Exhibit 10.4


 


Execution Version


 


	WARRANT
    AGREEMENT
	 
	between
	 
	FTS
    INTERNATIONAL, INC.
	 
	and
	 
	American Stock Transfer &
    Trust Company, LLC,
	as
    Warrant Agent
	 
	Dated
    as of November 19, 2020
	 
	Tranche
    2 Warrants to Purchase Class A Common Stock


 






     


     


    

 


TABLE
OF CONTENTS


 


Page


 


		1.	Definitions	1



 


		2.	Warrant
                                         Certificates	7






		2.1	Original
                                         Issuance of Warrants	7






		2.2	Form of
                                         Warrant Certificates	7






		2.3	Execution
                                         and Delivery of Warrant Certificates	7






		2.4	Global
                                         Warrant Certificates	8






		2.5	Withholding
                                         and Reporting Requirements	10



 


		3.	Exercise
                                         and Expiration of Warrants	11






		3.1	Right
                                         to Acquire Common Stock Upon Exercise	11






		3.2	Exercise
                                         and Expiration of Warrants	11






		3.3	Application
                                         of Funds upon Exercise of Warrants	12






		3.4	Payment
                                         of Taxes	13






		3.5	Cancellation
                                         of Warrant Certificates	13






		3.6	Shares
                                         Issuable	13






		3.7	Cashless
                                         Exercise	14






		3.8	Cost
                                         Basis Information	14



 


		4.	Dissolution,
                                         Liquidation or Winding up	14



 


		5.	Adjustments	15






		5.1	Adjustments	15






		5.2	Fractional
                                         Interest	20






		5.3	No
                                         Other Adjustments	20



 


		6.	Loss
                                         or Mutilation	21



 


		7.	Reservation
                                         and Authorization of Common Stock	22



 


		8.	Warrant
                                         Transfer Books	22



 


		9.	Warrant
                                         Holders	24






		9.1	No
                                         Voting or Dividend Rights	24






		9.2	Rights
                                         of Action	24






		9.3	Treatment
                                         of Holders of Warrant Certificates	25



 


		10.	Concerning
                                         the Warrant Agent	25






		10.1	Rights
                                         and Duties of the Warrant Agent	25






		10.2	Limitation
                                         of Liability	27






		10.3	Indemnification	28






		10.4	Right
                                         to Consult Counsel	28






		10.5	Compensation
                                         and Reimbursement	29






		10.6	Warrant
                                         Agent May Hold Company Securities	29






		10.7	Resignation
                                         and Removal; Appointment of Successor	29






		10.8	Appointment
                                         of Countersigning Agent	30



 


		11.	Notices	31



 






    i


     


    

 


		11.1	Notices
                                         Generally	31






		11.2	Required
                                         Notices to Holders	32



 


		12.	Inspection	32



 


		13.	Amendments	33



 


		14.	Waivers	34



 


		15.	Successor
                                         to Company	34



 


		16.	Headings	34



 


		17.	Counterparts	34



 


		18.	Severability	34



 


		19.	No
                                         Redemption	34



 


		20.	Persons
                                         Benefiting	35



 


		21.	Applicable
                                         Law	35



 


		22.	Entire
                                         Agreement	35



 


		23.	Force
                                         Majeure	35



 


		24.	Further
                                         Assurances	35



 


		25.	Confidentiality	35



 


	EXHIBITS	 
	 	 
	Exhibit A	Form of Tranche
    2 Warrant Certificate


 






    ii


     


    

 


WARRANT
AGREEMENT


 


This Warrant Agreement
(as may be supplemented, amended or amended and restated pursuant to the applicable provisions hereof, this “Agreement”),
dated as of November 19, 2020, between FTS International, Inc., a Delaware corporation (and any Successor Company (as
defined below) that becomes successor to the Company in accordance with Section 15) (the “Company”)
and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Warrant
Agent,” which term includes any successor thereto permitted under this Agreement). Capitalized terms that are used
in this Agreement shall have the meanings set forth in Section 1 hereof.


 


WITNESSETH
THAT:


 


WHEREAS, pursuant
to the terms and conditions of the Joint Prepacked Chapter 11 Plan of Reorganization of FTS International, Inc. and Its
Debtor Affiliates, Docket No. 16 of Case No. 20-34622 (DRJ) (the “Plan”) relating to a
reorganization under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”), the Company
proposes to issue and deliver Warrants (as defined below) to purchase up to an aggregate of 3,888,888 shares of its Common Stock
(as defined below), subject to adjustment as provided herein, and the Warrant Certificates (as defined below) evidencing such
Warrants;


 


WHEREAS, each
Warrant shall entitle the registered owner thereof to purchase one (1) share of the Common Stock, subject to adjustment as
provided herein;


 


WHEREAS, the
Warrants and the shares of Common Stock issuable upon exercise of the Warrants are being issued in an offering in reliance on
the exemption from the registration requirements of the Securities Act (as defined below) afforded by Section 1145 of the
Bankruptcy Code, and of any applicable state securities or “blue sky” laws; and


 


WHEREAS, the
Company desires that the Warrant Agent act on behalf of the Company, and the Warrant Agent is willing to so act, in connection
with the issuance, exchange, transfer, substitution and exercise of Warrants.


 


NOW THEREFORE,
in consideration of the mutual agreements herein contained, the Company and the Warrant Agent agree as follows:


 


		1.	Definitions.



 


“Action”
has the meaning set forth in Section 11.2(c).


 


“Adjustment
Events” has the meaning set forth in Section 5.1.


 


“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 Person means the power to direct the management and policies of such specified 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.


 






    


     


    

 


“Agent
Members” has the meaning set forth in Section 2.4(b).


 


“Agreement”
has the meaning set forth in the preamble hereto.


 


“Applicable
Procedures” means, with respect to any transfer or exchange of, or exercise of any Warrants evidenced by, any Global
Warrant Certificate, the rules and procedures of the Depositary that apply to such transfer, exchange or exercise.


 


“Appropriate
Officer” means (i) the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Treasurer
or Secretary or any Vice President of the Company or (ii) any other person designated as such by the Board of Directors from
time to time.


 


“Bankruptcy
Code” has the meaning set forth in the recitals hereto.


 


“Black-Scholes
Value” means, with respect to any Sale Cash Only Transaction, the value of a Warrant on the date of consummation
of such Sale Cash Only Transaction, as determined by the Company reasonably and in good faith, calculated using a Black-Scholes
option pricing model with the following inputs: (a) a risk free rate equal to the annual yield on the U.S. Treasury security
with a maturity date closest to the Scheduled Expiration Date as the yield on that security exists as of such date, (b) a
term equal to the time in years (rounded to the nearest 1/1000th of a year) from such date until the Scheduled Expiration Date,
(c) an assumed volatility of 42.5%, (d) an underlying security price for Common Stock of the value of the consideration
received in such Sale Cash Only Transaction in respect of each outstanding share of Common Stock and (e) the aggregate number
of shares of Common Stock for which such Warrant is then exercisable.


 


“Black-Scholes
Value Limit” for each Warrant means, with respect to any Sale Cash Only Transaction, the quotient obtained by dividing
(i) $17,500,000 by (ii) the aggregate number of Warrants outstanding as of the date of this Agreement.


 


“Board
of Directors” means either the board of directors of the Company or any duly authorized committee of that board.


 


“Business
Day” means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a legal holiday in the State of New
York or a day on which banking institutions and trust companies in the state in which the Corporate Agency Office is located are
authorized or obligated by law, regulation or executive order to close.


 


“Cash
Consideration” means, with respect to any Sale Cash Only Transaction or Sale Cash and Securities Transaction,
the consideration constituting cash and property other than securities.


 


“Commission”
means the Securities and Exchange Commission, or any other federal agency at the time administering the Securities Act or the
Exchange Act, whichever is the relevant statute for the particular purpose.


 


“Common
Stock” means, subject to the provisions of Section 5.1(f), the Class A Common Stock, par value
$0.01 per share, of the Company.


 


“Company”
means the company identified in the preamble hereto.


 






    2


     


    

 


“Company
Order” means a written request or order signed in the name of the Company by an Appropriate Officer and delivered
to the Warrant Agent.


 


“Constituent
Person” has the meaning set forth in the definition of “Qualifying Person.”


 


“Corporate
Agency Office” has the meaning set forth in Section 8.


 


“Countersigning
Agent” means any Person authorized by the Warrant Agent to act on behalf of the Warrant Agent to countersign Warrant
Certificates.


 


“Current
Market Price” means on any date:


 


(i)            if
the reference is to the per share price of Common Stock on any date herein specified and if on such date the Common Stock is listed
or admitted to trading on any U.S. national securities exchange or traded and quoted in the over-the-counter market in the United
States:


 


(A)            for
the purpose of any computation under this Agreement (except under Section 5.2), the average of the Quoted Prices for
the 30 consecutive Trading Days ending on such date or, if such date is not a Trading Day, on the next preceding Trading Day;
or


 


(B)            for
the purposes of any computation under Section 5.2, the Quoted Price for such date or, if such date is not a Trading
Day, for the next preceding Trading Day; or


 


(ii)           if
the reference is to the per share price of Common Stock on any date herein specified and if on such date the Common Stock is not
listed or admitted to trading on any U.S. national securities exchange or traded and quoted in the over-the-counter market in
the United States, the amount which a willing buyer would pay a willing seller in an arm’s length transaction on such date
(neither being under any compulsion to buy or sell) for one (1) share of the Common Stock as determined as of such date by
the Treasurer or Chief Financial Officer of the Company in good faith, whose determination shall be final and conclusive and evidenced
by a certificate of such officer delivered to the Warrant Agent.


 


For the avoidance of doubt, no appraisal
of any Person or third-party (other than the Treasurer or Chief Financial Officer of the Company as further described in clause (ii) above)
shall be permitted or required to determine the Current Market Price.


 


“Definitive
Warrant Certificate” means a Warrant Certificate registered in the name of the Holder thereof that does not bear
the Global Warrant Legend and that does not have a “Schedule of Decreases in Warrants” attached thereto.


 


“Depositary”
means DTC and its successors as depositary hereunder.


 


“DTC”
means The Depository Trust Company.


 






    3


     


    

 


“Exchange
Act” means the Securities Exchange Act of 1934 and any statute successor thereto, in each case, as amended from
time to time.


 


“Exercise
Date” has the meaning set forth in Section 3.2(f).


 


“Exercise
Form” has the meaning set forth in Section 3.2(c).


 


“Exercise
Period” means the period from and including the Original Issue Date to and including the Expiration Date.


 


“Exercise
Price” means the exercise price per share of Common Stock, initially set at $37.14, subject to adjustment as provided
in Section 5.1.


 


“Expiration
Date” means the earlier to occur of (x) the Scheduled Expiration Date, (y) the date of consummation of
a Sale Cash Only Transaction and (z) a Winding Up.


 


“Fair
Market Value” means on any date, as to any non-cash property that is receivable upon conversion, change
or exchange of shares of Common Stock in any Sale Transaction: the amount which a willing buyer would pay a willing seller in
an arm’s length transaction on such date (neither being under any compulsion to buy or sell) for such security or other non-cash property,
as determined as of such date by the Board of Directors in good faith, whose determination shall be evidenced by a resolution
of the Board of Directors filed with the Warrant Agent with written notice of such determination given by the Company to the Holders
in accordance with Section 11.2.


 


“Funds”
has the meaning set forth in Section 3.3.


 


“Global
Warrant Certificate” means a Warrant Certificate deposited with or on behalf of and registered in the name of the
Depositary or its nominee, that bears the Global Warrant Legend and that has the “Schedule of Decreases in Warrants”
attached thereto.


 


“Global
Warrant Legend” means the legend set forth in Section 2.4(a).


 


“Holder”
means any Person in whose name at the time any Warrant Certificate is registered upon the Warrant Register and, when used with
respect to any Warrant Certificate, the Person in whose name such Warrant Certificate is registered in the Warrant Register.


 


“Non-Surviving
Transaction” has the meaning set forth in Section 5.1(f).


 


“Original
Issue Date” means November 19, 2020, the date on which Warrants are originally issued under this Agreement.


 


“outstanding”
when used with respect to any Warrants, means, as of the time of determination, all Warrants theretofore originally issued under
this Agreement, as adjusted pursuant to Section 5.1, except (i) Warrants that have been exercised pursuant to
Section 3.2(a), (ii) Warrants that have expired, terminated or become void pursuant to Section 3.2(b) or
Section 4 and (iii) Warrants that have otherwise been acquired by the Company; provided, however,
that in determining whether the Holders of the requisite amount of the outstanding Warrants have given any request, demand, authorization,
direction, notice, consent or waiver under the provisions of this Agreement, Warrants held directly or beneficially by the Company
or any Subsidiary of the Company or any of their respective employees shall be disregarded and deemed not to be outstanding.


 






    4


     


    

 


“Person”
means any individual, corporation, limited liability company, partnership, joint venture, trust, association, joint-stock company,
business trust or any other entity, unincorporated organization or government or any agency or political subdivision thereof.


 


“Plan”
has the meaning set forth in the recitals hereto.


 


“Qualifying
Person” means, with respect to any Transaction, a holder of Common Stock that is not (i) an employee of the
Company or of any Subsidiary thereof, (ii) a Person with which the Company has consolidated or into which the Company has
merged or which has merged into the Company or to which a sale or transfer of all or substantially all of the assets of the Company
and its Subsidiaries (taken as a whole) was made, as the case may be (any Person described in this clause (ii), a “Constituent
Person”) or (iii) an Affiliate of a Constituent Person.


 


“Quoted
Price” means, on any Trading Day, with respect to the Common Stock, the VWAP of the Common Stock on such Trading
Day on the principal U.S. national securities exchange on which the Common Stock is listed or admitted to trading or, if the Common
Stock is not listed or admitted to trading on any U.S. national securities exchange, the average of the closing bid and asked
prices in the over-the-counter market in the United States as furnished by any New York Stock Exchange member firm that shall
be selected from time to time by the Company for that purpose (or, if such volume-weighted average price or the average of the
closing bid and asked price is unavailable, the fair market value of one Common Share on such Trading Day reasonably determined
by the Company for such purpose).


