Exhibit 10.4


 


Execution Version







 





 


WARRANT AGREEMENT


 


dated as of December 13, 2019


 


among


 


Weatherford
International plc


 


(as
reorganized),


 


American
Stock Transfer & Trust Company, LLC,

as Warrant Agent


 






     


     


    

 


TABLE OF CONTENTS


 





 





	 	 	 	Page
	 	 	 	 
	Article 1 Definitions  	1
	 	Section 1.01	Certain Definitions	1
	 	 	 	 
	Article 2 Issuance, Execution and Transfer of Warrants 	5
	 	Section 2.01	Issuance of Warrants	5
	 	Section 2.02	Execution and Authentication of Warrants	5
	 	Section 2.03	Registration, Transfer, Exchange and Substitution	6
	 	Section 2.04	Form of Global Warrant Certificate	7
	 	Section 2.05	Cancellation of Global Warrant Certificate	7
	 	Section 2.06	Restrictions on Transfer	8
	 	 	 	 
	Article 3 Exercise and Settlement of Warrants 	8
	 	Section 3.01	Exercise of Warrants	8
	 	Section 3.02	Procedure for Exercise	8
	 	Section 3.03	Settlement of Warrants	9
	 	Section 3.04	Delivery of Ordinary Shares	10
	 	Section 3.05	No Fractional Warrants or of an Ordinary Shares to Be Issued	11
	 	Section 3.06	Obligations of the Warrant Agent	11
	 	Section 3.07	Validity of Exercise	12
	 	Section 3.08	Direction of Warrant Agent	12
	 	 	 	 
	Article 4 Adjustments 	13
	 	Section 4.01	Adjustment to Exercise Price	13
	 	Section 4.02	Adjustments to Number of Warrants	14
	 	Section 4.03	Stockholder Rights Plans	14
	 	Section 4.04	Restrictions on Adjustments	14
	 	Section 4.05	Ordinary Shares Outstanding; Shares Reserved for Issuance on Exercise	15
	 	Section 4.06	Calculations	16
	 	Section 4.07	Notice of Adjustments	16
	 	Section 4.08	Warrant Agent Not Responsible for Adjustments or Validity	17
	 	Section 4.09	Statements on Warrants	17
	 	Section 4.10	Effect of Adjustment	17
	 	 	 	 
	Article 5 Other Provisions Relating to Rights of Global Warrant Holder 	17
	 	Section 5.01	No Rights as Stockholders	17
	 	Section 5.02	Mutilated or Missing Warrant Certificates	18
	 	Section 5.03	Modification, Waiver and Meetings	18
	 	Section 5.04	Notices of Record Date, etc.	19



 






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	Article 6 Concerning the Warrant Agent and Other Matters 	20
	 	Section 6.01	Payment of Certain Taxes	20
	 	Section 6.02	Certain Tax Filings	20
	 	Section 6.03	Change of Warrant Agent	20
	 	Section 6.04	Compensation; Further Assurances	22
	 	Section 6.05	Reliance on Counsel	22
	 	Section 6.06	Proof of Actions Taken	22
	 	Section 6.07	Correctness of Statements	23
	 	Section 6.08	Validity of Agreement	23
	 	Section 6.09	Use of Agents	23
	 	Section 6.10	Liability of Warrant Agent	24
	 	Section 6.11	Legal Proceedings	24
	 	Section 6.12	Actions as Agent	24
	 	Section 6.13	Appointment and Acceptance of Agency	25
	 	Section 6.14	Successors and Assigns	25
	 	Section 6.15	Notices	25
	 	Section 6.16	Applicable Law; Jurisdiction	26
	 	Section 6.17	Waiver of Jury Trial	26
	 	Section 6.18	Benefit of this Warrant Agreement	27
	 	Section 6.19	Registered Global Warrant Holder	27
	 	Section 6.20	Headings	27
	 	Section 6.21	Counterparts	27
	 	Section 6.22	Entire Agreement	27
	 	Section 6.23	Severability	27
	 	Section 6.24	Damages	27
	 	Section 6.25	Survival	28
	 	Section 6.26	Confidential Information	28
	 	Section 6.27	Force Majeure	28







 


	SCHEDULE
    A	SCHEDULE
    OF INCREASES OR DECREASES IN WARRANTS
	 	 
	EXHIBIT A	 FORM OF GLOBAL
    WARRANT CERTIFICATE
	 	 
	EXHIBIT B	FORM OF EXERCISE NOTICE
	 	 
	EXHIBIT C	 WARRANT AGENT FEE
    SCHEDULE




 






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WARRANT AGREEMENT


 


This Warrant Agreement
(“Warrant Agreement”) dated as of December 13, 2019 is among Weatherford International plc, an Irish public
limited company (the “Company”) and American Stock Transfer & Trust Company, LLC, a New York limited
liability trust company (the “Warrant Agent”).


 


WITNESSETH THAT:


 


WHEREAS, pursuant
to the terms and conditions of the Chapter 11 Plan of Reorganization confirmed on September 11, 2019 (as the same may be
amended, modified or restated from time to time, the “Plan”) relating to the reorganization under Chapter 11
of title 11 of the United States Code (the “Bankruptcy Code”) of the Company and certain of its affiliates,
certain holders (such parties, the “Initial Warrant Holders”) are to be issued Warrants (as defined below)
exercisable until the Expiration Date (as defined below), to purchase up to an aggregate of 7,777,779 Ordinary Shares at an exercise
price of $99.96 per share, as the same may be adjusted pursuant to Article 4 hereof (the “Exercise Price”);


 


WHEREAS, the Warrants
and the underlying Ordinary Shares 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 act, in connection with the issuance,
exchange, Transfer (as defined below), substitution and exercise of Warrants.


 


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


 


Article 1


 


Definitions


 


Section 1.01           Certain
Definitions. As used in this Warrant Agreement, the following terms shall have their respective meanings set forth
below:


 


“Affiliate”
shall mean, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries,
controls, is controlled by, or is under common control with, such first specified Person.


 


“Appropriate
Officer” means the Chief Executive Officer, President, the Chief Financial Officer, any Executive Vice President, any
Senior Vice President or any Vice President, any Treasurer or Secretary of the Company.


 


“Authentication
Order” means a Company Order for authentication and delivery of Warrants.


 






    1


     


    

 


“Authorized
Share Failure” has the meaning set forth in Section 4.05(c).


 


“Bankruptcy
Code” has the meaning set forth in the Recitals.


 


“Beneficial
Owner” means any Person beneficially owning an interest in a Global Warrant, which interest is credited to the account
of a direct participant in the Depository for the benefit of such Person through the book-entry system maintained by the Depository
(or its agent). For the avoidance of doubt, a Participant may also be a Beneficial Owner.


 


“Board”
means the board of directors of the Company or any committee of such board duly authorized to exercise the power of such board
with respect to the matters provided for in this Warrant Agreement as to which the board is authorized or required to act.


 


“Business
Day” means any day other than a Saturday or Sunday or other day on which the New York Stock Exchange or banking institutions
in the state of New York are authorized or obligated by law or executive order to close.


 


“Cash”
means such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private
debts.


 


“Charter”
means the Memorandum and Articles of Association of the Company, as amended.


 


“Close of
Business” means 5:00 p.m., New York City time.


 


“Closing
Date” means the effective date of the Plan.


 


“Company”
has the meaning set forth in the preamble.


 


“Company
Order” means a written order signed in the name of the Company by any two officers, at least one of whom must be Chief
Executive Officer, Chief Financial Officer, Treasurer, Assistant Treasurer or Controller, and delivered to the Warrant Agent.


 


“Confidential
Fees” has the meaning set forth in Section 6.26.


 


“Confidential
Information” has the meaning set forth in Section 6.26.


 


“Convertible
Securities” means options, rights, warrants or other securities convertible into or exchangeable or exercisable for
Ordinary Shares.


 


“Depository”
means The Depository Trust Company, its nominees, and their respective successors.


 


“Ex-Date”
means with respect to an issuance or distribution, the first date on which the Ordinary Shares can be traded without the right
to receive an issuance or distribution.


 


“Exempt Transaction”
shall mean a merger, reorganization or consolidation that results in the voting securities of the Company outstanding immediately
prior thereto continuing to represent immediately following such merger, reorganization or consolidation (either by remaining
outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of
the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation (or the
ultimate parent company of the Company or such surviving entity).


 






    2


     


    

 


“Exercise
Date” has the meaning set forth in Section 3.02(b).


 


“Exercise
Notice” means, for any Warrant, the exercise notice set forth on the reverse of the Warrant Certificate, substantially
in the form set forth in Exhibit B hereto.


 


“Exercise
Price” has the meaning set forth in the Recitals.


 


“Expiration
Date” means, for any Warrant, the earlier of (i) December 13, 2023 and (ii) the date of consummation
of any Liquidity Event.


 


“Full Physical
Share Amount” has the meaning set forth in Section 3.03(a).


 


“Funds”
has the meaning set forth in Section 3.02(e).


 


“Funds Account”
has the meaning set forth in Section 3.02(e).


 


“Global Warrant”
means a Warrant in the form of a Global Warrant Certificate.


 


“Global Warrant
Certificate” means any certificate representing the Warrants satisfying the requirements set forth in Section 2.04.


 


“Global Warrant
Holder” means Cede & Co. or such other entity designated by the Depository.


 


“Initial
Warrant Holders” has the meaning set forth in the Recitals.


 


“Liquidity
Event” means the first to occur of: (i) any transaction or series of related transactions that results in (a) the
sale or exchange of all or substantially all of the equity interests of the Company to one or more third parties (whether by merger,
sale, recapitalization, consolidation, combination or otherwise) or (b) the sale, directly or indirectly, by the Company
of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole; or (ii) a liquidation, dissolution
or winding up of the Company; provided that, in each case, the closing or other consummation of such Liquidity Event occurs on
or prior to December 13, 2023; provided further, however that notwithstanding the foregoing, no Exempt Transaction shall
be a Liquidity Event.


 


“Management
Stock Option Plan” has the meaning set forth in the Plan.


 


“Non-Public
Information” has the meaning set forth in Section 6.26.


 


“Number of
Warrants” means the “Number of Warrants” specified on the face of the Global Warrant Certificate, subject
to adjustment pursuant to Article 4.


