Exhibit 4.2 


 













META
PLATFORMS, INC.


 


3.500% Senior
Notes due 2027


 


3.850% Senior
Notes due 2032


 


4.450% Senior
Notes due 2052


 


4.650% Senior
Notes due 2062









 






 







First Supplemental
Indenture


 


Dated as of
August 9, 2022


 






 











 


U.S. BANK TRUST
COMPANY, NATIONAL ASSOCIATION, as

Trustee






 



 








     


     


    

TABLE OF CONTENTS


 


Page


 


	Article
    One  CERTAIN DEFINITIONS	2
	Article Two 
    SCOPE OF SUPPLEMENTAL INDENTURE; GENERAL	4
	Article Three 
    THE NOTES	8
	Section
    3.01.  Form and Dating	8
	Article Four 
    REDEMPTION	8
	Section
    4.01.  Redemption at the Option of the Company.	8
	Article Five 
    MISCELLANEOUS	11
	Section
    5.01.  Governing Laws; Waiver of Jury Trial.	11
	Section
    5.02.  No Adverse Interpretation of Other Agreements.	11
	Section
    5.03.  Successors and Assigns.	11
	Section
    5.04.  Severability.	11
	Section
    5.05.  Force Majeure.	11
	Section
    5.06.  Table of Contents, Headings, Etc.	12
	Section
    5.07.  Counterparts.	12
	Section
    5.08.  Confirmation of Indenture.	12
	Section
    5.09.  Trustee Disclaimer.	12



 




     


     


    

	APPENDIX A Provisions Relating to Initial Notes and Exchange Notes	A-1
	EXHIBIT A Form of 2027 Note	Ex-A-1
	EXHIBIT B Form of 2032 Note	Ex-B-1
	EXHIBIT C Form of 2052 Note	Ex-C-1
	EXHIBIT D Form of 2062 Note	Ex-D-1
	EXHIBIT E Restricted Securities Legend	Ex-E-1
	EXHIBIT F Regulation S Certificate	Ex-F-1
	EXHIBIT G Rule 144A Certificate	Ex-G-1



 



     


     


    

SUPPLEMENTAL INDENTURE
dated as of August 9, 2022 (this “Supplemental Indenture”), to the Indenture dated as of August 9, 2022 (the “Base
Indenture” and, together with the Supplemental Indenture, the “Indenture”), by and between META PLATFORMS,
INC., a Delaware corporation (the “Company”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as trustee (the “Trustee”).


 


Each party agrees
as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders (as defined herein):


 


WHEREAS, the Company
and the Trustee have duly authorized the execution and delivery of the Base Indenture to provide for the issuance from time to time of
the Company’s debentures, notes or other debt instruments to be issued in one or more Series as in the Base Indenture provided
(as defined therein, “Securities”);


 


WHEREAS, the Company
desires and has requested the Trustee to join in the execution and delivery of this Supplemental Indenture in order to establish and
provide for the issuance by the Company of four Series of Securities designated as its 3.500% Senior Notes due 2027 (the “2027
Notes”), its 3.850% Senior Notes due 2032 (the “2032 Notes”), its 4.450% Senior Notes due 2052 (the “2052
Notes”) and its 4.650% Senior Notes due 2062 (the “2062 Notes” and, together with the 2027 Notes, 2032 Notes
and 2052 Notes, the “Initial Notes”), substantially in the forms attached hereto as Exhibit A, Exhibit B,
Exhibit C and Exhibit D, respectively, on the terms set forth herein, together with any Exchange Notes (as defined in Appendix
A hereto) issued therefor as provided herein (the Initial Notes and the Exchange Notes, are together referred to herein as the “Notes”);


 


WHEREAS, Section
2.01 of the Base Indenture provides that a supplemental indenture may be entered into by the Company and the Trustee for such purpose,
without the consent of Holders, provided certain conditions are met;


 


WHEREAS, the conditions
set forth in the Base Indenture for the execution and delivery of this Supplemental Indenture have been complied with; and


 


WHEREAS, all things
necessary to make this Supplemental Indenture a valid agreement of the Company and the Trustee, in accordance with its terms, and a valid
amendment of, and supplement to, the Base Indenture have been done;


 




     


     


    

NOW, THEREFORE:


 


In consideration
of the premises and the purchase and acceptance of the Notes by the Holders thereof, the Company covenants and agrees with the Trustee,
for the equal and ratable benefit of the Holders, that the Base Indenture is supplemented and amended, to the extent expressed herein,
as follows:


 


Article
One



CERTAIN DEFINITIONS


 


The following terms
have the meanings set forth below in this Supplemental Indenture. Capitalized terms used but not defined herein have the meanings ascribed
to such terms in the Base Indenture. To the extent terms defined herein differ from the Base Indenture the terms defined herein will
govern.


 


“Company”
has the meaning provided in the Base Indenture.


 


“Holder”
means the Person in whose name a Note is registered in the books of the Registrar for the Notes.


 


“Indenture”
has the meaning provided in the Preamble.


 


“Notes”
has the meaning provided in the Recitals.


 


“Par Call
Date” means the 2027 Par Call Date, the 2032 Par Call Date, the 2052 Par Call Date or the 2062 Par Call Date, as applicable.


 


“Paying
Agent” means U.S. Bank Trust Company, National Association or any successor paying agent.


 


“Redemption
Date” means, with respect to any Note of any Series to be redeemed, the date fixed for such redemption by or pursuant to this
Supplemental Indenture.


 


“Registrar”
means U.S. Bank Trust Company, National Association, or any successor registrar of the Notes.


 


“Supplemental
Indenture” has the meaning provided in the Preamble.


 


“Treasury
Rate” means, with respect to any Redemption Date in respect of the Notes of any Series, the yield determined by the Company
in accordance with the following two paragraphs:


 


(1)  The
Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government
securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the Redemption
Date based upon the yield or yields for the most


 




    2 


     


    

recent day that appear
after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System
designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”)
under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption
or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable: (x) the yield for the
Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the applicable Par Call Date (the “Remaining
Life”); or (y) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields –
one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury
constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the applicable Par Call Date on
a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (z) if
there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury
constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or
maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury
constant maturity from the Redemption Date.


 


(2)  If
on the third Business Day preceding the Redemption Date H.15 TCM (or any successor designation) is no longer published, the Company shall
calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York
City time, on the second Business Day preceding such Redemption Date of the United States Treasury security maturing on, or with a maturity
that is closest to, the applicable Par Call Date. If there is no United States Treasury security maturing on the applicable Par Call
Date but there are two or more United States Treasury securities with a maturity date equally distant from such Par Call Date, one with
a maturity date preceding such Par Call Date and one with a maturity date following such Par Call Date, the Company shall select the
United States Treasury security with a maturity date preceding such Par Call Date. If there are two or more United States Treasury securities
maturing on the applicable Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence,
the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading
closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York
City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the
applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of
principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.


 


“Trustee”
has the meaning provided in the Preamble.


 




    3 


     


    

Article
Two



SCOPE OF SUPPLEMENTAL INDENTURE; GENERAL


 


Section 2.01.


 


The changes, modifications and supplements
to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the
Notes, which shall not be limited in aggregate principal amount, and shall not apply to any other Securities that may be issued under
the Base Indenture unless a supplemental indenture with respect to such other Securities specifically incorporates such changes, modifications
and supplements.


 


(a)  
Pursuant to this Supplemental Indenture, there is hereby created and designated four Series of Securities under the Base Indenture
entitled the “3.500% Senior Notes due 2027,” “3.850% Senior Notes due 2032,” “4.450% Senior Notes due 2052,”
and the “4.650% Senior Notes due 2062”.


 


(b)  
The 2027 Notes shall be in the form of Exhibit A hereto (the “Specimen 2027 Note”), which is hereby
incorporated into this Supplemental Indenture by reference. The terms of the 2027 Notes shall be as follows:


 


(i)  
The 2027 Notes are to be issued initially in an aggregate principal amount of $2,750,000,000; provided however, that the aggregate
principal amount of the 2027 Notes which may be outstanding may be increased by the Company upon the terms and subject to the conditions
set forth in the Indenture and the 2027 Notes.


 


(ii)  
The 2027 Notes will mature on August 15, 2027.


 


(iii)  
The 2027 Notes will bear interest at a rate of 3.500% per annum.


 


(iv)  
The date from which interest shall accrue, the payment dates on which interest shall be payable and the regular record date for
the interest payable on any payment date will be as set forth in the Specimen 2027 Note.


 


(v)  
Principal and interest on the 2027 Notes are payable at the Corporate Trust Office, except as otherwise provided in the Specimen
2027 Note.


 


(vi)  
The 2027 Notes shall be redeemable at the redemption prices and on the terms set forth in Article 4 of this Supplemental Indenture.
Except as otherwise provided in Article 4 of this Supplemental Indenture, redemption of the 2027 Notes shall be made in accordance with
the terms of Article 3 of the Base Indenture.


 


(vii)  
The 2027 Notes will not be subject to any sinking fund.


 


(viii)  
The 2027 Notes are issuable in denominations of $2,000 and integral multiples of $1,000 in excess thereof.


 




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(ix)  
The 2027 Notes are to be issued initially as Registered Global Securities. Beneficial owners of interests in the 2027 Notes may
exchange such interests in accordance with the Indenture and the terms of the 2027 Notes.


 


(x)  
The “Depositary” with respect to the 2027 Notes will initially be the Depository Trust Company (“DTC”).


 


(xi)  
Interest on the 2027 Notes will be computed and paid on the basis of a 360-day year of twelve 30-day months.


 


(xii)  
The terms of the 2027 Notes shall include such other terms as are set forth in the Specimen 2027 Note and in the Indenture. To
the extent the terms of the Indenture and the Specimen 2027 Note are inconsistent, the terms of the Specimen 2027 Note will govern.


 


(c)  
The 2032 Notes shall be in the form of Exhibit B hereto (the “Specimen 2032 Note”), which is hereby
incorporated into this Supplemental Indenture by reference. The terms of the 2032 Notes shall be as follows:


 


(i)  
The 2032 Notes are to be issued initially in an aggregate principal amount of $3,000,000,000; provided however, that the aggregate
principal amount of the 2032 Notes which may be outstanding may be increased by the Company upon the terms and subject to the conditions
set forth in the Indenture and the 2032 Notes.


 


(ii)  
The 2032 Notes will mature on August 15, 2032.


 


(iii)  
The 2032 Notes will bear interest at a rate of 3.850% per annum.


 


(iv)  
The date from which interest shall accrue, the payment dates on which interest shall be payable and the regular record date for
the interest payable on any payment date will be as set forth in the Specimen 2032 Note.


 


(v)  
Principal and interest on the 2032 Notes are payable at the Corporate Trust Office, except as otherwise provided in the Specimen
2032 Note.


 


(vi)  
The 2032 Notes shall be redeemable at the redemption prices and on the terms set forth in Article 4 of this Supplemental Indenture.
Except as otherwise provided in Article 4 of this Supplemental Indenture, redemption of the 2032 Notes shall be made in accordance with
the terms of Article 3 of the Base Indenture.


 


(vii)  
The 2032 Notes will not be subject to any sinking fund.


 


(viii)  
The 2032 Notes are issuable in denominations of $2,000 and integral multiples of $1,000 in excess thereof.


 




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(ix)  
The 2032 Notes are to be issued initially as Registered Global Securities. Beneficial owners of interests in the 2032 Notes may
exchange such interests in accordance with the Indenture and the terms of the 2032 Notes.


 


(x)  
The “Depositary” with respect to the 2032 Notes will initially be DTC.


 


(xi)  
Interest on the 2032 Notes will be computed and paid on the basis of a 360-day year of twelve 30-day months.


 


(xii)  
The terms of the 2032 Notes shall include such other terms as are set forth in the Specimen 2032 Note and in the Indenture. To
the extent the terms of the Indenture and the Specimen 2032 Note are inconsistent, the terms of the Specimen 2032 Note will govern.


 


(d)  
The 2052 Notes shall be in the form of Exhibit C hereto (the “Specimen 2052 Note”), which is hereby
incorporated into this Supplemental Indenture by reference. The terms of the 2052 Notes shall be as follows:


 


(i)  
The 2052 Notes are to be issued initially in an aggregate principal amount of $2,750,000,000; provided however, that the aggregate
principal amount of the 2052 Notes which may be outstanding may be increased by the Company upon the terms and subject to the conditions
set forth in the Indenture and the 2052 Notes.


 


(ii)  
The 2052 Notes will mature on August 15, 2052.


 


(iii)  
The 2052 Notes will bear interest at a rate of 4.450% per annum.


