involve certain assumptions, risks and uncertainties. The outlook presented herein is subject

to change by Liberty without notice and Liberty has no obligation to affirm or update such information, except as required by law.

These forward-looking statements represent our expectations or beliefs concerning future events, and it is possible that the results

described in this press release will not be achieved. These forward-looking statements are subject to certain risks, uncertainties

and assumptions identified above or as disclosed from time to time in Liberty's filings with the Securities and Exchange Commission

(“SEC”). As a result of these factors, actual results may differ materially from those indicated or implied by such

forward-looking statements.

Any forward-looking statement speaks only as of the date

on which it is made, and, except as required by law, we do not undertake any obligation to update or revise any forward-looking

statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is

not possible for us to predict all such factors. When considering these forward-looking statements, you should keep in mind the

risk factors and other cautionary statements in “Item 1A. Risk Factors” included in our Annual Report on Form 10-K

for the year ended December 31, 2025 as filed with the SEC on February 2, 2026 and in our other public filings with the SEC. These

and other factors could cause our actual results to differ materially from those contained in any forward-looking statements.

About Liberty

Liberty Energy Inc. (NYSE: LBRT) is a leading energy services

company. Liberty is one of the largest providers of completion services and technologies to onshore oil, natural gas, and enhanced

geothermal energy producers in North America. Liberty also owns and operates Liberty Power Innovations LLC, providing advanced

distributed power and energy storage solutions, supported by strategic relationships across advanced nuclear, enhanced geothermal,

and battery energy storage systems, serving the commercial and industrial, data center, energy, and mining industries. Liberty

was founded in 2011 with a relentless focus on value creation through a culture of innovation and excellence and the development

of next generation technology. Liberty is headquartered in Denver, Colorado.

Contacts:

Michael Stock

Chief Financial Officer

Anjali Voria, CFA

Vice President of Investor Relations

303-515-2851

IR@libertyenergy.com

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