 






    3


     


    

 


“Officer’s
Certificate” means a certificate signed by any two officers of the Company, at least one of whom must be its Chief Executive
Officer, its Chief Financial Officer, its Treasurer, an Assistant Treasurer, or its Controller.


 


“Open of
Business” means 9:00 a.m., New York City time.


 


“Ordinary
Shares” means the ordinary shares in the share capital of the Company to be issued pursuant to the Plan and the Charter.


 


“Participant”
means any direct participant of the Depository, the account of which is credited with a beneficial interest in the Global Warrant
for the benefit of a Beneficial Owner through the book-entry system maintained by the Depository (or its agent).


 


“Person”
means an individual, partnership, firm, corporation, limited liability company, business trust, joint stock company, trust, unincorporated
association, joint venture, governmental authority or other entity of whatever nature.


 


“Plan”
has the meaning set forth in the Recitals.


 


“Record Date”
means, with respect to any dividend, distribution or other transaction or event in which the holders of Ordinary Shares have the
right to receive any dividend or distribution, the date fixed for determination of holders of Ordinary Shares entitled to receive
such dividend or distribution (whether such date is fixed by the Board or by statute, contract or otherwise).


 


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


 


“Settlement
Date” means, in respect of a Warrant that is exercised hereunder, the third Business Day immediately following the Exercise
Date for such Warrant.


 


“Subsidiary”
means, as to any Person, any corporation, partnership, limited liability company or other organization, whether incorporated or
unincorporated, of which at least a majority of the securities or other interests having by their terms voting power to elect
a majority of the Board or others performing similar functions with respect to such corporation or other organization is directly
or indirectly beneficially owned or controlled by such party or by any one or more of its subsidiaries, or by such party and one
or more of its subsidiaries.


 


“Transfer”
means, with respect to any Warrant, to directly or indirectly (whether by act, omission or operation of law), sell, exchange,
transfer, hypothecate, negotiate, gift, convey in trust, pledge, assign, encumber, or otherwise dispose of, or by adjudication
of a Person as bankrupt, by assignment for the benefit of creditors, by attachment, levy or other seizure by any creditor (whether
or not pursuant to judicial process), or by passage or distribution of Warrants under judicial order or legal process, carry out
or permit the transfer or other disposition of, all of such Warrant.


 


“Transferee”
means a Person to whom any Warrant (or interest in the Global Warrant) is Transferred.


 






    4


     


    

 


“Warrant”
means a warrant of the Company exercisable for one Ordinary Share as provided herein, and issued pursuant to this Warrant Agreement
with the terms, conditions and rights set forth in this Warrant Agreement.


 


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


 


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


 


“Warrant
Register” has the meaning set forth in Section 2.03(a).


 


Article 2


 


Issuance, Execution and Transfer
of Warrants


 


Section 2.01           Issuance
of Warrants.


 


(a)            On
the Closing Date, the Company shall initially issue and execute the Global Warrant (in accordance with Section 2.02)
evidencing an initial aggregate Number of Warrants equal to 7,777,779 (such Number of Warrants to be subject to adjustment from
time to time as described herein) in accordance with the terms of this Warrant Agreement and the Plan and deliver such Global
Warrant to the Warrant Agent, for authentication, along with a duly executed Authentication Order. The Warrant Agent shall then
Transfer such Global Warrant to the Global Warrant Holder for crediting to the accounts of the applicable Participants for the
benefit of the applicable Initial Warrant Holders pursuant to the procedures of the Depository and in accordance with the Plan
on or after the Closing Date. The Global Warrant shall evidence one or more Warrants. Each Warrant evidenced thereby shall be
exercisable upon payment of the Exercise Price for one Ordinary Share.


 


(b)            All
Warrants issued under this Warrant Agreement shall in all respects be equally and ratably entitled to the benefits hereof, without
preference, priority, or distinction on account of the actual time of the issuance and authentication or any other terms thereof.
Each Warrant shall be, and shall remain, subject to the provisions of this Warrant Agreement until such time as all of the Warrants
evidenced thereby shall have been duly exercised or shall have expired or been canceled in accordance with the terms hereof. The
Global Warrant Holder shall be bound by all of the terms and provisions of this Warrant Agreement as fully and effectively as
if the Global Warrant Holder had signed the same.


 


(c)            Any
Warrant that is forfeited by a Beneficial Owner, cancelled as a result of being unclaimed in accordance with Section E of
Article VII of the Plan, or repurchased by the Company shall be deemed to be no longer outstanding for all purposes of this
Warrant Agreement.


 


Section 2.02           Execution
and Authentication of Warrants.


 


(a)            The
Global Warrant Certificate shall be executed on behalf of the Company by the Chief Executive Officer, any Executive Vice President,
any Senior Vice President or any Vice President of the Company and attested by its Secretary or any one of its Assistant Secretaries.
The signature of any of these officers on the Global Warrant Certificate may be manual or in the form of a facsimile or other
electronically transmitted signature (including, without limitation, electronic transmission in portable document format (.pdf)).


 






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(b)            A
Global Warrant Certificate bearing the manual or facsimile signatures of individuals, each of whom was, at the time he or she
signed the Global Warrant Certificate or his or her facsimile signature was affixed to the Global Warrant Certificate, as the
case may be, a proper officer of the Company, shall bind the Company, notwithstanding that such individuals or any of them have
ceased to hold such offices prior to the authentication and delivery of such Global Warrant by the Warrant Agent or did not hold
such offices at the date of such Global Warrant.


 


(c)            The
Global Warrant shall not be entitled to any benefit under this Warrant Agreement or be valid or obligatory for any purpose unless
there appears on the Global Warrant Certificate a certificate of authentication substantially in the form provided for herein
executed by the Warrant Agent, and such signature upon the Global Warrant Certificate shall be conclusive evidence, and the only
evidence, that such Global Warrant has been duly authenticated and delivered hereunder. The Global Warrant shall not be entitled
to any benefit under this Warrant Agreement or be valid or obligatory for any purpose unless there appears on such Warrant the
countersignature of the Global Warrant Holder. The signature of the Warrant Agent on the Global Warrant Certificate may be in
the form of a facsimile or other electronically transmitted signature (including, without limitation, electronic transmission
in portable document format (.pdf)).


 


Section 2.03           Registration,
Transfer, Exchange and Substitution.


 


(a)            The
Warrant Agent shall, upon receipt of such Global Warrant and Authentication Order, authenticate the Global Warrant in accordance
with Section 2.02 and register such Global Warrant in the Warrant Register. The Global Warrant shall be dated as of
the Closing Date and, subject to the terms hereof, shall evidence the only Warrants issued or outstanding under this Warrant Agreement.
The Global Warrant shall be deposited with the Warrant Agent as custodian for the Depository. The
Company shall cause to be kept at the office of the Warrant Agent, and the Warrant Agent shall maintain, a register (the “Warrant
Register”) in which the Company shall provide for the registration of the Global Warrant and Transfers, exchanges or
substitutions of the Global Warrant as provided herein. Any Global Warrant issued upon any registration of Transfer or exchange
of or substitution for the Global Warrant shall be a valid obligation of the Company, evidencing the same obligations, and entitled
to the same benefits under this Warrant Agreement, as the Global Warrant surrendered for such registration of Transfer, exchange
or substitution.


 


(b)            Transfers
of a Global Warrant shall be limited to Transfers in whole, and not in part, to the Company, the Depository, their successors,
and their respective nominees. A Global Warrant may be Transferred to such parties upon the delivery of a written instruction
of Transfer in form reasonably satisfactory to the Warrant Agent and the Company, duly executed by the Global Warrant Holder or
by such Global Warrant Holder’s attorney, duly authorized in writing. No such Transfer shall be effected until, and the
Transferee shall succeed to the rights of the Global Warrant Holder only upon, final acceptance and registration of the Transfer
in the Warrant Register by the Warrant Agent. Prior to the registration of any Transfer of the Global Warrant by the Global Warrant
Holder as provided herein, the Company, the Warrant Agent, and any agent of the Company or the Warrant Agent may treat the Person
in whose name such Global Warrant is registered as the owner thereof for all purposes, notwithstanding any notice to the contrary.
To permit a registration of a Transfer of a Global Warrant, the Company shall execute the Global Warrant Certificate at the Warrant
Agent’s request and the Warrant Agent shall authenticate such Global Warrant Certificate. The Global Warrant Certificate
shall be deposited on or after the date hereof with the Warrant Agent. No service charge shall be made for any such registration
of Transfer. A party requesting transfer of the Global Warrant must provide any evidence of authority that may be required by
the Warrant Agent, including but not limited to, a signature guarantee from an eligible guarantor institution participating in
a signature guarantee program approved by the Securities Transfer Association, Inc.


 






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(c)            Interests
of Beneficial Owners in a Global Warrant registered in the name of the Depository or its nominee shall only be Transferred in
accordance with the procedures of the Depository, the applicable Participant and applicable Law.


 


(d)            So
long as any Global Warrant is registered in the name of the Depository or its nominee, the Beneficial Owners shall have no rights
under this Warrant Agreement with respect to such Global Warrant held on their behalf by the Depository, and the Depository 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 Global
Warrant for all purposes. Accordingly, any such Beneficial Owner’s interest in such Global Warrant will be shown only on,
and the Transfer of such interest shall be effected only through, records maintained by the Depository or its nominee or the applicable
Participant, and neither the Company nor the Warrant Agent shall have any responsibility or liability with respect to such records
maintained by the Depository or its nominee or the applicable Participant. 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 Depository or impair the operation of customary practices of the Depository or Participants
governing the exercise of the rights of a Beneficial Owner.


 


Section 2.04           Form of
Global Warrant Certificate. The Global Warrant Certificate shall be in substantially the form set forth in Exhibit A hereto
and shall have such insertions as are appropriate or required by this Warrant Agreement and may have such letters, numbers or
other marks of identification and such legends and endorsements, stamped, printed, lithographed or engraved thereon, as the
Company may deem appropriate and as are not inconsistent with the provisions of this Warrant Agreement, such as may
be required to comply with this Warrant Agreement, any law or any rule of any securities exchange on which Warrants may
be listed, and such as may be necessary to conform to customary usage.