 


(iv)  
The date from which interest shall accrue, the payment dates on which interest shall be payable and the regular record date for
the interest payable on any payment date will be as set forth in the Specimen 2052 Note.


 


(v)  
Principal and interest on the 2052 Notes are payable at the Corporate Trust Office, except as otherwise provided in the Specimen
2052 Note.


 


(vi)  
The 2052 Notes shall be redeemable at the redemption prices and on the terms set forth in Article 4 of this Supplemental Indenture.
Except as otherwise provided in Article 4 of this Supplemental Indenture, redemption of the 2052 Notes shall be made in accordance with
the terms of Article 3 of the Base Indenture.


 


(vii)  
The 2052 Notes will not be subject to any sinking fund.


 


(viii)  
The 2052 Notes are issuable in denominations of $2,000 and integral multiples of $1,000 in excess thereof.


 




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(ix)  
The 2052 Notes are to be issued initially as Registered Global Securities. Beneficial owners of interests in the 2052 Notes may
exchange such interests in accordance with the Indenture and the terms of the 2052 Notes.


 


(x)  
The “Depositary” with respect to the 2052 Notes will initially be DTC.


 


(xi)  
Interest on the 2052 Notes will be computed and paid on the basis of a 360-day year of twelve 30-day months.


 


(xii)  
The terms of the 2052 Notes shall include such other terms as are set forth in the Specimen 2052 Note and in the Indenture. To
the extent the terms of the Indenture and the Specimen 2052 Note are inconsistent, the terms of the Specimen 2052 Note will govern.


 


(e)  
The 2062 Notes shall be in the form of Exhibit D hereto (the “Specimen 2062 Note”), which is hereby
incorporated into this Supplemental Indenture by reference. The terms of the 2062 Notes shall be as follows:


 


(i)  
The 2062 Notes are to be issued initially in an aggregate principal amount of $1,500,000,000; provided however, that the aggregate
principal amount of the 2062 Notes which may be outstanding may be increased by the Company upon the terms and subject to the conditions
set forth in the Indenture and the 2062 Notes.


 


(ii)  
The 2062 Notes will mature on August 15, 2062.


 


(iii)  
The 2062 Notes will bear interest at a rate of 4.650% per annum.


 


(iv)  
The date from which interest shall accrue, the payment dates on which interest shall be payable and the regular record date for
the interest payable on any payment date will be as set forth in the Specimen 2062 Note.


 


(v)  
Principal and interest on the 2062 Notes are payable at the Corporate Trust Office, except as otherwise provided in the Specimen
2062 Note.


 


(vi)  
The 2062 Notes shall be redeemable at the redemption prices and on the terms set forth in Article 4 of this Supplemental Indenture.
Except as otherwise provided in Article 4 of this Supplemental Indenture, redemption of the 2062 Notes shall be made in accordance with
the terms of Article 3 of the Base Indenture.


 


(vii)  
The 2062 Notes will not be subject to any sinking fund.


 


(viii)  
The 2062 Notes are issuable in denominations of $2,000 and integral multiples of $1,000 in excess thereof.


 




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(ix)  
The 2062 Notes are to be issued initially as Registered Global Securities. Beneficial owners of interests in the 2062 Notes may
exchange such interests in accordance with the Indenture and the terms of the 2062 Notes.


 


(x)  
The “Depositary” with respect to the 2062 Notes will initially be DTC.


 


(xi)  
Interest on the 2062 Notes will be computed and paid on the basis of a 360-day year of twelve 30-day months.


 


(xii)  
The terms of the 2062 Notes shall include such other terms as are set forth in the Specimen 2062 Note and in the Indenture. To
the extent the terms of the Indenture and the Specimen 2062 Note are inconsistent, the terms of the Specimen 2062 Note will govern.


 


Article
Three



THE NOTES


 


Section 3.01.  
Form and Dating. Provisions relating to the Initial Notes and the Exchange Notes are set forth in Appendix A, which is
hereby incorporated in and expressly made part of this Supplemental Indenture.


 


Article
Four



REDEMPTION


 


The following provision
shall apply with respect to the Notes:


 


Section 4.01.  
Redemption at the Option of the Company.


 


(a)  
The Company may redeem the 2027 Notes, at its option, in whole or in part, at any time and from time to time prior to July 15,
2027 (one month prior to the maturity date of the 2027 Notes) (the “2027 Par Call Date”), in principal amounts of $1,000
and integral multiples of $1,000 in excess thereof, provided that the unredeemed portion of a 2027 Note must be in a minimum principal
amount of $2,000, for a redemption price equal to the greater of:


 


(i)  
(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption
Date (assuming the 2027 Notes matured on the 2027 Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate plus 15 basis points, less (b) interest accrued to the Redemption Date, and


 


(ii)  
100% of the principal amount of the 2027 Notes to be redeemed,


 




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plus, in
each case, accrued and unpaid interest to, but excluding, the Redemption Date.


 


(b)  
The Company may redeem the 2027 Notes, at its option, in whole or in part, at any time and from time to time on or after the 2027
Par Call Date, in principal amounts of $1,000 and integral multiples of $1,000 in excess thereof, provided that the unredeemed portion
of a 2027 Note must be in a minimum principal amount of $2,000, at a redemption price equal to 100% of the principal amount of the 2027
Notes being redeemed plus accrued and unpaid interest to the Redemption Date.


 


(c)  
The Company may redeem the 2032 Notes, at its option, in whole or in part, at any time and from time to time prior to May 15,
2032 (three months prior to the maturity date of the 2032 Notes) (the “2032 Par Call Date”), in principal amounts of $1,000
and integral multiples of $1,000 in excess thereof, provided that the unredeemed portion of a 2032 Note must be in a minimum principal
amount of $2,000, for a redemption price equal to the greater of:


 


(i)  
(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption
Date (assuming the 2032 Notes matured on the 2032 Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate plus 20 basis points, less (b) interest accrued to the Redemption Date, and


 


(ii)  
100% of the principal amount of the 2032 Notes to be redeemed,


 


plus, in
each case, accrued and unpaid interest to, but excluding, the Redemption Date.


 


(d)  
The Company may redeem the 2032 Notes, at its option, in whole or in part, at any time and from time to time on or after the 2032
Par Call Date, in principal amounts of $1,000 and integral multiples of $1,000 in excess thereof, provided that the unredeemed portion
of a 2032 Note must be in a minimum principal amount of $2,000, at a redemption price equal to 100% of the principal amount of the 2032
Notes being redeemed plus accrued and unpaid interest to the Redemption Date.


 


(e)  
The Company may redeem the 2052 Notes, at its option, in whole or in part, at any time and from time to time prior to February
15, 2052 (six months prior to the maturity date of the 2052 Notes) (the “2052 Par Call Date”), in principal amounts of $1,000
and integral multiples of $1,000 in excess thereof, provided that the unredeemed portion of a 2052 Note must be in a minimum principal
amount of $2,000, for a redemption price equal to the greater of:


 


(i)  
(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption
Date (assuming the 2052 Notes matured on the 2052 Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the


 




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Treasury
Rate plus 25 basis points, less (b) interest accrued to the Redemption Date, and


 


(ii)  
100% of the principal amount of the 2052 Notes to be redeemed,


 


plus, in
each case, accrued and unpaid interest to, but excluding, the Redemption Date.


 


(f)  
The Company may redeem the 2052 Notes, at its option, in whole or in part, at any time and from time to time on or after the 2052
Par Call Date, in principal amounts of $1,000 and integral multiples of $1,000 in excess thereof, provided that the unredeemed portion
of a 2052 Note must be in a minimum principal amount of $2,000, at a redemption price equal to 100% of the principal amount of the 2052
Notes being redeemed plus accrued and unpaid interest to the Redemption Date.


 


(g)  
The Company may redeem the 2062 Notes, at its option, in whole or in part, at any time and from time to time prior to February
15, 2062 (six months prior to the maturity date of the 2062 Notes) (the “2062 Par Call Date”), in principal amounts of $1,000
and integral multiples of $1,000 in excess thereof, provided that the unredeemed portion of a 2062 Note must be in a minimum principal
amount of $2,000, for a redemption price equal to the greater of:


 


(i)  
(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption
Date (assuming the 2062 Notes matured on the 2062 Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate plus 25 basis points, less (b) interest accrued to the Redemption Date, and


 


(ii)  
100% of the principal amount of the 2062 Notes to be redeemed,


 


plus, in
each case, accrued and unpaid interest to, but excluding, the Redemption Date.


 


(h)  
The Company may redeem the 2062 Notes, at its option, in whole or in part, at any time and from time to time on or after the 2062
Par Call Date, in principal amounts of $1,000 and integral multiples of $1,000 in excess thereof, provided that the unredeemed portion
of a 2062 Note must be in a minimum principal amount of $2,000, at a redemption price equal to 100% of the principal amount of the 2062
Notes being redeemed plus accrued and unpaid interest to the Redemption Date.


 


(i)  
With respect to any redemption of the Notes of any Series occurring prior to the applicable Par Call Date, the Company shall give
the Trustee notice of the related redemption price promptly after the calculation thereof and the Trustee shall not have any responsibility
for such calculation.


 




    10 


     


    

Article
Five



MISCELLANEOUS


 


Section 5.01.  
Governing Laws; Waiver of Jury Trial.


 


THIS SUPPLEMENTAL
INDENTURE AND EACH NOTE SHALL BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH STATE, INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5- 1402 OF THE NEW YORK
GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(b).


 


EACH OF THE COMPANY
AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.


 


Section 5.02.  
No Adverse Interpretation of Other Agreements.


 


This Supplemental
Indenture may not be used to interpret another indenture (other than the Base Indenture), loan or debt agreement of the Company or a
Subsidiary. Any such indenture, loan or debt agreement may not be used to interpret this Supplemental Indenture (other than the Base
Indenture).


 


Section 5.03.  
Successors and Assigns.


 


All agreements of
the Company in this Supplemental Indenture and the Notes shall bind its successor. All agreements of the Trustee in this Supplemental
Indenture shall bind its successor.


 


Section 5.04.  
Severability.


 


In case any provision
in this Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 5.05.  
Force Majeure.


 


In no event shall
the Trustee or any Agent be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out
of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents,
acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or
malfunctions of utilities, communications or computer (software and hardware) services; it being understood that


 




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the Trustee and such
Agent shall use reasonable efforts that are consistent with accepted practices in the banking industry to resume performance as soon
as practicable under the circumstances.


 


Section 5.06.  
Table of Contents, Headings, Etc.


 


The Table of Contents,
Cross Reference Table, and headings of the Articles and Sections of this Supplemental Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.


 


Section 5.07.  
Counterparts. This Supplemental Indenture may be executed in any number of counterparts and by the parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and
the same agreement. Delivery of an executed counterpart of a signature page of this Supplemental Indenture by facsimile or other electronic
imaging means shall be effective as delivery of a manually executed counterpart of this Indenture.


 


The Trustee shall
not have any duty to confirm that the person sending any notice, instruction or other communication by electronic transmission (including
by e-mail, facsimile transmission, web portal or other electronic methods) is, in fact, a person authorized to do so. Electronic signatures
believed by the Trustee to comply with the ESIGN Act of 2000 or other applicable law (including electronic images of handwritten signatures
and digital signatures provided by DocuSign, Orbit, Adobe Sign or any other digital signature provider acceptable to the Trustee) shall
be deemed original signatures for all purposes. The Company assumes all risks arising out of the use of electronic signatures and electronic
methods to send communications to the Trustee, including without limitation the risk of the Trustee acting on an unauthorized communication,
and the risk of interception or misuse by third parties.


 


Section 5.08.  
Confirmation of Indenture. The Base Indenture, as supplemented and amended by this Supplemental Indenture, is in all respects
ratified and confirmed, and the Base Indenture, this Supplemental Indenture and all indentures supplemental thereto with respect to the
Notes shall be read, taken and construed as one and the same instrument. 


 


Section 5.09.  
Trustee Disclaimer. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture
other than as to the validity of its execution and delivery by the Trustee. The recitals and statements herein are deemed to be those
of the Company and not the Trustee.


 




    12 


     


    

SIGNATURES


 


IN WITNESS WHEREOF,
the parties have caused this Supplemental Indenture to be duly executed, all as of the date first above


 


	 	META PLATFORMS, INC.
	 	 