 


“Recipient”
has the meaning set forth in Section 3.2(e).


 


“Redomestication
Transaction” means a Non-Surviving Transaction in which all of the property received upon such Non-Surviving Transaction
by each holder of shares of Common Stock consists solely of securities, cash in lieu of fractional shares and other de minimis
consideration, and the holders of the shares of Common Stock immediately prior to such Non-Surviving Transaction are
the only holders of the equity securities of the Successor Company immediately after the consummation of such Non-Surviving Transaction.


 


“Required
Warrant Holders” means Holders of Warrant Certificates evidencing a majority of the then-outstanding Warrants.


 


“Sale
Cash and Securities Transaction” means a Sale Transaction that is neither (i) a Sale Cash Only Transaction
nor (ii) a Sale Securities Only Transaction.


 


“Sale
Cash Only Transaction” means a Sale Transaction in which all of the consideration receivable upon the consummation
(which includes, for the avoidance of doubt, a dividend or distribution if such Sale Transaction consists of a sale of all or
substantially all of the assets of the Company and its Subsidiaries (taken as a whole)) of such Sale Transaction consists of cash
and/or property other than securities.


 






    5


     


    

 


“Sale Securities
Only Transaction” means a Sale Transaction in which all of the property received upon the consummation (which includes,
for the avoidance of doubt, a dividend or distribution if such Sale Transaction consists of a sale of all or substantially all
of the assets of the Company and its Subsidiaries (taken as a whole)) of such Sale Transaction consists solely of securities.


 


“Sale Transaction”
means any Transaction that does not constitute a Redomestication Transaction (i.e. either (i) a Sale Cash and Securities
Transaction, (ii) a Sale Cash Only Transaction or (iii) a Sale Securities Only Transaction).


 


“Scheduled
Expiration Date” means November 19, 2023 (the third (3rd) anniversary of the Original Issue Date)
or, if not a Business Day, then the next Business Day thereafter.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Subsidiary”
means a Person more than 50% of the outstanding voting stock of which is owned, directly or indirectly, by the Company or by one
or more other Subsidiaries, or by the Company and one or more other Subsidiaries. For purposes of this definition, “voting
stock” means stock, shares or other equity interests (including partnership interests) which ordinarily have voting power
for the election of directors, managers, general partners or trustees, whether at all times or only so long as no senior class
of stock, shares or other equity interests (including partnership interests) have such voting power by reason of any contingency.


 


“Substituted
Property” has the meaning set forth in Section 5.1(f)(y)(i)(A).


 


“Substituted
Securities” has the meaning set forth in Section 5.1(f)(y)(i)(B).


 


“Successor
Company” has the meaning set forth in Section 15.


 


“Surviving
Transaction” has the meaning set forth in Section 5.1(f).


 


“Trading
Day” means a day on which trading in the Common Stock (or other applicable security) generally occurs on the principal
exchange or market on which the Common Stock (or other applicable security) is then listed or traded; provided that if
the Common Stock (or other applicable security) is not so listed or traded, “Trading Day” means a Business Day..


 


“Transaction”
has the meaning set forth in Section 5.1(f).


 


“VWAP”
means the volume-weighted average price for trading hours of the regular trading session (including any extensions thereof), determined
without regard to pre-open or after-hours trading or any other trading outside of the trading hours of the regular trading session
(including any extensions thereof).


 


“Warrant
Agent” has the meaning set forth in the preamble hereto.


 


“Warrant
Certificates” means those certain warrant certificates evidencing the Warrants, substantially in the form set forth
in Exhibit A attached hereto, which, for the avoidance of doubt, are either Global Warrant Certificates or Definitive
Warrant Certificates.


 






    6


     


    

 


“Warrant
Register” has the meaning set forth in Section 8.


 


“Warrants”
means those certain warrants to purchase initially up to an aggregate of 3,888,888 shares of Common Stock at the Exercise Price,
subject to adjustment pursuant to Section 5, issued hereunder.


 


“Winding
Up” has the meaning set forth in Section 4.


 


		2.	Warrant
                                         Certificates.



 


2.1           Original
Issuance of Warrants.


 


(a)            On
the Original Issue Date, one or more Global Warrant Certificates evidencing the Warrants shall be executed by the Company and
delivered to the Warrant Agent for countersignature, and the Warrant Agent shall, upon receipt of a Company Order and at the direction
of the Company set forth therein, countersign (by manual or electronic signature) and deliver such Global Warrant Certificates
for original issuance to the Depositary, or its custodian, for crediting to the accounts of its participants for the benefit of
the holders of beneficial interests in the Warrants on the Original Issue Date pursuant to the Applicable Procedures of the Depositary
on the Original Issue Date.


 


(b)            Except
as set forth in Section 2.4, Section 3.2(d), Section 6 and Section 8, the Global
Warrant Certificates delivered to the Depositary (or a nominee thereof) on the Original Issue Date shall be the only Warrant Certificates
issued or outstanding under this Agreement.


 


(c)            Each
Warrant Certificate shall evidence the number of Warrants specified therein, and each Warrant evidenced thereby shall represent
the right, subject to the provisions contained herein and therein, to purchase one (1) share of Common Stock, subject to
adjustment as provided in Section 5.


 


2.2            Form of
Warrant Certificates.


 


The Warrant Certificates
evidencing the Warrants shall be in registered form only and substantially in the form set forth in Exhibit A hereto,
shall be dated the date on which countersigned by the Warrant Agent, shall have such insertions as are appropriate or required
or permitted by this Agreement and may have such letters, numbers or other marks of identification and such legends and endorsements
typed, stamped, printed, lithographed or engraved thereon (which does not impact the Warrant Agent’s rights, duties or immunities)
as the officers of the Company executing the same may approve (execution thereof to be conclusive evidence of such approval) and
as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or
regulation pursuant thereto or with any rule or regulation of any securities exchange on which the Warrants may be listed,
or to conform to usage.


 


2.3            Execution
and Delivery of Warrant Certificates.


 


(a)            Warrant
Certificates evidencing the Warrants which may be countersigned and delivered under this Agreement are limited to Warrant Certificates
evidencing 3,888,888 Warrants except for Warrant Certificates countersigned and delivered upon registration of transfer of, or
in exchange for, or in lieu of, one or more previously countersigned Warrant Certificates pursuant to Section 2.4,
Section 3.2(d), Section 6 and Section 8.


 






    7


     


    

 


(b)            The
Warrant Agent is hereby authorized to countersign (by manual or electronic signature) and deliver Warrant Certificates as required
by Section 2.1 or by Section 2.4, Section 3.2(d), Section 6 or Section 8.


 


(c)            The
Warrant Certificates shall be executed in the corporate name and on behalf of the Company by the Chairman of the Board of Directors,
the Chief Executive Officer or any one of the Vice Presidents of the Company under corporate seal reproduced thereon (if the Company
has a corporate seal) and attested to by the Secretary or one of the Assistant Secretaries of the Company, either manually or
by electronic signature printed thereon. The Warrant Certificates shall be countersigned, either by manual or electronic signature,
by the Warrant Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company whose
signature shall have been placed upon any of the Warrant Certificates shall cease to be such officer of the Company before countersignature
by the Warrant Agent and issue and delivery thereof, such Warrant Certificates may, nevertheless, be countersigned by the Warrant
Agent and issued and delivered with the same force and effect as though such person had not ceased to be such officer of the Company,
and any Warrant Certificate may be signed on behalf of the Company by such person as, at the actual date of the execution of such
Warrant Certificate, shall be a proper officer of the Company, although at the date of the execution of this Agreement any such
person was not such officer.


 


2.4           Global
Warrant Certificates.


 


(a)            Any
Global Warrant Certificate shall bear the legend substantially in the form set forth in Exhibit A hereto (the “Global
Warrant Legend”).


 


(b)            So
long as a Global Warrant Certificate is registered in the name of the Depositary or its nominee, members of, or participants in,
the Depositary (“Agent Members”) shall have no rights under this Agreement with respect to the Warrants
evidenced by such Global Warrant Certificate held on their behalf by the Depositary or its custodian, and the Depositary may be
treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as the absolute owner of such Warrants,
and as the sole Holder of such Warrant Certificate, for all purposes. Accordingly, any such Agent Member’s beneficial interest
in such Warrants will be shown only on, and the transfer of such interest shall be effected only through, records maintained by
the Depositary or its nominee or its Agent Members, and neither the Company nor the Warrant Agent shall have any responsibility
or liability with respect to such records maintained by the Depositary or its nominee or its Agent Members. Notwithstanding the
foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving
effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary
and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any security.


 


(c)            Any
holder of a beneficial interest in Warrants evidenced by a Global Warrant Certificate registered in the name of the Depositary
or its nominee shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in the Warrants
evidenced by such Global Warrant Certificate may be effected only through a book-entry system maintained by the Depositary as
the Holder of such Global Warrant Certificate (or its agent), and that ownership of a beneficial interest in Warrants evidenced
thereby shall be reflected solely in such book-entry form.


 






    8


     


    

 


(d)            Transfers
of a Global Warrant Certificate registered in the name of the Depositary or its nominee shall be limited to transfers in whole,
and not in part, to the Depositary, its successors, and their respective nominees except as set forth in Section 2.4(e).
Interests of beneficial owners in a Global Warrant Certificate registered in the name of the Depositary or its nominee shall be
transferred in accordance with the Applicable Procedures of the Depositary.


 


(e)            A
Global Warrant Certificate registered in the name of the Depositary or its nominee shall be exchanged for Definitive Warrant Certificates
only if the Depositary (i) has notified the Company that it is unwilling or unable to continue as or ceases to be a clearing
agency registered under Section 17A of the Exchange Act and (ii) a successor to the Depositary registered as a clearing
agency under Section 17A of the Exchange Act is not able to be appointed by the Company within 90 days or the Depositary
is at any time unwilling or unable to continue as Depositary and a successor to the Depositary is not able to be appointed by
the Company within 90 days. In any such event, each Global Warrant Certificate registered in the name of the Depositary or its
nominee shall be surrendered to the Warrant Agent for cancellation in accordance with Section 3.5, and the Company
shall execute, and the Warrant Agent shall countersign and deliver, upon the Company’s instruction, to each beneficial owner
identified by the Depositary, in exchange for such beneficial owner’s beneficial interest in such Global Warrant Certificate,
Definitive Warrant Certificates evidencing, in the aggregate, the number of Warrants theretofore represented by such Global Warrant
Certificate with respect to such beneficial owner’s respective beneficial interest. Any Definitive Warrant Certificate delivered
in exchange for an interest in a Global Warrant Certificate pursuant to this Section 2.4(e) shall not bear the
Global Warrant Legend. Interests in any Global Warrant Certificate may not be exchanged for Definitive Warrant Certificates other
than as provided in this Section 2.4(e).


 


(f)            The
holder of a Global Warrant Certificate registered in the name of the Depositary or its nominee may grant proxies and otherwise
authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which
a Holder of a Warrant Certificate is entitled to take under this Agreement or such Global Warrant Certificate.


 


(g)            Each
Global Warrant Certificate will evidence such of the outstanding Warrants as will be specified therein and each shall provide
that it evidences the aggregate number of outstanding Warrants from time to time endorsed thereon and that the aggregate number
of outstanding Warrants evidenced thereby may from time to time be reduced, to reflect exercises or expirations. Any endorsement
of a Global Warrant Certificate to reflect the amount of any decrease in the aggregate number of outstanding Warrants evidenced
thereby will be made by the Warrant Agent (i) in the case of an exercise, in accordance with the Applicable Procedures as
required by Section 3.2(c) or (ii) in the case of an expiration, in accordance with Section 3.2(b).


 


(h)            The
Company initially appoints DTC to act as Depositary with respect to the Global Warrant Certificates.


 






    9


     


    

 


(i)            Every
Warrant Certificate authenticated and delivered in exchange for, or in lieu of, a Global Warrant Certificate or any portion thereof,
pursuant to this Section 2.4 or Section 8 or Section 10, shall be authenticated and delivered
in the form of, and shall be, a Global Warrant Certificate, and a Global Warrant Certificate may not be exchanged for a Definitive
Warrant Certificate, in each case, other than as provided in Section 2.4(e). Whenever any provision herein refers
to issuance by the Company and countersignature and delivery by the Warrant Agent of a new Warrant Certificate in exchange for
the portion of a surrendered Warrant Certificate that has not been exercised, in lieu of the surrender of any Global Warrant Certificate
and the issuance, countersignature and delivery of a new Global Warrant Certificate in exchange therefor, the Warrant Agent, on
the Company’s instruction, may endorse such Global Warrant Certificate to reflect a reduction in the number of Warrants
evidenced thereby in the amount of Warrants so evidenced that have been so exercised.


 


(j)            Beneficial
interests in any Global Warrant Certificate may be transferred to Persons who take delivery thereof in the form of a beneficial
interest in the same Global Warrant Certificate in accordance with the Applicable Procedures.


 


(k)            At
such time as all Warrants evidenced by a particular Global Warrant Certificate have been exercised or expired, terminated or become
void in whole and not in part, such Global Warrant Certificate shall, if not in custody of the Warrant Agent, be surrendered to
or retained by the Warrant Agent for cancellation in accordance with Section 3.5.


 


2.5            Withholding
and Reporting Requirements. The Company shall comply with all applicable tax withholding and reporting requirements imposed
by any governmental unit, and all distributions or other situations requiring withholding under applicable law, including deemed
distributions, pursuant to the Warrants will be subject to applicable withholding and reporting requirements. Notwithstanding
any provision to the contrary, the Company will be authorized to (a) take any actions that may be necessary or appropriate
to comply with such withholding and reporting requirements, (b) apply a portion of any cash distribution to be made under
the Warrants to pay applicable withholding taxes, (c) liquidate a portion of any non-cash distribution to be made under the
Warrants to generate sufficient funds to pay applicable withholding taxes, (d) require reimbursement from any Holder to the
extent any withholding is required in the absence of any distribution or (e) establish any other mechanisms the Company believes
are reasonable and appropriate, including requiring Holders to submit appropriate tax and withholding certifications (such as
IRS Forms W-9 and the appropriate IRS Forms W-8, as applicable) that are necessary to comply with this Section 2.5.