 


Section 2.05           Cancellation
of Global Warrant Certificate. The Global Warrant Certificate shall be promptly cancelled by the Warrant Agent
upon the earlier of (i) the Expiration Date, (ii) the replacement of the Global Warrant Certificate as described in Section 5.02,
or (iii) registration of Transfer or exercise of all Warrants represented thereby and, except as provided in this Article 2 in
case of a Transfer or Section 5.02 in case the Global Warrant Certificate is mutilated, defaced, lost,
destroyed or stolen, no Global Warrant Certificate shall be issued hereunder in lieu thereof.


 






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Section 2.06           Restrictions
on Transfer. Notwithstanding any other provision of this Warrant Agreement, the Warrants are being offered and
sold, and the Ordinary Shares issuable upon exercise thereof are being offered and sold, pursuant to an exemption from the
registration requirement of Section 5 of the Securities Act provided by Section 1145 of the Bankruptcy Code, and to
the extent that any Beneficial Owner is an “underwriter” as defined in Section 1145(b)(1) of the
Bankruptcy Code, such Beneficial Owner may not be able to sell or transfer any Warrants in the absence of an effective
registration statement under the Securities Act or an exemption from registration thereunder. Notwithstanding anything
contained in this Warrant Agreement (but without limiting or modifying any express obligation of the Warrant Agent
hereunder), the Warrant Agent shall not be under any duty or responsibility to ensure compliance by the Company, the Global
Warrant Holder, any Beneficial Owner or any other Person with any applicable federal or state securities or bankruptcy Laws.
By accepting a Transfer of a Warrant, (i) the applicable Participant agrees to inform the Beneficial Owner of the
limitations on Transfer set forth in this Section 2.06, and shall instruct and direct such Beneficial Owner to
conform to the restrictions set forth herein and shall maintain any applicable legends in its books and records and
(ii) the Beneficial Owner acknowledges the foregoing.


 


Article 3


 


Exercise and Settlement of Warrants


 


Section 3.01           Exercise
of Warrants. At any time prior to Close of Business on the Expiration Date, each Warrant may be exercised in accordance
with this Article 3. Any Warrants not exercised prior to such time shall expire unexercised and all rights thereunder
and all rights in respect thereof under this Warrant Agreement shall cease as of the Close of Business on the Expiration Date.


 


Section 3.02           Procedure
for Exercise.


 


(a)            To
exercise its Warrant(s), a Beneficial Owner must arrange for (i) the delivery of the Exercise Notice properly completed and
duly executed by its applicable Participant to the office of the Warrant Agent designated for such purpose and the Company, (ii) payment
to the Warrant Agent in an amount equal to the respective Exercise Price for any Warrant(s) beneficially owned by such Beneficial
Owner to be exercised together with all applicable taxes and charges thereto, (iii) delivery of each Warrant(s) through
the facilities of the Depository and (iv) compliance with all other procedures established by the Depository, the applicable
Participant and the Warrant Agent for the exercise of Warrants.


 


(b)            The
date on which all requirements for exercise set forth in this Section 3.02 in respect of a Warrant are satisfied is
the “Exercise Date” for such Warrant.


 


(c)            Subject
to Section 3.02(g), any exercise of a Warrant pursuant to the terms of this Warrant Agreement shall be irrevocable
and enforceable in accordance with its terms.


 


(d)            A
Beneficial Owner may only exercise 100% of all Warrant(s) it holds on the Closing Date.


 






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(e)            All
funds received by the Warrant Agent under this Warrant Agreement that are to be distributed or applied by the Warrant Agent in
the performance of services in accordance with this Warrant Agreement (the “Funds”) shall be held by the Warrant
Agent as agent for the Company and deposited in one or more bank accounts to be maintained by the Warrant Agent in its name as
agent for the Company (the “Funds Account”). Until paid pursuant to the terms of this Warrant Agreement, the
Warrant Agent will hold the Funds through the Funds Account 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 Beneficial Owner or any
other party.


 


(f)            The
Company shall assist and cooperate with any Beneficial Owner required to make any governmental filings or obtain any governmental
approvals prior to or in connection with any exercise of a Warrant (including, without limitation, making any filings required
to be made by the Company), and any exercise of a Warrant may be made contingent upon the making of any such filing and the receipt
of such approval.


 


(g)            Notwithstanding
any other provision of this Warrant Agreement, if the exercise of a Warrant is to be made in connection with a Liquidity Event,
such exercise may, at the election of the Beneficial Owner, be conditioned upon consummation of such transaction or event in which
case such exercise shall not be deemed effective until the consummation of such transaction or event.


 


(h)            The
Warrant Agent shall forward funds deposited in the Funds Account in a given month by the fifth Business Day of the following month
by wire transfer to an account designated by the Company.


 


(i)            The
Company hereby instructs the Warrant Agent to record tax basis for newly issued Ordinary Shares as follows: the tax basis of each
newly issued Ordinary Share equals the tax basis of the exercised Warrant plus the applicable Exercise Price. The Company shall
provide to the Warrant Agent a completed Internal Revenue Service Form 8937 no later than 90 days after the Closing Date.


 


(j)            Payment
of the Exercise Price by or on behalf of a Beneficial Owner upon exercise of Warrants shall be by federal wire or other immediately
available funds payable to the order of the Company to the account maintained by the Warrant Agent in its name as agent for the
Company. The Warrant Agent shall provide an exercising Beneficial Owner, upon request, with the appropriate payment instructions.


 


Section 3.03           Settlement
of Warrants.


 


(a)            On
the Settlement Date for such Warrant, the Company shall cause to be delivered to the Beneficial Owner one Ordinary Share (the
“Full Physical Share Amount”).


 






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(b)            An
exercising Beneficial Owner shall be entitled to receive from the Company, for each Warrant exercised, a number of Ordinary Shares
equal to the Full Physical Share Amount in exchange for payment by the Beneficial Owner of the Exercise Price.


 


(c)            In
the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Ordinary Shares to be
delivered to a Beneficial Owner, the Company shall promptly issue to the applicable Beneficial Owner the number of Ordinary Shares
that are not disputed.


 


Section 3.04           Delivery
of Ordinary Shares.


 


(a)            In
connection with the delivery of Ordinary Shares to a Beneficial Owner pursuant to Section 3.03(a) the Warrant
Agent shall:


 


(1)            promptly
deposit in the Funds Account all Funds received in payment of the applicable Exercise Price;


 


(2)            promptly
cancel and destroy the applicable Global Warrant Certificate if all Warrants represented thereby have been exercised in full and
deliver a certificate of destruction to the Company, unless the Company shall otherwise direct in writing; and


 


(3)            if
all Warrants represented by a Global Warrant Certificate shall not have been exercised in full, note and authenticate such decrease
in the Number of Warrants on Schedule A of such Global Warrant Certificate.


 


(b)            With
respect to each properly exercised Warrant in accordance with this Warrant Agreement, the Company shall cause its transfer agent
to issue, in book-entry form at the transfer agent or through the Depository, the Ordinary Shares due in connection with such
exercise for the benefit and in the name of the Person designated by the Beneficial Owner submitting the applicable Exercise Notice.
The Person on whose behalf and in whose name any Ordinary Shares are registered shall for all purposes be deemed to have become
the holder of record of such Ordinary Shares as of the Close of Business on the applicable Exercise Date.


 


(c)            Each
Person in whose name any Ordinary Shares are issued shall for all purposes be deemed to have become the holder of record of such
shares as of the date of payment by the Beneficial Owner of the Exercise Price in accordance with Section 3.03(a).
The Company shall not close its books against the Transfer of a Warrant or any Ordinary Share issued or issuable upon the exercise
of a Warrant in any manner which interferes with the timely exercise of a Warrant.


 


(d)            Promptly
after the Warrant Agent shall have taken the action required by this Section 3.04 (or at such later time as may be
mutually agreeable to the Company and the Warrant Agent), the Warrant Agent shall account to the Company with respect to any Warrants
exercised (including, without limitation, with respect to any Exercise Price paid to the Warrant Agent).


 






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(e)            All
Ordinary Shares issuable upon exercise of a Warrant will be duly and validly issued, fully paid and nonassessable and will be
free of restrictions on transfer, other than restrictions on transfer under the Charter or any agreement between a Beneficial
Owner and the Company and under applicable state and federal securities laws, 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 otherwise specified
herein). The Company shall use its best efforts to take all such actions as may be necessary to ensure that all such Ordinary
Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic
stock exchange upon which Ordinary Shares may be listed (except for official notice of issuance which shall be immediately delivered
by the Company upon each such issuance).


 


Section 3.05           No
Fractional Warrants or of an Ordinary Shares to Be Issued.


 


(a)            Notwithstanding
anything to the contrary in this Warrant Agreement, the Company shall not issue any fraction of a Warrant or of an Ordinary Share
upon exercise of any Warrants and any fractions will be rounded down to the nearest whole number.


 


(b)            Each
Beneficial Owner, by its acceptance of an interest in a Warrant, expressly waives its right to receive any fraction of an Ordinary
Share or a stock certificate representing a fraction of an Ordinary Share upon its exercise of such Warrant.


 


Section 3.06           Obligations
of the Warrant Agent. The Warrant Agent shall:


 


(a)            examine
all Exercise Notices and all other documents delivered to it by or on behalf of a Beneficial Owner to ascertain whether, on their
face, such Exercise Notices and any such other documents have been executed and completed in accordance with their terms;


 


(b)            where
an Exercise Notice or other document appears on its face to have been improperly completed or executed or some other irregularity
in connection with the exercise of the Warrant exists, the Warrant Agent shall endeavor to inform the appropriate parties (including
the Person submitting such instrument) of the need for fulfillment of all requirements, specifying those requirements which appear
to be unfulfilled;


 


(c)            inform
the Company of and cooperate with and assist the Company in resolving any reconciliation problems between the Exercise Notices
received and delivery of Warrants to the Warrant Agent’s account;


 


(d)            advise
the Company with respect to an exercise, as promptly as practicable following the satisfaction of each of the applicable procedures
for exercise set forth in Section 3.02(a), of (i) the receipt of such Exercise Notice and the number of Warrants
exercised in accordance with the terms and conditions of this Warrant Agreement, (ii) the instructions with respect to issuance
of the Ordinary Shares, subject to the timely receipt from the Depository of the necessary information, (iii) the number
of Persons who will become holders of record of the Company (who were not previously holders of record) as a result of receiving
Ordinary Shares upon exercise of the Warrants and (iv) such other information as the Company shall reasonably require; and


 






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(e)            provide
to the Company, upon the Company’s request, the number of Warrants previously exercised, the number of Ordinary Shares issued
in connection with such exercises and the number of remaining Warrants.