	 	 
	 	By:	/s/ David M. Wehner
	 	 	Name:	David M. Wehner
	 	 	Title:	Chief Financial Officer



 


[Signature Page
to Supplemental Indenture]




     


     


    

	U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,	 
	as Trustee	 
	 	 	 
	 	 	 
	By:	/s/ David Jason              	 
	Name:	David Jason 	 
	Title:	Vice President 	 


 


[Signature Page
to Supplemental Indenture]


 




     


     


    

Appendix A


 


PROVISIONS
RELATING TO INITIAL NOTES

AND EXCHANGE NOTES


 


1.
Definitions


 


1.1  
Definitions


 


For the purposes
of this Appendix A the following terms shall have the meanings indicated below. Capitalized terms used but not defined herein have the
meanings ascribed to such terms in the Indenture. To the extent terms defined herein differ from the Indenture the terms defined herein
will govern.


 


“Additional
Interest” means additional interest owed to the Holders pursuant to a Registration Rights Agreement.


 


“Additional
Notes” means any Notes of any Series issued under the Indenture in addition to the Original Notes of such Series, including
any Exchange Notes issued in exchange for such Additional Notes, having the same terms in all respects as the Original Notes of such
Series, or in all respects except with respect to interest paid or payable on or prior to the first interest payment date after the issuance
of such Additional Notes.


 


“Agent
Member” means a member of, or a participant in, the Depositary.


 


“Certificated
Note” means a Note in registered individual form without interest coupons.


 


“Depositary”
means the depositary of each Global Note, which initially will be DTC.


 


“DTC”
means The Depository Trust Company, a New York corporation, and its successors.


 


“Exchange
Notes” means the Notes of any Series issued pursuant to the Indenture in exchange for, and in an aggregate principal amount
equal to, the Initial Notes or any Initial Additional Notes of such Series, in compliance with the terms of a Registration Rights Agreement
and containing terms substantially identical to the Initial Notes or any Initial Additional Notes of such Series (except that (i) such
Exchange Notes will be registered under the Securities Act and will not be subject to transfer restrictions or bear the Restricted Legend,
and (ii) the provisions relating to Additional Interest will be eliminated).


 


“Global
Note” means a Note in registered global form without interest coupons.


 


“Holder”
or “Noteholder” means the registered holder of any Note.


 




    Ex-A-1


     


    

“Initial
Additional Notes” means Additional Notes issued in an offering not registered under the Securities Act and any Notes issued
in replacement thereof, but not including any Exchange Notes issued in exchange therefor.


 


“Initial
Notes” means the Notes of each Series issued on the Issue Date and any Notes issued in replacement thereof, but not including
any Exchange Notes issued in exchange therefor.


 


“Initial
Purchasers” means the initial purchasers party to a purchase agreement with the Company relating to the sale of the Notes or
Additional Notes by the Company.


 


“Issue
Date” means the date on which the Original Notes are originally issued under the Indenture.


 


“Notes”
has the meaning assigned to such terms in the Recitals of this Supplemental Indenture.


 


“Offshore
Global Note” means a Global Note representing Notes issued and sold pursuant to Regulation S.


 


“Original
Notes” means the Initial Notes of each Series and any Exchange Notes issued in exchange therefor.


 


“Person”
means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity, including
a government or political subdivision or an agency or instrumentality thereof.


 


“Registration
Rights Agreement” means (i) the Registration Rights Agreement dated on or about the Issue Date between the Company and the
Initial Purchasers party thereto with respect to the Initial Notes, and (ii) with respect to any Additional Notes, any registration rights
agreements between the Company and the Initial Purchasers party thereto relating to rights given by the Company to the purchasers of
Additional Notes to register such Additional Notes or exchange them for Notes registered under the Securities Act.


 


“Regulation
S” means Regulation S under the Securities Act.


 


“Regulation
S Certificate” means a certificate substantially in the form of Exhibit F hereto.


 


“Restricted
Legend” means the legend set forth in Exhibit E hereto.


 


“Restricted
Period” means the period beginning on the date hereof and ending 40 days thereafter.


 


“Rule 144A”
means Rule 144A under the Securities Act.


 




    A-2


     


    

“Rule 144A
Certificate” means (i) a certificate substantially in the form of Exhibit G hereto or (ii) a written certification addressed
to the Company and the Trustee to the effect that the Person making such certification (x) is acquiring such Note (or beneficial interest)
for its own account or one or more accounts with respect to which it exercises sole investment discretion and that it and each such account
is a qualified institutional buyer within the meaning of Rule 144A, (y) is aware that the transfer to it or exchange, as applicable,
is being made in reliance upon the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A and (z) acknowledges
that it has received such information regarding the Company as it has requested pursuant to Rule 144A(d)(4) or has determined not to
request such information.


 


“Securities
Act” means the Securities Act of 1933.


 


“U.S. Global
Note” means a Global Note that bears the Restricted Legend representing Notes issued and sold pursuant to Rule 144A.


 


SECTION 2.1. Restricted
Legend. (a) Except as otherwise provided in paragraph (c), each Global Note representing Notes originally sold by the Initial Purchasers
in accordance with Rule 144A will bear the Restricted Legend.


 


(b) Except as otherwise
provided in paragraph (c), Section 2.2(b)(3), (b)(5) or (c) or Section 2.3(b)(4), each Certificated Note will bear the Restricted Legend.


 


(c) (1) If the Company
determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note
is eligible for resale pursuant to Rule 144 under the Securities Act (or a successor provision) without the need for current public information
and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial
interest therein) are effected in compliance with the Securities Act,


 


or (2) after an
Initial Note or any Initial Additional Note is (x) sold pursuant to an effective registration statement under the Securities Act, pursuant
to the Registration Rights Agreement or otherwise, or (y) is validly tendered for exchange into an Exchange Note pursuant to an Exchange
Offer,


 


the Company may instruct the Trustee
to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name
of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.


 


(d) By its acceptance
of any Note bearing the Restricted Legend (or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial
interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture
and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with the
Indenture and such legend.


 




    A-3


     


    

SECTION 2.2. Restrictions
on Transfer and Exchange. (a) The transfer or exchange of any Note (or a beneficial interest therein) may only be made in accordance
with this Section and Section 2.3 and, in the case of a Global Note (or a beneficial interest therein), the applicable rules and procedures
of the Depositary. The Trustee shall refuse to register any requested transfer or exchange that does not comply with the preceding sentence.


 


(b) Subject to paragraph
(c), the transfer or exchange of any Note (or a beneficial interest therein) of the type set forth in column A below for a Note (or a
beneficial interest therein) of the type set forth opposite in column B below may only be made in compliance with the certification requirements
(if any) described in the clause of this paragraph set forth opposite in column C below.


 


	A	B	C
	U.S. Global Note	U.S. Global Note	(1)
	U.S. Global Note	Offshore Global Note	(2)
	U.S. Global Note	Certificated Note	(3)
	Offshore Global Note	U.S. Global Note	(4)
	Offshore Global Note	Offshore Global Note	(1)
	Offshore Global Note	Certificated Note	(5)
	Certificated Note	U.S. Global Note	(4)
	Certificated Note	Offshore Global Note	(2)
	Certificated Note	Certificated Note	(3)


 


		(1)	No certification is required.



 


		(2)	The Person requesting the transfer or
                                            exchange must deliver or cause to be delivered to the Trustee a duly completed Regulation
                                            S Certificate; provided that if the requested transfer or exchange is made by the
                                            Holder of a Certificated Note that does not bear the Restricted Legend, then no certification
                                            is required.



 


		(3)	The Person requesting the transfer or
                                            exchange must deliver or cause to be delivered to the Trustee (x) a duly completed Rule 144A
                                            Certificate or (y) a duly completed Regulation S Certificate and/or an Opinion of Counsel
                                            and such other certifications and evidence as the Company may reasonably require in order
                                            to determine that the proposed transfer or exchange is being made in compliance with the
                                            Securities Act and any applicable securities laws of any state of the United States; provided
                                            that if the requested transfer or exchange is made by the Holder of a Certificated Note
                                            that does not bear the Restricted Legend, then no certification is



 




    A-4


     


    

required.
In the event that (i) the requested transfer or exchange takes place after the Restricted Period and a duly completed Regulation S Certificate
is delivered to the Trustee or (ii) a Certificated Note that does not bear the Restricted Legend is surrendered for transfer or exchange,
upon transfer or exchange the Trustee will deliver a Certificated Note that does not bear the Restricted Legend.


 


		(4)	The Person requesting the transfer or
                                            exchange must deliver or cause to be delivered to the Trustee a duly completed Rule 144A
                                            Certificate.



 


		(5)	If the requested transfer or exchange
                                            takes place during the Restricted Period, the person requesting the transfer or exchange
                                            must deliver or cause to be delivered to the Trustee a duly completed Rule 144A Certificate
                                            and/or an Opinion of Counsel and such other certifications and evidence as the Company may
                                            reasonably require in order to determine that the proposed transfer or exchange is being
                                            made in compliance with the Securities Act and any applicable securities laws of any state
                                            of the United States. If the requested transfer or exchange takes place after the Restricted
                                            Period, no certification is required and the Trustee will deliver a Certificated Note that
                                            does not bear the Restricted Legend.



 


(c) No certification
is required in connection with any transfer or exchange of any Note (or a beneficial interest therein)


 


(1) after
such Note is eligible for resale pursuant to Rule 144 under the Securities Act (or a successor provision) without the need for current
public information, provided that the Company has provided the Trustee with an Officer’s Certificate to that effect, and
the Company may require from any Person requesting a transfer or exchange in reliance upon this clause (1) an opinion of counsel and
any other reasonable certifications and evidence in order to support such certificate; or


 


(2)(x) sold
pursuant to an effective registration statement, pursuant to the Registration Rights Agreement or otherwise or (y) which is validly tendered
for exchange into an Exchange Note pursuant to an Exchange Offer.


 


Any Certificated
Note delivered in reliance upon this paragraph will not bear the Restricted Legend.


 


(d) The Trustee
will retain copies of all certificates, opinions and other documents received in connection with the transfer or exchange of a Note (or
a beneficial interest therein), and the Company will have the right to inspect and make copies thereof at any reasonable time upon written
notice to the Trustee.


 


SECTION 2.3. Registration,
Transfer and Exchange. (a) Registered Form Only. The Notes will be issued in registered form only.


 




    A-5


     


    

(b) Global Notes.
(1) Each Global Note will be registered in the name of the Depositary or its nominee and, so long as DTC is serving as the Depositary
thereof, will bear the following legend:


 


Unless
this certificate is presented by an authorized representative of The Depository Trust Company (the “depositary”),
to the Company or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name
of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment 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 a beneficial interest herein.


 


(2) Each Global
Note will be delivered to the Trustee as custodian for the Depositary. Transfers of a Global Note (but not a beneficial interest therein)
will be limited to transfers thereof in whole, but not in part, to the Depositary, its successors or their respective nominees, except
(1) as set forth in Section 2.3(b)(4) and (2) transfers of portions thereof in the form of Certificated Notes may be made upon request
of an Agent Member (for itself or on behalf of a beneficial owner) by written notice given to the Trustee or on behalf of the Depositary
in accordance with customary procedures of the Depositary and in compliance with this Section and Section 2.2.


 


(3) Agent Members
will have no rights under the Indenture with respect to any Global Note held on their behalf by the Depositary, and the Depositary may
be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note
for all purposes whatsoever. Notwithstanding the foregoing, the Depositary or its nominee may grant proxies and otherwise authorize any
Person (including any Agent Member and any Person that holds a beneficial interest in a Global Note through an Agent Member) to take
any action which a Holder is entitled to take under the Indenture or the Notes, and nothing herein will impair, as between the Depositary
and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any security.


 


(4) If (x) the Depositary
notifies the Company that it is unwilling or unable to continue as Depositary for a Global Note and a successor depositary is not appointed
by the Company within 90 days of the notice or (y) an Event of Default has occurred and is continuing and the Trustee has received a
request from the Depositary, the Trustee will


 




    A-6


     


    

promptly exchange
each beneficial interest in the Global Note for one or more Certificated Notes in authorized denominations having an equal aggregate
principal amount registered in the name of the owner of such beneficial interest, as identified to the Trustee by the Depositary, and
thereupon the Global Note will be deemed canceled. If such Note was an Offshore Global Note, then the Certificated Notes issued in exchange
therefor will not bear the Restricted Legend.


 


(c) Certificated
Notes. Each Certificated Note will be registered in the name of the Holder thereof or its nominee.


