ESAB Corp

EX-99.1 · ESAB CORPORATION PRESS RELEASE, DATED JUNE 2, 2026

EX-99.1
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 ea029271001ex99-1.htm
 ESAB CORPORATION PRESS RELEASE, DATED JUNE 2, 2026

 Exhibit 99.1

 ESAB Corporation
Completes Acquisition of Eddyfi Technologies

 NORTH BETHESDA,
MD — June 2, 2026 — ESAB Corporation (“ESAB” or the “Company”) (NYSE: ESAB),
a focused premier industrial compounder, announced today it has completed its acquisition of Eddyfi Technologies (“Eddyfi”),
a global leader in advanced inspection and monitoring technologies.

 The addition
of Eddyfi’s best-in-class instrumentation and monitoring technology builds on ESAB’s market leading end-to-end workflow solution
and accelerates ESAB’s compounder journey.

 “We
are thrilled to welcome the Eddyfi team to ESAB,” said Shyam Kambeyanda, President and CEO of ESAB. “This acquisition marks
an important milestone in our intentional strategy to extend into the inspection and monitoring space, a mission-critical market where
we see an impressive long-term runway for compounding growth at attractive margins.”

 Kambeyanda
continued, “By combining Eddyfi’s technology leadership with our global scale, ESAB becomes an unrivaled provider of complete
workflow solutions spanning fabrication, inspection, and monitoring. Eddyfi strengthens our portfolio, accelerates ESAB’s journey
toward a business that is faster growing, higher margin, and less cyclical, and reinforces our position as the partner of choice for customers
where quality, productivity, and asset integrity are non-negotiable.”

 “Beyond
the strategic fit, the Eddyfi team has their culture grounded in technology leadership, a strong growth mindset, and an entrepreneurial
spirit. Their values align with ESAB’s culture and the way we build businesses. We place strong emphasis on a winning mentality,
and we firmly believe that long-term success comes from building, investing in, and supporting teams over time. I’m confident this
shared philosophy will enable Eddyfi to thrive and unlock extraordinary long-term value for our shareholders,” Kambeyanda concluded.

 “Joining
ESAB marks the beginning of a new chapter for Eddyfi, one that allows us to accelerate what we do best: innovating and solving critical
challenges for our customers. With ESAB’s global reach and resources, we will move faster, expand our impact, and continue delivering
the advanced inspection and monitoring solutions our customers rely on every day. Just as importantly, our teams, our technologies, and
our commitment to our customers remain unchanged. We are building from a position of strength, with even greater opportunity ahead,”
said Jeff Anderson, President, Eddyfi Technologies.

 ESAB’s
second quarter results will include one month of Eddyfi’s financial results, which was not reflected in ESAB’s outlook provided
on May 7. ESAB will provide updated full year guidance including the impact of Eddyfi on our second quarter earnings call. “We are
excited about the impact that Eddyfi will have on our business and look forward to updating you more fully on our second quarter earnings
call,” said Kambeyanda.

 About ESAB

 Founded in 1904, ESAB Corporation (NYSE: ESAB)
is a focused premier industrial compounder. The Company’s rich history of innovative products, workflow solutions and business system,
EBXai, enables its purpose of Shaping the w orld we imagine TM .
ESAB Corporation is based in North Bethesda, Maryland and employs more than 9,000 associates
and serves customers in approximately 150 countries. To learn more, visit www.ESABcorporation.com .

 About Eddyfi

 Eddyfi is a global leader in advanced non-destructive
testing instrumentation, providing inspection technologies to assess structural integrity of critical assets. Eddyfi offers a broad and
integrated range of capabilities, including test and measurement instrumentation, advanced sensing, automated remote monitoring, robotics
and software across key industries such as nuclear power generation, aerospace, defense, civil infrastructure, oil and gas, transportation
and more. Headquartered in Québec (Canada), with a global footprint, world class R&D capabilities and deep domain expertise,
Eddyfi serves customers in more than 110 countries and empowers them to enhance safety and productivity, protect the environment and save
lives. Eddyfi employs more than 1,000 people.

 Forward-Looking Statements

 This press release includes forward-looking
statements, including forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Such
forward-looking statements include, but are not limited to, statements concerning the Company’s plans, goals, objectives, outlook,
expectations, and intentions, and other statements that are not historical or current fact. Forward-looking statements are based on the
Company’s current expectations and involve risks and uncertainties that could cause actual results to differ materially from those
expressed or implied in such forward-looking statements, including general risks and uncertainties such as market conditions, economic
conditions, geopolitical events, changes in laws, regulations or accounting rules, fluctuations in interest rates, terrorism, wars or
conflicts, major health concerns, natural disasters or other disruptions of expected business conditions. Factors that could cause the
Company’s results to differ materially from current expectations include, but are not limited to, risks related to the impact of
the war in Ukraine and the conflict in the Middle East and the resulting escalating geopolitical tensions; impact of supply chain disruptions;
the impact of creditworthiness and financial viability of customers; impact of inflationary pressures, tariffs and trade policies, foreign
exchange fluctuations and commodity prices; other impacts on the Company’s business and ability to execute business continuity plans;
and the other factors detailed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with
the U.S. Securities and Exchange Commission (“SEC”) on February 20, 2026 as well as other risks discussed in the Company’s
filings with the SEC. In addition, these statements are based on assumptions that are subject to change. This press release speaks only
as of the date hereof. The Company disclaims any duty to update the information herein.

