FIFTH AMENDED AND RESTATED SUPPLEMENTAL CONFIRMATION

Date:	February 13, 2019

To:	Cactus Holding Company, LLC
	2200 South 75th Avenue
	Phoenix, AZ 85043

Attn:	Chad Killebrew

From:	Citigroup Global Markets Inc.
Fax No.:	212-615-8985

Reference Number: To be advised by CGMI

The purpose of this Fifth Amended and Restated Supplemental Confirmation is to amend and restate the terms and conditions of the Transaction entered into between Citigroup Global Markets Inc. (“CGMI”) and Cactus Holding Company, LLC (“Counterparty”) on May 21, 2018 (such date, the “Fourth Amendment and Restatement Date” and such transaction, the “Fourth Amended and Restated Transaction”), which amended and restated the Transaction entered into between CGMI and Counterparty on November 16, 2017 (such date, the “Third Amendment and Restatement Date” and such transaction, the “Third Amended and Restated Transaction”), which amended and restated the Transaction entered into between CGMI and Counterparty on November 18, 2016 (such date, the “Second Amendment and Restatement Date” and such transaction, the “Second Amended and Restated Transaction”), which amended and restated the Transaction entered into between CGMI and Counterparty on May 18, 2016 (such date, the “First Amendment and Restatement Date” and such transaction, the “First Amended and Restated Transaction”), which amended and restated the Transaction entered into between CGMI and Counterparty on October 30, 2015 (the “Original Transaction”). This Fifth Amended and Restated Supplemental Confirmation, dated February 13, 2019 (the “Fifth Amended and Restated Supplemental Confirmation”), amends and restates in its entirety the Fourth Amended and Restated Supplemental Confirmation, dated May 21, 2018 (the “Fourth Amended and Restated Supplemental Confirmation”), and is subject to the Master Confirmation specified below. All references to the Fourth Amended and Restated Supplemental Confirmation, the Third Amended and Restated Supplemental Confirmation, dated November 16, 2017 (the “Third Amended and Restated Supplemental Confirmation”), the Second Amended and Restated Supplemental Confirmation, dated November 18, 2016 (the “Second Amended and Restated Supplemental Confirmation”), the Amended and Restated Supplemental Confirmation, dated May 18, 2016 (the “First Amended and Restated Supplemental Confirmation”), the Supplemental Confirmation, dated October 30, 2015 (the “Original Supplemental Confirmation”) in the Master Confirmation or in any other documentation between the parties shall be to this Fifth Amended and Restated Supplemental Confirmation. Each party repeats to the other party the representations and warranties set forth in the Master Confirmation or in the Agreement (as defined in the Master Confirmation) (as if the Fifth Amendment and Restatement Date were the Trade Date, the date the parties entered into a Transaction and the date of the Master Confirmation). This Fifth Amended and Restated Supplemental Confirmation is a binding contract between CGMI and Counterparty as of the relevant Trade Date for the Transaction referenced below.

1. This Fifth Amended and Restated Supplemental Confirmation supplements, forms part of, and is subject to the Master Terms and Conditions for Prepaid Variable Share Forward Transactions dated as of October 30, 2015 between CGMI and Counterparty (as amended and supplemented from time to time, the “Master Confirmation”). All provisions contained in the Agreement (as modified and as defined in the Master Confirmation) shall govern this Fifth Amended and Restated Supplemental Confirmation, except as expressly modified below, and capitalized terms used but not defined herein shall have the meanings specified in the Master Confirmation.

2. The terms of the Transaction to which this Fifth Amended and Restated Supplemental Confirmation relates are as follows:

Trade Date:	October 30, 2015
Fifth Amendment and Restatement Date:	February 13, 2019
Prepayment Date:	The later of (i) the Trade Date and (ii) the first date on which all of the conditions to effectiveness set forth in the Master Confirmation have been satisfied or waived, as determined by CGMI in its reasonable discretion; provided that if CGMI determines, in its reasonable discretion, that it is impracticable for CGMI to deliver the Prepayment Amount by close of business on such date, the Prepayment Date shall be the Currency Business Day immediately following such date. CGMI shall be deemed to have satisfied its obligation to deliver the Prepayment Amount to Counterparty upon the wiring of the Prepayment Amount to an account in the name of Cactus Holding Company II, LLC in accordance with the wire instructions provided by Counterparty.
Prepayment Amount:	USD 48,300,000
Letter Agreement Reference Price:	USD 15.0205
Counterparty Second Amendment Payment Amount:	USD 5,250,000. Counterparty agrees to pay CGMI the Counterparty Second Amendment Payment Amount on the Counterparty Second Amendment Payment Date.
Counterparty Second Amendment Payment Date:	The Currency Business Day immediately following the Second Amendment and Restatement Date.
Counterparty Fifth Amendment Payment Amount:	As determined by the Calculation Agent taking into account the Amendment and Restatement Reference Price, the Forward Floor Price and the Forward Cap Price. Subject to the Repo Termination and Irrevocable Instruction Agreement, Counterparty agrees to pay CGMI the Counterparty Fifth Amendment Payment Amount on the Counterparty Fifth Amendment Payment Date.
Counterparty Fifth Amendment Payment Date:	The “Extension Payment Date” as defined in the Repo Termination and Irrevocable Instruction Agreement.
Repo Termination and Irrevocable Instruction Agreement:	The Repo Termination and Irrevocable Instruction Agreement, dated on or about the Fifth Amendment and Restatement Date, between Citibank, N.A., CGMI, Citigroup Global Markets Limited, represented by CGMI as its agent, Counterparty, M Capital Group Investors II, LLC, Cactus Holding Company II, LLC and the other parties signatory thereto.
Amendment and Restatement Reference Price:	An amount per Share equal to the arithmetic average of the Settlement Prices for each Initial Calculation Date, subject to “Averaging Date Disruption” below; provided that references to “Valuation Date” in Settlement Price shall be deemed to mean “Initial Calculation Date”.
Initial Calculation Dates:	Each of the 5 Scheduled Trading Days commencing on and including the Initial Calculation Period Start Date.