 


(d) Transfers
and Exchanges Generally. A Holder may transfer a Note (or a beneficial interest therein) to another Person or exchange a Note (or
a beneficial interest therein) for another Note or Notes of any authorized denomination by presenting to the Trustee a written request
therefor stating the name of the proposed transferee or requesting such an exchange, accompanied by any certification, opinion or other
document required by Section 2.2. The Trustee will promptly register any such transfer or exchange that meets the requirements of this
Section by noting the same in the register maintained by the Trustee for the purpose; provided that (x) no transfer or exchange
will be effective until the transfer or exchange is registered in such register and (y) the Trustee will not be required (i) to issue,
register the transfer of or exchange any Note for a period of 15 days before a selection of Notes to be redeemed or purchased pursuant
to an Offer to Purchase, (ii) to register the transfer of or exchange any Note so selected for redemption or purchase in whole or in
part, except, in the case of a partial redemption (or purchase), that portion of any Note not being redeemed or purchased, or (iii) if
a redemption or a purchase pursuant to an Offer to Purchase is to occur after a Regular Record Date but on or before the corresponding
Interest Payment Date, to register the transfer of or exchange any Note on or after the Regular Record Date and before the date of redemption
or purchase. Prior to the registration of any transfer, the Company, the Trustee and their agents will treat the person in whose name
the Note is registered as the owner and Holder thereof for all purposes (whether or not the Note is overdue), and will not be affected
by notice to the contrary.


 


From time to time
the Company will execute and the Trustee will authenticate additional Notes as necessary in order to permit the registration of a transfer
or exchange in accordance with this Section.


 


No service charge
will be imposed in connection with any transfer or exchange of any Note, but the Company may require payment of a sum sufficient to cover
any transfer tax or similar governmental charge payable in connection therewith (other than a transfer tax or other similar governmental
charge payable upon exchange pursuant to paragraph (b)(4)).


 


(e) Procedures
to Be Followed by the Trustee. (1) Global Note to Global Note. If a beneficial interest in a Global Note is transferred or
exchanged for a beneficial interest in another Global Note, the Trustee will (x) record a decrease in the principal amount of the Global
Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the
principal amount of the other


 




    A-7


     


    

Global Note. Any beneficial
interest in one Global Note that is transferred to a Person who takes delivery in the form of an interest in another Global Note, or
exchanged for an interest in another Global Note, will, upon transfer or exchange, cease to be an interest in such Global Note and become
an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any,
and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest.


 


(2) Global Note
to Certificated Note. If a beneficial interest in a Global Note is transferred or exchanged for a Certificated Note, the Trustee
will (x) record a decrease in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and
(y) deliver one or more new Certificated Notes in authorized denominations having an equal aggregate principal amount to the transferee
(in the case of a transfer) or the owner of such beneficial interest (in the case of an exchange), registered in the name of such transferee
or owner, as applicable.


 


(3) Certificated
Note to Global Note. If a Certificated Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will
(x) cancel such Certificated Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of
such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled
Certificated Note, deliver to the Holder thereof one or more new Certificated Notes in authorized denominations having an aggregate principal
amount equal to the untransferred or unexchanged portion of the canceled Certificated Note, registered in the name of the Holder thereof.


 


(4) Certificated Note to Certificated
Note. If a Certificated Note is transferred or exchanged for another Certificated Note, the Trustee will (x) cancel the Certificated
Note being transferred or exchanged, (y) deliver one or more new Certificated Notes in authorized denominations having an aggregate principal
amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the
canceled Certificated Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z)
if such transfer or exchange involves less than the entire principal amount of the canceled Certificated Note, deliver to the Holder
thereof one or more new Certificated Notes in authorized denominations having an aggregate principal amount equal to the untransferred
or unexchanged portion of the canceled Certificated Note, registered in the name of the Holder thereof.


 




    A-8


     


    

EXHIBIT A


 


FORM


 


OF


 


3.500% SENIOR NOTE
DUE 2027


 




    Ex-A-1


     


    

[FORM OF FACE OF
NOTE]


 


THE SECURITY (OR ITS PREDECESSOR) EVIDENCED
HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED
THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.
THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT:


 


		(A)	SUCH SECURITY MAY BE OFFERED, RESOLD,
                                            PLEDGED OR OTHERWISE TRANSFERRED, ONLY:



 


		(i)	(a) TO A PERSON WHO THE SELLER REASONABLY
                                            BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES
                                            ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (b)
                                            IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (c) OUTSIDE
                                            THE UNITED STATES TO A NON-U.S. PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
                                            903 OR 904 UNDER THE SECURITIES ACT OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
                                            REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL AND
                                            OTHER CERTIFICATIONS AND DOCUMENTS IF THE ISSUER SO REQUESTS);



 


		(ii)	TO THE ISSUER; OR



 


		(iii)	PURSUANT TO AN EFFECTIVE REGISTRATION
                                            STATEMENT



 


AND, IN EACH CASE, IN ACCORDANCE WITH
ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND IN EACH CASE SUBJECT TO ANY
REQUIREMENT OF LAW THAT THE DISPOSITION OF THIS SECURITY BY THE HOLDER OR BY ANY INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN
ITS OR THEIR CONTROL.


 


THIS SECURITY IS
A REGISTERED GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY
TRUST COMPANY (THE “DEPOSITARY”) OR A NOMINEE OF THE DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED
IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY
NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE


 




    Ex-A-2


     


    

DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY, BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY
OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH A SUCCESSOR DEPOSITARY.


 


Unless
this certificate is presented by an authorized representative of The DeposiTAry, to the Company or its agent for registration of transfer,
exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of the depositAry (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 a beneficial interest herein.


 




    Ex-A-3


     


    

	No. [  ]	$[  ]  
	 	CUSIP No. [144A: 30303M 8B1][RegS:
    U59197 AB6]
	 	ISIN [144A: US30303M8B15 ][RegS:
    USU59197AB66]


 


META PLATFORMS,
INC.


 


3.500% SENIOR
NOTE DUE 2027


 


META PLATFORMS,
INC., a corporation in existence under the laws of the State of Delaware (herein called the “Company,” which term
includes any successor corporation under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay
to Cede & Co. or registered assigns, the principal sum of $[ ] on August 15, 2027 (the “Maturity Date”), and to
pay interest on said principal sum semi-annually on February 15 and August 15, commencing February 15, 2023 (each, an “Interest
Payment Date”), at the rate of 3.500% per annum from August 9, 2022, or from the most recent date in respect of which interest
has been paid or duly provided for, until payment of the principal sum has been made or duly provided for. The interest so payable and
punctually paid or duly provided for on any Interest Payment Date will be paid to the Person in whose name this Note (or one or more
predecessor Securities) is registered at the close of business on the record date for such Interest Payment Date, which shall be the
February 1 and August 1 (whether or not a Business Day (as defined below)) next preceding such Interest Payment Date. If the Company
defaults in a payment of any such interest, it shall pay the defaulted interest, plus, to the extent permitted by law, any interest payable
on the defaulted interest, to the Persons who are Holders on a subsequent special record date. The Company shall fix or cause to be fixed
any such special record date and payment date to the reasonable satisfaction of the Trustee and shall promptly mail or cause to be mailed
or deliver by electronic transmission to each Holder a notice that states the special record date, the payment date and the amount of
defaulted interest to be paid. The Company may pay defaulted interest in any lawful manner.


 


Payment of the principal
of and interest on this Note will be made at the Place of Payment in Dollars as more fully provided in the Indenture.


 


Reference is made
to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth at
this place. Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee by manual signature, this
Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 




    Ex-A-4


     


    

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


 


	Dated:	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 



    Ex-A-5


     


    

TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


This is one of the
Securities of the Series designated therein referred to in the within-mentioned Indenture.


 


	 	U.S. BANK TRUST COMPANY, NATIONAL
    ASSOCIATION, as Trustee
	 	 
	 	 
	 	By:	         
	 	 	Authorized Signatory
	 	 	 
	 	Dated:	 



 



    Ex-A-6


     


    

[FORM OF REVERSE
OF NOTE]


 


META PLATFORMS,
INC.


 


3.500% SENIOR
NOTE DUE 2027


 


This Note is one
of a duly authorized issue of debentures, notes or other debt instruments of the Company (herein called the “Securities”),
issued and to be issued in one or more Series under an Indenture dated as of August 9, 2022 (the “Base Indenture”),
as supplemented by the First Supplemental Indenture dated as of August 9, 2022 (the “First Supplemental Indenture”
and, together with the Base Indenture, the “Indenture”), between the Company and U.S. Bank Trust Company, National
Association, as Trustee (herein called the “Trustee”, which term includes any successor Trustee under the Indenture),
to which Indenture and any other supplemental indenture thereto reference is hereby made for a statement of the respective rights thereunder
of the Company, the Trustee, and the Holders of the Securities, the terms upon which the Securities are, and are to be, authenticated
and delivered, and the definition of capitalized terms used herein and not otherwise defined herein. The Securities may be issued in
one or more Series, which different Series may be issued in various aggregate principal amounts, may be denominated in different currencies,
may mature at different times, may bear interest (if any) at different rates (which rates may be fixed or variable), may be subject to
different redemption provisions (if any), may be subject to different sinking, purchase, or analogous funds (if any), may be subject
to different covenants and Events of Default, and may otherwise vary as provided in the Indenture. This Note is one of a Series of Securities
of the Company designated as set forth on the face hereof (herein called the “2027 Notes”), initially limited in aggregate
principal amount to $2,750,000,000.


 


Interest on the
2027 Notes will be payable semi-annually in arrears on each Interest Payment Date. If any Interest Payment Date, the Maturity Date or
any earlier repayment date falls on a day that is not a Business Day, then payment of interest and/or principal that would otherwise
be payable on such date will be made on the next succeeding Business Day. No interest will accrue on the amount so payable for the period
from such Interest Payment Date, Maturity Date or earlier repayment date, as the case may be, to the date payment is made. Interest on
the 2027 Notes will be paid on the basis of a 360-day year consisting of twelve 30-day months.


 


The Company may
redeem the 2027 Notes, at its option, in whole or in part, at any time and from time to time prior to July 15, 2027 (one month prior
to the maturity date of the 2027 Notes) (the “2027 Par Call Date”), in principal amounts of $1,000 and integral multiples
of $1,000 in excess thereof, provided that the unredeemed portion of a 2027 Note must be in a minimum principal amount of $2,000, for
a redemption price equal to the greater of:


 


(i) the
sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming
the 2027 Notes matured on the 2027 Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate plus 15 basis points, less (b) interest accrued to the Redemption Date, and


 


(ii) 100%
of the principal amount of the 2027 Notes to be redeemed,


 




    Ex-A-7


     


    

plus, in each case, accrued
and unpaid interest to, but excluding, the Redemption Date.


 


The Company may
redeem the 2027 Notes, at its option, in whole or in part, at any time and from time to time on or after the 2027 Par Call Date, in principal
amounts of $1,000 and integral multiples of $1,000 in excess thereof, provided that the unredeemed portion of a 2027 Note must be in
a minimum principal amount of $2,000, at a redemption price equal to 100% of the principal amount of the 2027 Notes being redeemed plus
accrued and unpaid interest to the Redemption Date.


 


The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company
and the rights of the Holders of the Securities of each Series under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of at least a majority in aggregate principal amount of the outstanding Securities of each Series to be affected
by such amendment or modification. The Indenture also contains provisions permitting the Holders of at least a majority in principal
amount of the outstanding Securities of each Series to be affected by such waiver, on behalf of the Holders of Securities of such Series,
to waive compliance by the Company with certain provisions of the Indenture or the Securities with respect to such Series. Once effective,
any such consent or waiver by the Holder of this 2027 Note shall be conclusive and binding upon such Holder and upon all future Holders
of this 2027 Note and of any 2027 Note issued upon registration of transfer hereof or in exchange herefor or in lieu hereof, whether
or not notation of such consent or waiver is made upon this 2027 Note.


 


The Indenture contains
provisions setting forth certain conditions to the institution of proceedings by Holders of Securities with respect to the Indenture
or for any remedy under the Indenture.


 


If an Event of Default
with respect to the 2027 Notes occurs and is continuing, the principal amount hereof may become immediately due and payable in the manner
and with the effect provided in the Indenture.


 


No reference herein
to the Indenture and no provision of this 2027 Note or of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this 2027 Note at the times, place and rate, and in the coin or currency,
herein prescribed.


 


As provided in the
Indenture and subject to certain limitations therein set forth, the transfer of this 2027 Note is registerable in the Security register,
upon surrender of this 2027 Note for registration of transfer at the office or agency of the Company duly endorsed, or accompanied by
a written instrument or instruments of transfer in form satisfactory to the Company duly executed, by the Holder hereof or his attorney
duly authorized in writing, and thereupon the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new 2027 Notes of the same Series of any authorized denominations and of a like aggregate
principal amount and bearing such restrictive legends as may be required by the Indenture.


 


The 2027 Notes are
issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided
in the Indenture and subject to certain limitations therein set forth, this 2027 Note may be exchanged for other


 




    Ex-A-8


     


    

Securities of the
same Series of any authorized denominations and of a like aggregate principal amount, upon surrender of this 2027 Note at the office
or agency of the Company.