 Investor Relations Contact :

 Mark Barbalato

 Vice President, Investor Relations

 E-mail: investorrelations@esab.com

 Phone: 1-301-323-9098

 Media Contact :

 Tilea Coleman

 Vice President, Corporate Communications

 E-mail: mediarelations@esab.com

EX-3.1 · CERTIFICATE OF DESIGNATIONS OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A M

EX-3.1
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 ea029271001ex3-1.htm
 CERTIFICATE OF DESIGNATIONS OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A MANDATORY CONVERTIBLE PREFERRED STOCK OF ESAB CORPORATION FILED ON JUNE 1, 2026.

 Exhibit 3.1

 Execution Version

 CERTIFICATE OF DESIGNATIONS

 OF SERIES A MANDATORY CONVERTIBLE PREFERRED
STOCK

 of

 ESAB CORPORATION

 Pursuant to Section 151 of the General Corporation
Law of the State of Delaware

 ESAB Corporation, a corporation organized and existing
under the General Corporation Law of the State of Delaware (the “ Corporation ”), in accordance with the provisions of
Sections 103, 141 and 151 thereof, DOES HEREBY CERTIFY:

 That pursuant to the authority conferred upon the
Board of Directors of the Corporation (the “ Board of Directors ”) by the Amended and Restated Certificate of Incorporation
of the Corporation, as amended (the “ Certificate of Incorporation ”), on June 1, 2026, the Board of Directors (a) authorized
the creation, designation, and issuance of shares of a new series of the Corporation’s undesignated preferred stock; and (b) adopted
the resolution set forth immediately below to designate such new series of preferred stock as the “6.50% Series A Mandatory
Convertible Preferred Stock”, to establish the number of shares to be included in such series, and to fix the voting powers, designations,
preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, which
resolution is now, and at all times since its date of adoption has been, in full force and effect:

 RESOLVED, that pursuant to
the authority conferred upon the Board of Directors by the Certificate of Incorporation and Section 151(g) of the General Corporation
Law of the State of Delaware, the Board of Directors hereby designates 175,000 shares of the preferred stock, par value $0.001 per share,
of the Corporation as “6.50% Series A Mandatory Convertible Preferred Stock” and the voting powers, designations, preferences
and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof are as set forth
in this certificate of designations, as it may be amended from time to time (this “ Certificate of Designations ”) as
follows:

 Part 1 .
 Designations and Amount . The shares of such series shall be designated as “6.50% Series A Mandatory Convertible Preferred
Stock” (the “ Mandatory Convertible Preferred Stock ”) and the number of shares constituting such series shall
initially be 175,000. Such number of shares may be increased or decreased by resolution of the Board of Directors, subject to terms and
conditions hereof and the requirements of applicable law; provided, however, that no such decrease shall reduce the number of shares of
the Mandatory Convertible Preferred Stock to a number less than the number of shares then outstanding.

 Part 2 .
 Standard Provisions . The Standard Provisions contained in Annex A attached hereto are incorporated herein by reference
in their entirety and shall be deemed to be a part of this Certificate of Designations to the same extent as if such provisions had been
set forth in full in this Certificate of Designations.

 IN WITNESS WHEREOF, ESAB Corporation has caused
this Certificate of Designations to be signed by the undersigned this 1st day of June, 2026.

 ESAB CORPORATION

 By:
 /s/ R. Brent Jones

 Name:
 R. Brent Jones

 Title:
 Chief Financial Officer

 [Signature Page to Certificate of Designations of Mandatory Convertible Preferred Stock]

 ANNEX A

 STANDARD PROVISIONS

 Section 1. General Matters;
Ranking . Each share of Mandatory Convertible Preferred Stock shall be identical in all respects to every other share of Mandatory
Convertible Preferred Stock. The Mandatory Convertible Preferred Stock, with respect to dividend rights and/or distribution rights upon
the liquidation, winding-up or dissolution, as applicable, of the Corporation, shall rank (i) senior to each class or series of Junior
Stock, (ii) on parity with each class or series of Parity Stock, (iii) junior to each class or series of Senior Stock and (iv) junior
to the Corporation’s existing and future indebtedness.

 Section 2. Standard Definitions .
As used herein with respect to Mandatory Convertible Preferred Stock:

 “ Accumulated Dividend Amount ”
means, in connection with a Fundamental Change, the aggregate amount of accumulated and unpaid dividends, if any, for Dividend Periods
prior to the Fundamental Change Effective Date for the relevant Fundamental Change, including for the partial Dividend Period, if any,
from, and including, the Dividend Payment Date immediately preceding such Fundamental Change Effective Date to, but excluding, such Fundamental
Change Effective Date, subject to the proviso in Section 8(a).

 “ Acquisition ” means the Corporation’s
acquisition of Eddyfi Holding Inc. pursuant to a merger agreement, dated on or about February 2, 2026.

 “ ADRs ” shall have the meaning
set forth in Section 13.

 “ Affiliate ” of any specified
Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such
specified Person. For the purposes of this definition, “control,” when used with respect to any specified Person means the
power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative
to the foregoing. Notwithstanding anything to the contrary herein, the determination of whether one Person is an “Affiliate”
of another Person for purposes of this Certificate of Designations shall be made based on the facts at the time such determination is
made or required to be made, as the case may be, hereunder.

 “ Agent Members ” shall have the
meaning set forth in Section 19(b).

 “ Applicable Market Value ” means
the Average VWAP per share of Common Stock over the Settlement Period.

 “ Average Price ” means the Average
VWAP per share of Common Stock over the five consecutive Trading Day period ending on, and including, the second Trading Day prior to
the Mandatory Conversion Date.

 “ Average VWAP ” per share over
a certain period means the arithmetic average of the VWAP per share for each Trading Day in such period.

 “ Averaging Period ” shall have
the meaning set forth in Section 12(a)(v).