 


Section 3.07           Validity
of Exercise. All questions as to the validity, form and sufficiency (including time of receipt) of a Warrant exercise
shall be determined by the Company, which determination shall be final and binding with respect to the Warrant Agent. The Warrant
Agent shall incur no liability for or in respect of and, except to the extent such liability arises from the Warrant Agent’s
gross negligence, willful misconduct or bad faith (each as determined in a final non-appealable judgment by a court of competent
jurisdiction), shall be indemnified and held harmless by the Company for acting or refraining from acting upon, or as a result
of such determination by the Company. The Company reserves the absolute right to waive any of the conditions to the exercise of
Warrants or defects in Exercise Notices with regard to any particular exercise of Warrants.


 


Section 3.08           Direction
of Warrant Agent.


 


(a)            The
Company shall be responsible for performing all calculations required in connection with the exercise and settlement of the Warrants
and the payment or delivery, as the case may be, of Cash and/or Ordinary Shares as described in this Article 3. In
connection therewith, the Company shall provide prompt written notice to the Warrant Agent of the amount of Cash and the number
of Ordinary Shares payable or deliverable, as the case may be, upon exercise and settlement of the Warrants.


 


(b)            Any
Cash to be paid, or Ordinary Shares to be delivered, to a Beneficial Owner shall be delivered to the Warrant Agent by the Company
(or, in the case of Ordinary Shares, by the transfer agent) no later than the Business Day immediately preceding the date such
consideration is required to be delivered to such Beneficial Owner.


 


(c)            The
Warrant Agent shall have no liability for any failure or delay in performing its duties hereunder caused by any failure or delay
of the Company in providing such calculations or items to the Warrant Agent. The Warrant Agent shall not be accountable with respect
to the validity or value (or the kind or amount) of any Ordinary Shares that may at any time be issued or delivered upon the exercise
of any Warrant, and it makes no representation with respect thereto. The Warrant Agent shall not be responsible, to the extent
not arising from the Warrant Agent’s gross negligence, willful misconduct or bad faith (each as determined in a final non-appealable
judgment by a court of competent jurisdiction), for any failure of the Company to make any Cash payment or to issue, transfer
or deliver any Ordinary Shares or stock certificates, or to comply with any of the covenants of the Company contained in this
Article 3.


 






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Article 4


 


Adjustments


 


Section 4.01            Adjustment
to Exercise Price. After the date on which the Warrants are first issued and while any Warrants remain outstanding
and unexpired, the Exercise Price for the Warrants shall be subject to adjustment upon the occurrence of the event set forth in
Section 4.01(a):


 


(a)            The
issuance of Ordinary Shares as a dividend or distribution to all holders of Ordinary Shares, or a subdivision, combination, split,
reverse split or reclassification of the outstanding Ordinary Shares into a greater or smaller number of shares, in which event
the Exercise Price shall be adjusted based on the following formula:


 


	 

E1 = E0 x

 	N0

------

N1	 




 


where:


 


		E1	=	the Exercise Price in effect immediately after (i) the Open
of Business on the Ex-Date in the case of a dividend or distribution
or (ii) the consummation of the transaction in the case of a subdivision, combination, split, reverse split or reclassification;



 


		E0	=	the
Exercise Price in effect immediately prior to (i) the Open of Business
on the Ex-Date in the case of a dividend or distribution or (ii) the
consummation of the transaction in the case of a subdivision, combination, split, reverse split or reclassification;



 


		N0	=	the
number of Ordinary Shares outstanding immediately prior to (i) the
Open of Business on the Record Date in the case of a dividend or distribution or (ii) the consummation of the transaction
in the case of a subdivision, combination, split, reverse split or reclassification; and



 


		N1	=	the
number of Ordinary Shares equal to (i) in the case of a dividend or distribution, the sum of the number of shares outstanding
immediately prior to the Open of Business on the Record Date for such
dividend or distribution plus the total number of shares issued pursuant to such dividend or distribution or (ii) in
the case of a subdivision, combination, split, reverse split or reclassification, the number of shares outstanding immediately
after such subdivision, combination, split, reverse split or reclassification.



 


Such adjustment shall become effective
immediately after (i) the Open of Business on the
Ex-Date in the case of a dividend or distribution or (ii) the consummation of the transaction in the case of a subdivision,
combination, split, reverse split or reclassification. If any dividend or distribution or subdivision,
combination, split, reverse split or reclassification of the type described in this Section 4.01(a) is
declared or announced but not so paid or made, the Exercise Price shall again be adjusted to the Exercise Price that would then
be in effect if such dividend or distribution or subdivision, combination,
split, reverse split or reclassification had not been declared or announced, as the case may be.


 


(b)            For
the purpose of calculations pursuant to Section 4.01, the number of Ordinary Shares outstanding shall be equal to
the sum of (i) the number of Ordinary Shares issued and outstanding and (ii) the number of Ordinary Shares issuable
pursuant to the conversion or exercise of Convertible Securities that are outstanding, in each case on the applicable date of
determination.


 






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(c)            Notwithstanding
this Section 4.01 or any other provision of this Warrant Agreement or the Warrants, if an Exercise Price adjustment
becomes effective on any Ex-Date, and a Warrant has been exercised on or after such Ex-Date and on or prior to the related Record
Date resulting in the Person issued Ordinary Shares being treated as the record holder of the Ordinary Shares on or prior to the
Record Date, then, notwithstanding the Exercise Price adjustment provisions in this Section 4.01, the Exercise Price
adjustment relating to such Ex-Date will not be made with respect to such Warrant. Instead, such Person will be treated as if
it were the record owner of Ordinary Shares on an un-adjusted basis and participate in the related dividend, distribution or other
event giving rise to such adjustment.


 


(d)            Notwithstanding
this or any other provision of this Warrant Agreement or the Warrants, in no circumstances shall an Exercise Price adjustment
result in the Exercise Price being less than the nominal value of an Ordinary Share from time to time and no Ordinary Share shall
be issued upon exercise of a Warrant unless such Ordinary Share is fully paid up in Cash as to at least its nominal value.


 


Section 4.02           Adjustments
to Number of Warrants. Concurrently with any adjustment to the Exercise Price under Section 4.01, the Number
of Warrants for the Global Warrant Certificate will be adjusted such that the Number of Warrants for the Global Warrant Certificate
in effect immediately following the effectiveness of such adjustment will be equal to the Number of Warrants for the Global Warrant
Certificate in effect immediately prior to such adjustment, multiplied by a fraction, (i) the numerator of which is the Exercise
Price in effect immediately prior to such adjustment and (ii) the denominator of which is the Exercise Price in effect immediately
following such adjustment.


 


Section 4.03           Stockholder
Rights Plans. If the Company has a stockholder rights plan in effect with respect to the Ordinary Shares, upon exercise
of a Warrant the applicable Beneficial Owner shall be entitled to receive, in addition to the Ordinary Share, the rights under
such stockholder rights plan, subject to readjustment in the event of the expiration, termination or redemption of such rights.


 


Section 4.04           Restrictions
on Adjustments.


 


(a)            Except
in accordance with Section 4.01, the Exercise Price and the Number of Warrants will not be adjusted for the issuance
of Ordinary Shares or other securities of the Company.


 


(b)            For
the avoidance of doubt, neither the Exercise Price nor the Number of Warrants will be adjusted:


 


(1)            upon
the issuance of any securities by the Company on or after the Closing Date pursuant to the Plan or upon the issuance of Ordinary
Shares upon the exercise of such securities;


 






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(2)            upon
the issuance of any Ordinary Shares (or Convertible Securities) pursuant to the Management Stock Option Plan;


 


(3)            upon
any issuance of any Ordinary Shares (or Convertible Securities) pursuant to the exercise of the Warrants; or


 


(4)            for
a change in the par value of the Ordinary Shares.


 


(c)            No
adjustment shall be made to the Exercise Price or the Number of Warrants for any of the transactions described in Section 4.01
if the Company makes provisions for participation in any such transaction with respect to Warrants without exercise of such
Warrants on the same basis as with respect to Ordinary Shares with notice that the Board determines in good faith to be fair and
appropriate.


 


(d)            No
adjustment shall be made to the Exercise Price, nor will any corresponding adjustment be made to the Number of Warrants, unless
the adjustment would result in a change of at least 1% of the Exercise Price; provided, however, that any adjustment of less than
1% that was not made by reason of this Section 4.04(d) shall be carried forward and made as soon as such adjustment,
together with any other adjustments not previously made by reason of this Section 4.04(d), would result in a change
of at least 1% in the aggregate. All calculations under this Article 4 shall be made to the nearest cent or to the
nearest 1/100th of a Ordinary Share, as the case may be.


 


(e)            If
the Company takes a record of the holders of Ordinary Shares for the purpose of entitling them to receive a dividend or other
distribution, and thereafter (and before the dividend or distribution has been paid or delivered to stockholders) legally abandons
its plan to pay or deliver such dividend or distribution, then thereafter no adjustment to the Exercise Price or the Number of
Warrants then in effect shall be required by reason of the taking of such record.


 


Section 4.05           Ordinary
Shares Outstanding; Shares Reserved for Issuance on Exercise.


 


(a)            For
the purposes of this Article 4, the number of Ordinary Shares at any time outstanding shall not include shares held,
directly or indirectly, by the Company or any of its Subsidiaries.


 


(b)            The
Board has authorized and reserved for issuance such number of Ordinary Shares as will be issuable upon the exercise of all outstanding
Warrants for Ordinary Shares. The Company covenants that all Ordinary Shares that shall be so issuable shall be duly and validly
issued, fully paid and non-assessable.


 






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(c)            The
Company agrees to authorize and direct its current and future transfer agents for the Ordinary Shares to reserve for issuance
the number of Ordinary Shares specified in this Section 4.05 and shall take all action required to (i) increase
the authorized number of Ordinary Shares if at any time there shall be insufficient authorized but unissued Ordinary Shares to
permit such reservation or to permit the exercise of a Warrant (or (ii) to increase the Board’s authority to allot
and issue Ordinary Shares on a non-pre-emptive basis if at any time the Board has insufficient authority to permit the exercise
of a Warrant (in each case an “Authorized Share Failure”). Without limiting the generality of the foregoing sentence,
as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 180 days after
the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of either
or both (as the case may be) of (i) an increase in the number of authorized Ordinary Shares or (ii) an increase in the
Board’s authority to allot and issue Ordinary Shares on a non-pre-emptive basis. In connection with such meeting, the Company
shall use its best efforts to solicit its stockholders’ approval of such increase in authorized Ordinary Shares and to cause
its Board to recommend to the stockholders that they approve such proposal. Promptly after the date of expiration of any Warrants,
the Warrant Agent shall certify to the Company the aggregate Number of Warrants then outstanding, and thereafter no shares shall
be required to be reserved in respect of such Warrants.