 


No service charge
shall be made for any such registration or transfer or exchange, but the Company or the Trustee may require payment of a sum sufficient
to cover any tax, assessment or other governmental charge that may be imposed in connection therewith.


 


Prior to the presentment
of this 2027 Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may deem and treat
the Person in whose name this 2027 Note is registered on the Security register as the absolute owner hereof for the purpose of receiving
payment as herein provided and for all other purposes, whether or not this 2027 Note is overdue, and neither the Company, the Trustee,
nor any agent of the Company or the Trustee shall be affected by notice to the contrary.


 


The Company may,
without the consent of the existing holders of the 2027 Notes, issue additional 2027 Notes of this Series having the same terms (except
the issue date, the date from which interest accrues and, in some cases, the first interest payment date) so that existing 2027 Notes
and additional 2027 Notes form the same series under the Indenture, provided, however, that if any such additional 2027 Notes are not
fungible with the existing 2027 Notes for U.S. federal income tax purposes, such additional 2027 Notes will have a separate CUSIP number.


 


This 2027 Note shall
be governed by and interpreted in accordance with the laws of the State of New York.


 


All terms used in
this 2027 Note which are defined in the Indenture and are not otherwise defined herein shall have the meanings assigned to them in the
Indenture.


 




    Ex-A-9


     


    

[FORM OF TRANSFER
NOTICE]


 


FOR VALUE RECEIVED,
the undersigned hereby sell(s), assign(s) and transfer(s) unto


 





 






 









[PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER OF ASSIGNEE]


 





 





 


 





 


 


[PLEASE PRINT OR TYPE NAME AND
ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]


 


the within Note and all rights thereunder,
hereby irrevocably constituting and appointing _________________________ attorney to transfer such Note on the books of the Company,
with full power of substitution in the premises.


 


Dated: _______________________


 


NOTICE: The signature to this assignment
must correspond with the name as written upon the face of the within Note in every particular without alteration or enlargement or any
change whatsoever.


 




    Ex-A-10


     


    

[THE FOLLOWING PROVISION TO BE INCLUDED
ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND]


 


In connection with
any transfer of this Note occurring prior to ____________________, the undersigned confirms that such transfer is made without utilizing
any general solicitation or general advertising and further as follows:


 


Check One


 


	☐(1)
    This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities
    Act of 1933, as amended and certification in the form of Exhibit G to the Indenture is being furnished herewith.
	☐ (2)
    This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of
    1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit F to the Indenture is being furnished
    herewith.
	or
	☐(3)
    This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with
    the conditions of transfer set forth in this Note and the Indenture.


If none of the foregoing
boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and
until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied.


 


Date: _________________


 





	 	 
	 	Seller



 


 


	 	By:	 


 


NOTICE: The signature to this
assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration
or any change whatsoever.


 




    Ex-A-11


     


    

	Signature Guarantee:1	 	 
	 	By:

    
	 
	 	 	To be executed by an executive officer

    




 


 


 






 









1 Signatures must be guaranteed by an
“eligible guarantor institution” meeting the requirements of the Trustee, which requirements include membership or
participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature
guarantee program” as may be determined by the Trustee in addition to, or in substitution for, STAMP, all in accordance with
the Securities Exchange Act of 1934, as amended.


 






    Ex-A-12


     


    

SCHEDULE
OF EXCHANGES OF NOTES


 


The following increases or decreases
of this Global Note have been made:


 


	Date
    of Exchange

    	Amount
    of decrease in principal amount of this Global Note

    	Amount
    of increase in principal amount of this Global Note

    	Principal
amount of this Global Note following such decrease (or increase)
	Signature
of authorized officer of Trustee

	 	 	 	 	 



 



    Ex-A-13


     


    

EXHIBIT B


 


FORM


 


OF


 


3.850% SENIOR NOTE
DUE 2032


 




    Ex-B-1


     


    

[FORM OF FACE OF
NOTE]


 


THE SECURITY (OR ITS PREDECESSOR) EVIDENCED
HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED
THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.
THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT:


 


		(A)	SUCH SECURITY MAY BE OFFERED, RESOLD,
                                            PLEDGED OR OTHERWISE TRANSFERRED, ONLY:



 


		(i)	(a) TO A PERSON WHO THE SELLER REASONABLY
                                            BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES
                                            ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (b)
                                            IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (c) OUTSIDE
                                            THE UNITED STATES TO A NON-U.S. PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
                                            903 OR 904 UNDER THE SECURITIES ACT OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
                                            REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL AND
                                            OTHER CERTIFICATIONS AND DOCUMENTS IF THE ISSUER SO REQUESTS);



 


		(ii)	TO THE ISSUER; OR



 


		(iii)	PURSUANT TO AN EFFECTIVE REGISTRATION
                                            STATEMENT



 


AND, IN EACH CASE, IN ACCORDANCE WITH
ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND IN EACH CASE SUBJECT TO ANY
REQUIREMENT OF LAW THAT THE DISPOSITION OF THIS SECURITY BY THE HOLDER OR BY ANY INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN
ITS OR THEIR CONTROL.


 


THIS SECURITY IS
A REGISTERED GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY
TRUST COMPANY (THE “DEPOSITARY”) OR A NOMINEE OF THE DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED
IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY
NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, BY A NOMINEE OF THE


 




    Ex-B-2


     


    

DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
A SUCCESSOR DEPOSITARY.


 


Unless
this certificate is presented by an authorized representative of The DeposiTAry, to the Company or its agent for registration of transfer,
exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of the depositAry (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 a beneficial interest herein.


 




    Ex-B-3


     


    

	No. [  ]
    	$[  ]  
	 	CUSIP No. [144A: 30303M 8D7][RegS:
    U59197 AD2]
	 	ISIN [144A: US30303M8D70][RegS:
    USU59197AD23]


 


META PLATFORMS,
INC.


 


3.850% SENIOR
NOTE DUE 2032


 


META PLATFORMS,
INC., a corporation in existence under the laws of the State of Delaware (herein called the “Company,” which term
includes any successor corporation under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay
to Cede & Co. or registered assigns, the principal sum of $[ ] on August 15, 2032 (the “Maturity Date”), and to
pay interest on said principal sum semi-annually on February 15 and August 15, commencing February 15, 2023 (each, an “Interest
Payment Date”), at the rate of 3.850% per annum from August 9, 2022, or from the most recent date in respect of which interest
has been paid or duly provided for, until payment of the principal sum has been made or duly provided for. The interest so payable and
punctually paid or duly provided for on any Interest Payment Date will be paid to the Person in whose name this Note (or one or more
predecessor Securities) is registered at the close of business on the record date for such Interest Payment Date, which shall be the
February 1 and August 1 (whether or not a Business Day (as defined below)) next preceding such Interest Payment Date. If the Company
defaults in a payment of any such interest, it shall pay the defaulted interest, plus, to the extent permitted by law, any interest payable
on the defaulted interest, to the Persons who are Holders on a subsequent special record date. The Company shall fix or cause to be fixed
any such special record date and payment date to the reasonable satisfaction of the Trustee and shall promptly mail or cause to be mailed
or deliver by electronic transmission to each Holder a notice that states the special record date, the payment date and the amount of
defaulted interest to be paid. The Company may pay defaulted interest in any lawful manner.


 


Payment of the principal
of and interest on this Note will be made at the Place of Payment in Dollars as more fully provided in the Indenture.


 


Reference is made
to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth at
this place. Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee by manual signature, this
Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 




    Ex-B-4


     


    

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


 


	Dated:	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 



    Ex-B-5


     


    

TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


This is one of the
Securities of the Series designated therein referred to in the within-mentioned Indenture.


 


	 	U.S. BANK TRUST COMPANY, NATIONAL
    ASSOCIATION, as Trustee
	 	 
	 	 
	 	By:	 
	 	 	Authorized Signatory
	 	 	 
	 	Dated:	 



 



    Ex-B-6


     


    

[FORM OF REVERSE
OF NOTE]


 


META PLATFORMS,
INC.


 


3.850% SENIOR
NOTE DUE 2032


 


This Note is one
of a duly authorized issue of debentures, notes or other debt instruments of the Company (herein called the “Securities”),
issued and to be issued in one or more Series under an Indenture dated as of August 9, 2022 (the “Base Indenture”),
as supplemented by the First Supplemental Indenture dated as of August 9, 2022 (the “First Supplemental Indenture”
and, together with the Base Indenture, the “Indenture”), between the Company and U.S. Bank Trust Company, National
Association, as Trustee (herein called the “Trustee”, which term includes any successor Trustee under the Indenture),
to which Indenture and any other supplemental indenture thereto reference is hereby made for a statement of the respective rights thereunder
of the Company, the Trustee, and the Holders of the Securities, the terms upon which the Securities are, and are to be, authenticated
and delivered, and the definition of capitalized terms used herein and not otherwise defined herein. The Securities may be issued in
one or more Series, which different Series may be issued in various aggregate principal amounts, may be denominated in different currencies,
may mature at different times, may bear interest (if any) at different rates (which rates may be fixed or variable), may be subject to
different redemption provisions (if any), may be subject to different sinking, purchase, or analogous funds (if any), may be subject
to different covenants and Events of Default, and may otherwise vary as provided in the Indenture. This Note is one of a Series of Securities
of the Company designated as set forth on the face hereof (herein called the “2032 Notes”), initially limited in aggregate
principal amount to $3,000,000,000.


 


Interest on the
2032 Notes will be payable semi-annually in arrears on each Interest Payment Date. If any Interest Payment Date, the Maturity Date or
any earlier repayment date falls on a day that is not a Business Day, then payment of interest and/or principal that would otherwise
be payable on such date will be made on the next succeeding Business Day. No interest will accrue on the amount so payable for the period
from such Interest Payment Date, Maturity Date or earlier repayment date, as the case may be, to the date payment is made. Interest on
the 2032 Notes will be paid on the basis of a 360-day year consisting of twelve 30-day months.


 


The Company may
redeem the 2032 Notes, at its option, in whole or in part, at any time and from time to time prior to May 15, 2032 (three months prior
to the maturity date of the 2032 Notes) (the “2032 Par Call Date”), in principal amounts of $1,000 and integral multiples
of $1,000 in excess thereof, provided that the unredeemed portion of a 2032 Note must be in a minimum principal amount of $2,000, for
a redemption price equal to the greater of:


 


(i) the
sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming
the 2032 Notes matured on the 2032 Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate plus 20 basis points, less (b) interest accrued to the Redemption Date, and


 


(ii) 100%
of the principal amount of the 2032 Notes to be redeemed,


 




    Ex-B-7


     


    

plus, in each case, accrued
and unpaid interest to, but excluding, the Redemption Date.


 


The Company may
redeem the 2032 Notes, at its option, in whole or in part, at any time and from time to time on or after the 2032 Par Call Date, in principal
amounts of $1,000 and integral multiples of $1,000 in excess thereof, provided that the unredeemed portion of a 2032 Note must be in
a minimum principal amount of $2,000, at a redemption price equal to 100% of the principal amount of the 2032 Notes being redeemed plus
accrued and unpaid interest to the Redemption Date.


 


The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company
and the rights of the Holders of the Securities of each Series under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of at least a majority in aggregate principal amount of the outstanding Securities of each Series to be affected
by such amendment or modification. The Indenture also contains provisions permitting the Holders of at least a majority in principal
amount of the outstanding Securities of each Series to be affected by such waiver, on behalf of the Holders of Securities of such Series,
to waive compliance by the Company with certain provisions of the Indenture or the Securities with respect to such Series. Once effective,
any such consent or waiver by the Holder of this 2032 Note shall be conclusive and binding upon such Holder and upon all future Holders
of this 2032 Note and of any 2032 Note issued upon registration of transfer hereof or in exchange herefor or in lieu hereof, whether
or not notation of such consent or waiver is made upon this 2032 Note.


 


The Indenture contains
provisions setting forth certain conditions to the institution of proceedings by Holders of Securities with respect to the Indenture
or for any remedy under the Indenture.


 


If an Event of Default
with respect to the 2032 Notes occurs and is continuing, the principal amount hereof may become immediately due and payable in the manner
and with the effect provided in the Indenture.


 


No reference herein
to the Indenture and no provision of this 2032 Note or of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this 2032 Note at the times, place and rate, and in the coin or currency,
herein prescribed.


 


As provided in the
Indenture and subject to certain limitations therein set forth, the transfer of this 2032 Note is registerable in the Security register,
upon surrender of this 2032 Note for registration of transfer at the office or agency of the Company duly endorsed, or accompanied by
a written instrument or instruments of transfer in form satisfactory to the Company duly executed, by the Holder hereof or his attorney
duly authorized in writing, and thereupon the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new 2032 Notes of the same Series of any authorized denominations and of a like aggregate
principal amount and bearing such restrictive legends as may be required by the Indenture.