 “ Board of Directors ” shall have
the meaning set forth in the recitals.

 “ Business Day ” means any day
other than a Saturday or Sunday or any other day on which commercial banks in New York City are authorized or required by law or executive
order to close.

 “ Bylaws ” means the Amended and
Restated Bylaws of the Corporation, as they may be amended or restated from time to time.

 “ Certificate of Designations ”
shall have the meaning set forth in the recitals.

 “ Certificate of Incorporation ”
shall have the meaning set forth in the recitals.

 1

 “ Clause A Distribution ” shall
have the meaning set forth in Section 12(a)(iii).

 “ Clause B Distribution ” shall
have the meaning set forth in Section 12(a)(iii).

 “ Clause C Distribution ” shall
have the meaning set forth in Section 12(a)(iii).

 “ close of business ” means 5:00
p.m., New York City time.

 “ Common Stock ” means the common
stock, par value $0.001 per share, of the Corporation, subject to Section 13.

 “ Common Stock Private Placement Legend ”
shall have the meaning set forth in Section 21(c)(i).

 “ Conversion Agent ” means EQ
Shareowner Services, the Corporation’s duly appointed conversion agent for the Mandatory Convertible Preferred Stock, and any successor
appointed under Section 14.

 “ Conversion Date ” shall mean
the Mandatory Conversion Date, the Fundamental Change Conversion Date or the Early Conversion Date, as applicable.

 “ Corporation ” shall have the
meaning set forth in the recitals.

 “ Depositary ” means DTC or its
nominee or any successor appointed by the Corporation.

 “Dividend Disbursing Agent ”
means EQ Shareowner Services, the Corporation’s duly appointed dividend disbursing agent for the Mandatory Convertible Preferred
Stock, and any successor appointed under Section 14.

 “ Dividend Payment Date ” means
the 15th day of the first full calendar month following the Initial Issue Date (the “ Initial Dividend Payment Date ”),
and each date falling on the 15th day of each third calendar month thereafter in each year to and including the Dividend Payment Date
immediately preceding the three-year anniversary of the Initial Issue Date (such date, the “ Final Dividend Payment Date ”).

 “ Dividend Period ” means the
period from, and including, a Dividend Payment Date to, but excluding, the next Dividend Payment Date, except that the initial Dividend
Period shall commence on, and include, the Initial Issue Date and shall end on, and exclude, the Initial Dividend Payment Date.

 “ Dividend Rate ” shall have the
meaning set forth in Section 3(a).

 “ Dividend Threshold Amount ”
shall have the meaning set forth in Section 12(a)(iv).

 “ DTC ” means The Depository Trust
Company.

 “ Early Conversion ” shall have
the meaning set forth in Section 7(a).

 “ Early Conversion Additional Conversion
Amount ” shall have the meaning set forth in Section 7(b)(i).

 “ Early Conversion Average Price ”
shall have the meaning set forth in Section 7(b)(ii).

 “ Early Conversion Date ” shall
have the meaning set forth in Section 9(b).

 “ Early Conversion Settlement Period ”
shall have the meaning set forth in Section 7(b)(ii).

 “ Effective Date ” shall mean
the first date on which the shares of Common Stock trade on the Relevant Stock Exchange, regular way, reflecting the relevant share split
or share combination, as applicable.

 2

 “ Ex-Date ” means the first date
on which the shares of Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive
the issuance, dividend or distribution in question, from the Corporation or, if applicable, from the seller of the Common Stock on such
exchange or market (in the form of due bills or otherwise) as determined by such exchange or market.

 “ Exchange Act ” means the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder.

 “ Exchange Property ” shall have
the meaning set forth in Section 13.

 “ Expiration Date ” shall have
the meaning set forth in Section 12(a)(v).

 “ Fixed Conversion Rates ” means
the Maximum Conversion Rate and the Minimum Conversion Rate.

 “ Floor Price ” means $42.39,
subject to adjustment in a manner inversely proportional to any anti-dilution adjustment to each Fixed Conversion Rate as provided in
Section 12, as adjusted.

 A “ Fundamental Change ” shall
be deemed to have occurred, at any time after the Initial Issue Date of the Mandatory Convertible Preferred Stock, if any of the following
occurs:

 (i) any “person” or “group” (as such terms
are used for purposes of Sections 13(d) and 14(d) of the Exchange Act, whether or not applicable), other than the Corporation, any of
its Wholly-Owned Subsidiaries or any of the Corporation’s or its Wholly-Owned Subsidiaries’ employee benefit plans, has become
the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of more than 50% of the
total voting power of the Common Stock;

 (ii) the consummation of (A) any recapitalization, reclassification
or change of the Common Stock (other than changes resulting from a subdivision or combination or change in par value) as a result of
which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or
a combination thereof); (B) any consolidation, merger or other combination of the Corporation or binding share exchange pursuant to which
the Common Stock will be converted into, or exchanged for, stock, other securities or other property or assets (including cash or a combination
thereof); or (C) any sale, lease or other transfer or disposition in one transaction or a series of transactions of all or substantially
all of the consolidated assets of the Corporation and its Subsidiaries taken as a whole, to any person other than any one or more of
Corporation’s Wholly-Owned Subsidiaries; or

 (iii) the Common Stock (or other common equity underlying the Mandatory
Convertible Preferred Stock) ceases to be listed or quoted for trading on any of the New York Stock Exchange, The Nasdaq Global Select
Market or The Nasdaq Global Market (or any of their respective successors).