 


Section 4.06           Calculations.


 


(a)            The
Company shall be responsible for making all calculations called for under this Warrant Agreement, including the Exercise Date,
the Exercise Price, the Number of Warrants and the number of Ordinary Shares, if any, to be issued upon exercise of any Warrants.
The Company shall make the foregoing calculations in good faith. Such calculations and determinations shall be final and binding
on the Global Warrant Holder and all Beneficial Owners absent manifest error. The Company shall provide a schedule of the Company’s
calculations to the Warrant Agent, and the Warrant Agent is entitled to rely upon the accuracy of the Company’s calculations
without independent verification.


 


Section 4.07            Notice
of Adjustments. The Company shall mail, or cause to be mailed, to the Global Warrant Holder and the Warrant Agent,
in accordance with Section 6.15, a notice of any adjustment or readjustment to the Exercise Prices or the Number of
Warrants no less than three Business Days prior to the effective date of such adjustment or readjustment. The Company shall file
with the Warrant Agent such notice and an Officer’s Certificate setting forth such adjustment or readjustment and kind and
amount of securities, Cash or other property for which a Warrant shall thereafter be exercisable and the applicable Exercise Price,
showing in reasonable detail the facts upon which such adjustment or readjustment is based. The Officer’s Certificate shall
be conclusive evidence that the adjustment or readjustment is correct, and the Warrant Agent shall not be deemed to have any knowledge
of any adjustments or readjustments unless and until it has received such Officer’s Certificate. The Warrant Agent shall
not be under any duty or responsibility with respect to any such Officer’s Certificate except to exhibit the same to the
Global Warrant Holder.


 






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Section 4.08            Warrant
Agent Not Responsible for Adjustments or Validity. The Warrant Agent shall at no time be under any duty or responsibility
to determine whether any facts exist that may require an adjustment or readjustment of the Exercise Price and the Number of Warrants,
or with respect to the nature or extent of any such adjustment or readjustment when made, or with respect to the method employed,
herein or in any supplemental agreement provided to be employed, in making the same. The Warrant Agent shall have no duty to verify
or confirm any calculation called for hereunder. The Warrant Agent shall have no liability for any failure or delay in performing
its duties hereunder caused by any failure or delay of the Company in providing such calculations to the Warrant Agent. The Warrant
Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any Ordinary Shares 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 or
readjustment pursuant to this Article 4, 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 Ordinary Shares
or stock certificates or other securities or property or scrip upon the surrender of any Warrant for the purpose of exercise or
upon any adjustment pursuant to this Article 4, or to comply with any of the covenants of the Company contained in
this Article 4. The Warrant Agent shall have no implied duties or obligations and shall not be charged with knowledge
or notice of any fact or circumstance not specifically set forth herein or in any notice from the Company. The Warrant Agent may
rely conclusively, and shall be protected in acting, upon any notice, instruction, request, order, judgment, certification, opinion
or advice of counsel, statement, demand or other instrument or document, not only as to its due execution, validity (including
the authority of the person signing or presenting the same) and effectiveness, but also as to the truth and accuracy of any information
contained therein, which the Warrant Agent shall believe to be genuine and to have been signed or presented by the person or parties
purporting to sign the same.


 


Section 4.09            Statements
on Warrants. Other than notation of any applicable increase or decrease in the Number of Warrants on Schedule A
of the Global Warrant Certificate, the form of the Global Warrant Certificate need not be changed because of any adjustment
or readjustment made pursuant to this Article 4, and the Global Warrant Certificate issued after such adjustment or
readjustment may state the same information (other than the applicable adjusted Exercise Price and the adjusted Number of Warrants)
as is stated in the Global Warrant Certificate initially issued pursuant to this Warrant Agreement.


 


Section 4.10            Effect
of Adjustment. The Depository and applicable Participants shall effect any applicable adjustments, changes or payments
to the Beneficial Owners with respect to beneficial interests in the Global Warrants resulting from any adjustments or readjustments,
changes or payments effected pursuant to this Article 4 in accordance with the procedures of the Depository and the
applicable Participants.


 


Article 5


 


Other Provisions Relating to Rights
of Global Warrant Holder


 


Section 5.01            No
Rights as Stockholders. Nothing contained in this Warrant Agreement or in the Global Warrant Certificate shall be construed
as conferring upon any Person, by virtue of holding or having a beneficial interest in a Global Warrant, the right to vote, to
consent, to receive any Cash dividends, stock dividends, allotments or rights or other distributions paid, allotted or distributed
or distributable to the holders of Ordinary Shares, or to exercise any rights whatsoever including subscription rights, appraisal
rights or otherwise, as the Company’s stockholders unless, until and only to the extent such Beneficial Owners become holders
of record of Ordinary Shares issued upon settlement of the Warrants. Notwithstanding the foregoing, in the event (a) the
Company effects a split of the Ordinary Shares by means of a stock dividend and the Exercise Price of and the number of Warrants
are adjusted as of the date of the distribution of the dividend, and (b) a Beneficial Owner exercises a Warrant between the
Record Date and the distribution date for such stock dividend, the Beneficial Owner shall be entitled to receive, on the distribution
date, the stock dividend with respect to the Ordinary Shares acquired upon such exercise, notwithstanding the fact that such shares
were not outstanding as of the Close of Business on the Record Date for such stock dividend.


 






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Section 5.02           Mutilated
or Missing Warrant Certificates. If a Global Warrant Certificate held by the Warrant Agent as custodian for the Depository
at any time is mutilated, defaced, lost, destroyed or stolen, then on the terms set forth in this Warrant Agreement, such Global
Warrant Certificate may be replaced with a new Global Warrant Certificate, of like date and tenor and representing the same number
of Warrants, at the cost of the Company at the office of the Warrant Agent subject to the replacement procedures of the Warrant
Agent which shall include obtaining an open penalty surety bond satisfactory to the Warrant Agent holding the Company and the
Warrant Agent harmless. Any such new Global Warrant Certificate shall constitute an original contractual obligation of the Company,
whether or not the allegedly lost, stolen, mutilated or destroyed Global Warrant Certificate shall be at any time enforceable
by anyone. All Global Warrant Certificates shall be issued upon the express condition that the foregoing provisions are exclusive
with respect to the substitution for lost, stolen, mutilated or destroyed Global Warrant Certificates, and shall preclude any
and all other rights or remedies notwithstanding any Law or statute existing or hereafter enacted to the contrary with respect
to the substitution for and replacement of negotiable instruments or other securities without their surrender.


 


Section 5.03           Modification,
Waiver and Meetings.


 


(a)            This
Warrant Agreement may be modified or amended by the Company and the Warrant Agent, without the consent of the Global Warrant Holder,
any Beneficial Owner of any Warrant, or any applicable Participant with respect to any Warrant, for the purposes of curing any
ambiguity or correcting or supplementing any defective provision contained in this Warrant Agreement or to make any other provisions
in regard to matters or questions arising in this Warrant Agreement which the Company and the Warrant Agent may deem necessary
or desirable; provided that such modification or amendment does not adversely affect the interests of the Global Warrant Holder
or any of the Beneficial Owners under this Agreement in any material respect. As a condition precedent to the Warrant Agent’s
execution of any amendment, 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 5.03.


 


(b)            Modifications
and amendments to this Warrant Agreement or to the terms and conditions of Warrants not contemplated by Section 5.03(a) may
also be made by the Company and the Warrant Agent, and noncompliance with any provision of the Warrant Agreement or Warrants may
be waived by the Global Warrant Holder (pursuant to a proper vote or consent of the Beneficial Owners holding a majority of the
aggregate Number of Warrants at the time outstanding). Notwithstanding anything to the contrary herein, the Company may amend
Schedule A from time to time to accurately reflect the name and address of the Global Warrant Holder after the Closing
Date without any further consent or agreement from any other Person.


 






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(c)           However,
no such modification, amendment or waiver may, without the written consent of:


 


(1)          The
Global Warrant Holder (pursuant to a proper vote or consent of each Beneficial Owner of Warrants under this Warrant Agreement):


 


(A)            change
the Expiration Date; or


 


(B)            increase
the Exercise Price or decrease the Number of Warrants (except as set forth in Article 4);


 


(2)          the
Global Warrant Holder (pursuant to a proper vote or consent of the Beneficial Owners of two-thirds of the Warrants affected under
this Warrant Agreement):


 


(A)            impair
the right to institute suit for the enforcement of any payment or delivery with respect to the exercise and settlement of any
Warrant;


 


(B)            except
as otherwise expressly permitted by provisions of this Warrant Agreement concerning specified reclassifications or corporate reorganizations,
impair or adversely affect the exercise rights of Beneficial Owners, including any change to the calculation or payment of the
Full Physical Share Amount;


 


(C)            reduce
the percentage of Warrants outstanding necessary to modify or amend this Warrant Agreement or to waive any past default; or


 


(D)            reduce
the percentage in Warrants outstanding required for any other waiver under this Warrant Agreement.


 


Section 5.04         Notices
of Record Date, etc. In the event (i) the Company commences any tender offer (including any exchange
offer) as announced from time to time for all or a portion of the outstanding Ordinary Shares; (ii) the Company shall
take a record of the holders of its Ordinary Shares (or other stock or securities at the time deliverable upon the exercise
of a Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any
right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right;
(iii)  of the voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (iv) any Liquidity
Event, then, and in each such case, the Company will mail or cause to be mailed to the Global Warrant Holder (with a copy to
the Warrant Agent) at least 15 days (21 days in the case of a Liquidity Event) prior to the Record Date or the effective
date, as applicable a notice specifying, as the case may be, (A) the Record Date for such dividend, distribution or
right, and the amount and character of such dividend, distribution or right, or (B) if applicable, the effective date on
which such other event is to take place, and the time, if any is to be fixed, as of which the holders of record of Ordinary
Shares (or such other stock or Securities at the time deliverable upon the exercise of a Warrant) shall be entitled to
exchange their Ordinary Shares (or such other stock or Securities) for Securities or other property deliverable upon such
other event. Nothing herein shall prohibit the Global Warrant Holder from exercising its Warrant during the 15 day period (21
days in the case of a Liquidity Event) commencing on the date of such notice.