 


The 2032 Notes are
issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided
in the Indenture and subject to certain limitations therein set forth, this 2032 Note may be exchanged for other


 




    Ex-B-8


     


    

Securities of the
same Series of any authorized denominations and of a like aggregate principal amount, upon surrender of this 2032 Note at the office
or agency of the Company.


 


No service charge
shall be made for any such registration or transfer or exchange, but the Company or the Trustee may require payment of a sum sufficient
to cover any tax, assessment or other governmental charge that may be imposed in connection therewith.


 


Prior to the presentment
of this 2032 Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may deem and treat
the Person in whose name this 2032 Note is registered on the Security register as the absolute owner hereof for the purpose of receiving
payment as herein provided and for all other purposes, whether or not this 2032 Note is overdue, and neither the Company, the Trustee,
nor any agent of the Company or the Trustee shall be affected by notice to the contrary.


 


The Company may,
without the consent of the existing holders of the 2032 Notes, issue additional 2032 Notes of this Series having the same terms (except
the issue date, the date from which interest accrues and, in some cases, the first interest payment date) so that existing 2032 Notes
and additional 2032 Notes form the same series under the Indenture, provided, however, that if any such additional 2032 Notes are not
fungible with the existing 2032 Notes for U.S. federal income tax purposes, such additional 2032 Notes will have a separate CUSIP number.


 


This 2032 Note shall
be governed by and interpreted in accordance with the laws of the State of New York.


 


All terms used in
this 2032 Note which are defined in the Indenture and are not otherwise defined herein shall have the meanings assigned to them in the
Indenture.


 




    Ex-B-9


     


    

[FORM OF TRANSFER
NOTICE]


 


FOR VALUE RECEIVED,
the undersigned hereby sell(s), assign(s) and transfer(s) unto


 





 






 









[PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER OF ASSIGNEE]


 





 





 


 





 


 


[PLEASE PRINT OR TYPE NAME AND
ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]


 


the within Note and all rights thereunder,
hereby irrevocably constituting and appointing _________________________ attorney to transfer such Note on the books of the Company,
with full power of substitution in the premises.


 


Dated: _______________________


 


NOTICE: The signature to this assignment
must correspond with the name as written upon the face of the within Note in every particular without alteration or enlargement or any
change whatsoever.


 




    Ex-B-10


     


    

[THE FOLLOWING PROVISION TO BE INCLUDED
ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND]


 


In connection with
any transfer of this Note occurring prior to ____________________, the undersigned confirms that such transfer is made without utilizing
any general solicitation or general advertising and further as follows:


 


Check One


 


	☐(1)
    This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities
    Act of 1933, as amended and certification in the form of Exhibit G to the Indenture is being furnished herewith.
	☐ (2)
    This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of
    1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit F to the Indenture is being furnished
    herewith.
	or
	☐(3)
    This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with
    the conditions of transfer set forth in this Note and the Indenture.


If none of the foregoing
boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and
until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied.


 


Date: _________________


 





	 	 
	 	Seller



 


 


	 	By:	 


 


NOTICE: The signature to this
assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration
or any change whatsoever.


 




    Ex-B-11


     


    

	Signature Guarantee:2	 	 
	 	By:

    
	 
	 	 	To be executed by an executive officer

    




 


 









 









2 Signatures must be guaranteed by an
“eligible guarantor institution” meeting the requirements of the Trustee, which requirements include membership or
participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature
guarantee program” as may be determined by the Trustee in addition to, or in substitution for, STAMP, all in accordance with
the Securities Exchange Act of 1934, as amended.







    Ex-B-12


     


    

SCHEDULE
OF EXCHANGES OF NOTES


 


The following increases or decreases
of this Global Note have been made:


 


	Date
    of Exchange

    	Amount
    of decrease in principal amount of this Global Note

    	Amount
    of increase in principal amount of this Global Note

    	Principal
    amount of this Global Note following such decrease (or increase)

    	Signature
    of authorized officer of Trustee

    
	 	 	 	 	 



 



    Ex-B-13


     


    

Exhibit C


 


FORM


 


OF


 


4.450% SENIOR NOTE
DUE 2052


 




    Ex-C-1


     


    

[FORM OF FACE OF
NOTE]


 


THE SECURITY (OR ITS PREDECESSOR) EVIDENCED
HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED
THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.
THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT:


 


		(A)	SUCH SECURITY MAY BE OFFERED, RESOLD,
                                            PLEDGED OR OTHERWISE TRANSFERRED, ONLY:



 


		(i)	(a) TO A PERSON WHO THE SELLER REASONABLY
                                            BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES
                                            ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (b)
                                            IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (c) OUTSIDE
                                            THE UNITED STATES TO A NON-U.S. PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
                                            903 OR 904 UNDER THE SECURITIES ACT OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
                                            REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL AND
                                            OTHER CERTIFICATIONS AND DOCUMENTS IF THE ISSUER SO REQUESTS);



 


		(ii)	TO THE ISSUER; OR



 


		(iii)	PURSUANT TO AN EFFECTIVE REGISTRATION
                                            STATEMENT



 


AND, IN EACH CASE, IN ACCORDANCE WITH
ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND IN EACH CASE SUBJECT TO ANY
REQUIREMENT OF LAW THAT THE DISPOSITION OF THIS SECURITY BY THE HOLDER OR BY ANY INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN
ITS OR THEIR CONTROL.


 


THIS SECURITY IS
A REGISTERED GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY
TRUST COMPANY (THE “DEPOSITARY”) OR A NOMINEE OF THE DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED
IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY
NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, BY A NOMINEE OF THE


 




    Ex-C-2


     


    

DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
A SUCCESSOR DEPOSITARY.


 


Unless
this certificate is presented by an authorized representative of The DeposiTAry, to the Company or its agent for registration of transfer,
exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of the depositAry (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 a beneficial interest herein.


 




    Ex-C-3


     


    

	No. [  ]	$[  ]  
	 	CUSIP No. [144A: 30303M 8E5][RegS:
    U59197 AE0]
	 	ISIN [144A: US30303M8E53][RegS:
    USU59197AE06]


META PLATFORMS,
INC.


 


4.450% SENIOR
NOTE DUE 2052


 


META PLATFORMS,
INC., a corporation in existence under the laws of the State of Delaware (herein called the “Company,” which term
includes any successor corporation under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay
to Cede & Co. or registered assigns, the principal sum of $[ ] on August 15, 2052 (the “Maturity Date”), and to
pay interest on said principal sum semi-annually on February 15 and August 15, commencing February 15, 2023 (each, an “Interest
Payment Date”), at the rate of 4.450% per annum from August 9, 2022, or from the most recent date in respect of which interest
has been paid or duly provided for, until payment of the principal sum has been made or duly provided for. The interest so payable and
punctually paid or duly provided for on any Interest Payment Date will be paid to the Person in whose name this Note (or one or more
predecessor Securities) is registered at the close of business on the record date for such Interest Payment Date, which shall be the
February 1 and August 1 (whether or not a Business Day (as defined below)) next preceding such Interest Payment Date. If the Company
defaults in a payment of any such interest, it shall pay the defaulted interest, plus, to the extent permitted by law, any interest payable
on the defaulted interest, to the Persons who are Holders on a subsequent special record date. The Company shall fix or cause to be fixed
any such special record date and payment date to the reasonable satisfaction of the Trustee and shall promptly mail or cause to be mailed
or deliver by electronic transmission to each Holder a notice that states the special record date, the payment date and the amount of
defaulted interest to be paid. The Company may pay defaulted interest in any lawful manner.


 


Payment of the principal
of and interest on this Note will be made at the Place of Payment in Dollars as more fully provided in the Indenture.


 


Reference is made
to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth at
this place. Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee by manual signature, this
Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 




    Ex-C-4


     


    

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


 


	Dated:	By:	 
	 	 	Name:
	 	 	Title:



 



    Ex-C-5


     


    

TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


This is one of the
Securities of the Series designated therein referred to in the within-mentioned Indenture.


 


	 	U.S. BANK TRUST COMPANY, NATIONAL
    ASSOCIATION, as Trustee
	 	 
	 	 
	 	By:	 
	 	 	Authorized Signatory
	 	 	 
	 	Dated:	 



 



    Ex-C-6


     


    

[FORM OF REVERSE
OF NOTE]


 


META PLATFORMS,
INC.


 


4.450% SENIOR
NOTE DUE 2052


 


This Note is one
of a duly authorized issue of debentures, notes or other debt instruments of the Company (herein called the “Securities”),
issued and to be issued in one or more Series under an Indenture dated as of August 9, 2022 (the “Base Indenture”),
as supplemented by the First Supplemental Indenture dated as of August 9, 2022 (the “First Supplemental Indenture”
and, together with the Base Indenture, the “Indenture”), between the Company and U.S. Bank Trust Company, National
Association, as Trustee (herein called the “Trustee”, which term includes any successor Trustee under the Indenture),
to which Indenture and any other supplemental indenture thereto reference is hereby made for a statement of the respective rights thereunder
of the Company, the Trustee, and the Holders of the Securities, the terms upon which the Securities are, and are to be, authenticated
and delivered, and the definition of capitalized terms used herein and not otherwise defined herein. The Securities may be issued in
one or more Series, which different Series may be issued in various aggregate principal amounts, may be denominated in different currencies,
may mature at different times, may bear interest (if any) at different rates (which rates may be fixed or variable), may be subject to
different redemption provisions (if any), may be subject to different sinking, purchase, or analogous funds (if any), may be subject
to different covenants and Events of Default, and may otherwise vary as provided in the Indenture. This Note is one of a Series of Securities
of the Company designated as set forth on the face hereof (herein called the “2052 Notes”), initially limited in aggregate
principal amount to $2,750,000,000.


 


Interest on the
2052 Notes will be payable semi-annually in arrears on each Interest Payment Date. If any Interest Payment Date, the Maturity Date or
any earlier repayment date falls on a day that is not a Business Day, then payment of interest and/or principal that would otherwise
be payable on such date will be made on the next succeeding Business Day. No interest will accrue on the amount so payable for the period
from such Interest Payment Date, Maturity Date or earlier repayment date, as the case may be, to the date payment is made. Interest on
the 2052 Notes will be paid on the basis of a 360-day year consisting of twelve 30-day months.


 


The Company may
redeem the 2052 Notes, at its option, in whole or in part, at any time and from time to time prior to February 15, 2052 (six months prior
to the maturity date of the 2052 Notes) (the “2052 Par Call Date”), in principal amounts of $1,000 and integral multiples
of $1,000 in excess thereof, provided that the unredeemed portion of a 2052 Note must be in a minimum principal amount of $2,000, for
a redemption price equal to the greater of:


 


(i) the
sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming
the 2052 Notes matured on the 2052 Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate plus 25 basis points, less (b) interest accrued to the Redemption Date, and


 


(ii) 100%
of the principal amount of the 2052 Notes to be redeemed,


 




    Ex-C-7


     


    

plus, in each case, accrued
and unpaid interest to, but excluding, the Redemption Date.


 


The Company may
redeem the 2052 Notes, at its option, in whole or in part, at any time and from time to time on or after the 2052 Par Call Date, in principal
amounts of $1,000 and integral multiples of $1,000 in excess thereof, provided that the unredeemed portion of a 2052 Note must be in
a minimum principal amount of $2,000, at a redemption price equal to 100% of the principal amount of the 2052 Notes being redeemed plus
accrued and unpaid interest to the Redemption Date.


 


The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company
and the rights of the Holders of the Securities of each Series under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of at least a majority in aggregate principal amount of the outstanding Securities of each Series to be affected
by such amendment or modification. The Indenture also contains provisions permitting the Holders of at least a majority in principal
amount of the outstanding Securities of each Series to be affected by such waiver, on behalf of the Holders of Securities of such Series,
to waive compliance by the Company with certain provisions of the Indenture or the Securities with respect to such Series. Once effective,
any such consent or waiver by the Holder of this 2052 Note shall be conclusive and binding upon such Holder and upon all future Holders
of this 2052 Note and of any 2052 Note issued upon registration of transfer hereof or in exchange herefor or in lieu hereof, whether
or not notation of such consent or waiver is made upon this 2052 Note.


 


The Indenture contains
provisions setting forth certain conditions to the institution of proceedings by Holders of Securities with respect to the Indenture
or for any remedy under the Indenture.