 However, a transaction or transactions described
in clause (i) or clause (ii) above shall not constitute a Fundamental Change if at least 90% of the consideration received or to be received
by holders of Common Stock, excluding cash payments for fractional shares or pursuant to statutory appraisal rights, in connection with
such transaction or transactions consists of shares of common stock that are listed or quoted on any of the New York Stock Exchange, the
Nasdaq Global Select Market or the Nasdaq Global Market (or any of their respective successors) or shall be so listed or quoted when issued
or exchanged in connection with such transaction or transactions and as a result of such transaction or transactions such consideration
(excluding cash payments for fractional shares or pursuant to statutory appraisal rights) becomes the Exchange Property.

 If any transaction in which the Common Stock is
replaced with the securities of another entity occurs, following completion of any related Fundamental Change Conversion Period (or, if
none, on the effective date of such transaction), references to the “Corporation” in this definition of “Fundamental
Change” shall instead be references to such other entity.

 “ Fundamental Change Conversion ”
shall have the meaning set forth in Section 8(a)(i).

 “ Fundamental Change Conversion Date ”
shall have the meaning set forth in Section 9(c).

 3

 “ Fundamental Change Conversion Period ”
means the period beginning on, and including, the Fundamental Change Effective Date and ending at the close of business on the date that
is 20 calendar days after the Fundamental Change Effective Date (or, if later, the date that is 20 calendar days after the date of the
Fundamental Change Notice for such Fundamental Change), but in no event later than the Final Dividend Payment Date.

 “ Fundamental Change Conversion Rate ”
means, for any Fundamental Change Conversion, the conversion rate per share of Mandatory Convertible Preferred Stock set forth in the
table below for the Fundamental Change Effective Date and the Fundamental Change Share Price, in each case, applicable to such Fundamental
Change:

 Fundamental
 Change Share Price

 Fundamental
 Change Effective Date
 $ 80.00
 $ 90.00
 $ 100.00
 $ 110.00
 $ 121.10
 $ 130.00
 $ 139.27
 $ 150.00
 $ 160.00
 $ 170.00
 $ 180.00
 $ 190.00

 Initial Issue Date
 7.3097
 7.2861
 7.2684
 7.2567
 7.2509
 7.2518
 7.2573
 7.2653
 7.2754
 7.2850
 7.2945
 7.3031

 The date occurring two (2) years prior to the Final
 Dividend Payment Date
 7.7429
 7.6632
 7.5915
 7.5317
 7.4839
 7.4582
 7.4421
 7.4343
 7.4329
 7.4357
 7.4406
 7.4454

 The date occurring one (1) year prior to the Final
 Dividend Payment Date
 8.2576
 8.1483
 8.0016
 7.8584
 7.7286
 7.6534
 7.6028
 7.5724
 7.5610
 7.5596
 7.5606
 7.5626

 Final Dividend Payment Date
 8.2576
 8.2576
 8.2576
 8.2576
 8.2576
 7.6920
 7.6370
 7.6390
 7.6410
 7.6430
 7.6460
 7.6480

 The exact Fundamental Change Share Price and Fundamental
Change Effective Date may not be set forth in the table, in which case:

 (i) if the Fundamental Change Share Price is between two Fundamental Change Share Price amounts in the table above or the Fundamental
Change Effective Date is between two Fundamental Change Effective Dates in the table above, the Fundamental Change Conversion Rate shall
be determined by a straight-line interpolation between the Fundamental Change Conversion Rates set forth for the higher and lower Fundamental
Change Share Price amounts and the earlier and later Fundamental Change Effective Dates, as applicable, based on a 365 or 366-day year,
as applicable;

 (ii) if the Fundamental Change Share Price is in excess of $190.00 per share (subject to adjustment in the same manner as adjustments are
made to the Fundamental Change Share Price in the column headings of the table above), then the Fundamental Change Conversion Rate shall
be the Minimum Conversion Rate; and

 (iii) if the Fundamental Change Share Price is less than $80.00 per share (subject to adjustment in the same manner as adjustments are made
to the Fundamental Change Share Price in the column headings of the table above), then the Fundamental Change Conversion Rate shall be
the Maximum Conversion Rate.

 4

 The Fundamental Change Share Prices in the
column headings in the table above are each subject to adjustment as of any date on which the Fixed Conversion Rates are adjusted. The
adjusted Fundamental Change Share Prices shall equal (x) the Fundamental Change Share Prices applicable immediately prior to such adjustment,
 multiplied by (y) a fraction, the numerator of which is the Minimum Conversion Rate immediately prior to the adjustment giving
rise to the Fundamental Change Share Price adjustment and the denominator of which is the Minimum Conversion Rate as so adjusted. The
Fundamental Change Conversion Rates set forth in the table above are each subject to adjustment in the same manner and at the same time
as each Fixed Conversion Rate as set forth in Section 12.

 “ Fundamental Change Conversion Right ”
shall have the meaning set forth in Section 8(a).

 “ Fundamental Change Dividend Make-whole
Amount ” shall have the meaning set forth in Section 8(a)(ii).

 “ Fundamental Change Effective Date ”
shall mean the effective date of the relevant Fundamental Change.

 “ Fundamental Change Notice ”
shall have the meaning set forth in Section 8(b).

 “ Fundamental Change Share Price ”
means, for any Fundamental Change, (i) if all holders of Common Stock receive only cash in exchange for their Common Stock in such
Fundamental Change, the amount of cash paid per share of Common Stock in such Fundamental Change, and (ii) in all other cases, the
Average VWAP per share of Common Stock over the ten consecutive Trading Day period ending on, and including, the Trading Day immediately
preceding the relevant Fundamental Change Effective Date.

 “ funds available to pay dividends ”
shall have the meaning set forth in Section 3(a).