 






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Article 6


 


Concerning the Warrant Agent and
Other Matters


 


Section 6.01           Payment
of Certain Taxes.


 


(a)            The
Company shall pay any and all documentary, stamp or similar issue or transfer taxes that may be payable upon the initial issuance
of the Global Warrants hereunder and delivery to the Global Warrant Holder.


 


(b)            The
Company shall pay any and all documentary, stamp or similar issue or transfer taxes that may be payable upon the issuance of Ordinary
Shares upon the exercise of Warrants hereunder and the issuance of stock certificates in respect thereof in the respective names
of, or in such names as may be directed by, the exercising Beneficial Owners.


 


(c)            The
Warrant Agent shall not register any Transfer or issue or deliver any Global Warrant Certificate or Ordinary Shares unless or
until the persons requesting the registration or issuance has either (i) paid to the Warrant Agent for the account of the
Company the amount of the taxes described in Section 6.01(a) or Section 6.01(b) payable with
respect to such Transfer, if any, or (ii) established to the reasonable satisfaction of the Warrant Agent that such tax,
if any, has been paid by the Company.


 


(d)            Nothing
herein shall prejudice the applicability of Section 1146 of the Bankruptcy Code and the rights of the Company and other interested
parties thereunder.


 


(e)            Notwithstanding
anything to the contrary, if the Company pays or is obligated to pay withholding taxes or backup withholding on or with respect
to any deemed (or constructive) distribution on behalf of a Beneficial Owner as a result of an adjustment to the Exercise Price
or the lack thereof, or for any other adjustment or other reason, the Company may, at its option, set off such payments against
payments of Cash or other deliveries on the Warrant to such Beneficial Owner. If the Company is required to remit an amount of
tax in respect of any such withholding taxes or backup withholding, then, without duplication for any amount that the Company
has set off pursuant to the foregoing sentence, the amount so required to be remitted shall be payable by the Beneficial Owner
within 10 Business Days of written demand by the Company.


 


Section 6.02           Certain
Tax Filings. The Warrant Agent shall prepare and file with the appropriate governmental agency all appropriate tax
information forms in respect of any payments made by the Warrant Agent hereunder (including, without limitation, Internal
Revenue Service Form 1099-B) during each calendar year, or any portion thereof, during which the Warrant Agent performs services
hereunder.


 


Section 6.03           Change
of Warrant Agent.


 


(a)            The
Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and
liabilities hereunder (except for liability arising as a result of the Warrant Agent’s own gross negligence, willful misconduct
or bad faith (each as determined in a final non-appealable judgment by a court of competent jurisdiction)) after giving sixty
days’ notice in writing to the Company, except that such shorter notice may be given as the Company shall, in writing, accept
as sufficient. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company
shall appoint in writing a successor warrant agent in place of the Warrant Agent. If the Company shall fail to make such appointment
within a period of thirty days after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated
warrant agent or by the Global Warrant Holder (who shall, with such notice, submit his Global Warrant Certificate for inspection
by the Company), then the Global Warrant Holder may apply to any court of competent jurisdiction for the appointment of a successor
warrant agent.


 






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(b)            The
Warrant Agent may be removed by the Company at any time upon thirty days’ written notice to the Warrant Agent; provided,
however, that the Company shall not remove the Warrant Agent until a successor warrant agent meeting the qualifications hereof
shall have been appointed.


 


(c)            Any
successor warrant agent, whether appointed by the Company or by such a court, shall be a corporation or banking association organized,
in good standing and doing business under the laws of the United States of America or any state thereof or the District of Columbia,
and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state
authority and having a combined capital and surplus (together with its affiliates) of not less than $50,000,000. The combined
capital and surplus of any such successor warrant agent shall be deemed to be the combined capital and surplus as set forth in
the most recent report of its condition published prior to its appointment; provided that 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 successor warrant agent, such successor warrant agent shall be vested with all the authority,
powers, rights, immunities, duties and obligations of its predecessor warrant agent with like effect as if originally named as
warrant agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor
warrant agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor warrant agent
all the authority, powers and rights of such predecessor warrant agent hereunder; and upon request of any successor warrant agent,
the Company shall make, execute, acknowledge and deliver any and all instruments in writing to more fully and effectually vest
in and conform to such successor warrant agent all such authority, powers, rights, immunities, duties and obligations. Upon assumption
by a successor warrant agent of the duties and responsibilities hereunder, the predecessor warrant agent shall deliver and transfer,
at the expense of the Company, to the successor warrant agent any property at the time held by it hereunder. As soon as practicable
after such appointment, the Company shall give notice thereof to the predecessor warrant agent, the Global Warrant Holder and
each transfer agent for the shares of its Ordinary Shares. Failure to give such notice, or any defect therein, shall not affect
the validity of the appointment of the successor warrant agent.


 


(d)            Any
entity into which the Warrant Agent may be merged or converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Warrant Agent shall be a party, or any Person succeeding to all or substantially
all of the corporate trust or agency business of the Warrant Agent, shall be the successor warrant agent under this Warrant Agreement
without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided that such entity
would be eligible for appointment as a successor warrant agent under Section 6.03(c). In case at the time such successor
to the Warrant Agent shall succeed to the agency created by this Warrant Agreement, the Global Warrant Certificate shall have
been countersigned but not delivered, any such successor to the Warrant Agent may adopt the countersignature of the original Warrant
Agent and deliver such Global Warrant Certificate so countersigned, and in case at that time the Global Warrant Certificate shall
not have been countersigned, any successor to the Warrant Agent may countersign such Global Warrant Certificate either in the
name of the predecessor Warrant Agent or in the name of the successor Warrant Agent; and in all such cases the Global Warrant
Certificate shall have the full force provided in the Global Warrant Certificate and in this Warrant Agreement.


 






    21


     


    

 


(e)             In
case at any time the name of the Warrant Agent shall be changed and at such time the Global Warrant Certificate shall have been
countersigned but not delivered, the Warrant Agent may adopt the countersignatures under its prior name and deliver such Global
Warrant Certificate so countersigned; and in case at that time the Global Warrant Certificate shall not have been countersigned,
the Warrant Agent may countersign such Global Warrant Certificate either in its prior name or in its changed name; and in all
such cases such Global Warrant Certificate shall have the full force provided in the Global Warrant Certificate and in this Warrant
Agreement.


 


Section 6.04            Compensation;
Further Assurances. The Company agrees that it will (a) pay the Warrant Agent reasonable compensation for its
services as Warrant Agent in accordance with Exhibit C attached hereto and, except as otherwise expressly provided,
will pay or reimburse the Warrant Agent upon written demand for all reasonable and documented expenses, disbursements and advances
incurred or made by the Warrant Agent in accordance with any of the provisions of this Warrant Agreement (including the reasonable
compensation, expenses and disbursements of its agents and counsel incurred in connection with the execution and administration
of this Warrant Agreement), except any such expense, disbursement or advance as may arise from its or any of their gross negligence,
willful misconduct or bad faith (each as determined in a final non-appealable judgment by a court of competent jurisdiction),
and (b) perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such
further and other acts, instruments and assurances as may reasonably be required by the Warrant Agent for the carrying out or
performing of the provisions of this Warrant Agreement.


 


Section 6.05            Reliance
on Counsel. The Warrant Agent may consult with legal counsel (who may be legal counsel for the Company), and the written
opinion of such counsel or any advice of legal counsel subsequently confirmed by a written opinion of such counsel shall be full
and complete authorization and protection to the Warrant Agent as to any action taken or omitted by it in good faith and in accordance
with such written opinion or advice.


 


Section 6.06            Proof
of Actions Taken. Whenever in the performance of its duties under this Warrant Agreement the Warrant Agent shall deem
it necessary or desirable that any matter be proved or established by the Company prior to taking or suffering or omitting any
action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in good faith
on the part of the Warrant Agent, be deemed to be conclusively proved and established by an Officer’s Certificate delivered
to the Warrant Agent; and such Officer’s Certificate shall, in good faith on the part of the Warrant Agent, be full warrant
to the Warrant Agent for any action taken, suffered or omitted in good faith by it under the provisions of this Warrant Agreement
in reliance upon such Officer’s Certificate; but in its discretion the Warrant Agent may in lieu thereof accept other evidence
of such fact or matter or may require such further or additional evidence as to it may seem reasonable. In the event the Warrant
Agent reasonably 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 shall promptly notify the Company
of any such ambiguity or uncertainty, and it 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, a Global Warrant Holder or any other person or entity for refraining from taking
such action, except for its own gross negligence, willful misconduct or bad faith (each as determined by a final non-appealable
judgment of a court of competent jurisdiction). unless the Warrant Agent receives written instructions signed by the Company which
eliminates such ambiguity or uncertainty to the satisfaction of Warrant Agent.


 






    22


     


    

 


Section 6.07            Correctness
of Statements. The Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals
contained in this Warrant Agreement or in the Global Warrant Certificate (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.


 


Section 6.08            Validity
of Agreement. From time to time, the Warrant Agent may apply to any officer of the Company for instruction and the
Company shall provide the Warrant Agent with such instructions concerning the services to be provided hereunder. The Warrant Agent
shall not be held to have notice of any change of authority of any Person, until receipt of notice thereof from the Company. The
Warrant Agent shall not be under any responsibility in respect of the validity of this Warrant Agreement or the execution and
delivery hereof or in respect of the validity or execution of the Global Warrant Certificate (except its countersignature thereof);
nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Warrant Agreement or
in the Global Warrant Certificate; nor shall it by any act hereunder be deemed to make any representation or warranty as to the
authorization or reservation of any Ordinary Shares to be issued pursuant to this Warrant Agreement or any Warrants or as to whether
any Ordinary Shares will, when issued, be validly issued and fully paid and nonassessable. The Warrant Agent and its agents shall
not be liable and shall be indemnified by the Company for any action taken or omitted, in the absence of bad faith, by the Warrant
Agent in reliance upon any instructions from the Company.