 


If an Event of Default
with respect to the 2052 Notes occurs and is continuing, the principal amount hereof may become immediately due and payable in the manner
and with the effect provided in the Indenture.


 


No reference herein
to the Indenture and no provision of this 2052 Note or of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this 2052 Note at the times, place and rate, and in the coin or currency,
herein prescribed.


 


As provided in the
Indenture and subject to certain limitations therein set forth, the transfer of this 2052 Note is registerable in the Security register,
upon surrender of this 2052 Note for registration of transfer at the office or agency of the Company duly endorsed, or accompanied by
a written instrument or instruments of transfer in form satisfactory to the Company duly executed, by the Holder hereof or his attorney
duly authorized in writing, and thereupon the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new 2052 Notes of the same Series of any authorized denominations and of a like aggregate
principal amount and bearing such restrictive legends as may be required by the Indenture.


 


The 2052 Notes are
issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided
in the Indenture and subject to certain limitations therein set forth, this 2052 Note may be exchanged for other


 




    Ex-C-8


     


    

Securities of the
same Series of any authorized denominations and of a like aggregate principal amount, upon surrender of this 2052 Note at the office
or agency of the Company.


 


No service charge
shall be made for any such registration or transfer or exchange, but the Company or the Trustee may require payment of a sum sufficient
to cover any tax, assessment or other governmental charge that may be imposed in connection therewith.


 


Prior to the presentment
of this 2052 Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may deem and treat
the Person in whose name this 2052 Note is registered on the Security register as the absolute owner hereof for the purpose of receiving
payment as herein provided and for all other purposes, whether or not this 2052 Note is overdue, and neither the Company, the Trustee,
nor any agent of the Company or the Trustee shall be affected by notice to the contrary.


 


The Company may,
without the consent of the existing holders of the 2052 Notes, issue additional 2052 Notes of this Series having the same terms (except
the issue date, the date from which interest accrues and, in some cases, the first interest payment date) so that existing 2052 Notes
and additional 2052 Notes form the same series under the Indenture, provided, however, that if any such additional 2052 Notes are not
fungible with the existing 2052 Notes for U.S. federal income tax purposes, such additional 2052 Notes will have a separate CUSIP number.


 


This 2052 Note shall
be governed by and interpreted in accordance with the laws of the State of New York.


 


All terms used in
this 2052 Note which are defined in the Indenture and are not otherwise defined herein shall have the meanings assigned to them in the
Indenture.


 




    Ex-C-9


     


    

[FORM OF TRANSFER
NOTICE]


 


FOR VALUE RECEIVED,
the undersigned hereby sell(s), assign(s) and transfer(s) unto


 





 






 









[PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER OF ASSIGNEE]


 





 





 


 





 


 


[PLEASE PRINT OR TYPE NAME AND
ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]


 


the within Note and all rights thereunder,
hereby irrevocably constituting and appointing _________________________ attorney to transfer such Note on the books of the Company,
with full power of substitution in the premises.


 


Dated: _______________________


 


NOTICE: The signature to this assignment
must correspond with the name as written upon the face of the within Note in every particular without alteration or enlargement or any
change whatsoever.


 




    Ex-C-10


     


    

[THE FOLLOWING PROVISION TO BE INCLUDED
ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND]


 


In connection with
any transfer of this Note occurring prior to ____________________, the undersigned confirms that such transfer is made without utilizing
any general solicitation or general advertising and further as follows:


 


Check One


 


	☐(1)
    This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities
    Act of 1933, as amended and certification in the form of Exhibit G to the Indenture is being furnished herewith.
	☐ (2)
    This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of
    1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit F to the Indenture is being furnished
    herewith.
	or
	☐(3)
    This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with
    the conditions of transfer set forth in this Note and the Indenture.


If none of the foregoing
boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and
until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied.


 


Date: _________________


 





	 	 
	 	Seller



 


 


	 	By:	 


 


NOTICE: The signature to this
assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration
or any change whatsoever.


 




    Ex-C-11


     


    

	Signature Guarantee:3	 	 
	 	By:

    
	 
	 	 	To be executed by an executive officer

    




 


 









 









3 Signatures must be guaranteed by
an “eligible guarantor institution” meeting the requirements of the Trustee, which requirements include membership
or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature
guarantee program” as may be determined by the Trustee in addition to, or in substitution for, STAMP, all in accordance with
the Securities Exchange Act of 1934, as amended. 


 




    Ex-C-12


     


    

SCHEDULE
OF EXCHANGES OF NOTES


 


The following increases or decreases
of this Global Note have been made:


 


	Date
    of Exchange

    	Amount
    of decrease in principal amount of this Global Note

    	Amount
    of increase in principal amount of this Global Note

    	Principal
    amount of this Global Note following such decrease (or increase)

    	Signature
    of authorized officer of Trustee

    
	 	 	 	 	 



 



    Ex-C-13


     


    

Exhibit D


 


FORM


 


OF


 


4.650% SENIOR NOTE
DUE 2062


 




    Ex-D-1


     


    

[FORM OF FACE OF
NOTE]


 


THE SECURITY (OR ITS PREDECESSOR) EVIDENCED
HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED
THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.
THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT:


 


		(A)	SUCH SECURITY MAY BE OFFERED, RESOLD,
                                            PLEDGED OR OTHERWISE TRANSFERRED, ONLY:



 


		(i)	(a) TO A PERSON WHO THE SELLER REASONABLY
                                            BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES
                                            ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (b)
                                            IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (c) OUTSIDE
                                            THE UNITED STATES TO A NON-U.S. PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
                                            903 OR 904 UNDER THE SECURITIES ACT OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
                                            REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL AND
                                            OTHER CERTIFICATIONS AND DOCUMENTS IF THE ISSUER SO REQUESTS);



 


		(ii)	TO THE ISSUER; OR



 


		(iii)	PURSUANT TO AN EFFECTIVE REGISTRATION
                                            STATEMENT



 


AND, IN EACH CASE, IN ACCORDANCE WITH
ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND IN EACH CASE SUBJECT TO ANY
REQUIREMENT OF LAW THAT THE DISPOSITION OF THIS SECURITY BY THE HOLDER OR BY ANY INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN
ITS OR THEIR CONTROL.


 


THIS SECURITY IS
A REGISTERED GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY
TRUST COMPANY (THE “DEPOSITARY”) OR A NOMINEE OF THE DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED
IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY
NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, BY A NOMINEE OF THE


 




    Ex-D-2


     


    

DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
A SUCCESSOR DEPOSITARY.


 


Unless
this certificate is presented by an authorized representative of The DeposiTAry, to the Company or its agent for registration of transfer,
exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of the depositAry (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 a beneficial interest herein.


 




    Ex-D-3


     


    

	No. [  ]	$[  ]  
	 	CUSIP No. [144A: 30303M 8F2][RegS:
    U59197 AF7]
	 	ISIN [144A: US30303M8F29][RegS:
    USU59197AF70]


 


META PLATFORMS,
INC.


 


4.650% SENIOR
NOTE DUE 2062


 


META PLATFORMS,
INC., a corporation in existence under the laws of the State of Delaware (herein called the “Company,” which term
includes any successor corporation under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay
to Cede & Co. or registered assigns, the principal sum of $[ ] on August 15, 2062 (the “Maturity Date”), and to
pay interest on said principal sum semi-annually on February 15 and August 15, commencing February 15, 2023 (each, an “Interest
Payment Date”), at the rate of 4.650% per annum from August 9, 2022, or from the most recent date in respect of which interest
has been paid or duly provided for, until payment of the principal sum has been made or duly provided for. The interest so payable and
punctually paid or duly provided for on any Interest Payment Date will be paid to the Person in whose name this Note (or one or more
predecessor Securities) is registered at the close of business on the record date for such Interest Payment Date, which shall be the
February 1 and August 1 (whether or not a Business Day (as defined below)) next preceding such Interest Payment Date. If the Company
defaults in a payment of any such interest, it shall pay the defaulted interest, plus, to the extent permitted by law, any interest payable
on the defaulted interest, to the Persons who are Holders on a subsequent special record date. The Company shall fix or cause to be fixed
any such special record date and payment date to the reasonable satisfaction of the Trustee and shall promptly mail or cause to be mailed
or deliver by electronic transmission to each Holder a notice that states the special record date, the payment date and the amount of
defaulted interest to be paid. The Company may pay defaulted interest in any lawful manner.


 


Payment of the principal
of and interest on this Note will be made at the Place of Payment in Dollars as more fully provided in the Indenture.


 


Reference is made
to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth at
this place. Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee by manual signature, this
Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 




    Ex-D-4


     


    

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


 


	Dated:	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 



    Ex-D-5


     


    

TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


This is one of the
Securities of the Series designated therein referred to in the within-mentioned Indenture.


 


	 	U.S. BANK TRUST COMPANY, NATIONAL
    ASSOCIATION, as Trustee
	 	 
	 	 
	 	By:	 
	 	 	Authorized Signatory
	 	 	 
	 	Dated:	 



 



    Ex-D-6


     


    

[FORM OF REVERSE
OF NOTE]


 


META PLATFORMS,
INC.


 


4.650% SENIOR
NOTE DUE 2062


 


This Note is one
of a duly authorized issue of debentures, notes or other debt instruments of the Company (herein called the “Securities”),
issued and to be issued in one or more Series under an Indenture dated as of August 9, 2022 (the “Base Indenture”),
as supplemented by the First Supplemental Indenture dated as of August 9, 2022 (the “First Supplemental Indenture”
and, together with the Base Indenture, the “Indenture”), between the Company and U.S. Bank Trust Company, National
Association, as Trustee (herein called the “Trustee”, which term includes any successor Trustee under the Indenture),
to which Indenture and any other supplemental indenture thereto reference is hereby made for a statement of the respective rights thereunder
of the Company, the Trustee, and the Holders of the Securities, the terms upon which the Securities are, and are to be, authenticated
and delivered, and the definition of capitalized terms used herein and not otherwise defined herein. The Securities may be issued in
one or more Series, which different Series may be issued in various aggregate principal amounts, may be denominated in different currencies,
may mature at different times, may bear interest (if any) at different rates (which rates may be fixed or variable), may be subject to
different redemption provisions (if any), may be subject to different sinking, purchase, or analogous funds (if any), may be subject
to different covenants and Events of Default, and may otherwise vary as provided in the Indenture. This Note is one of a Series of Securities
of the Company designated as set forth on the face hereof (herein called the “2062 Notes”), initially limited in aggregate
principal amount to $1,500,000,000.


 


Interest on the
2062 Notes will be payable semi-annually in arrears on each Interest Payment Date. If any Interest Payment Date, the Maturity Date or
any earlier repayment date falls on a day that is not a Business Day, then payment of interest and/or principal that would otherwise
be payable on such date will be made on the next succeeding Business Day. No interest will accrue on the amount so payable for the period
from such Interest Payment Date, Maturity Date or earlier repayment date, as the case may be, to the date payment is made. Interest on
the 2062 Notes will be paid on the basis of a 360-day year consisting of twelve 30-day months.


 


The Company may
redeem the 2062 Notes, at its option, in whole or in part, at any time and from time to time prior to February 15, 2062 (six months prior
to the maturity date of the 2062 Notes) (the “2062 Par Call Date”), in principal amounts of $1,000 and integral multiples
of $1,000 in excess thereof, provided that the unredeemed portion of a 2062 Note must be in a minimum principal amount of $2,000, for
a redemption price equal to the greater of:


 


(i) the
sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming
the 2062 Notes matured on the 2062 Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate plus 25 basis points, less (b) interest accrued to the Redemption Date, and


 


(ii) 100%
of the principal amount of the 2062 Notes to be redeemed,


 




    Ex-D-7


     


    

plus, in each case, accrued
and unpaid interest to, but excluding, the Redemption Date.


 


The Company may
redeem the 2062 Notes, at its option, in whole or in part, at any time and from time to time on or after the 2062 Par Call Date, in principal
amounts of $1,000 and integral multiples of $1,000 in excess thereof, provided that the unredeemed portion of a 2062 Note must be in
a minimum principal amount of $2,000, at a redemption price equal to 100% of the principal amount of the 2062 Notes being redeemed plus
accrued and unpaid interest to the Redemption Date.


 


The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company
and the rights of the Holders of the Securities of each Series under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of at least a majority in aggregate principal amount of the outstanding Securities of each Series to be affected
by such amendment or modification. The Indenture also contains provisions permitting the Holders of at least a majority in principal
amount of the outstanding Securities of each Series to be affected by such waiver, on behalf of the Holders of Securities of such Series,
to waive compliance by the Company with certain provisions of the Indenture or the Securities with respect to such Series. Once effective,
any such consent or waiver by the Holder of this 2062 Note shall be conclusive and binding upon such Holder and upon all future Holders
of this 2062 Note and of any 2062 Note issued upon registration of transfer hereof or in exchange herefor or in lieu hereof, whether
or not notation of such consent or waiver is made upon this 2062 Note.