 “ Global Preferred Share ” shall
have the meaning set forth in Section 19(b).

 “ Holder ” means each Person in
whose name shares of Mandatory Convertible Preferred Stock are registered, who shall be treated by the Corporation and the Registrar as
the absolute owner of those shares of Mandatory Convertible Preferred Stock for the purpose of making payment and settling conversions
and for all other purposes.

 “ HSR Redemption Price ” means
an amount per share of Mandatory Convertible Preferred Stock, in cash, equal to the greater of (i) the Liquidation Preference of such
share, plus the amount of any accumulated and unpaid dividends on such share, whether or not declared, to, but excluding, the date of
redemption and (ii) the product of (A) the number of shares of Common Stock that would be delivered with respect to such share of Mandatory
Convertible Preferred Stock, in the absence of the HSR Limitation, and (B) the Average VWAP per share of Common Stock over the ten consecutive
Trading Day period ending on, and including, the Trading Day immediately preceding the date the Redemption Notice is delivered.

 “ Initial Issue Date ” means the
closing date of the Acquisition, the first original issue date of shares of Mandatory Convertible Preferred Stock.

 “ Initial Price ” means $1,000.00,
 divided by the Maximum Conversion Rate, which quotient is initially equal to approximately $121.10.

 “ Junior Stock ” means (i) the
Common Stock and (ii) each other class or series of capital stock of the Corporation established after the Initial Issue Date, the
terms of which do not expressly provide that such class or series ranks either (x) senior to the Mandatory Convertible Preferred Stock
as to dividend rights or distribution rights upon the Corporation’s liquidation, winding-up or dissolution or (y) on parity with
the Mandatory Convertible Preferred Stock as to dividend rights and distribution rights upon the Corporation’s liquidation, winding-up
or dissolution.

 “ Liquidation Dividend Amount ”
shall have the meaning set forth in Section 4(a).

 “ Liquidation Preference ” means,
as to Mandatory Convertible Preferred Stock, $1,000.00 per share of Mandatory Convertible Preferred Stock.

 “ Mandatory Conversion ” shall
have the meaning set forth in Section 6(a).

 5

 “ Mandatory Conversion Additional Conversion
Amount ” shall have the meaning set forth in Section 6(c)(i).

 “ Mandatory Conversion Date ”
means the second Business Day immediately following the last Trading Day of the Settlement Period.

 “ Mandatory Conversion Rate ”
shall have the meaning set forth in Section 6(b).

 “ Mandatory Convertible Preferred Stock ”
shall have the meaning set forth in Part 1 of this Certificate of Designations.

 “ Market Disruption Event ” means
(i) a failure by the Relevant Stock Exchange to open for trading during its regular trading session; or (ii) the occurrence or existence
prior to 1:00 p.m., New York City time, on any Scheduled Trading Day for the Common Stock for more than a one half-hour period in the
aggregate during regular trading hours of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits
permitted by the Relevant Stock Exchange or otherwise) in the Common Stock.

 “ Maximum Conversion Rate ” shall
have the meaning set forth in Section 6(b)(iii).

 “ Minimum Conversion Rate ” shall
have the meaning set forth in Section 6(b)(i).

 “ Nonpayment ” shall have the
meaning set forth in Section 5(b)(i).

 “ Nonpayment Remedy ” shall have
the meaning set forth in Section 5(b)(iii).

 “ Officer ” means the Chairman
of the Board of Directors, the Vice Chairman, if any, the President, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary
or any Assistant Secretary of the Corporation.

 “ open of business ” means 9:00
a.m., New York City time.

 “ Parity Stock ” means any class
or series of capital stock of the Corporation established after the Initial Issue Date, the terms of which expressly provide that such
class or series shall rank on parity with the Mandatory Convertible Preferred Stock as to dividend rights and distribution rights upon
the Corporation’s liquidation, winding-up or dissolution.

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

 “ Preferred Private Placement Legend ”
shall have the meaning set forth in Section 21(b)(i).

 “ Preferred Stock ” shall mean
the preferred stock, par value $0.001 per share, of the Corporation.

 “ Preferred Stock Directors ”
shall have the meaning set forth in Section 5(b)(i).

 “ Record Date ” means, with respect
to any dividend, distribution or other transaction or event in which the holders of the Common Stock (or other applicable security) have
the right to receive any cash, securities or other property or in which the Common Stock (or such other security) is exchanged for or
converted into any combination of cash, securities or other property, the date fixed for determination of holders of the Common Stock
(or such other security) entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors
or a duly authorized committee thereof, statute, contract or otherwise).

 “ Record Holder ” means, with
respect to any Dividend Payment Date, a Holder of record of Mandatory Convertible Preferred Stock as such Holder appears on the stock
register of the Corporation at the close of business on the related Regular Record Date.

 “ Registrar ” initially means
EQ Shareowner Services, the Corporation’s duly appointed registrar for Mandatory Convertible Preferred Stock and any successor appointed
under Section 14.

 6

 “ Regular Record Date ” means,
with respect to any Dividend Payment Date, the date that is fourteen (14) calendar days prior to such Dividend Payment Date. These Regular
Record Dates shall apply regardless of whether a particular Regular Record Date is a Business Day.

 “ Relevant Stock Exchange ” means
the New York Stock Exchange or, if the Common Stock is not then listed on the New York Stock Exchange, on the principal other U.S. national
or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not then listed on a U.S. national
or regional securities exchange, on the principal other market on which the Common Stock is then listed or admitted for trading.

 “ Reorganization Common Stock ”
shall have the meaning set forth in Section 13.

 “ Reorganization Event ” shall
have the meaning set forth in Section 13.