 


Section 6.09            Use
of Agents. 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 attorneys or agents provided that the Warrant Agent shall remain responsible
for the activities or omissions of any such agent or attorney and reasonable care has been exercised in the selection and in the
continued employment of such attorney or agent.


 






    23


     


    

 


Section 6.10            Liability
of Warrant Agent. The Warrant Agent shall incur no liability or responsibility to the Company or to the Global Warrant
Holder for any action taken, suffered or omitted to be taken in reliance on any notice, resolution, waiver, consent, order, certificate,
or other paper, document or instrument believed by it to be genuine and to have been signed, sent or presented by the proper party
or parties. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all costs, losses, expenses,
liabilities and damages that the Warrant Agent has paid, incurred or suffered (or which it becomes obligated to pay, incur or
suffer) by or to which it becomes subject, including judgments, costs and reasonable counsel fees, for any action taken,
suffered or omitted to be taken by the Warrant Agent in the execution or performance of this Warrant Agreement or otherwise arising
in connection with this Warrant Agreement, except as a result of the Warrant Agent’s gross negligence, material breach of
this Warrant Agreement, willful misconduct or bad faith (each as determined by a final non- appealable judgment of a court of
competent jurisdiction). For the avoidance of doubt, nothing herein shall obligate the Company to advance any amounts to
the Warrant Agent in respect of contingent liabilities until such liabilities actually are or become paid or payable. Notwithstanding
anything contained herein to the contrary, the Warrant Agent’s aggregate liability during any term of this Warrant Agreement
with respect to, arising from, or arising in connection with this Warrant Agreement, or from all services provided or omitted
to be provided under this Warrant Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed,
the amounts paid hereunder by the Company to the 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 Warrant Agreement shall be liable to the other party for any consequential, indirect, punitive, special or incidental damages
under any provisions of this Warrant 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.


 


Section 6.11            Legal
Proceedings. The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to
take any other action likely to involve expense or that it reasonably believes would subject it to expense or liability or risk
of incurring expense or liability, unless the Company, the Global Warrant Holder or any applicable Participant on behalf of a
Beneficial Owner shall furnish the Warrant Agent with indemnity or other assurances for payment reasonably satisfactory to the
Warrant Agent for any costs and expenses which may be incurred, but this provision shall not affect the power of the Warrant Agent
to take such action as the Warrant Agent may consider proper, whether with or without any such security or indemnity. The Warrant
Agent shall promptly notify the Company and the Global Warrant Holder in writing of any claim made or action, suit or proceeding
instituted against it arising out of or in connection with this Warrant Agreement. The Warrant Agent shall not have any duty or
responsibility in the case of the receipt of any written demand from any Beneficial Owner 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.


 


Section 6.12            Actions
as Agent. The Warrant Agent shall act hereunder solely as agent and not in a ministerial or fiduciary capacity. The
duties and obligations of the Warrant Agent shall be determined solely by the express provisions of the Warrant Agreement, and
the Warrant Agent shall not be liable except for the performance of such duties and obligations as are specifically set forth
in the Warrant Agreement. No implied covenants or obligations shall be read into the Warrant Agreement against the Warrant Agent.
Subject to Section 6.26 below and applicable securities laws, 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 Warrant Agreement. Notwithstanding anything to the contrary
herein, none of the Warrant Agent or its officers, directors, managers, employees, agents or other representatives shall use Confidential
Information (as defined in Section 6.26) (a) for any purpose other than carrying out the transactions contemplated by
this Warrant Agreement, and (b) in contravention of applicable securities laws (including, without limitation, laws prohibiting
insider trading). The Warrant Agent shall not be liable for any action taken, suffered or omitted to be taken in connection with
this Warrant Agreement except for its own gross negligence, willful misconduct or bad faith (each as determined by a final non-appealable
judgement of a court of competent jurisdiction).


 






    24


     


    

 


Section 6.13            Appointment
and Acceptance of Agency. The Company hereby appoints the Warrant Agent to act as agent for the Company in accordance
with the instructions set forth in this Warrant Agreement, and the Warrant Agent hereby accepts the agency established by this
Warrant Agreement and agrees to perform the same upon the terms and conditions herein set forth or as the Company and the Warrant
Agent may hereafter agree.


 


Section 6.14            Successors
and Assigns. All the covenants and provisions of this Warrant Agreement by or for the benefit of the Company or the
Warrant Agent shall bind and inure to the benefit of their respective successors and assigns hereunder.


 


Section 6.15            Notices.
Any notice or demand authorized by this Warrant Agreement to be given or made by the Warrant Agent or by the Global Warrant Holder
to or on the Company shall be sufficiently given or made if in writing and sent by mail first-class, postage prepaid, addressed
(until another address is filed in writing by the Company with the Warrant Agent), as follows:


 


	Weatherford International plc
	2000 St. James Place
	Houston, Texas, 77056
	Attn: Christina M. Ibrahim
	Fax: (713) 836-5032
	christina.ibrahim@weatherford.com
	 
	with a copy to (which shall not constitute notice):
	 
	Latham & Watkins LLP
	885 Third Avenue
	New York, NY 10022
	Attn: Keith A. Simon
	Fax: (212) 751-4864
	keith.simon@lw.com




 


Any notice or demand
authorized by this Warrant Agreement to be given or made by the Global Warrant Holder or by the Company to or on the Warrant Agent
shall be sufficiently given or made if sent by mail first-class, postage prepaid, addressed (until another address is filed in
writing by the Warrant Agent with the Company), as follows:


 






    25


     


    

 


	American Stock Transfer & Trust Company, LLC
	6201 15th Avenue
	Brooklyn, NY 11219
	Attention: Relationship Management
	 
	With a copy to:
	 
	American Stock Transfer & Trust Company, LLC
	48 Wall Street, 22nd Floor
	New York, New York 10005
	Attention: Legal Department
	Email: legalteamAST@astfinancial.com




 


Any notice or demand
authorized by this Warrant Agreement to be given or made to the Global Warrant Holder shall be sufficiently given or made if sent
by first-class mail, postage prepaid to the last address of the Global Warrant Holder as it shall appear on the Warrant Register.


 


Section 6.16            Applicable
Law; Jurisdiction. The validity, interpretation and performance of this Warrant Agreement and the Global Warrant Certificate
shall be governed in accordance with the laws of the State of New York, without giving effect to the principles of conflicts of
laws thereof that would result in the application of law of another jurisdiction. The parties hereto irrevocably consent to the
exclusive jurisdiction of the courts of the State of New York and any federal court located in such state in connection with any
action, suit or proceeding arising out of or relating to this Warrant Agreement. The Company hereby acknowledges and agrees that
its failure to perform its agreements and covenants hereunder will cause irreparable injury to the Global Warrant Holder for which
damages, even if available, will not be an adequate remedy. Accordingly, the Company hereby consents to the issuance of injunctive
relief by courts of the State of New York and any federal court located in such state to compel performance of the Company’s
obligations and to the granting by courts of the State of New York and any federal court located in such state of the remedy of
specific performance of the Company’s obligations hereunder.


 


Section 6.17            Waiver
of Jury Trial. EACH OF THE COMPANY AND THE WARRANT AGENT ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE
UNDER THIS WARRANT AGREEMENT OR A WARRANT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PERSON
HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PERSON MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS WARRANT AGREEMENT OR A WARRANT. EACH OF THE COMPANY AND THE WARRANT
AGENT CERTIFIES AND ACKNOWLEDGES THAT (a) NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PERSON HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (b) SUCH
PERSON UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (c) SUCH PERSON MAKES THIS WAIVER VOLUNTARILY, AND
(d) SUCH PERSON HAS BEEN INDUCED TO ENTER INTO THIS WARRANT AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION.


 






    26


     


    

 


Section 6.18            Benefit
of this Warrant Agreement. Nothing in this Warrant Agreement expressed and nothing that may be implied from any of
the provisions hereof is intended, or shall be construed, to confer upon, or give to, any Person or corporation other than the
parties hereto and the Global Warrant Holder any right, remedy or claim under or by reason of this Warrant Agreement or of any
covenant, condition, stipulation, promise or agreement hereof, and all covenants, conditions, stipulations, promises and agreements
in this Warrant Agreement contained shall be for the sole and exclusive benefit of the parties hereto and their successors and
of the Global Warrant Holder.


 


Section 6.19            Registered
Global Warrant Holder. Prior to due presentment for registration of Transfer, the Company and the Warrant Agent may
deem and treat the Person in whose name any Warrants are registered in the Warrant Register as the absolute owner thereof for
all purposes whatever (notwithstanding any notation of ownership or other writing thereon made by anyone other than the Company
or the Warrant Agent) and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary or be bound
to recognize any equitable or other claim to or interest in any Warrants on the part of any other Person and shall not be liable
for any registration of Transfer of Warrants that are registered or to be registered in the name of a fiduciary or the nominee
of a fiduciary unless made with actual knowledge that a fiduciary or nominee is committing a breach of trust in requesting such
registration of Transfer or with such knowledge of such facts that its participation therein amounts to bad faith.


 


Section 6.20            Headings.
The Article and Section headings herein are for convenience only and are not a part of this Warrant Agreement and shall
not affect the interpretation thereof.


 


Section 6.21            Counterparts.
This Warrant Agreement may be executed in any number of counterparts on separate counterparts, each of which so executed shall
be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. A signature to this
Warrant Agreement transmitted/executed electronically or by facsimile shall have the same authority, effect and enforceability
as an original signature.


 


Section 6.22            Entire
Agreement. This Warrant Agreement and the Global Warrant Certificate constitute the entire agreement of the Company,
the Warrant Agent and the Global Warrant Holder with respect to the subject matter hereof and supersede all prior agreements and
undertakings, both written and oral, among the Company, the Warrant Agent and the Global Warrant Holder with respect to the subject
matter hereof.


 


Section 6.23            Severability.
Wherever possible, each provision of this Warrant Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Warrant Agreement shall be prohibited by or invalid under applicable law, such provision
shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or
the remaining provisions of this Warrant Agreement.


 


Section 6.24            Damages.
Without limiting any other provision of this Warrant Agreement, if the Company willfully and knowingly fails to comply with any
provision of this Warrant Agreement or a Warrant, which failure results in any material damages to the Global Warrant Holder,
the Company shall pay to the Global Warrant Holder such amounts as shall be sufficient to cover any costs and expenses including,
but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Global Warrant
Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.