 






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		3.	Exercise
                                         and Expiration of Warrants.



 


3.1            Right
to Acquire Common Stock Upon Exercise. Each Warrant Certificate duly issued by the Company shall, when countersigned
by the Warrant Agent, entitle the Holder thereof, subject to the provisions thereof and of this Agreement, to acquire from the
Company, for each Warrant evidenced thereby, one (1) share of Common Stock at the Exercise Price, subject to adjustment as
provided in this Agreement. The Exercise Price, and the number of shares of Common Stock obtainable upon exercise of each Warrant,
shall be adjusted from time to time as required by Section 5.1.


 


3.2            Exercise
and Expiration of Warrants.


 


(a)            Exercise
of Warrants. Subject to and upon compliance with the terms and conditions set forth herein, a Holder of a Warrant Certificate
may exercise all or any whole number of the Warrants evidenced thereby, on any Business Day from and after the Original Issue
Date until 5:00 p.m., New York time, on the Expiration Date, for the shares of Common Stock obtainable thereunder.


 


(b)            Expiration
of Warrants. The Warrants, to the extent not exercised prior thereto, shall automatically expire, terminate and become void
as of 5:00 p.m., New York time, on the Expiration Date. No further action of any Person (including by, or on behalf of, any Holder,
the Company, or the Warrant Agent) shall be required to effectuate the expiration of Warrants pursuant to this Section 3.2(b).


 


(c)            Method
of Exercise. In order for a Holder to exercise all or any of the Warrants represented by a Warrant Certificate, the Holder
thereof must (i) (x) in the case of a Global Warrant Certificate, deliver to the Warrant Agent an exercise form for
the election to exercise such Warrants substantially in the form set forth in Exhibit A hereto (an “Exercise
Form”), setting forth the number of Warrants being exercised and otherwise properly completed and duly executed
by the Holder thereof and deliver such Warrants by book-entry transfer through the facilities of the Depositary to the Warrant
Agent in accordance with the Applicable Procedures and otherwise comply with the Applicable Procedures in respect of the exercise
of such Warrants or (y) in the case of a Definitive Warrant Certificate, at the Corporate Agency Office, (I) deliver
to the Warrant Agent an Exercise Form, setting forth the number of Warrants being exercised and otherwise properly completed and
duly executed by the Holder thereof as well as any such other information the Warrant Agent may reasonably require, and (II) surrender
to the Warrant Agent the Definitive Warrant Certificate evidencing such Warrants; and (ii) pay to the Warrant Agent an amount
equal to all taxes required to be paid by the Holder, if any, pursuant to Section 3.4 prior to, or concurrently with,
exercise of such Warrants by wire transfer in immediately available funds, to the account (No. 4142393172; ABA No. 121000248;
Reference: FTS International, Inc.; Attention: Tri Le, Director of Finance and Treasury) of the Company at the Warrant Agent
or such other account as the Warrant Agent shall have given notice to the Company and such Holder in accordance with Section 11.1(b).
For the avoidance of doubt, any exercise of any Warrant shall be “net share settled” pursuant to a cashless exercise
as described in Section 3.7.


 


(d)            Partial
Exercise. If fewer than all the Warrants represented by a Warrant Certificate are exercised, (i) in the case of exercise
of Warrants evidenced by a Global Warrant Certificate, the Warrant Agent shall cause the custodian of the Depositary to endorse
the “Schedule of Decreases in Warrants” attached to such Global Warrant Certificate to reflect the Warrants being
exercised and (ii) in the case of exercise of Warrants evidenced by a Definitive Warrant Certificate, such Definitive Warrant
Certificate shall be surrendered and a new Definitive Warrant Certificate of the same tenor and for the number of Warrants which
were not exercised shall be executed by the Company. The Warrant Agent shall countersign the new Definitive Warrant Certificate,
registered in such name or names, subject to the provisions of Section 8 regarding registration of transfer and payment
of governmental charges in respect thereof, as may be directed in writing by the Holder, and shall deliver the new Definitive
Warrant Certificate to the Person or Persons in whose name such new Definitive Warrant Certificate is so registered. The Company,
whenever required by the Warrant Agent, will supply the Warrant Agent with Definitive Warrant Certificates duly executed on behalf
of the Company for such purpose.


 






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(e)            Issuance
of Common Stock. Upon due exercise of Warrants evidenced by any Warrant Certificate in conformity with the foregoing provisions
of Section 3.2(c), the Warrant Agent shall, when actions specified in Section 3.2(c)(i) have been
effected and any payment specified in Section 3.2(c)(ii) is received, deliver to the Company the Exercise Form received
pursuant to Section 3.2(c)(i), deliver or deposit any funds, in accordance with Section 3.3, received
as instructed in writing by the Company and advise the Company by telephone at the end of such day of the amount of funds so deposited
to its account. The Company shall thereupon, as promptly as practicable, and in any event within two (2) Business Days after
the Exercise Date referred to below, (i) determine the number of shares of Common Stock issuable pursuant to exercise of
such Warrants pursuant to Section 3.7 and (ii) (x) in the case of exercise of Warrants evidenced by a Global
Warrant Certificate, deliver or cause to be delivered to the Recipient (as defined below) in accordance with the Applicable Procedures
shares of Common Stock in book-entry form to be so held through the facilities of DTC in an amount equal to, or, if the Common
Stock may not then be held in book-entry form through the facilities of DTC, duly executed certificates representing, or (y) in
the case of exercise of Warrants evidenced by Definitive Warrant Certificates, execute or cause to be executed and deliver or
cause to be delivered to the Recipient (as defined below) a certificate or certificates representing, in case of (x) and
(y), the aggregate number of shares of Common Stock issuable upon such exercise (based upon the aggregate number of Warrants so
exercised), as so determined, together with an amount in cash in lieu of any fractional share(s), if the Company so elects pursuant
to Section 5.2. The shares of Common Stock in book-entry form or certificate or certificates representing shares of
Common Stock so delivered shall be, to the extent possible, in such denomination or denominations as such Holder shall request
in the applicable Exercise Form and shall be registered or otherwise placed in the name of, and delivered to, the Holder
or, subject to Section 3.4, such other Person as shall be designated by the Holder in such Exercise Form (the
Holder or such other Person being referred to herein as the “Recipient”).


 


(f)            Time
of Exercise. Each exercise of a Warrant shall be deemed to have been effected immediately prior to the close of business on
the day on which each of the requirements for exercise of such Warrant specified in Section 3.2(c) has been duly
satisfied (the “Exercise Date”). At such time, subject to Section Error! Reference source
not found., shares of Common Stock in book-entry form or the certificates for the shares of Common Stock issuable upon
such exercise as provided in Section 3.2(e) shall be deemed to have been issued and, for all purposes of this
Agreement, the Recipient shall, as between such Person and the Company, be deemed to be and entitled to all rights of the holder
of record of such Common Stock.


 


3.3            Application
of Funds upon Exercise of Warrants. All funds received by the Warrant Agent under this Agreement that are to be distributed
or applied by the Warrant Agent in the performance of services (the “Funds”) shall be held by the Warrant
Agent in its name as agent for the Company. Until paid pursuant to the terms of this Agreement, the Warrant Agent will hold the
Funds through such accounts in: deposit accounts of commercial banks with Tier 1 capital exceeding $1 billion or with an average
rating above investment grade by S&P (LT Local Issuer Credit Rating), Moody’s (Long Term Rating) and Fitch Ratings, Inc.
(LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). The Warrant Agent shall have no responsibility or liability
for any diminution of the Funds that may result from any deposit made by the Warrant Agent in accordance with this paragraph,
including any losses resulting from a default by any bank, financial institution or other third party. The Warrant Agent may from
time to time receive interest, dividends or other earnings in connection with such deposits. The Warrant Agent shall not be obligated
to pay such interest, dividends or earnings to the Company, any holder or any other party. The Warrant Agent shall forward funds
received for Warrant exercises in a given month by the fifth (5th) Business Day of the following month by wire transfer
to an account designated by the Company or as the Warrant Agent otherwise may be directed in writing by the Company.


 






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3.4          Payment
of Taxes. The Company shall pay any and all taxes (other than income taxes) that may be payable in respect of the issue
or delivery of shares of Common Stock on exercise of Warrants pursuant hereto. The Company or the Warrant Agent shall not be required,
however, to pay any tax or other charge imposed in respect of any transfer involved in the issue and delivery of shares of Common
Stock in book-entry form or any certificates for shares of Common Stock or payment of cash or other property to any Recipient
other than, in the case of the Company, the Holder of the Warrant Certificate evidencing the exercised Warrant, and in case of
such transfer or payment, the Warrant Agent and the Company shall not be required to issue or deliver any shares of Common Stock
in book-entry form or any certificate or pay any cash until (a) such tax or charge has been paid or an amount sufficient
for the payment thereof has been delivered to the Warrant Agent or the Company or (b) it has been established to the Company’s
or Warrant Agent’s satisfaction that any such tax or other charge that is or may become due has been paid.


 


3.5          Cancellation
of Warrant Certificates. Any Definitive Warrant Certificate surrendered for exercise shall, if surrendered to the Company,
be delivered to the Warrant Agent. All Warrant Certificates surrendered or delivered to or received by the Warrant Agent for cancellation
pursuant to this Section 3.5 or Section 2.4(e) or Section 2.4(j) shall be promptly
cancelled by the Warrant Agent and shall not be reissued by the Company. The Warrant Agent shall destroy any such cancelled Warrant
Certificates and deliver its certificate of destruction to the Company, unless the Company shall otherwise direct in writing.


 


3.6          Shares
Issuable. The number of shares of Common Stock “obtainable upon exercise” of Warrants at any time shall
be the number of shares of Common Stock into which such Warrants are then exercisable. The Company will confirm the number of
shares obtainable upon exercise if so requested by the Warrant Agent. The number of shares of Common Stock “into which each
Warrant is exercisable” shall be one (1) share, subject to adjustment as provided in Section 5.1.


 






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3.7          Cashless
Exercise. Notwithstanding any provisions herein to the contrary, upon exercise of any Warrants the Company shall issue
to the Holder a number of shares of Common Stock with respect to the Warrants being exercised computed using the following formula:


 


	 	X = (Y (A-B)) ÷ A
	 	 
	Where X =	the number of shares of Common Stock to be issued to the Holder in respect of the Warrants being exercised;
	 	 
	Y =	the number of shares of Common Stock into which the Warrants being exercised by the Holder are exercisable (on the Exercise Date);
	 	 
	A =	the Current Market Price of one (1) share of Common Stock (on the Exercise Date); and
	 	 
	B =	the applicable Exercise Price (as adjusted through and including the Exercise Date).


 


If the foregoing calculation results in
a negative number, then no Common Stock shall be issued upon exercise pursuant to this Section 3.


 


The Company shall calculate and transmit
to the Warrant Agent the number of shares of Common Stock to be issued on such exercise, and the Warrant Agent shall have no obligation
under this Agreement to calculate, confirm or verify such amount.


 


3.8          Cost
Basis Information. The Company hereby instructs the Warrant Agent to record cost basis for newly issued shares at the time
of exercise in accordance with instructions by the Company. If the Company does not provide such cost basis information to the
Warrant Agent, as outlined above, then the Warrant Agent will treat those shares issued hereunder as uncovered securities or the
equivalent, and each holder of such shares will need to obtain such cost basis information from the Company.


 


	4.	Dissolution, Liquidation or Winding up.



 


Unless Section 5.1(f) applies,
if, on or prior to the Expiration Date, the Company (or any other Person controlling the Company) shall propose a voluntary or
involuntary dissolution, liquidation or winding up (a “Winding Up”) of the affairs of the Company, the
Company shall give written notice thereof to the Warrant Agent and all Holders in the manner provided in Section 11.1(b) 
at least ten (10) business days prior to the date on which such Winding Up is expected to become effective or, if earlier,
the record date for such Winding Up. Such notice shall also specify the date as of which the holders of record of the shares of
Common Stock shall be entitled to exchange their shares for securities, money or other property deliverable upon such Winding Up,
on which date (i) each Holder of Warrant Certificates shall receive the securities, money or other property which such Holder
would have been entitled to receive had such Holder been the holder of record of the shares of Common Stock into which the Warrants
were exercisable immediately prior to such Winding Up (net of the then applicable Exercise Price) and (ii) the rights to exercise
the Warrants shall terminate.


 






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Unless Section 5.1(f) applies,
in case of any such Winding Up of the Company, the Company shall deposit with the Warrant Agent any funds or other property which
the Holders are entitled to receive pursuant to the above paragraph, together with a Company Order as to the distribution thereof.
After receipt of such deposit from the Company and after receipt of surrendered Warrant Certificates evidencing Warrants, and any
such other necessary information as the Warrant Agent may reasonably require, the Warrant Agent shall make payment in the appropriate
amount to such Person or Persons as it may be directed in writing by the Holder surrendering such Warrant Certificate. The Warrant
Agent shall not be required to pay interest on any money deposited pursuant to the provisions of this Section 4 except
such as it shall agree with the Company to pay thereon. Any moneys, securities or other property which at any time shall be deposited
by the Company or on its behalf with the Warrant Agent pursuant to this Section 4 shall be, and are hereby, assigned,
transferred and set over to the Warrant Agent in accordance with Section 3.3 hereof; provided, that,
moneys, securities or other property need not be segregated from other funds, securities or other property held by the Warrant
Agent except to the extent required by law.


