EX-4.2





 Exhibit 4.2 

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. 
 THIS SECURITY AND THE 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 PIONEER ENERGY SERVICES CORP. (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 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. 

  
 1 













 PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE (2)(D) ABOVE, THE
COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER 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. 












 PIONEER ENERGY SERVICES CORP. 

5.00% Convertible Senior Unsecured PIK Note due 2025 
  

			
	No. 144A-1	  	Principal Amount: Initially $127,468,000
		
	CUSIP No. 723664 AC2	  	

 PIONEER ENERGY SERVICES CORP., 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., or registered
assigns, the amounts due upon conversion, repurchase or otherwise corresponding to the principal amount set forth above or such greater or lesser principal amount as set forth in the “Schedule of Exchanges of Notes” attached hereto, in
accordance with the rules and procedures of the Depositary, and interest thereon as set forth below. 
 This Note shall bear interest at the
rate of 5.00% per year from May 29, 2020, or from the most recent date to which interest had been paid or provided for to, but excluding, the next scheduled Interest Payment Date until November 15, 2025. Interest is payable semi-annually
in arrears by an increase to the Capitalized Principal Amount of the Notes pursuant to Section 2.03(d) of the Indenture on each May 15 and November 15, commencing on November 15, 2020, to Holders of record at the close of
business on the preceding May 1 and November 1 (whether or not such day is a Business Day), respectively. Notwithstanding the foregoing, in certain circumstances the Company may, at its option, in lieu of increasing the Capitalized
Principal Amount of the Notes by the Capitalization Amount for such Interest Payment Date, pay interest due and payable on the Notes by authenticating additional Notes on the relevant Interest Payment Date in an aggregate principal amount equal to
the relevant Capitalization Amount. 
 Any Defaulted Amounts shall accrue interest per annum at the rate borne by the Notes plus two
percent, subject to the enforceability thereof under applicable law, from, and including, the relevant 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 any interest due in cash 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
will designate an office or agency in the contiguous United States as a place where Notes may be presented for payment or for registration of transfer and exchange. 

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 or shares of Common Stock, as applicable, 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 (without regard to the conflicts of laws provisions thereof). 

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 or by facsimile by the Trustee or a duly authorized authenticating agent under the Indenture. 
 [Remainder of page
intentionally left blank] 












 IN WITNESS WHEREOF, the Company has caused this Note to be duly executed. 

 

			
	PIONEER ENERGY SERVICES CORP.
		
	By:	 	/s/ Lorne E. Phillips
		 	Name: Lorne E. Phillips
		 	 Title: Executive Vice President and Chief

          Financial Officer



 Dated: May 29, 2020 

TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

WILMINGTON TRUST, NATIONAL ASSOCIATION 
 as
Trustee, certifies that this is one of the Notes described 
 in the within-named Indenture. 

 

			
	By:	 	/s/ Jane Schweiger
		 	Vice President













 PIONEER ENERGY SERVICES CORP. 

5.00% Convertible Senior Unsecured PIK Note due 2025 

This Note is one of a duly authorized issue of Notes of the Company, designated as its 5.00% Convertible Senior Unsecured PIK Notes due 2025
(the “Notes”), initially in an aggregate principal amount of $129,771,000 all issued or to be issued under and pursuant to an Indenture dated as of May 29, 2020 (the “Indenture”), between the Company and
Wilmington Trust, 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. 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 interest 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 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 Fundamental
Change Repurchase Price, if applicable) of, (y) any accrued interest that has not been paid, 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 Common Stock, as the case may be, herein prescribed. 












 The Notes are issuable in registered form without coupons in denominations of $1.00
principal amount and integral multiples of $1.00 in excess 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 are not subject to redemption through the operation of any sinking fund or otherwise. 

Upon the occurrence of a 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 $1.00 or integral multiples thereof) on the Fundamental Change Repurchase Date at a price equal to the Fundamental Change Repurchase Price. 

Holders shall be entitled, for so long as any Notes remain outstanding, to vote on all matters on which holders of Common Stock generally are
entitled to vote, on the basis set forth in Article 13 of the Indenture. 












 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. 












 SCHEDULE A 

SCHEDULE OF EXCHANGES OF NOTES 

PIONEER ENERGY SERVICES CORP. 