 “ Reorganization Valuation Percentage ”
for any Reorganization Event shall be equal to (x) the Average VWAP of one share of the relevant Reorganization Common Stock over the
relevant Reorganization Valuation Period (determined as if references to “Common Stock” in the definition of “VWAP”
were references to the “Reorganization Common Stock” for such Reorganization Event), divided by (y) the Average VWAP of one
share of Common Stock over the relevant Reorganization Valuation Period.

 “ Reorganization Valuation Period ”
for any Reorganization Event means the five consecutive Trading Day period immediately preceding, but excluding, the effective date for
such Reorganization Event.

 “ Resale Restriction Termination Date ”
shall have the meaning set forth in Section 21(b).

 “ Restricted Securities ” shall
have the meaning set forth in Section 21(a).

 “ Rule 144 ” means Rule 144 as
promulgated under the Securities Act.

 “ Scheduled Trading Day ” means
any day that is scheduled to be a Trading Day.

 “ Securities Act ” means the Securities
Act of 1933, as amended, and the rules and regulations thereunder.

 “ Senior Stock ” means each class
or series of capital stock of the Corporation established after the Initial Issue Date, the terms of which expressly provide that such
class or series shall rank senior to the Mandatory Convertible Preferred Stock as to dividend rights or distribution rights upon the Corporation’s
liquidation, winding-up or dissolution.

 “ Settlement Period ” means the
20 consecutive Trading Day period commencing on, and including, the 21st Scheduled Trading Day immediately preceding the Final Dividend
Payment Date.

 “ Share Dilution Amount ” means
the increase in the number of diluted shares of Common Stock outstanding (determined in accordance with U.S. generally accepted accounting
principles, and as measured from the Initial Issue Date) resulting from the grant, vesting or exercise of equity-based compensation to
directors, employees and agents and equitably adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar
transaction.

 “ Spin-Off ” means a payment of
a dividend or other distribution on the Common Stock of shares of capital stock of any class or series, or similar equity interest, of
or relating to a Subsidiary or other business unit of the Corporation that are, or, when issued, will be, listed or admitted for trading
on a U.S. national securities exchange.

 “ Subsidiary ” means, with respect
to any Person, any corporation, association, partnership or other business entity of which more than 50% of the total voting power of
shares of capital stock or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency)
to vote in the election of directors, managers, general partners or trustees thereof is at the time owned or controlled, directly or indirectly,
by (i) such Person; (ii) such Person and one or more Subsidiaries of such Person; or (iii) one or more Subsidiaries of such Person.

 “ Threshold Appreciation Price ”
means $1,000.00, divided by the Minimum Conversion Rate, which quotient is initially equal to approximately $139.26.

 7

 “ Trading Day ” means a day on
which (i) there is no Market Disruption Event and (ii) trading in the Common Stock generally occurs on the Relevant Stock Exchange; provided
that if the Common Stock is not listed or admitted for trading, “ Trading Day ” means a Business Day.

 “ Transfer Agent ” shall initially
mean EQ Shareowner Services, the Corporation’s duly appointed transfer agent for Mandatory Convertible Preferred Stock and any successor
appointed under Section 14.

 “ Trigger Event ” shall have the
meaning set forth in Section 12(a)(iii).

 “ Unit of Exchange Property ”
shall have the meaning set forth in Section 13.

 “ Valuation Period ” shall have
the meaning set forth in Section 12(a)(iii).

 “ Voting Preferred Stock ” means
any other class or series of Parity Stock upon which like voting rights for the election of directors as set forth in Section 5 have been
conferred and are exercisable.

 “ VWAP ” per share of Common Stock
on any Trading Day means the per share volume-weighted average price as displayed on Bloomberg page &ldquo;ESAB<EQUITY>AQR&rdquo;
(or its equivalent successor if such page is not available) in respect of the period from the scheduled open of trading until the
scheduled close of trading of the primary trading session on such Trading Day (or if such volume-weighted average price is not available
or is manifestly erroneous, the market value per share of the Common Stock on such Trading Day as determined, using a volume-weighted
average method, by a nationally recognized independent investment banking firm retained by the Corporation for this purpose).

 &ldquo; Wholly-Owned Subsidiary &rdquo; means,
with respect to any Person, any Subsidiary of such Person, except that, solely for purposes of this definition, the reference to &ldquo;more
than 50%&rdquo; in the definition of &ldquo;Subsidiary&rdquo; shall be deemed to be replaced by a reference to &ldquo;100%&rdquo;.

 Section 3. Dividends .

 (a) Rate . Subject to the rights of
holders of any class or series of the Corporation&rsquo;s capital stock ranking senior to the Mandatory Convertible Preferred Stock
as to dividend rights, Holders shall be entitled to receive, when, as and if declared by the Board of Directors (or an authorized
committee thereof) out of the Corporation&rsquo;s surplus or if there is no such surplus, out of the Corporation&rsquo;s profits for
the then current and/or immediately preceding fiscal year (collectively, the &ldquo; funds available to pay dividends &rdquo;),
cumulative dividends at the rate per annum of 6.50% of the Liquidation Preference (the &ldquo; Dividend Rate &rdquo;)
(equivalent to $65.00 per annum per share of Mandatory Convertible Preferred Stock), payable in cash.

 If declared, dividends on Mandatory Convertible Preferred
Stock shall be payable quarterly on each Dividend Payment Date at such annual rate, and dividends shall accumulate from the most recent
date as to which dividends shall have been paid or, if no dividends have been paid, from the Initial Issue Date, whether or not in any
Dividend Period or Dividend Periods there have been funds available to pay dividends.