 


	5.	Adjustments.



 


5.1          Adjustments.
In order to prevent dilution of the rights granted under the Warrants and to grant the Holders certain additional rights, the
Exercise Price shall be subject to adjustment from time to time only as specifically provided in this Section 5.1
(the “Adjustment Events”) and the number of shares of Common Stock obtainable upon exercise of Warrants
shall be subject to adjustment from time to time only as specifically provided in this Section 5.1.


 


(a)           Subdivisions
and Combinations. In the event the Company shall, at any time or from time to time after the Original Issue Date while any
Warrants remain outstanding and unexpired in whole or in part, effect a subdivision (by any stock split or otherwise) of the outstanding
shares of Common Stock into a greater number of shares of Common Stock (other than (x) a subdivision upon a Transaction to
which Section 5.1(f) applies or (y) a stock split effected by means of a stock dividend or distribution to
which Section 5.1(b) applies), then and in each such event the Exercise Price in effect at the opening of business
on the day after the date upon which such subdivision becomes effective shall be proportionately decreased. Conversely, if the
Company shall, at any time or from time to time after the Original Issue Date while any Warrants remain outstanding and unexpired
in whole or in part, effect a combination (by any reverse stock split, combination, subdivision or otherwise) of the outstanding
shares of Common Stock into a smaller number of shares of Common Stock (other than a combination upon a Transaction to which Section 5.1(f) applies),
then and in each such event the Exercise Price in effect at the opening of business on the day after the date upon which such combination
becomes effective shall be proportionately increased. Any adjustment under this Section 5.1(a) shall become effective
immediately after the opening of business on the day after the date upon which the subdivision or combination becomes effective.


 


(b)           Common
Stock Dividends. In the event the Company shall, at any time or from time to time after the Original Issue Date while any Warrants
remain outstanding and unexpired in whole or in part, make or issue to the holders of its Common Stock a dividend or distribution
payable in shares of Common Stock (other than a dividend or distribution upon a Transaction to which Section 5.1(f) applies),
then and in each such event the Exercise Price in effect at the opening of business on the day after the date for the determination
of the holders of shares of Common Stock entitled to receive such dividend or distribution shall be decreased by multiplying such
Exercise Price by a fraction (not to be greater than 1):


 






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(i)            the
numerator of which shall be the total number of shares of Common Stock issued and outstanding at the close of business on such
date for determination; and


 


(ii)           the
denominator of which shall be the total number of shares of Common Stock issued and outstanding at the close of business on such
date for determination plus the number of shares of Common Stock issuable in payment of such dividend or distribution.


 


Any adjustment under
this Section 5.1(b) shall become effective immediately after the opening of business on the day after the date
the holders of shares of Common Stock receive such dividend or distribution.


 


(c)           Reclassifications.
A reclassification of the Common Stock (other than any such reclassification in connection with a Transaction to which Section 5.1(f) applies)
into shares of Common Stock and shares of any other class of stock shall be deemed, if the outstanding shares of Common Stock shall
be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, a subdivision or combination,
as the case may be, of the outstanding shares of Common Stock for the purposes and within the meaning of Section 5.1(a) (and
the effective date of such reclassification shall be deemed to be “the date upon which such subdivision becomes effective”
or “the date upon which such combination becomes effective,” as applicable, for the purposes and within the meaning
of Section 5.1(a)).


 


(d)           Other
Provisions Applicable to Adjustments. The following provisions shall be applicable to the making of adjustments to the Exercise
Price and the number of shares of Common Stock into which each Warrant is exercisable under this Section 5.1:


 


(i)            Treasury
Stock. The dividend or distribution of any issued shares of Common Stock owned or held by or for the account of the Company
shall be deemed a dividend or distribution of shares of Common Stock for purposes of Section 5.1(b). The Company shall
not make or issue any dividend or distribution on shares of Common Stock held in the treasury of the Company. For the purposes
of Section 5.1(b), the number of shares of Common Stock at any time outstanding shall not include shares held in the
treasury of the Company.


 


(ii)           When
Adjustments Are to be Made. The adjustments required by Section 5.1(a), Section 5.1(b) and Section 5.1(c) shall
be made whenever and as often as any specified event requiring an adjustment shall occur, except that no adjustment of the Exercise
Price that would otherwise be required shall be made unless and until such adjustment either by itself or with other adjustments
not previously made increases or decreases the Exercise Price immediately prior to the making of such adjustment by at least 1%.
Any adjustment representing a change of less than such minimum amount (except as aforesaid) shall be carried forward and made as
soon as such adjustment, together with other adjustments required by Section 5.1(a), Section 5.1(b) and
Section 5.1(c) and not previously made, would result in such minimum adjustment.


 






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(iii)          Fractional
Interests. In computing adjustments under Section 5.1, fractional interests in Common Stock shall be taken into
account to the nearest one-thousandth (1/1000) of a share.


 


(e)           Adjustment
to Shares Obtainable Upon Exercise. Whenever the Exercise Price is adjusted as provided in this Section 5.1, the
number of shares of Common Stock into which a Warrant is exercisable shall simultaneously be adjusted by multiplying such number
of shares of Common Stock into which a Warrant is exercisable immediately prior to such adjustment by a fraction, the numerator
of which shall be the Exercise Price immediately prior to such adjustment, and the denominator of which shall be the Exercise Price
immediately thereafter.


 


(f)            Changes
in Common Stock. In case at any time or from time to time after the Original Issue Date while any Warrants remain outstanding
and unexpired in whole or in part, the Company shall be a party to or shall otherwise engage in any transaction or series of related
transactions constituting: (1) a merger of the Company into, a direct or indirect sale of all of the Company’s equity
to, or a consolidation of the Company with, any other Person in which the previously outstanding shares of Common Stock shall be
(either directly or upon subsequent liquidation) cancelled, reclassified or converted or changed into or exchanged for securities
or other property (including cash) or any combination of the foregoing, or a sale or transfer of all or substantially all of the
assets of the Company and its Subsidiaries (taken as a whole) (a “Non-Surviving Transaction”), or (2) any
merger of another Person into the Company in which the previously outstanding shares of Common Stock shall be cancelled, reclassified
or converted or changed into or exchanged for securities of the Company or other property (including cash) or any combination of
the foregoing (a “Surviving Transaction”; any Non-Surviving Transaction or Surviving Transaction being
herein called a “Transaction”) then:


 


(x)                   if
such Transaction constitutes a Sale Cash Only Transaction, then, at the effective time of the consummation of such Sale Cash Only
Transaction, any Warrants not exercised prior to the closing of such Sale Cash Only Transaction shall automatically expire, terminate
and become void and the Company shall deliver or cause to be delivered to the Holder of each Warrant Certificate evidencing any
unexercised Warrants, cash in an amount, for each Warrant so evidenced, equal to the greater of (1) the product of (I) the
number of shares of Common Stock into which such Warrant was exercisable immediately prior to such closing and (II) the positive
difference, if any, of the Fair Market Value of the Cash Consideration per share of Common Stock in the Transaction and the Exercise
Price per share of Common Stock immediately prior to such closing and (2) the lesser of (I) the Black-Scholes Value
Limit for each such Warrant and (II) the Black-Scholes Value of each such Warrant as of the date of the consummation of the
Sale Cash Only Transaction; or


 


(y)                  if
such Transaction is a Redomestication Transaction, a Sale Cash and Securities Transaction or a Sale Securities Only Transaction:


 


(i)            as
a condition to the consummation of such Transaction, the Company shall (or, in the case of any Non-Surviving Transaction, the Company
shall cause such other Person to) execute and deliver to the Warrant Agent a written instrument providing that:


 






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(A)            if
such Transaction constitutes a Redomestication Transaction, any Warrant that remains outstanding in whole or in part, upon the
exercise thereof at any time on or after the consummation of such Transaction, shall be exercisable (on such terms and subject
to such conditions as shall be as nearly equivalent as may be practicable to the provisions set forth in this Agreement) into,
in lieu of the Common Stock issuable upon such exercise prior to such consummation, only the securities or other property (“Substituted
Property”) that would have been receivable upon such Transaction by a Qualifying Person holding the number of shares
of Common Stock into which such Warrant was exercisable immediately prior to such Transaction and for an aggregate Exercise Price
for such Warrant equal to the product of (I) the number of shares of Common Stock into which such Warrant was exercisable
immediately prior to such Transaction and (II) the Exercise Price per share of Common Stock immediately prior to such Transaction;


 


(B)            if
such Transaction constitutes a Sale Securities Only Transaction, any Warrant that remains outstanding in whole or in part, upon
the exercise thereof at any time on or after the consummation of such Transaction, shall be exercisable (on such terms and subject
to such conditions as shall be as nearly equivalent as may be practicable to the provisions set forth in this Agreement) into,
in lieu of the Common Stock issuable upon such exercise prior to such consummation, only the securities (“Substituted
Securities”) that would have been receivable upon the consummation of such Transaction by Qualifying Person holding
the number of shares of Common Stock into which such Warrant was exercisable immediately prior to such Transaction and for an aggregate
Exercise Price for such Warrant equal to the product of (I) the number of shares of Common Stock into which such Warrant was
exercisable immediately prior to such Transaction and (II) the Exercise Price per share of Common Stock immediately prior
to such Transaction; or


 


(C)            if
such Transaction constitutes a Sale Cash and Securities Transaction, any Warrant that remains outstanding in whole or in part,
upon the exercise thereof at any time on or after the consummation of such Transaction, shall be exercisable (on such terms and
subject to such conditions as shall be as nearly equivalent as may be practicable to the provisions set forth in this Agreement)
into, in lieu of the Common Stock issuable upon such exercise prior to such consummation, only the Substituted Securities that
would have been receivable upon such Transaction by a Qualifying Person holding the number of shares of Common Stock into which
such Warrant was exercisable immediately prior to such Transaction and for an aggregate Exercise Price for such Warrant equal to
the product of (I) the number of shares of Common Stock into which such Warrant was exercisable immediately prior to such
Transaction and (II) the Exercise Price per share of Common Stock immediately prior to such time as decreased (to an amount
not less than the lesser of the par value of the Common Stock as of the date hereof and such par value as of such date of determination)
by an amount equal to the Fair Market Value of the Cash Consideration per share of Common Stock receivable in such Sale Cash and
Securities Transaction by a Qualifying Person; provided further, however, that if, as the result of rights of election, the kind
or amount of securities, cash and other property receivable upon such Sale Cash and Securities Transaction is not the same for
each share of Common Stock held by a Qualifying Person, then, for the purposes of this Section 5.1(f)(y)(i)(C), the kind and
amount of securities, cash and other property receivable upon such Sale Cash and Securities Transaction for each share of Common
Stock held by a Qualifying Person shall be deemed to be the pro rata kind and amount per share of Common Stock (determined on the
basis of all outstanding shares of Common Stock held by Qualifying Persons) actually received by all Qualifying Persons.


 






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(ii)           except
as otherwise specified in Section 5.1(f)(y)(i), the rights and obligations of the Company (or, in the event of a Non-Surviving
Transaction such other Person) and the Holders in respect of Substituted Property or Substituted Securities shall be substantially
unchanged to be as nearly equivalent as may be practicable to the rights and obligations of the Company and Holders in respect
of Common Stock hereunder as set forth in Section 3.1 hereof;


 


(iii)          with
respect to any Transaction, such written instrument under clause (i) above shall provide for adjustments which, for events
subsequent to the effective date of such written instrument shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Section 5. The above provisions of this Section 5.1(f) shall similarly apply
to successive Transactions.


 


(g)           Compliance
with Governmental Requirements. Before taking any action that would cause an adjustment reducing the Exercise Price below the
then par value of any of the shares of Common Stock into which the Warrants are exercisable, the Company will take any corporate
action that may be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of such
Common Stock at such adjusted Exercise Price.


 


(h)           Optional
Tax Adjustment. The Company may at its option, at any time during the term of the Warrants, increase the number of shares of
Common Stock into which each Warrant is exercisable, or decrease the Exercise Price, in addition to those changes required by Section 5.1(a),
Section 5.1(b) and Section 5.1(c) as deemed advisable by the Board of Directors of the Company,
in order that any event treated for federal income tax purposes as a dividend of stock or stock rights shall not be taxable to
the recipients.


 


(i)            Warrants
Deemed Exercisable. For purposes solely of this Section 5, the number of shares of Common Stock which the holder
of any Warrant would have been entitled to receive had such Warrant been exercised in full at any time or into which any Warrant
was exercisable at any time.


 


(j)            Notice
of Adjustment. Upon the occurrence of each adjustment of the Exercise Price or the number of shares of Common Stock into which
a Warrant is exercisable pursuant to this Section 5.1, the Company at its expense shall promptly:


 


(i)            compute
such adjustment in accordance with the terms hereof;


 






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(ii)           after
such adjustment becomes effective, deliver to all Holders, in accordance with Section 11.1(b) and Section 11.2,
a notice setting forth such adjustment and showing in detail the facts upon which such adjustment is based; and


 


(iii)          deliver
to the Warrant Agent a certificate of the Treasurer or Chief Financial Officer of the Company setting forth the Exercise Price
and the number of shares of Common Stock into which each Warrant is exercisable after such adjustment and setting forth a brief
statement of the facts requiring such adjustment and the computation by which such adjustment was made (including a description
of the basis on which the Current Market Price of the Common Stock was determined). As provided in Section 10, the
Warrant Agent shall be entitled to rely on such certificate and shall be under no duty or responsibility with respect to any such
certificate, except to exhibit the same from time to time at the Corporate Agency Office (as defined below) to any Holder desiring
an inspection thereof during reasonable business hours. The Company hereby agrees that it will provide the Holders and the Warrant
Agent with reasonable notice of any Adjustment Event set forth in this Section 5.1. The Company further agrees that
it will provide to the Holders and Warrant Agent with any new or amended exercise terms. The Warrant Agent shall have no obligation
under any Section of this Agreement to determine whether an Adjustment Event has occurred or to calculate any of the adjustments
set forth herein.