5.00% Convertible Senior Unsecured PIK Notes due 2025 

The principal amount of this Global Note is ONE HUNDRED AND TWENTY SEVEN MILLION, FOUR HUNDRED AND SIXTY EIGHT THOUSAND DOLLARS
($127,468,000). 
 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 of

authorized
 signatory of

Trustee or
 Custodian

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  














 ATTACHMENT 1 

NOTICE OF CONVERSION 
  

	To:	 Wilmington Trust, National Association 



50 South Sixth Street, Suite 1290 

Minneapolis, MN 55402 
 Attention:
Pioneer Energy Services Notes Administrator 
 The undersigned registered owner of this Note hereby exercises the option to convert this
Note, or the portion hereof (that is $1.00 principal amount or an integral multiple thereof) below designated, into cash or shares of Common Stock, as applicable, in accordance with the terms of the Indenture referred to in this Note, and directs
that any cash payable and any shares of 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 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 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 Common Stock are to be issued, or 
 Notes are to be delivered,
other than 
 to and in the name of the registered holder. 

  
 1 













 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




  
 2 













 ATTACHMENT 2 

FUNDAMENTAL CHANGE REPURCHASE NOTICE 
  

	To:	 Wilmington Trust, National Association 



50 South Sixth Street, Suite 1290 

Minneapolis, MN 55402 
 Attention:
Pioneer Energy Services Notes Administrator 
 The undersigned registered owner of this Note hereby acknowledges receipt of a notice from
PIONEER ENERGY SERVICES CORP. (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 Fundamental Change Repurchase Price on the principal amount of this Note, or the portion thereof (that is $1.00 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 Regular Record Date and on or prior to the corresponding Interest Payment Date, any accrued interest that
has not been paid 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.



  
 1 













 ATTACHMENT 3 

ASSIGNMENT AND TRANSFER FORM 
 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 the Company, with full power of substitution in the premises. 
 In connection with
any transfer of the within Note occurring prior to the Restricted Notes Resale Restriction Termination Date, as defined in the Indenture governing such Note, the undersigned confirms that such Note is being transferred: 

☐ To PIONEER ENERGY SERVICES CORP. 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. 

  
 3 













 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. 
 THIS SECURITY AND THE 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 AN “ACCREDITED INVESTOR” (WITHIN THE MEANING OF RULE
501(a) UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND 

(2) AGREES FOR THE BENEFIT OF PIONEER ENERGY SERVICES CORP. (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 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 RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER 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. 












 PIONEER ENERGY SERVICES CORP. 

5.00% Convertible Senior Unsecured PIK Note due 2025 
  

			
	No. ACCD INV-1	  	Principal Amount: Initially $2,303,000
		
	CUSIP No. 723664 AE8	  	

 PIONEER ENERGY SERVICES CORP., 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., or registered
assigns, the amounts due upon conversion, repurchase or otherwise corresponding to the principal amount set forth above or such greater or lesser principal amount as set forth in the “Schedule of Exchanges of Notes” attached hereto, in
accordance with the rules and procedures of the Depositary, and interest thereon as set forth below. 
 This Note shall bear interest at the
rate of 5.00% per year from May 29, 2020, or from the most recent date to which interest had been paid or provided for to, but excluding, the next scheduled Interest Payment Date until November 15, 2025. Interest is payable semi-annually
in arrears by an increase to the Capitalized Principal Amount of the Notes pursuant to Section 2.03(d) of the Indenture on each May 15 and November 15, commencing on November 15, 2020, to Holders of record at the close of
business on the preceding May 1 and November 1 (whether or not such day is a Business Day), respectively. Notwithstanding the foregoing, in certain circumstances the Company may, at its option, in lieu of increasing the Capitalized
Principal Amount of the Notes by the Capitalization Amount for such Interest Payment Date, pay interest due and payable on the Notes by authenticating additional Notes on the relevant Interest Payment Date in an aggregate principal amount equal to
the relevant Capitalization Amount. 
 Any Defaulted Amounts shall accrue interest per annum at the rate borne by the Notes plus two
percent, subject to the enforceability thereof under applicable law, from, and including, the relevant 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 any interest due in cash 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
will designate an office or agency in the contiguous United States as a place where Notes may be presented for payment or for registration of transfer and exchange. 

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 or shares of Common Stock, as applicable, 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 (without regard to the conflicts of laws provisions thereof). 