 If declared, dividends shall be payable on the relevant
Dividend Payment Date to Record Holders on the immediately preceding Regular Record Date, whether or not such Record Holders early convert
their shares of Mandatory Convertible Preferred Stock, or such shares are automatically converted, after a Regular Record Date and on
or prior to the immediately succeeding Dividend Payment Date. If a Dividend Payment Date is not a Business Day, payment shall be made
on the next succeeding Business Day, without any interest or other payment in lieu of interest accruing with respect to this delay.

 The amount of dividends payable on each share of
Mandatory Convertible Preferred Stock for each full Dividend Period (subsequent to the initial Dividend Period) shall be computed by dividing
the Dividend Rate by four. Dividends payable on Mandatory Convertible Preferred Stock for the initial Dividend Period and any partial
Dividend Period shall be computed based upon the actual number of days elapsed during such period over a 360-day year (consisting of twelve
30-day months). Accumulated dividends on shares of Mandatory Convertible Preferred Stock shall not bear interest, nor shall additional
dividends be payable thereon, if they are paid subsequent to the applicable Dividend Payment Date.

 No dividend shall be paid unless and until the Board
of Directors, or an authorized committee of the Board of Directors, declares a dividend payable with respect to the Mandatory Convertible
Preferred Stock. No dividend shall be declared or paid upon, or any sum of cash or number of shares of Common Stock set apart for the
payment of dividends upon, any outstanding shares of Mandatory Convertible Preferred Stock with respect to any Dividend Period unless
all dividends for all preceding Dividend Periods have been declared and paid upon, or a sufficient sum of cash has been set apart for
the payment of such dividends upon, all outstanding shares of Mandatory Convertible Preferred Stock.

 Holders shall not be entitled to any dividends on
Mandatory Convertible Preferred Stock, whether payable in cash, property or shares of Common Stock, in excess of full cumulative dividends.

 8

 Except as described in this Certificate of Designations,
including Section 6(d), dividends on each share of Mandatory Convertible Preferred Stock shall cease to accumulate on such share of Mandatory
Convertible Preferred Stock on the earlier of the Final Dividend Payment Date and the Fundamental Change Conversion Date, if any, applicable
to such share of Mandatory Convertible Preferred Stock (for such share of Mandatory Convertible Preferred Stock, the &ldquo; Preferred
Dividend Termination Date &rdquo;). With respect to any shares of Mandatory Convertible Preferred Stock that are subject to an Early
Conversion, such shares shall cease to accumulate dividends on the Early Conversion Date.

 (b) Priority
of Dividends . So long as any share of Mandatory Convertible Preferred Stock remains outstanding, no dividend or distribution shall
be declared or paid on the Common Stock or any other class or series of Junior Stock, and no Common Stock or any other class or series
of Junior Stock or Parity Stock shall be, directly or indirectly, purchased, redeemed or otherwise acquired for consideration by the Corporation
or any of its Subsidiaries unless, in each case, all accumulated and unpaid dividends for all preceding Dividend Periods have been declared
and paid in full in cash, or a sufficient sum of cash has been set apart for the payment of such dividends, upon all outstanding shares
of Mandatory Convertible Preferred Stock. The foregoing limitation shall not apply to:

 (i) any
dividend or distribution payable in shares of Common Stock or any other class or series of the Corporation&rsquo;s capital stock that
is neither Parity Stock nor Senior Stock;

 (ii) purchases,
redemptions or other acquisitions of Common Stock, other Junior Stock or Parity Stock in connection with the administration of any benefit
or other incentive plan, including any employment contract, in the ordinary course of business;

 (iii) purchases
to offset the Share Dilution Amount pursuant to a publicly announced repurchase plan, or acquisitions of shares of Common Stock surrendered,
deemed surrendered or withheld in connection with the exercise of stock options or the vesting of restricted stock, restricted stock units,
restricted stock equivalents or similar instruments (provided that the number of shares purchased to offset the Share Dilution
Amount shall in no event exceed the Share Dilution Amount);

 (iv) purchases
of Common Stock or any other class or series of the Corporation&rsquo;s capital stock that is neither Parity Stock nor Senior Stock pursuant
to a contractually binding requirement to buy Common Stock or any such other class or series of the Corporation&rsquo;s capital stock
existing prior to February 1, 2026;

 (v) any
dividends or distributions of rights or any class or series of the Corporation&rsquo;s capital stock that is neither Parity Stock nor
Senior Stock in connection with any shareholders&rsquo; rights plan or any redemption or repurchase of rights pursuant to any such plan;

 (vi) the
exchange or conversion of any class or series of the Corporation&rsquo;s capital stock that is neither Parity Stock nor Senior Stock for
or into another class or series of the Corporation&rsquo;s capital stock that is neither Parity Stock nor Senior Stock or of Parity Stock
for or into other Parity Stock (with the same or lesser aggregate liquidation preference) or any class or series of the Corporation&rsquo;s
capital stock that is neither Parity Stock nor Senior Stock and, in each case, the payment of cash solely in lieu of fractional shares;
and

 (vii) the
deemed purchase or acquisition of fractional interests in shares of the Common Stock, any other class or series of the Corporation&rsquo;s
capital stock that is neither Parity Stock nor Senior Stock or Parity Stock pursuant to the conversion or exchange provisions of such
shares or the security being converted or exchanged.