 


The Indenture contains
provisions setting forth certain conditions to the institution of proceedings by Holders of Securities with respect to the Indenture
or for any remedy under the Indenture.


 


If an Event of Default
with respect to the 2062 Notes occurs and is continuing, the principal amount hereof may become immediately due and payable in the manner
and with the effect provided in the Indenture.


 


No reference herein
to the Indenture and no provision of this 2062 Note or of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this 2062 Note at the times, place and rate, and in the coin or currency,
herein prescribed.


 


As provided in the
Indenture and subject to certain limitations therein set forth, the transfer of this 2062 Note is registerable in the Security register,
upon surrender of this 2062 Note for registration of transfer at the office or agency of the Company duly endorsed, or accompanied by
a written instrument or instruments of transfer in form satisfactory to the Company duly executed, by the Holder hereof or his attorney
duly authorized in writing, and thereupon the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new 2062 Notes of the same Series of any authorized denominations and of a like aggregate
principal amount and bearing such restrictive legends as may be required by the Indenture.


 


The 2062 Notes are
issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided
in the Indenture and subject to certain limitations therein set forth, this 2062 Note may be exchanged for other


 




    Ex-D-8


     


    

Securities of the
same Series of any authorized denominations and of a like aggregate principal amount, upon surrender of this 2062 Note at the office
or agency of the Company.


 


No service charge
shall be made for any such registration or transfer or exchange, but the Company or the Trustee may require payment of a sum sufficient
to cover any tax, assessment or other governmental charge that may be imposed in connection therewith.


 


Prior to the presentment
of this 2062 Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may deem and treat
the Person in whose name this 2062 Note is registered on the Security register as the absolute owner hereof for the purpose of receiving
payment as herein provided and for all other purposes, whether or not this 2062 Note is overdue, and neither the Company, the Trustee,
nor any agent of the Company or the Trustee shall be affected by notice to the contrary.


 


The Company may,
without the consent of the existing holders of the 2062 Notes, issue additional 2062 Notes of this Series having the same terms (except
the issue date, the date from which interest accrues and, in some cases, the first interest payment date) so that existing 2062 Notes
and additional 2062 Notes form the same series under the Indenture, provided, however, that if any such additional 2062 Notes are not
fungible with the existing 2062 Notes for U.S. federal income tax purposes, such additional 2062 Notes will have a separate CUSIP number.


 


This 2062 Note shall
be governed by and interpreted in accordance with the laws of the State of New York.


 


All terms used in
this 2062 Note which are defined in the Indenture and are not otherwise defined herein shall have the meanings assigned to them in the
Indenture.


 




    Ex-D-9


     


    

[FORM OF TRANSFER
NOTICE]


 


FOR VALUE RECEIVED,
the undersigned hereby sell(s), assign(s) and transfer(s) unto


 





 






 









[PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER OF ASSIGNEE]


 


 





 


 





 





 


[PLEASE PRINT OR TYPE NAME AND
ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]


 


the within Note and all rights thereunder,
hereby irrevocably constituting and appointing _________________________ attorney to transfer such Note on the books of the Company,
with full power of substitution in the premises.


 


Dated: _______________________


 


NOTICE: The signature to this assignment
must correspond with the name as written upon the face of the within Note in every particular without alteration or enlargement or any
change whatsoever.


 




    Ex-D-10


     


    

[THE FOLLOWING PROVISION TO BE INCLUDED
ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND]


 


In connection with
any transfer of this Note occurring prior to ____________________, the undersigned confirms that such transfer is made without utilizing
any general solicitation or general advertising and further as follows:


 


Check One


 


	☐(1)
    This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities
    Act of 1933, as amended and certification in the form of Exhibit G to the Indenture is being furnished herewith.
	☐ (2)
    This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of
    1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit F to the Indenture is being furnished
    herewith.
	or
	☐(3)
    This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with
    the conditions of transfer set forth in this Note and the Indenture.


If none of the foregoing
boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and
until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied.


 


Date: _________________


 





	 	 
	 	Seller



  


 


	 	By:	 


 


NOTICE: The signature to this
assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration
or any change whatsoever.


 




    Ex-D-11


     


    

	Signature Guarantee:4	 	 
	 	By:

    
	 
	 	 	To be executed by an executive officer

    




 


 


 






 









4 Signatures must be guaranteed by an
“eligible guarantor institution” meeting the requirements of the Trustee, which requirements include membership or
participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature
guarantee program” as may be determined by the Trustee in addition to, or in substitution for, STAMP, all in accordance with
the Securities Exchange Act of 1934, as amended.







    Ex-D-12


     


    

SCHEDULE
OF EXCHANGES OF NOTES


 


The following increases or decreases
of this Global Note have been made:


 


	Date
    of Exchange

    	Amount
    of decrease in principal amount of this Global Note

    	Amount
    of increase in principal amount of this Global Note

    	Principal
    amount of this Global Note following such decrease (or increase)

    	Signature
    of authorized officer of Trustee

    
	 	 	 	 	 



 



    Ex-D-13


     


    

Exhibit
E


 


[Restricted
Securities Legend]


 


THE SECURITY (OR ITS PREDECESSOR) EVIDENCED
HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED
THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.
THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT:


 


		(A)	SUCH SECURITY MAY BE OFFERED, RESOLD,
                                            PLEDGED OR OTHERWISE TRANSFERRED, ONLY:



 


		(i)	(a) TO A PERSON WHO THE SELLER REASONABLY
                                            BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES
                                            ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (b)
                                            IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (c) OUTSIDE
                                            THE UNITED STATES TO A NON-U.S. PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
                                            903 OR 904 UNDER THE SECURITIES ACT OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
                                            REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL AND
                                            OTHER CERTIFICATIONS AND DOCUMENTS IF THE ISSUER SO REQUESTS);



 


		(ii)	TO THE ISSUER; OR



 


		(iii)	PURSUANT TO AN EFFECTIVE REGISTRATION
                                            STATEMENT



 


AND, IN EACH CASE, IN ACCORDANCE WITH
ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND IN EACH CASE SUBJECT TO ANY
REQUIREMENT OF LAW THAT THE DISPOSITION OF THIS SECURITY BY THE HOLDER OR BY ANY INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN
ITS OR THEIR CONTROL.


 




    Ex-E-1


     


    

Exhibit F


 


Regulation S
Certificate


 


		To:	U.S. Bank Trust Company, National Association,
                                            as Trustee (the “Trustee”)

                                            1 California Street, Suite 1000






San Francisco,
CA 94111





Attention:
David Jason (Meta Platforms, Inc.)


 


		Re:	[3.500% Notes due 2027][3.850% Notes due
                                            2032][4.450% Notes due 2052][4.650% Notes due 2062] (the “Notes”) issued
                                            under the Indenture dated as of August 9, 2022 between Meta Platforms, Inc. (the “Company”)
                                            and the Trustee, as supplemented by the First Supplemental Indenture thereto dated as of
                                            August 9, 2022 (together, the “Indenture”)



 


Ladies and Gentlemen:


 


Terms are used in
this Certificate as used in Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), except as otherwise stated herein.


 


[CHECK A OR B
AS APPLICABLE.]


 


☐A.This Certificate
relates to our proposed transfer of $____ principal amount of Notes issued under the Indenture. We hereby certify as follows:


 


		1.	The offer and sale of the Notes was not
                                            and will not be made to a person in the United States (unless such person is excluded from
                                            the definition of “U.S. person” pursuant to Rule 902(k)(2)(vi) or the
                                            account held by it for which it is acting is excluded from the definition of “U.S.
                                            person” pursuant to Rule 902(k)(2)(i) under the circumstances described in Rule
                                            902(h)(3)) and such offer and sale was not and will not be specifically targeted at an identifiable
                                            group of U.S. citizens abroad.



 


		2.	Unless the circumstances described in
                                            the parenthetical in paragraph 1 above are applicable, either (a) at the time the buy order
                                            was originated, the buyer was outside the United States or we and any person acting on our
                                            behalf reasonably believed that the buyer was outside the United States or (b) the transaction
                                            was executed in, on or through the facilities of a designated offshore securities market,
                                            and neither we nor any person acting on our behalf knows that the transaction was pre-arranged
                                            with a buyer in the United States.



 


		3.	Neither we, any of our affiliates, nor
                                            any person acting on our or their behalf has made any directed selling efforts in the United
                                            States with respect to the Notes.



 




    Ex-F-1


     


    

		4.	The proposed transfer of Notes is not
                                            part of a plan or scheme to evade the registration requirements of the Securities Act.



 


		5.	If we are a dealer or a person receiving
                                            a selling concession, fee or other remuneration in respect of the Notes, and the proposed
                                            transfer takes place during the Restricted Period (as defined in the Indenture), or we are
                                            an officer or director of the Company or an Initial Purchaser (as defined in the Indenture),
                                            we certify that the proposed transfer is being made in accordance with the provisions of
                                            Rule 904(b) of Regulation S.



 


☐B.This Certificate
relates to our proposed exchange of $____ principal amount of Notes issued under the Indenture for an equal principal amount of Notes
to be held by us. We hereby certify as follows:


 


		1.	At the time the offer and sale of the
                                            Notes was made to us, either (i) we were not in the United States or (ii) we were excluded
                                            from the definition of “U.S. person” pursuant to Rule 902(k)(2)(vi) or
                                            the account held by us for which we were acting was excluded from the definition of “U.S.
                                            person” pursuant to Rule 902(k)(2)(i) under the circumstances described in Rule
                                            902(h)(3); and we were not a member of an identifiable group of U.S. citizens abroad.



 


		2.	Unless the circumstances described in
                                            paragraph 1(ii) above are applicable, either (a) at the time our buy order was originated,
                                            we were outside the United States or (b) the transaction was executed in, on or through the
                                            facilities of a designated offshore securities market and we did not pre-arrange the transaction
                                            in the United States.



 


		3.	The proposed exchange of Notes is not
                                            part of a plan or scheme to evade the registration requirements of the Securities Act.



 


You and the Company
are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested
party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.


 


	 	Very truly yours,
	 	 
	 	[NAME OF SELLER (FOR TRANSFERS) OR OWNER (FOR EXCHANGES)]
	 	 
	 	By:	      
	 	Name:	 
	 	Title:	 
	 	Address:	 


 


Date:________________


 




    Ex-F-2


     


    

Exhibit G


 


Rule 144A Certificate


 


		To:	U.S. Bank Trust Company, National Association,
                                            as Trustee (the “Trustee”)

                                            1 California Street, Suite 1000






San Francisco,
CA 94111


 Attention:
David Jason (Meta Platforms, Inc.)


 


Re:[3.500% Notes due 2027][3.850%
Notes due 2032][4.450% Notes due 2052][4.650% Notes due 2062] (the “Notes”) issued under the Indenture dated as
of August 9, 2022 between Meta Platforms, Inc. (the “Company”) and the Trustee, as supplemented by the First
Supplemental Indenture thereto dated as of August 9, 2022 (together, the “Indenture”)


 


Ladies and Gentlemen:


 


This Certificate
relates to:


 


[CHECK A OR B
AS APPLICABLE.]


 


		☐A.	Our proposed purchase of $____ principal
                                            amount of Notes issued under the Indenture.



 


		☐B.	Our proposed exchange of $____ principal
                                            amount of Notes issued under the Indenture for an equal principal amount of Notes to be held
                                            by us.



 


We and, if applicable,
each account for which we are acting in the aggregate owned and invested more than $100,000,000 in securities of issuers that are not
affiliated with us (or such accounts, if applicable), as of __________, 20__, which is a date on or since close of our most recent fiscal
year. We and, if applicable, each account for which we are acting, are a qualified institutional buyer within the meaning of Rule 144A
(“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities Act”). If we are acting
on behalf of an account, we exercise sole investment discretion with respect to such account. We are aware that the transfer of Notes
to us, or such exchange, as applicable, is being made in reliance upon the exemption from the provisions of Section 5 of the Securities
Act provided by Rule 144A. Prior to the date of this Certificate we have received such information regarding the Company as we have requested
pursuant to Rule 144A(d)(4) or have determined not to request such information.


 


You and the Company
are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested
party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.


 


	 	Very truly yours,
	 	 
	 	[NAME OF PURCHASER (FOR TRANSFERS) OR OWNER (FOR EXCHANGES)]
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	Address:	 


 


Date:________________


 




    Ex-G-1