 


(k)           Statement
on Warrant Certificates. Irrespective of any adjustment in the Exercise Price or amount or kind of shares into which the Warrants
are exercisable, Warrant Certificates theretofore or thereafter issued may continue to express the same Exercise Price initially
applicable or amount or kind of shares initially issuable upon exercise of the Warrants evidenced thereby pursuant to this Agreement.


 


5.2          Fractional
Interest. The Company shall not be required upon the exercise of any Warrant to issue any fractional shares of Common
Stock, but may, in lieu of issuing any fractional shares of Common Stock make an adjustment therefore in cash on the basis of
the Current Market Price per share of Common Stock on the date of such exercise. If Warrant Certificates evidencing more than
one Warrant shall be presented for exercise at the same time by the same Holder, the number of full shares of Common Stock which
shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of Warrants so to be exercised.
The Holders, by their acceptance of the Warrant Certificates, expressly waive their right to receive any fraction of a share of
Common Stock or a stock certificate representing a fraction of a share of Common Stock if such amount of cash is paid in lieu
thereof. The Company shall provide an initial funding of one thousand dollars ($1,000) for the purpose of issuing cash in lieu
of fractional shares. From time to time thereafter, Warrant Agent may request additional funding to cover fractional payments.
The Warrant Agent shall have no obligation to make fractional payments unless the Company shall have provided the necessary funds
to pay in full all amounts due and payable with respect thereto.


 


5.3          No
Other Adjustments. Except in accordance with Section 5.1, the applicable Exercise Price and the number
of shares of Common Stock obtainable upon exercise of any Warrant will not be adjusted for the issuance of Common Stock or any
securities convertible into or exchangeable for Common Stock or carrying the right to purchase any of the foregoing, including,
without limitation:


 






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(i)            upon
the issuance of any other securities by the Company on or after the Original Issue Date, whether or not contemplated by the Plan,
or upon the issuance of shares of Common Stock upon the exercise of any such securities;


 


(ii)           upon
the issuance of any shares of Common Stock or other securities or any payments pursuant to any management or other equity incentive
plan of the Company;


 


(iii)          upon
the issuance of any shares of Common Stock pursuant to the exercise of the Warrants; or


 


(iv)          upon
the issuance of any shares of Common Stock or other securities of the Company in connection with a business acquisition transaction.


 


	6.	Loss or Mutilation.



 


If (a) any mutilated
Warrant Certificate is surrendered to the Warrant Agent or (b) both (i) there shall be delivered to the Company and the
Warrant Agent (A) a claim by a Holder as to the destruction, loss or wrongful taking of any Warrant Certificate of such Holder
and a request thereby for a new replacement Warrant Certificate, and (B) such open penalty surety bond and/or indemnity bond
as may be required by them to save each of them and any agent of either of them harmless and (ii) such other reasonable requirements
as may be imposed by the Company or Warrant Agent as permitted by Section 8-405 of the Uniform Commercial Code have been satisfied,
then, in the absence of notice to the Company or the Warrant Agent that such Warrant Certificate has been acquired by a “protected
purchaser” within the meaning of Section 8-405 of the Uniform Commercial Code or bona fide purchaser, the Company shall
execute and upon its written request the Warrant Agent shall countersign and deliver to the registered Holder of the lost, wrongfully
taken, destroyed or mutilated Warrant Certificate, in exchange therefore or in lieu thereof, a new Warrant Certificate of the same
tenor and for a like aggregate number of Warrants. At the written request of such registered Holder, the new Warrant Certificate
so issued shall be retained by the Warrant Agent as having been surrendered for exercise, in lieu of delivery thereof to such Holder,
and shall be deemed for purposes of Section 3.2(c)(y)(II) to have been surrendered for exercise on the date the
conditions specified in clauses (A) or (B) of the preceding sentence were first satisfied. The Warrant Agent may, at
its option, issue replacement Warrants for mutilated certificates upon presentation thereof without such indemnity.


 


Upon the issuance of
any new Warrant Certificate under this Section 6, the Company may require the payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto and other expenses (including the fees and expenses
of the Warrant Agent and of counsel to the Company) in connection therewith.


 


Every new Warrant Certificate
executed and delivered pursuant to this Section 6 in lieu of any lost, wrongfully taken or destroyed Warrant Certificate
shall constitute an additional contractual obligation of the Company, whether or not the allegedly lost, wrongfully taken or destroyed
Warrant Certificate shall be at any time enforceable by anyone, and shall be entitled to the benefits of this Agreement equally
and proportionately with any and all other Warrant Certificates duly executed and delivered hereunder.


 






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The provisions of this
Section 6 are exclusive and shall preclude (to the extent lawful) all other rights or remedies with respect to the
replacement of mutilated, lost, wrongfully taken, or destroyed Warrant Certificates.


 


	7.	Reservation and Authorization of Common Stock.



 


The Company covenants
that, for the duration of the Exercise Period, the Company will at all times reserve and keep available, from its authorized and
unissued shares of Common Stock solely for issuance and delivery upon the exercise of the Warrants and free of preemptive rights,
such number of shares of Common Stock and other securities, cash or property as from time to time shall be issuable upon the exercise
in full of all outstanding Warrants for cash. The Company further covenants that it shall, from time to time, take all steps necessary
to increase the authorized number of shares of its Common Stock to such number of shares as shall be sufficient to deliver all
shares of Common Stock deliverable upon exercise in full of all outstanding Warrants, if at any time the authorized number of shares
of Common Stock remaining unissued would otherwise be insufficient to allow delivery of all the shares of Common Stock then deliverable
upon the exercise in full of all outstanding Warrants. The Company covenants that all shares of Common Stock issuable upon exercise
of the Warrants will, upon issuance, be duly and validly issued, fully paid and nonassessable and will be free of restrictions
on transfer and will be free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of
any transfer occurring contemporaneously or as otherwise specified herein). The Company shall take all such actions as may be necessary
to ensure that all such shares of Common Stock may be so issued without violation of any applicable law or governmental regulation
or any requirements of any U.S. national securities exchange upon which shares of Common Stock may be listed (except for official
notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company covenants that all
shares of Common Stock will, at all times that Warrants are exercisable, be duly approved for listing subject to official notice
of issuance on each securities exchange, if any, on which the Common Stock is then listed. The Company covenants that the stock
certificates, if any, issued to evidence any shares of Common Stock issued upon exercise of Warrants will comply with the Delaware
General Corporation Law and any other applicable law.


 


The Company hereby
authorizes and directs its current and future transfer agents for the Common Stock at all times to reserve stock certificates for
such number of authorized shares, to the extent as, and if, required. The Company will supply such transfer agents with duly executed
stock certificates for such purposes, to the extent as, and if, required.


 


The Company hereby
represents and warrants to the Holders that the issuance of the Warrants and the issuance of shares of Common Stock upon exercise
thereof in accordance with the terms hereof will not constitute a breach of, or a default under, any other material agreements
to which the Company is a party on the date hereof.


 


	8.	Warrant Transfer Books.



 


The Warrant Agent will
maintain an office or offices (the “Corporate Agency Office”) in the United States of America, where
Warrant Certificates may be surrendered for registration of transfer or exchange and where Warrant Certificates may be surrendered
for exercise of Warrants evidenced thereby, which office is 150 Royall Street, Canton, MA 02021, Attn: Corporate Actions on the
Original Issue Date. The Warrant Agent will give prompt written notice to all Holders of Warrant Certificates of any change in
the location of such office.


 






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The Warrants shall
be issued in registered form only. The Company shall cause to be kept at the Corporate Agency Office a warrant register (the “Warrant
Register”) in which, subject to such reasonable regulations as the Warrant Agent may prescribe and such regulations
as may be prescribed by law, the Company shall provide for the registration of Warrants and of transfers or exchanges of Warrants
as herein provided.


 


Upon surrender for
registration of transfer of any Warrant Certificate at the Corporate Agency Office, the Company shall execute, and the Warrant
Agent shall countersign and deliver, in the name of the designated transferee or transferees, one or more new Warrant Certificates
evidencing a like aggregate number of Warrants.


 


At the option of the
Holder, Warrant Certificates may be exchanged at the Corporate Agency Office upon payment of the charges hereinafter provided for
other Warrant Certificates evidencing a like aggregate number of Warrants. Whenever any Warrant Certificates are so surrendered
for exchange, the Company shall execute, and the Warrant Agent shall countersign and deliver, the Warrant Certificates of the same
tenor and evidencing the same number of Warrants as evidenced by the Warrant Certificates surrendered by the Holder making the
exchange.


 


All Warrant Certificates
issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing
the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such
registration of transfer or exchange.


 


Every Warrant Certificate
surrendered for registration of transfer or exchange shall (if so required by the Company or the Warrant Agent) be: (i) duly
endorsed and containing a signature guarantee from an eligible guarantor institution participating in a signature guarantee program
approved by the Securities Transfer Association, or (ii) be accompanied by a written instrument of transfer in form satisfactory
to the Company and the Warrant Agent, duly executed by the Holder thereof or his attorney duly authorized in writing, also containing
a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities
Transfer Association. In addition, in connection with any transfer, the Warrant Agent or the Company may request a written opinion
of counsel reasonably acceptable to the Company or the Warrant Agent, as applicable, that such transfer is in compliance with the
Securities Act and application state securities or “blue sky” laws. Further, to effect such transfer or exchange, all
other necessary information or documentation shall be provided as the Warrant Agent may reasonably request.


 


No service charge shall
be made for any registration of transfer or exchange of Warrants; provided, however, the Company may require payment
of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer
or exchange of Warrant Certificates. The Warrant Agent shall not have any duty or obligation to take any action under any section
of this Agreement that requires the payment of taxes and/or charges unless and until it is satisfied that all such payments have
been made.


 






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The Warrant Agent shall,
upon request and at the expense of the Company from time to time, deliver to the Company such reports of registered ownership of
the Warrants and such records of transactions with respect to the Warrants and the shares of Common Stock as the Company may request.
The Warrant Agent shall, upon reasonable advance notice, also make available to the Company for inspection by the Company’s
agents or employees, from time to time as the Company may request, such books of accounts and records maintained by the Warrant
Agent in connection with the issuance and exercise of Warrants hereunder, such inspections to occur at the Corporate Agency Office
during normal business hours.


 


The Warrant Agent shall
keep copies of this Agreement and any notices given to Holders hereunder available for inspection, upon reasonable advance notice,
by the Holders during normal business hours at the Corporate Agency Office. The Company shall supply the Warrant Agent from time
to time with such numbers of copies of this Agreement as the Warrant Agent may request.


 


	9.	Warrant Holders.



 


9.1          No
Voting or Dividend Rights.


 


(a)           No
Holder of a Warrant Certificate evidencing any Warrant shall have or exercise any rights by virtue hereof as a holder of Common
Stock of the Company, including, without limitation, the right to vote, to receive dividends and other distributions as a holder
of Common Stock or to receive notice of, or attend, meetings or any other proceedings of the holders of Common Stock.


 


(b)           The
consent of any Holder of a Warrant Certificate shall not be required with respect to any action or proceeding of the Company.


 


(c)           Except
as provided in Section 4, no Holder of a Warrant Certificate, by reason of the ownership or possession of a Warrant
or the Warrant Certificate representing the same, shall have any right to receive any cash dividends, stock dividends, allotments
or rights or other distributions paid, allotted or distributed or distributable to the holders of Common Stock prior to, or for
which the relevant record date preceded, the date of the exercise of such Warrant.


 


(d)           No
Holder of a Warrant Certificate shall have any right not expressly conferred hereunder or under, or by applicable law with respect
to, the Warrant Certificate held by such Holder.


 


9.2          Rights
of Action. All rights of action against the Company in respect of this Agreement, except rights of action vested in
the Warrant Agent, are vested in the Holders of the Warrant Certificates, and any Holder of any Warrant Certificate, without the
consent of the Warrant Agent or the Holder of any other Warrant Certificate, may, in such Holder’s own behalf and for such
Holder’s own benefit, enforce and may institute and maintain any suit, action or proceeding against the Company suitable
to enforce, or otherwise in respect of, such Holder’s right to exercise such Holder’s Warrants in the manner provided
in this Agreement.


 






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9.3          Treatment
of Holders of Warrant Certificates. Every Holder, by virtue of accepting a Warrant Certificate, consents and agrees
with the Company, with the Warrant Agent and with every subsequent holder of such Warrant Certificate that, prior to due presentment
of such Warrant Certificate for registration of transfer, the Company and the Warrant Agent may treat the Person in whose name
the Warrant Certificate is registered as the owner thereof for all purposes and as the Person entitled to exercise the rights
granted under the Warrants, and neither the Company, the Warrant Agent nor any agent thereof shall be affected by any notice to
the contrary.


 


	10.	Concerning the
                                         Warrant Agent. Sections 10.1, 10.2, 10.3, 10.4, 10.5,
                                         10.6 and 10.8 shall survive the expiration of the Warrants and the termination
                                         of this Agreement and the resignation, replacement or removal of the Warrant Agent.



 


10.1        Rights
and Duties of the Warrant Agent.


 


(a)           The
Company hereby appoints the Warrant Agent to act as agent of the Company as set forth in this Agreement. The Warrant Agent hereby
accepts the appointment as agent of the Company and agrees to perform that agency upon the express terms and conditions set forth
in this Agreement and in the Warrant Certificates or as the Company and the Warrant Agent may hereafter agree in writing, by all
of which the Company and the Holders of Warrant Certificates, by their acceptance thereof, shall be bound; provided, however,
that the terms and conditions contained in the Warrant Certificates are subject to and governed by this Agreement or any other
terms and conditions hereafter agreed to by the Company and the Warrant Agent in writing.