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 or by facsimile by the Trustee or a duly authorized authenticating agent under the Indenture. 
 [Remainder of page intentionally
left blank] 












 IN WITNESS WHEREOF, the Company has caused this Note to be duly executed. 

 

			
	PIONEER ENERGY SERVICES CORP.
		
	By:	 	/s/ Lorne E. Phillips
		 	Name: Lorne E. Phillips
		 	 Title: Executive Vice President and Chief

          Financial Officer



 Dated: May 29, 2020 

TRUSTEE’S CERTIFICATE OF AUTHENTICATION 
 WILMINGTON TRUST,
NATIONAL ASSOCIATION 
 as Trustee, certifies that this is one of the Notes described 

in the within-named Indenture. 
  

			
	By:	 	/s/ Jane Schweiger
		 	Vice President













 PIONEER ENERGY SERVICES CORP. 

5.00% Convertible Senior Unsecured PIK Note due 2025 

This Note is one of a duly authorized issue of Notes of the Company, designated as its 5.00% Convertible Senior Unsecured PIK Notes due 2025
(the “Notes”), initially in an aggregate principal amount of $129,771,000 all issued or to be issued under and pursuant to an Indenture dated as of May 29, 2020 (the “Indenture”), between the Company and
Wilmington Trust, 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. 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 interest 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 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 Fundamental
Change Repurchase Price, if applicable) of, (y) any accrued interest that has not been paid, 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 Common Stock, as the case may be, herein prescribed. 












 The Notes are issuable in registered form without coupons in denominations of $1.00
principal amount and integral multiples of $1.00 in excess 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 are not subject to redemption through the operation of any sinking fund or otherwise. 

Upon the occurrence of a 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 $1.00 or integral multiples thereof) on the Fundamental Change Repurchase Date at a price equal to the Fundamental Change Repurchase Price. 

Holders shall be entitled, for so long as any Notes remain outstanding, to vote on all matters on which holders of Common Stock generally are
entitled to vote, on the basis set forth in Article 13 of the Indenture. 












 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. 












 SCHEDULE A 

SCHEDULE OF EXCHANGES OF NOTES 

PIONEER ENERGY SERVICES CORP. 

5.00% Convertible Senior Unsecured PIK Notes due 2025 

The principal amount of this Global Note is TWO MILLION, THREE HUNDRED AND THREE THOUSAND DOLLARS ($2,303,000). 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 of

authorized
 signatory of

Trustee or
 Custodian

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  














 ATTACHMENT 1 

NOTICE OF CONVERSION 
  

	To:	 Wilmington Trust, National Association 



50 South Sixth Street, Suite 1290 

Minneapolis, MN 55402 
 Attention:
Pioneer Energy Services Notes Administrator 
 The undersigned registered owner of this Note hereby exercises the option to convert this
Note, or the portion hereof (that is $1.00 principal amount or an integral multiple thereof) below designated, into cash or shares of Common Stock, as applicable, in accordance with the terms of the Indenture referred to in this Note, and directs
that any cash payable and any shares of 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 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 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 Common Stock are to be issued, or 
 Notes are to be delivered,
other than 
 to and in the name of the registered holder. 

  
 1 













 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




  
 2 













 ATTACHMENT 2 

FUNDAMENTAL CHANGE REPURCHASE NOTICE 
  

	To:	 Wilmington Trust, National Association 



50 South Sixth Street, Suite 1290 

Minneapolis, MN 55402 
 Attention:
Pioneer Energy Services Notes Administrator 
 The undersigned registered owner of this Note hereby acknowledges receipt of a notice from
PIONEER ENERGY SERVICES CORP. (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 Fundamental Change Repurchase Price on the principal amount of this Note, or the portion thereof (that is $1.00 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 Regular Record Date and on or prior to the corresponding Interest Payment Date, any accrued interest that
has not been paid 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.



  
 1 













 ATTACHMENT 3 

ASSIGNMENT AND TRANSFER FORM 
 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 the Company, with full power of substitution in the premises. 
 In connection with
any transfer of the within Note occurring prior to the Restricted Notes Resale Restriction Termination Date, as defined in the Indenture governing such Note, the undersigned confirms that such Note is being transferred: 

☐ To PIONEER ENERGY SERVICES CORP. 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. 

  
 3