Initial Calculation Period:	The period commencing on and including the Initial Calculation Period Start Date and (without duplication) ending on and including the Initial Calculation Period End Date. Promptly following the Initial Calculation Period End Date, the Calculation Agent shall notify Counterparty of (a) the Amendment and Restatement Reference Price, (b) the Forward Floor Price, (c) the Forward Cap Price and (d) the Counterparty Fifth Amendment Payment Amount. Promptly following the Initial Calculation Period End Date, CGMI will deliver to Counterparty an Optional Early Termination Amount table, similar in form to that attached to the Fourth Amended and Restated Supplemental Confirmation and prepared by CGMI using a consistent methodology.
Initial Calculation Period Start Date:	The Fifth Amendment and Restatement Date.
Initial Calculation Period End Date:	The final Initial Calculation Date.
Averaging Date Disruption:	Modified Postponement; provided that references to “Averaging Date” and “Valuation Date” or “Scheduled Valuation Date” in Section 6.7(c)(iii) of the Equity Definitions shall be deemed to mean “Initial Calculation Date” and “Initial Calculation Period End Date”, respectively. Notwithstanding anything to the contrary herein or in the Equity Definitions, if a Market Disruption Event occurs on any Initial Calculation Date, the Calculation Agent may determine that such Initial Calculation Date is a Disrupted Day only in part, in which case (i) the Calculation Agent shall designate the Valid Date determined pursuant to Section 6.7(c)(iii) of the Equity Definitions as the Initial Calculation Date for the remaining portion, (ii) the Settlement Price for such Disrupted Day shall be determined by the Calculation Agent based on transactions in the Shares on such Disrupted Day taking into account the nature and duration of such Market Disruption Event on such day and (iii) the Calculation Agent shall determine the Amendment and Restatement Reference Price, as applicable, by an appropriately weighted average rather than an arithmetic average. Such determination shall be based on, among other factors, the duration of any Market Disruption Event and the volume, historical trading patterns and price of the Shares.
Forward Floor Price:	Shall be determined using the Amendment and Restatement Reference Price and the table set forth in Schedule A.
Forward Cap Price:	Shall be determined using the Amendment and Restatement Reference Price and the table set forth in Schedule A.
Final Disruption Date:	September 18, 2019

For each Component of the Transaction, the Scheduled Valuation Date and Number of Shares (reflecting adjustments through the Fifth Amendment and Restatement Date) is set forth below:

Component Number	Scheduled Valuation Date	Number of Shares
1	August 30, 2019	792,000
2	September 3, 2019	792,000
3	September 4, 2019	792,000

3. For purposes of all Transactions under the Master Confirmation, Section 8(f)(ii) is hereby amended by replacing it in its entirety with the following:

Hire Act Protocols. The parties agree that the definitions and provisions contained in the 2015 Section 871(m) Protocol as published by the International Swaps and Derivatives Association, Inc. are incorporated into and apply to the Agreement solely for purposes of this Master Confirmation as if set forth in full herein.

Counterparty hereby agrees (a) to check this Fifth Amended and Restated Supplemental Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing correctly sets forth the terms of the agreement between us with respect to the particular Transaction to which this Fifth Amended and Restated Supplemental Confirmation relates by manually signing this Fifth Amended and Restated Supplemental Confirmation and providing any other information requested herein or in the Master Confirmation and immediately sending a facsimile transmission of an executed copy to us.

			Yours sincerely,

			CITIGROUP GLOBAL MARKETS INC.


			By:	/s/ James Heathcote
				Authorized Representative


Confirmed as of the date first above written:

CACTUS HOLDING COMPANY, LLC
By: Jerry And Vickie Moyes Family Trust, its Manager


	By:	/s/ Jerry C. Moyes
		Name: Jerry C. Moyes
		Title: Co-Trustee of the Manager

	By:	/s/ Vickie Moyes
		Name: Vickie Moyes
		Title: Co-Trustee of the Manager

[Signature Page to Fifth Amended and Restated Supplemental Confirmation for Cactus I Forward]

SCHEDULE A

Amendment and Restatement Reference Price	Forward Floor Price	Forward Cap Price
USD 29.00	USD 35.75	USD 43.80
USD 30.00	USD 36.25	USD 44.05
USD 31.00	USD 36.75	USD 44.30
USD 32.00	USD 37.20	USD 44.55
USD 33.00	USD 38.03	USD 44.55

If the exact Amendment and Restatement Reference Price is not set forth in the table and is between two Amendment and Restatement Reference Prices on the table, the Forward Floor Price and the Forward Cap Price shall each be determined by a straight-line interpolation, with reference to the next higher and next lower Amended and Restated Reference Prices (and if the exact Amendment and Restatement Reference Price exceeds the highest or is below the lowest Amendment and Restatement Reference Price in the table, the Forward Floor Price and the Forward Cap Price shall each be extrapolated from the table by the Calculation Agent in a commercially reasonable manner). The Forward Floor Price and Forward Cap Price shall each be rounded to the nearest 0.0001.

Back to Schedule 13D/A