 


(b)           The
Warrant Agent shall not, by countersigning Warrant Certificates or by any other act hereunder, be deemed to make any representations
as to validity or authorization of (i) the Warrants or the Warrant Certificates (except as to its countersignature thereon),
(ii) any securities or other property delivered upon exercise of any Warrant, (iii) the accuracy of the computation of
the number or kind or amount of stock or other securities or other property deliverable upon exercise of any Warrant, (iv) the
correctness of any of the representations of the Company made in such certificates that the Warrant Agent receives; or (v) any
of the statements of act or recitals contained in this Agreement. The Warrant Agent shall not at any time have any duty to calculate
or determine whether any facts exist that may require any adjustments pursuant to Section 5 hereof with respect to
the kind and amount of shares or other securities or any property issuable to Holders upon the exercise of Warrants required from
time to time. The Warrant Agent shall have no duty or responsibility to determine the accuracy or correctness of such calculation
or with respect to the methods employed in making the same. The Warrant Agent shall not be accountable with respect to the validity
or value (or the kind or amount) of any shares of Common Stock or of any securities or property which may at any time be issued
or delivered upon the exercise of any Warrant or upon any adjustment pursuant to Section 5 hereof, and it makes no
representation with respect thereto. The Warrant Agent shall not be responsible for any failure of the Company to make any cash
payment or to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property upon
the surrender of any Warrant Certificate for the purpose of exercise or upon any adjustment pursuant to Section 5 hereof
or to comply with any of the covenants of the Company contained in Section 5 hereof.


 






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(c)           The
Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or
in the Warrant Certificates (except its countersignature thereof) or be required to verify the same, and all such statements and
recitals are and shall be deemed to have been made by the Company only.


 


(d)           The
Warrant Agent shall not have any duty or responsibility in the case of the receipt of any written demand from any holder of Warrants
with respect to any action or default by the Company, including, without limiting the generality of the foregoing, any duty or
responsibility to initiate or attempt to initiate any proceedings at law or otherwise or to make any demand upon the Company.


 


(e)           The
Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself
or by or through its attorney or agents, and the Warrant Agent shall not be answerable or accountable for any act, default, neglect
or misconduct of any such attorney or agents or for any loss to the Company resulting from any such act, default, neglect or misconduct,
absent gross negligence, willful misconduct, fraud or bad faith (each as determined by a final judgment of a court of competent
jurisdiction) in the selection and continued employment thereof.


 


(f)           The
Warrant Agent may rely on and shall be held harmless and protected and shall incur no liability for or in respect of any action
taken, suffered or omitted to be taken by it absent gross negligence, willful misconduct, fraud or bad faith (each as determined
by a final judgment of a court of competent jurisdiction) in reliance upon any certificate, statement, instrument, opinion, notice,
letter, facsimile transmission, telegram or other document, or any security delivered to it, and believed by it to be genuine and
to have been made or signed by the proper party or parties, or upon any written or oral instructions or statements from the Company
with respect to any matter relating to its acting as Warrant Agent hereunder.


 


(g)           The
Warrant Agent shall not be obligated to expend or risk its own funds or to take any action that it believes would expose or subject
it to expense or liability or to a risk of incurring expense or liability, unless it has been furnished with assurances of repayment
or indemnity satisfactory to it.


 


(h)           The
Warrant Agent shall not be liable or responsible for any failure of the Company to comply with any of its obligations relating
to any registration statement filed with the Commission or this Agreement, including without limitation obligations under applicable
regulation or law.


 


(i)           The
Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Company of any Warrants authenticated
by the Warrant Agent and delivered by it to the Company pursuant to this Agreement or for the application by the Company of the
proceeds of the issue and sale, or exercise, of the Warrants.


 


(j)           The
Warrant Agent shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the express provisions
hereof (and no duties or obligations shall be inferred or implied). The Warrant Agent shall not assume any obligations or relationship
of agency or trust with any of the owners or holders of the Warrants.


 






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(k)           The
Warrant Agent may rely on and be fully authorized and protected in acting or failing to act upon any guaranty of signature by an
 “eligible guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion Program
or other comparable “signature guarantee program” or insurance program in addition to, or in substitution for, the
foregoing.


 


(l)            In
the event the Warrant Agent believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request
or other communication, paper or document received by the Warrant Agent hereunder, the Warrant Agent, may, in its sole discretion,
refrain from taking any action, and shall be fully protected and shall not be liable in any way to the Company, the holder of any
Warrant Certificate or any other person or entity for refraining from taking such action, unless the Warrant Agent receives written
instructions signed by the Company which eliminates such ambiguity or uncertainty to the satisfaction of Warrant Agent.


 


(m)          Reliance
on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary
or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder,
such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively
proved and established by a statement signed by an Appropriate Officer and delivered to the Warrant Agent. The Warrant Agent may
rely upon such statement, and will be indemnified and held harmless for such reliance, and shall not be held liable in connection
with any delay in receiving such statement.


 


(n)           The
Warrant Agent shall have no responsibility to the Company, any Holders of Warrants or any holders of shares of Common Stock for
interest or earnings on any moneys held by the Warrant Agent pursuant to this Agreement.


 


(o)           The
Warrant Agent shall not be required to take notice or be deemed to have notice of any event or condition hereunder, including any
event or condition that may require action by the Warrant Agent, unless the Warrant Agent shall be specifically notified in writing
of such event or condition by the Company, and all notices or other instruments required by this Agreement to be delivered to the
Warrant Agent must, in order to be effective, be received by the Warrant Agent as specified in Section 11.1 hereof,
and in the absence of such notice so delivered, the Warrant Agent may conclusively assume no such event or condition exists.


 


10.2        Limitation
of Liability.


 


(a)           The
Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct, fraud or bad faith (each as determined
by a final judgment of a court of competent jurisdiction). Notwithstanding anything contained herein to the contrary, the Warrant
Agent’s aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with
this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort,
or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Company to Warrant Agent as fees and charges,
but not including reimbursable expenses, during the twelve (12) months immediately preceding the event for which recovery from
Warrant Agent is being sought. Neither party to this Agreement shall be liable to the other party for any consequential, indirect,
special or incidental damages under any provisions of this Agreement or for any consequential, indirect, punitive, special or incidental
damages arising out of any act or failure to act hereunder even if that party has been advised of or has foreseen the possibility
of such damages.


 






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(b)            Exclusions.
The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or
execution of any Warrant. The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition
contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under
the provisions of Section 5 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining
of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation
or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any
Warrant or as to whether any shares of Common Stock shall, when issued, be valid and fully paid and non-assessable.


 


10.3       Indemnification.


 


(a)            The
Company covenants and agrees to indemnify and to hold the Warrant Agent harmless against any costs, expenses (including reasonable
and documented fees of its legal counsel), losses or damages, which may be paid, incurred or suffered by or to which it may become
subject, arising from or out of, directly or indirectly, any claims or liability resulting from its actions as Warrant Agent pursuant
hereto; provided, however, that such covenant and agreement does not extend to, and the Warrant Agent shall not be
indemnified with respect to, such costs, expenses, losses and damages incurred or suffered by the Warrant Agent as a result of,
or arising out of, its gross negligence, bad faith, or willful misconduct (each as determined by a final judgment of a court of
competent jurisdiction). The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company.


 


(b)            Instructions.
From time to time, the Company may provide the Warrant Agent with instructions, by Company Order or otherwise, concerning the services
performed by the Warrant Agent hereunder. In addition, at any time the Warrant Agent may apply to any officer of the Company for
instruction, and may consult with legal counsel for the Warrant Agent or the Company with respect to any matter arising in connection
with the services to be performed by the Warrant Agent under this Agreement. Warrant Agent and its agents and subcontractors shall
not be liable and shall be indemnified by the Company for any action taken, suffered or omitted to be taken by Warrant Agent in
reliance upon any Company instructions or upon the advice or opinion of such counsel. Warrant Agent shall not be held to have notice
of any change of authority of any person, until receipt of written notice thereof from the Company.


 


10.4       Right
to Consult Counsel. The Warrant Agent may at any time consult with legal counsel satisfactory to it (who may be legal
counsel for the Company), and the Warrant Agent shall incur no liability or responsibility to the Company or to any Holder for
any action taken, suffered or omitted by it absent gross negligence, willful misconduct, fraud or bad faith (each as determined
by a final judgment of a court of competent jurisdiction) in accordance with the opinion or advice of such counsel.


 








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10.5       Compensation
and Reimbursement. The Company agrees to pay the Warrant Agent from time to time compensation for all reasonable fees
and expenses relating to its services hereunder as the Company and the Warrant Agent may agree in writing from time to time and
to reimburse the Warrant Agent for all of its reasonable expenses and disbursements, including reasonable counsel fees and other
disbursements incurred in connection with the preparation, delivery, negotiation, amendment, administration and execution of this
Agreement and the exercise and performance of its duties hereunder.


 


10.6       Warrant
Agent May Hold Company Securities. The Warrant Agent and any stockholder, director, officer or employee of the
Warrant Agent may buy, sell or deal in any of the Warrants or other securities of the Company or become pecuniarily interested
in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully
and freely as though it were not Warrant Agent under this Agreement. Nothing herein shall preclude the Warrant Agent from acting
in any other capacity for the Company or for any other legal entity. Nothing herein shall preclude the Warrant Agent or any Countersigning
Agent from acting in any other capacity for the Company or for any other legal entity.


 


10.7       Resignation
and Removal; Appointment of Successor.


 


(a)            The
Warrant Agent may resign its duties and be discharged from all further duties and liability hereunder (except liability arising
as a result of the Warrant Agent’s own gross negligence, willful misconduct, fraud or bad faith (each as determined by a
final judgment of a court of competent jurisdiction)) after giving 30 days’ prior written notice to the Company. The Company
may remove the Warrant Agent upon 30 days’ written notice, and the Warrant Agent shall thereupon in like manner be discharged
from all further duties and liabilities hereunder, except as aforesaid. The Warrant Agent shall, at the expense of the Company,
cause notice to be given in accordance with Section 11.1(b) to the Company of said notice of resignation or notice
of removal, as the case may be. Upon such resignation or removal, the Company shall appoint in writing a new Warrant Agent. If
the Company shall fail to make such appointment within a period of 30 calendar days after it has been notified in writing of such
resignation by the resigning Warrant Agent or after such removal, then the Holder of any Warrant Certificate may apply to any court
of competent jurisdiction for the appointment of a new Warrant Agent. Any new Warrant Agent, whether appointed by the Company or
by such a court, shall be a Person (other than a natural person) doing business under the laws of the United States or any state
thereof in good standing, authorized under such laws to act as Warrant Agent, and having a combined capital and surplus (together
with its Affiliates) of not less than $25,000,000. The combined capital and surplus of such new Warrant Agent shall be deemed to
be the combined capital and surplus as set forth in the most recent annual report of its condition published by such Warrant Agent
prior to its appointment; provided, however, such reports are published at least annually pursuant to law or to the
requirements of a federal or state supervising or examining authority. After acceptance in writing of such appointment by the new
Warrant Agent, it shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named
herein as the Warrant Agent, without any further assurance, conveyance, act or deed; but if for any reason it shall be reasonably
necessary or expedient to execute and deliver any further assurance, conveyance, act or deed, the same shall be done at the reasonable
expense of the Company and shall be legally and validly executed and delivered by the resigning or removed Warrant Agent. Not later
than the effective date of any such appointment, the Company shall file notice thereof with the resigning or removed Warrant Agent.
Failure to give any notice provided for in this Section 10.7(a), however, or any defect therein, shall not affect the
legality or validity of the resignation of the Warrant Agent or the appointment of a new Warrant Agent as the case may be.


 






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(b)            Any
Person into which the Warrant Agent or any new Warrant Agent may be merged, or any Person resulting from any consolidation to which
the Warrant Agent or any new Warrant Agent shall be a party, shall be a successor Warrant Agent under this Agreement without any
further act; provided, however, that such Person would be eligible for appointment as successor to the Warrant Agent
under the provisions of Section 10.7(a). Any such successor Warrant Agent shall promptly cause notice of its succession
as Warrant Agent to be given in accordance with Section 11.1(b) to each Holder of a Warrant Certificate at such
Holder’s last address as shown on the Warrant Register.


 


10.8       Appointment
of Countersigning Agent.


 


(a)            The
Warrant Agent may, but is not required to, appoint a Countersigning Agent or Agents which shall be authorized to act on behalf
of the Warrant Agent to countersign Warrant Certificates issued upon original issue and upon exchange, registration of transfer
or pursuant to Section 6, and Warrant Certificates so countersigned shall be entitled to the benefits of this Agreement
equally and proportionately with any and all other Warrant Certificates duly executed and delivered hereunder. Wherever reference
is made in this Agreement to the countersignature and delivery of Warrant Certificates by the Warrant Agent or to Warrant Certificates
countersigned by the Warrant Agent, such reference shall be deemed to include countersignature and delivery on behalf of the Warrant
Agent by a Countersigning Agent and Warrant Certificates countersigned by a Countersigning Agent. Each Countersigning Agent shall
be acceptable to the Company and shall at the time of appointment be a Person (other than a natural person) doing business under
the laws of the United States or any state thereof in good standing, authorized under such laws to act as Countersigning Agent,
and having a combined capital and surplus (together with its Affiliates) of not less than $25,000,000. The combined capital and
surplus of such new Countersigning Agent shall be deemed to be the combined capital and surplus as set forth in the most recent
annual report of its condition published by such Countersigning Agent prior to its appointment; provided, however,
such reports are published at least annually pursuant to law or to the requirements of a federal or state supervising or examining
authority.


 


(b)            Any
Person into which a Countersigning Agent may be merged or any Person resulting from any consolidation to which such Countersigning
Agent shall be a party, shall be a successor Countersigning Agent without any further act; provided, that, such Person
would be eligible for appointment as a new Countersigning Agent under the provisions of Section 10.8(a), without the
execution or filing of any paper or any further act on the part of the Warrant Agent or the Countersigning Agent. Any such successor
Countersigning Agent shall promptly cause notice of its succession as Countersigning Agent to be given in accordance with Section 11.1(b) to
each Holder of a Warrant Certificate at such Holder’s last address as shown on the Warrant Register.