 






    27


     


    

 


Section 6.25            Survival.
This Warrant Agreement shall terminate at the Expiration Date (or Close of Business on the Settlement Date with respect to any
Exercise Notice delivered prior to the applicable Expiration Date). Notwithstanding the foregoing, this Warrant Agreement will
terminate on such earlier date on which all outstanding Warrants have been exercised. All provisions regarding indemnification,
warranty, liability and limits thereon shall survive the termination or expiration of this Warrant Agreement.


 


Section 6.26            Confidential
Information. The Warrant Agent and the Company agree that (a) inter alia, personal, non-public holder information
(“Non-Public Information”) which is exchanged or received pursuant to the negotiation or the carrying out of
this Warrant Agreement and (b) the fees for services set forth in the attached schedule (“Confidential Fees,”
together with Non-Public Information, “Confidential Information”) shall remain confidential, and shall not
be voluntarily disclosed to any other person, except disclosures pursuant to bankruptcy proceedings, applicable securities laws
or otherwise as may be required by law, including, without limitation, pursuant to subpoenas from state or federal government
authorities.


 


Section 6.27            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, breakdowns or malfunctions, 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, or civil
unrest.


 


[signature pages follow]


 






    28


     


    

 


IN WITNESS WHEREOF,
this Warrant Agreement has been duly executed by the parties hereto as of the day and year first above written.


 


	 	WEATHERFORD INTERNATIONAL
    PLC
	 	 
	 	 
	 	By:	/s/ Stuart Fraser
	 	 	Name: 	Stuart Fraser
	 	 	Title: 	Chief Financial Officer







 


[Signature Page to Warrant Agreement]







 






    


     


    

 





	 	AMERICAN STOCK TRANSFER &
TRUST COMPANY, LLC as Warrant Agent:
	 	 
	 	 
	 	By:	/s/ Michael Legregin
	 	 	Name:	 Michael Legregin
	 	 	Title:	SVP, Attorney Advisory Group


 





[Signature Page to Warrant Agreement]


 






    


     


    

 


SCHEDULE A


 


SCHEDULE OF INCREASES OR DECREASES IN
WARRANTS


 


The initial Number of Warrants is 7,777,779.
In accordance with the Warrant Agreement dated as of December 13, 2019 among the Company and American Stock Transfer &
Trust Company, LLC, as the Warrant Agent, the following increases or decreases in the Number of Warrants have been made:


 


	Date	Amount of 

increase in 

Number of 

Warrants

 Evidenced by this 

Global Warrant	Amount of 

decrease in 

Number of 

Warrants Evidenced by 

this Global Warrant	Number of 

Warrants

 evidenced by this 

Global Warrant

 following such 

increase or 

decrease 	Signature of 

authorized 

signatory
	 	 	 	 	 



 






    


     


    

 


EXHIBIT A


 


FORM OF GLOBAL WARRANT CERTIFICATE


 


[FACE]


 


	No. [_____]	CUSIP No. G48833 126




 


UNLESS THIS GLOBAL WARRANT IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO WEATHERFORD INTERNATIONAL
PLC (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 WARRANT SHALL
BE LIMITED TO TRANSFERS IN WHOLE, AND NOT IN PART, TO THE COMPANY, DTC, THEIR SUCCESSORS AND THEIR RESPECTIVE NOMINEES.


 






    	 	A-1	 



     


    

 





Weatherford
International plc


 


December 13, 2019


 


NUMBER OF WARRANTS: Initially, 7,777,779
Warrants, subject to adjustment as described in the Warrant Agreement dated as of December 13, 2019 between Weatherford International
plc and American Stock Transfer & Trust Company, LLC, as the Warrant Agent (the “Warrant Agreement”),
each of which is exercisable for one Ordinary Share.


 


EXERCISE PRICE: Initially, $99.96 per
Warrant, subject to adjustment as described in the Warrant Agreement.


 


FORM OF PAYMENT OF EXERCISE PRICE:
Cash.


 


FORM OF SETTLEMENT: Upon exercise
of any Warrants represented hereby, the Beneficial Owner shall be entitled to receive, upon payment to the Warrant Agent of the
Exercise Price (determined as of the relevant Exercise Date), one Ordinary Share per Warrant exercised, as described in the Warrant
Agreement.


 


DATES OF EXERCISE: At any time, and from
time to time, prior to 5:00 p.m., New York City time, on the Expiration Date, each Beneficial Owner shall be entitled to exercise
all Warrants then represented hereby and outstanding.


 


PROCEDURE FOR EXERCISE: Warrants may be
exercised by surrendering the Warrant Certificate evidencing such Warrant at the principal office of the Warrant Agent (or successor
warrant agent), with the Exercise Notice set forth on the reverse of the Warrant Certificate duly completed and executed, together
with delivery of the applicable Exercise Price.


 


EXPIRATION DATE: The earlier of (i) December 13,
2023 and (ii) the date of consummation of any Liquidity Event.


 


This Global Warrant
Certificate certifies that:


 


Cede & Co.,
or its registered assigns, is the Global Warrant Holder of the Number of Warrants (the “Warrants”) specified
above (such number subject to adjustment from time to time as described in the Warrant Agreement).


 


In connection with
the exercise of any Warrants, (a) the Company shall determine the Full Physical Share Amount for each Warrant, and (b) the
Company shall, or shall cause the Warrant Agent to, deliver to the exercising Beneficial Owner, on the applicable Settlement Date,
for each Warrant exercised, a number of Ordinary Shares equal to the relevant Full Physical Share Amount, as described in the
Warrant Agreement.


 


Prior to the relevant
Exercise Date as described more fully in the Warrant Agreement, subject to Section 5.01 of the Warrant Agreement,
Warrants will not entitle the Global Warrant Holder to any of the rights of the holders of Ordinary Shares.


 






    	 	A-2	 



     


    

 


Reference is hereby
made to the further provisions of this Global Warrant Certificate set forth on the reverse hereof, and such further provisions
shall for all purposes have the same effect as though fully set forth in this place.


 


This Global Warrant
Certificate shall not be valid unless countersigned by the Warrant Agent.


 


In the event of any
inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall govern.


 






    	 	A-3	 



     


    

 


IN WITNESS WHEREOF,
Weatherford International plc has caused this instrument to be duly executed.


 


	Dated: December 13, 2019	 
	 
	 	Weatherford International plc
	 	 
	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 




 






    	 	A-4	 



     


    

 


Certificate of Authentication


 


These are the Warrants referred to in
the above-mentioned Warrant Agreement.


 


Countersigned as of the date above written:


 


	American
    Stock Transfer & Trust	 
	Company,
    LLC, as Warrant Agent	 
	 	 
	By:	 	 
	Name:	               	 
	Title:	 	 




 






    	 	A-5	 



     


    

 


[FORM OF REVERSE OF GLOBAL WARRANT
CERTIFICATE]


 


Weatherford International plc


 


The Warrants evidenced
by this Global Warrant Certificate are part of a duly authorized issue of Warrants issued by the Company pursuant to the Warrant
Agreement, dated as of December 13, 2019 (the “Warrant Agreement”), between the Company and American Stock
Transfer & Trust Company, LLC, as the “Warrant Agent”, and are subject to the terms and provisions
contained in the Warrant Agreement, to all of which terms and provisions the Global Warrant Holder consents by acceptance of this
Global Warrant Certificate. Without limiting the foregoing, all capitalized terms used herein and not otherwise defined shall
have the meanings set forth in the Warrant Agreement. A copy of the Warrant Agreement is on file at the Warrant Agent’s
Office.


 


The Warrant Agreement
and the terms of the Warrants are subject to amendment as provided in the Warrant Agreement.


 


This Global Warrant
Certificate shall be governed by, and interpreted in accordance with, the laws of the State of New York without regard to the
conflicts of laws principles thereof.


 






    	 	A-6	 



     


    

 


FORM OF ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned assigns and Transfers the Warrant(s) represented by this Certificate to:


 


	 	 
	Name, Address and Zip Code
    of Assignee	 
	 
	and irrevocably appoints	 	 
	 	Name of Agent	 
	 
	as its agent to Transfer this
    Warrant Certificate on the books of the Warrant Agent.




 


[Signature page follows]


 






    	 	A-7	 



     


    

 


	Date: [______________]
	 	 
	 	Name of Transferee
	 
	 
	 	By:	                          
	 	 	Name:	 
	 	 	Title:	 




 


(Sign exactly as your
name appears on the other side of this Certificate)


 


NOTICE: The signature(s) should
be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15.


 






    	 	A-8	 



     


    

 


EXHIBIT B


 


Form of
Exercise Notice


 


American Stock Transfer & Trust
Company, LLC


6201 15th Avenue


Brooklyn, NY 11219


Attention: [_____]


 


		Re:	Weatherford International
plc Warrant Agreement, dated as of December 13, 2019 (the “Warrant Agreement”)



 


The undersigned (the
“Registered Warrant Holder”) hereby irrevocably exercises the right represented by the Global Warrant Certificate
No. [  ̃ ] held for its benefit through the book-entry facilities
of The Depository Trust Company (the “Depository”), to exercise warrants and receive the consideration deliverable
in exchange therefor and confirms that it will, prior to 11:00 a.m., New York City time, on the Settlement Date, pay an amount
equal to the Exercise Price (determined as of the relevant Exercise Date), multiplied by the number of Exercised Warrants, by
federal wire or other immediately available funds payable to the order of the Company to the account maintained by the Warrant
Agent.


 


Please check below
if this exercise is contingent upon a Liquidity Event in accordance with Section 3.02(g) of the Warrant Agreement.


 


 ̈     This
exercise is being made in connection with a Liquidity Event; provided, that in the event that such transaction shall not be consummated,
then this exercise shall be deemed revoked.


 


THIS EXERCISE NOTICE
MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO CLOSE OF BUSINESS ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU
OF THE ADDRESS AND PHONE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED.


 


ALL CAPITALIZED TERMS
USED HEREIN AND NOT OTHERWISE DEFINED SHALL HAVE THE MEANINGS SET FORTH IN THE WARRANT AGREEMENT.


 


	 	By:	 
	 	 	Authorized Signature
	 	 	Address:
	 	 	Telephone:




 






     B-1


     


    

 


EXHIBIT C


 




Fee Schedule


 


The Company shall pay the Warrant Agent
for performance of its services under this Warrant Agreement such compensation as shall be agreed in writing between the Company
and the Warrant Agent.


 






     C-1