 


(c)            A
Countersigning Agent may resign at any time by giving 30 days’ prior written notice thereof to the Warrant Agent and to the
Company. The Warrant Agent may at any time terminate the agency of a Countersigning Agent by giving 30 days’ prior written
notice thereof to such Countersigning Agent and to the Company.


 






    30


     


    

 


(d)            The
Warrant Agent agrees to pay to each Countersigning Agent from time to time reasonable compensation for its services under this
Section 10.8 and the Warrant Agent shall be entitled to be reimbursed for such payments, subject to the provisions
of Section 10.5.


 


(e)            Any
Countersigning Agent shall have the same rights and immunities as those of the Warrant Agent set forth in this Section 10
and in this Agreement.


 


11.         Notices.


 


11.1       Notices
Generally.


 


(a)            Any
request, notice, direction, authorization, consent, waiver, demand or other communication permitted or authorized by this Agreement
to be made upon, given or furnished to or filed with the Company or the Warrant Agent by the other party hereto or by any Holder
shall be sufficient for every purpose hereunder if in writing, sent via trackable or first-class mail or delivered by hand (including
by courier service) as follows:


 


if to the Company, to:


 


FTS International, Inc.


777 Main Street, Suite 2900


Fort Worth, Texas 76102


Attention:     Legal
Department


 


if to the Warrant Agent, to:


 


American Stock Transfer & Trust Company, LLC


6201 15th Avenue


Brooklyn, New York 11219


Attention: Corporate Actions


 


or, in either case, such other address
as shall have been set forth in a notice delivered in accordance with this Section 11.1(a).


 


All such communications
shall be effective when sent.


 


Any Person that telecopies
any communication hereunder to any Person shall, on the same date as such telecopy is transmitted, also send, by trackable or first
class mail, postage prepaid and addressed to such Person as specified above, an original copy of the communication so transmitted.


 


(b)            Except
as set forth in the last paragraph of this Section 11.1(b), where this Agreement provides for notice to Holders of any event,
such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, by trackable or
first-class mail, to each Holder affected by such event, at the address of such Holder as it appears in the Warrant Register. In
any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed,
to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Agreement provides
for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or
after the event, and such waiver shall be the equivalent of such notice.


 






    31


     


    

 


In 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 by mail, then
such notification as shall be made by a method approved by the Warrant Agent as one which would be most reliable under the circumstances
for successfully delivering the notice to the addressees shall constitute a sufficient notification for every purpose hereunder.


 


Where this Agreement
provides for notice of any event to a Holder of a Global Warrant Certificate, such notice shall be sufficiently given if given
to the Depositary (or its designee), pursuant to its Applicable Procedures, not later than the latest date (if any), and not earlier
than the earliest date (if any), prescribed for the giving of such notice.


 


11.2       Required
Notices to Holders. In the event the Company shall:


 


(a)            take
any action that would result in an adjustment to the Exercise Price and/or the number of shares of Common Stock issuable upon exercise
of a Warrant pursuant to Section 5.1;


 


(b)            consummate
any Winding Up; or


 


(c)            consummate
any Transaction (each of (a), (b) or (c), an “Action”);


 


then, in each such case, the Company shall
deliver to the Warrant Agent and, unless the Company has made a filing with the Commission, including pursuant to a Current Report
on Form 8-K, which filing discloses such Action, the Company shall deliver (or cause to be delivered ) to each Holder of a
Warrant Certificate, in accordance with Section 11.1(b) hereof, a written notice of such Action, including, in
the case of an action pursuant to Section 11.2(a), the information required under Section 5.1(j)(ii). Such
notice shall be given promptly after taking such Action.


 


If at any time the
Company shall cancel any of the Actions for which notice has been given under this Section 11.2 prior to the consummation
thereof, the Company shall give each Holder prompt notice of such cancellation in accordance with Section 11.1(b),
unless the Company has made a filing with the Commission, including pursuant to a current report on Form 8-K, which filing
discloses the cancellation of such Actions. For the avoidance of doubt, if at any time the Company shall cancel any of the Actions
for which notice has been given under this Section 11.2 prior to the consummation thereof, the Company shall give Warrant
Agent prompt notice of such cancellation in accordance with Section 11.1(b).


 


12.         Inspection.


 


The Warrant Agent shall
cause a copy of this Agreement to be available at all reasonable times at the office of the Warrant Agent for inspection by any
Holder of any Warrant Certificate. The Warrant Agent may require any such Holder to submit its Warrant Certificate for inspection
by the Warrant Agent.


 






    32


     


    

 


13.          Amendments.


 


(a)            This
Agreement may be amended by the Company and the Warrant Agent with the consent of the Required Warrant Holders.


 


(b)            Notwithstanding
the foregoing, the Company and the Warrant Agent may, without the consent or concurrence of the Holders of the Warrant Certificates,
by supplemental agreement or otherwise, amend this Agreement for the purpose of making any changes or corrections in this Agreement
that (i) are required to cure any ambiguity or to correct or supplement any defective or inconsistent provision or clerical
omission or mistake or manifest error herein contained or (ii) add to the covenants and agreements of the Company in this
Agreement further covenants and agreements of the Company thereafter to be observed, or surrender any rights or powers reserved
to or conferred upon the Company in this Agreement; provided, however, that in either case such amendment shall not
adversely affect the rights or interests of the Holders of the Warrant Certificates hereunder in any material respect.


 


(c)            The
consent of each Holder of any Warrant Certificate evidencing any warrants affected thereby shall be required for any supplement
or amendment to this Agreement or the Warrants that would: (i) increase the Exercise Price or decrease the number of shares
of Common Stock receivable upon exercise of Warrants, in each case other than as provided in Section 5.1; (ii) cause
the Expiration Date to be changed to an earlier date; or (iii) modify the provisions contained in Section 5.1
in a manner adverse to the Holders of Warrant Certificates generally with respect to their Warrants.


 


(d)            The
Warrant Agent shall join with the Company in the execution and delivery of any such amendment unless such amendment affects the
Warrant Agent’s own rights, duties or immunities hereunder, in which case the Warrant Agent may, but shall not be required
to, join in such execution and delivery; provided, that, as a condition precedent to the Warrant Agent’s execution
of any amendment to this Agreement, the Company shall deliver to the Warrant Agent a certificate from an Appropriate Officer that
states that the proposed amendment is in compliance with the terms of this Section 13. Upon execution and delivery
of any amendment pursuant to this Section 13, such amendment shall be considered a part of this Agreement for all purposes
and every Holder of a Warrant Certificate theretofore or thereafter countersigned and delivered hereunder shall be bound thereby.


 


(e)            Promptly
after the execution by the Company and the Warrant Agent of any such amendment, unless the Company has made a filing with the Commission,
including pursuant to a current report on Form 8-K, which filing discloses such adjustment, the Company shall give notice
to the Holders of Warrant Certificates, setting forth in general terms the substance of such amendment, in accordance with the
provisions of Section 11.1(b). Any failure of the Company to mail such notice or any defect therein, shall not, however,
in any way impair or affect the validity of any such amendment.


 






    33


     


    

 


14.         Waivers.


 


The Company may take
any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained
the written consent of the Required Warrant Holders, as required pursuant to Section 13.


 


15.         Successor
to Company.


 


So long as Warrants
remain outstanding, the Company will not enter into any Transaction unless the acquirer (a “Successor Company”)
shall expressly assume by a supplemental agreement, executed and delivered to the Warrant Agent, in form reasonably satisfactory
to the Warrant Agent, the due and punctual performance of every covenant of this Agreement on the part of the Company to be performed
and observed and shall have provided for exercise rights in accordance with Section 5.1(f)(i). Upon the consummation
of such Transaction, the acquirer shall succeed to, and be substituted for, and may exercise every right and power of, the Company
under this Agreement with the same effect as if such acquirer had been named as the Company herein.


 


16.         Headings.


 


The section headings
contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation of this
Agreement.


 


17.         Counterparts.


 


This Agreement may
be executed in two or more counterparts, each of which will be deemed to be an original, but all of which together constitute one
and the same instrument. A signature to this Agreement transmitted electronically shall have the same authority, effect and enforceability
as an original signature.


 


18.         Severability.


 


The provisions of this
Agreement will be deemed severable and the invalidity or unenforceability of any provision hereof will not affect the validity
or enforceability of the other provisions hereof; provided, that, if any provision of this Agreement, as applied
to any party or to any circumstance, is adjudged by a court or governmental body not to be enforceable in accordance with its terms,
the parties agree that the court or governmental body making such determination will have the power to modify the provision in
a manner consistent with its objectives such that it is enforceable, and/or to delete specific words or phrases, and in its reduced
form, such provision will then be enforceable and will be enforced; further, provided, that, if such excluded provision shall affect
the rights, immunities, liabilities, duties or obligations of the Warrant Agent, the Warrant Agent shall be entitled to resign
immediately upon written notice to the Company.


 


19.         No
Redemption.


 


The Warrants shall
not be subject to redemption by the Company or any other Person; provided, that, the Warrants may be acquired by
means other than a redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise, in accordance
with applicable securities laws, so long as such acquisition does not otherwise violate the terms of this Agreement.


 






    34


     


    

 


20.         Persons
Benefiting.


 


This Agreement shall
be binding upon and inure to the benefit of the Company, the Warrant Agent and the Holders from time to time. Nothing in this Agreement,
express or implied, is intended to confer upon any person other than the Company, the Warrant Agent and the Holders any rights
or remedies under or by reason of this Agreement or any part hereof, and all covenants, conditions, stipulations, promises and
agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and of the Holders. Each
Holder, by acceptance of a Warrant Certificate, agrees to all of the terms and provisions of this Agreement applicable thereto.


 


21.         Applicable
Law.


 


THIS AGREEMENT, EACH
WARRANT CERTIFICATE ISSUED HEREUNDER, EACH WARRANT EVIDENCED THEREBY AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO AND THERETO, INCLUDING
THE INTERPRETATION, CONSTRUCTION, VALIDITY AND ENFORCEABILITY THEREOF, SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK without reference to any rules or principles
that would require the application of the laws of any other jurisdiction.


 


22.         Entire
Agreement.


 


This Agreement sets
forth the entire agreement of the parties hereto as to the subject matter hereof and supersedes all previous agreements among all
or some of the parties hereto with respect thereto, whether written, oral or otherwise.


 


23.         Force Majeure.




 


Notwithstanding anything
to the contrary contained herein, the Warrant Agent will not be liable for any delays or failures in performance resulting from
acts beyond its reasonable control including, without limitation, acts of God, terrorist acts, shortage of supply, disruptions
in public utilities, interruptions or malfunction of computer facilities, or loss of data due to power failures or mechanical difficulties
with information storage or retrieval systems, labor difficulties, war, pandemics, epidemics or civil unrest.


 


24.         Further Assurances.




 


The Company shall perform,
acknowledge and deliver or cause to be performed, acknowledged and delivered all such further and other acts, documents, instruments
and assurances as may be reasonably required by the Warrant Agent for the carrying out or performing by the Warrant Agent of the
provisions of this Agreement.


 


25.         Confidentiality.




 


The Warrant Agent and
the Company agree that all books, records, information and data pertaining to the business of the other party, including inter
alia, personal, non-public warrant holder information, which are exchanged or received pursuant to the negotiation or the carrying
out of this Agreement including the fees for services set forth in the attached schedule shall remain confidential, and shall not
be voluntarily disclosed to any other person, except as may be required by law, including, without limitation, pursuant to subpoenas
from state or federal government authorities (e.g., in divorce and criminal actions) or to such party’s advisors (including
its attorneys). However, each party may disclose relevant aspects of the other party’s confidential information to its officers,
affiliates, agents, subcontractors and employees to the extent reasonably necessary to perform its duties and obligations under
this Agreement and such disclosure is not prohibited by applicable law.


 


[Remainder of Page Intentionally
Left Blank]





 






    35


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written.


 


	 	FTS INTERNATIONAL, INC., a Delaware corporation
	 	 
	 	 
	 	By:	/s/ Lance Turner
	 	 	Name:	Lance Turner
	 	 	Title:	Chief Financial Officer and Treasurer
	 	 	 	 
	 	 	 	 
	 	AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Warrant Agent
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Michael A. Nespoli
	 	 	Name:	Michael A. Nespoli
	 	 	Title:	Executive Director






 


[Signature Page
to Warrant Agreement]


 






    


     


    








 


EXHIBIT A


 


[Face
of TRANCHE 2 Warrant Certificate]1


 


FTS
INTERNATIONAL, INC.


 


WARRANT
CERTIFICATE


 


EVIDENCING


 


TRANCHE
2 WARRANTS TO PURCHASE CLASS A COMMON STOCK


 


[FACE]


 


	No. [___]	CUSIP No. 30283W120



 


[UNLESS THIS GLOBAL TRANCHE 2 WARRANT CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO FTS INTERNATIONAL, INC. (THE “COMPANY”), THE CUSTODIAN 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 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.


 


TRANSFER OF THIS GLOBAL TRANCHE 2 WARRANT
CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, AND NOT IN PART, TO THE COMPANY, DTC, THEIR SUCCESSORS AND THEIR RESPECTIVE
NOMINEES.]2


 





 



1 To be removed in the versions of the Definitive
Warrant Certificates printed in multiple copies for use by the Warrant Agent in preparing Definitive Warrants Certificates for
issuance and delivery from time to time to holders.


2 Include only on Global Warrant Certificate.


 






    


    


    

 


FTS
INTERNATIONAL, INC.


 


	No. [__]	[__,__,___] Warrants
	 	CUSIP No. 30283W120



 


THIS CERTIFIES THAT,
for value received, [_______________________], or registered assigns, is the registered owner of the number of Warrants to purchase
Class A Common Stock of FTS International. Inc., a Delaware corporation (the “Company”, which term
includes any successor thereto under the Warrant Agreement (as may be supplemented, amended or amended and restated pursuant to
the applicable provisions hereof, the “Warrant Agreement”), dated as of November 19, 2020, between
the Company and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the
 “Warrant Agent”, which term includes any successor thereto permitted under the Warrant Agreement)) specified
above [or such lesser number as may from time to time be endorsed on the “Schedule of Decreases in Warrants” attached
hereto]3, and is entitled, subject to and upon compliance
with the provisions hereof and of the Warrant Agreement, at such Holder’s option, at any time when the Warrants evidenced
hereby are exercisable, to purchase from the Company one (1) share of Common Stock of the Company for each Warrant evidenced
hereby, at the purchase price of $37.14 per share (as adjusted from time to time, the “Exercise Price”),
payable in full at the time of purchase, the number of shares of Common Stock into which and the Exercise Price at which each Warrant
shall be exercisable each being subject to adjustment as provided in Section 5 of the Warrant Agreement.


 


All shares of Common
Stock issuable by the Company upon the exercise of Warrants shall, upon such issuance, be duly and validly issued and fully paid
and nonassessable. The Company shall pay any and all taxes (other than income taxes) that may be payable in respect of the issue
or delivery of shares of Common Stock on exercise of Warrants. The Company or Warrant Agent shall not be required, however, to
pay any tax or other charge imposed in respect of any transfer involved in the issue and delivery of shares of Common Stock in
book-entry form or any certificates for shares of Common Stock or payment of cash or other property to any Recipient other than
the Holder of the Warrant Certificate evidencing the exercised Warrant, and in case of such transfer or payment, the Warrant Agent
and the Company shall not be required to issue or deliver any shares of Common Stock in book-entry form or any certificate or pay
any cash until (a) such tax or charge has been paid or an amount sufficient for the payment thereof has been delivered to
the Warrant Agent or to the Company, (b) it has been established to the Company’s or Warrant Agent’s satisfaction
that any such tax or other charge that is or may become due has been paid or (c) the receipt of any other such information
as set forth in the Warrant Agreement.


 


Each Warrant evidenced
hereby may be exercised by the Holder hereof at the Exercise Price then in effect on any Business Day from and after the Original
Issue Date until 5:00 p.m., New York time, on the Expiration Date in the Warrant Agreement.


 


Subject to the provisions
hereof and of the Warrant Agreement, the Holder of this Warrant Certificate may exercise all or any whole number of the Warrants
evidenced hereby by, in the case of a Global Warrant Certificate, by delivery to the Warrant Agent of the Exercise Form on
the reverse hereof, setting forth the number of Warrants being exercised and otherwise properly completed and duly executed by
the Holder thereof to the Warrant Agent, and delivering such Warrants by book-entry transfer through the facilities of the Depositary,
to the Warrant Agent in accordance with the Applicable Procedures and otherwise complying with the Applicable Procedures in respect
of the exercise of such Warrants or, in the case of a Definitive Warrant Certificate, by delivery to the Warrant Agent of the Exercise
Form on the reverse hereof, setting forth the number of Warrants being exercised and otherwise properly completed and duly
executed by the Holder thereof to the Warrant Agent, and surrendering this Warrant Certificate to the Warrant Agent at its office
maintained for such purpose (the “Corporate Agency Office”).


 





 






3
Include only on Global Warrant Certificate.


 






    A-2


    


    

 


Reference is hereby
made to the further provisions of this Warrant Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.


 


Unless this Warrant
Certificate has been countersigned by the Warrant Agent by manual or electronic signature of an authorized officer on behalf of
the Warrant Agent, this Warrant Certificate shall not be valid for any purpose and no Warrant evidenced hereby shall be exercisable.


 


IN WITNESS WHEREOF,
the Company has caused this certificate to be duly executed under its corporate seal.


 


Dated: [________ __], 20[__]


 


	 	 	FTS INTERNATIONAL, INC.
	 	 	 	 
	[SEAL]	 	By:	 
	 	 	 	[Title]
	ATTEST:	 	 	 
	 	 	 	 
	Countersigned:	 	 	 
	 	 	 	 
	American Stock Transfer & Trust Company, LLC, as Warrant Agent	 	[                         ]
	 	 	OR	 	 
	 	 	 	 	 
	By:	 	 	By:	 
	 	Authorized Agent	 	 	as Countersigning Agent
	 	 	 	 	 
	 	 	 	By:	 
	 	 	 	 	Authorized Officer


 






    A-3


    


    

 


Reverse of Tranche 2 Warrant Certificate


 


FTS
INTERNATIONAL, INC.


 


tranche
2 WARRANT CERTIFICATE


 


EVIDENCING


 


tranche
2 WARRANTS TO PURCHASE CLASS A COMMON STOCK


 


The warrants evidenced
hereby are one of a duly authorized issue of warrants of the Company designated as its Tranche 2 Warrants to Purchase Class A
Common Stock (the “Warrants”), limited in aggregate number to 3,888,888 issued under and in accordance
with the Warrant Agreement, dated as of November 19, 2020 (the “Warrant Agreement”), between the
Company and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Warrant
Agent”, which term includes any successor thereto permitted under the Warrant Agreement), to which the Warrant Agreement
and all amendments thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Warrant Agent, the Holders of Warrant Certificates and the owners of the Warrants evidenced
thereby and of the terms upon which the Warrant Certificates are, and are to be, countersigned and delivered. A copy of the Warrant
Agreement shall be available at all reasonable times at the office of the Warrant Agent for inspection by the Holder hereof.


 


The Warrant Agreement
provides that, in addition to certain adjustments to the number of shares of Common Stock into which a Warrant is exercisable and
the Exercise Price required to be made in certain circumstances, (x) in the case of any Transaction that is a Redomestication
Transaction, a Sale Cash and Securities Transaction or a Sale Securities Only Transaction, the Company shall (or, in the case of
any Non-Surviving Transaction, the Company shall cause the other Person involved in such Transaction to) execute and
deliver to the Warrant Agent a written instrument providing that (i) the Warrants evidenced hereby, if then outstanding, will
be exercisable thereafter, during the period the Warrants evidenced hereby shall be exercisable as specified herein, only into
the Substituted Securities (in the case of any Sale Securities Only Transaction or Sale Cash and Securities Transaction) or Substituted
Property (in the case of any Transaction (other than a Sale Transaction)), subject to certain limitations if the Warrants have
no value, that would have been receivable upon such Transaction by a Qualifying Person holding the number of shares of Common Stock
that would have been issued upon exercise of such Warrant if such Warrant had been exercised in full immediately prior to such
Transaction (upon certain assumptions specified in the Warrant Agreement); (ii) in the case of any Sale Cash and Securities
Transaction, the aggregate Exercise Price for any Warrant will be reduced in respect of the Fair Market Value of the Cash Consideration
receivable upon such Transaction by a Qualifying Person; and (iii) the rights and obligations of the Company (or, in the case
of any Non-Surviving Transaction, the other Person involved in such Transaction) and the holders in respect of Substituted
Securities shall be substantially unchanged to be as nearly equivalent as may be practicable to the rights and obligations of the
Company and Holders in respect of Common Stock, and (y) in the case of any Sale Cash Only Transaction, the Company shall make
certain specified payments of cash and the Warrants will expire or become immediately exercisable, in each case as more fully specified
in the Warrant Agreement.


 






    A-4


    


    

 


Except as provided
in the Warrant Agreement, all outstanding Warrants shall expire and all rights of the Holders of Warrant Certificates evidencing
such Warrants shall automatically terminate and cease to exist, as of 5:00 p.m., New York time, on the Expiration Date. The “Expiration
Date” shall mean the earlier to occur of (x) November 19, 2023 (the third (3rd) anniversary
of the Original Issue Date) or, if not a Business Day, then the next Business Day thereafter; (y) the date of consummation
of any Sale Cash Only Transaction; and (z) a Winding Up.


 


In the event of the
exercise of less than all of the Warrants evidenced hereby, a new Warrant Certificate of the same tenor and for the number of Warrants
which are not exercised shall be issued by the Company in the name or upon the written order of the Holder of this Warrant Certificate
upon the cancellation hereof.


 


The Warrant Certificates
are issuable only in registered form in denominations of whole numbers of Warrants. Upon surrender at the office of the Warrant
Agent and payment of the charges specified herein and in the Warrant Agreement, this Warrant Certificate may be exchanged for Warrant
Certificates in other authorized denominations or the transfer hereof may be registered in whole or in part in authorized denominations
to one or more designated transferees; provided, however, that such other Warrant Certificates issued upon exchange
or registration of transfer shall evidence the same aggregate number of Warrants as this Warrant Certificate. The Company shall
cause to be kept at the office or offices of the Warrant Agent the Warrant Register in which, subject to such reasonable regulations
as the Warrant Agent may prescribe and such regulations as may be prescribed by law, the Company shall provide for the registration
of Warrant Certificates and of transfers or exchanges of Warrant Certificates. No service charge shall be made for any registration
of transfer or exchange of Warrant Certificates; provided, however, the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of
Warrant Certificates.


 


Prior to due presentment
of this Warrant Certificate for registration of transfer, the Company, the Warrant Agent and any agent of the Company or the Warrant
Agent may treat the Person in whose name this Warrant Certificate is registered as the owner hereof for all purposes, and neither
the Company, the Warrant Agent nor any such agent shall be affected by notice to the contrary.


 


The Warrant Agreement
permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations
of the Company and the rights of the Holders of Warrant Certificates under the Warrant Agreement at any time by the Company and
the Warrant Agent with the consent of the Required Warrant Holders.


 


Until the exercise
of any Warrant, subject to the provisions of the Warrant Agreement and except as may be specifically provided for in the Warrant
Agreement, (i) no Holder of a Warrant Certificate evidencing any Warrant shall have or exercise any rights by virtue hereof
as a holder of Common Stock of the Company, including, without limitation, the right to vote, to receive dividends and other distributions
or to receive notice of, or attend meetings of, stockholders or any other proceedings of the Company; (ii) the consent of
any such Holder shall not be required with respect to any action or proceeding of the Company; (iii) except as provided with
respect to a Winding Up of the Company, no such Holder, by reason of the ownership or possession of a Warrant or the Warrant Certificate
representing the same, shall have any right to receive any cash dividends, stock dividends, allotments or rights or other distributions
(except as specifically provided in the Warrant Agreement), paid, allotted or distributed or distributable to the stockholders
of the Company prior to or for which the relevant record date preceded the date of the exercise of such Warrant; and (iv) no
such Holder shall have any right not expressly conferred by the Warrant or Warrant Certificate held by such Holder.


 






    A-5


    


    

 


This Warrant Certificate,
each Warrant evidenced thereby and the Warrant Agreement shall be governed by and construed in accordance with the laws of the
State of New York.


 


All terms used in this
Warrant Certificate which are defined in the Warrant Agreement shall have the meanings assigned to them in the Warrant Agreement.
In the event of any conflict between this Warrant Certificate and the Warrant Agreement, the Warrant Agreement shall control.


 






    A-6


    


    

 


Exercise Form for Tranche 2 Warrant
Certificate


 


American Stock Transfer &
Trust Company, LLC





6201 15th Avenue





Brooklyn, New York 11219





Attn: Corporate Actions


 


Re: FTS International, Inc. Warrant
Agreement, dated as of November 19, 2020


 


In accordance with
and subject to the terms and conditions hereof and of the Warrant Agreement, the undersigned registered Holder of this Warrant
Certificate hereby irrevocably elects to exercise _______________ Warrants evidenced by this Warrant Certificate.


 


The undersigned requests
that the shares of Common Stock issuable upon exercise be in fully registered form in such denominations and registered in such
names and delivered, together with any other property receivable upon exercise, in such manner as is specified in the instructions
set forth below.


 


If the number of Warrants
exercised is less than all of the Warrants evidenced hereby, (i) if this Warrant Certificate is a Global Warrant Certificate,
the Warrant Agent shall endorse the “Schedule of Decreases in Warrants” attached hereto to reflect the Warrants being
exercised or (ii) if this Warrant Certificate is a Definitive Warrant Certificate, the undersigned requests that a new Definitive
Warrant Certificate representing the remaining Warrants evidenced hereby be issued and delivered to the undersigned unless otherwise
specified in the instructions below.


 






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	Dated:	 	 	Name:	 
	 	 	(Please Print)
	(Insert Social Security or Other Identifying Number of Holder)	 	Address:	 
	 	 	 
	 	 	 
	 	 	Signature
	 	 	
        (Signature must conform in all
respects to name of Holder as specified on the face of this Warrant Certificate and must bear a signature guarantee by a bank,
trust company or member firm of a U.S. national securities exchange.) 

	 	 	 	 	 	 


 


Signature Guaranteed:


 


Instructions (i) as
to denominations and names of Common Stock issuable upon exercise and as to delivery of such securities and any other property
issuable upon exercise and (ii) if applicable, as to Definitive Warrant Certificates evidencing unexercised Warrants:


 


Assignment


 


(Form of Assignment To Be Executed
If Holder Desires To Transfer Warrant Certificate)


 


FOR VALUE RECEIVED
_______________________________ hereby sells, assigns and transfers unto


 


Please insert social security or

other identifying number


 


(Please print name and address including
zip code)


 


the Warrants represented by the within
Warrant Certificate and does hereby irrevocably constitute and appoint __________________ Attorney, to transfer said Warrant Certificate
on the books of the within-named Company with full power of substitution in the premises.


 


	Dated:	 	 	Signature	 
	 	 	 	 	 
	 	 	 	(Signature must conform in all respects to name of Holder as specified on the face of this Warrant Certificate and must bear a signature guarantee by a bank, trust company or member firm of a U.S. national securities exchange.)


 






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[SCHEDULE
A


 


SCHEDULE
OF DECREASES IN WARRANTS


 


The following decreases in the number of
Warrants evidenced by this Global Warrant Certificate have been made:


 


	Date	 	Amount of decrease in 

number of Warrants 

evidenced by this Global 

Warrant Certificate	 	Number of Warrants 

evidenced by this Global

 Warrant Certificate

 following such decrease	 	Signature of authorized 

signatory]4

	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 



 








 
















4
Include only on Global Warrant Certificate.


 






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