 When dividends on shares of the Mandatory Convertible
Preferred Stock (i) have not been declared and paid in full on any Dividend Payment Date, or (ii) have been declared but a sum
of cash sufficient for payment thereof has not been set aside for the benefit of the Holders thereof on the applicable Regular Record
Date, no dividends may be declared or paid on any shares of Parity Stock unless dividends are declared on the shares of Mandatory Convertible
Preferred Stock such that the respective amounts of such dividends declared on the shares of Mandatory Convertible Preferred Stock and
such shares of Parity Stock shall be allocated pro rata among the Holders of the shares of Mandatory Convertible Preferred Stock and the
holders of any shares of Parity Stock then outstanding. For purposes of calculating the pro rata allocation of partial dividend payments,
the Corporation shall allocate those payments so that the respective amounts of those payments for the declared dividend bear the same
ratio to each other as all accumulated and unpaid dividends per share on the shares of Mandatory Convertible Preferred Stock and such
shares of Parity Stock bear to each other (subject to their having been declared by the Board of Directors, or an authorized committee
thereof, out of funds available to pay dividends); provided that any unpaid dividends on the Mandatory Convertible Preferred Stock
will continue to accumulate. For purposes of this calculation, with respect to non-cumulative Parity Stock, the Corporation shall use
the full amount of dividends that would be payable for the most recent dividend period if dividends were declared in full on such non-cumulative
Parity Stock.

 9

 Subject to the foregoing, and not otherwise, such
dividends as may be determined by the Board of Directors (or an authorized committee thereof) may be declared and paid (payable in cash
or other property or securities) on any securities, including Common Stock and other Junior Stock, from time to time out of funds available
to pay dividends, and Holders shall not be entitled to participate in any such dividends.

 (c) Method
of Payment of Dividends . (i) The Corporation shall pay any declared dividend (or any portion of any declared dividend) on the
shares of Mandatory Convertible Preferred Stock, whether or not for a current Dividend Period or any prior Dividend Period, in cash.

 (ii) All cash payments to which a
Holder is entitled in connection with a declared dividend on the shares of Mandatory Convertible Preferred Stock will be computed to the
nearest cent.

 Section 4. Liquidation,
Dissolution or Winding-Up . (a) In the event of any voluntary or involuntary liquidation, winding-up or
dissolution of the Corporation, each Holder shall be entitled to receive, per share of Mandatory Convertible Preferred Stock, the
greater of (i) the Liquidation Preference per share of the Mandatory Convertible Preferred Stock, plus an amount (the
&ldquo; Liquidation Dividend Amount &rdquo;) equal to accumulated and unpaid dividends on such share, whether or not declared,
to, but excluding, the date fixed for liquidation, winding-up or dissolution and (ii) an amount equal to the amount the Holder would
have received upon such liquidation, winding-up or dissolution if the Holder had effected an Early Conversion of the Mandatory
Convertible Preferred Stock immediately prior thereto, to be paid out of the assets of the Corporation legally available for
distribution to its shareholders, after satisfaction of indebtedness and other liabilities owed to the Corporation&rsquo;s creditors
and holders of shares of any class or series of the Corporation&rsquo;s capital stock ranking senior to the Mandatory Convertible
Preferred Stock as to distribution rights upon the Corporation&rsquo;s liquidation, winding-up or dissolution and before any payment
or distribution is made to holders of shares of any class or series of the Corporation&rsquo;s capital stock ranking junior to the
Mandatory Convertible Preferred Stock as to distribution rights upon liquidation, winding-up or dissolution, including, without
limitation, the Common Stock.

 (b) If,
upon the voluntary or involuntary liquidation, winding-up or dissolution of the Corporation, the amounts payable with respect to (1) the
Liquidation Preference plus the Liquidation Dividend Amount of the Mandatory Convertible Preferred Stock and (2) the liquidation
preference of, and the amount of accumulated and unpaid dividends, whether or not declared, to, but excluding, the date fixed for such
liquidation, winding-up or dissolution, on all Parity Stock, if applicable, are not paid in full, all Holders and all holders of any such
Parity Stock shall share equally and ratably in any distribution of the Corporation&rsquo;s assets in proportion to their respective liquidation
preferences and amounts equal to the accumulated and unpaid dividends (if any) to which they are entitled.

 (c) After
the payment to any Holder of the full amount of the Liquidation Preference and the Liquidation Dividend Amount for each of such Holder&rsquo;s
shares of Mandatory Convertible Preferred Stock, such Holder as such shall have no right or claim to any of the remaining assets of the
Corporation.

 (d) Neither
the sale, lease nor exchange of all or substantially all of Corporation&rsquo;s assets or business (other than in connection with the
liquidation, winding-up or dissolution of the Corporation), nor the Corporation&rsquo;s merger or consolidation into or with any other
Person, shall be deemed to be the voluntary or involuntary liquidation, winding-up or dissolution of the Corporation.

 (e) The
Corporation shall not be required to set aside funds to protect the Liquidation Preference of the Mandatory Convertible Preferred Stock.

 Section 5. Voting Rights .

 (a) General .
Holders shall not have any voting rights other than those set forth in this Section 5, except as specifically required by Delaware law
or by the Certificate of Incorporation from time to time.

 (b) Right
to Elect Two Directors Upo n Nonpayment . (i) Whenever dividends on any shares of Mandatory Convertible Preferred Stock have
not been declared and paid in full for the equivalent of six or more Dividend Periods (including, for the avoidance of doubt, the Dividend
Period beginning on, and including, the Initial Issue Date and ending on, but excluding the Initial Dividend Payment Date), whether or
not for consecutive Dividend Periods (a &ldquo;Nonpayment&rdquo;), the authorized number of directors on the Board of Directors shall,
at the next annual meeting of shareholders or at a special meeting of the shareholders as provided below, automatically be increased by
two and Holders of record, voting together as a single class with holders of record of any and all other series of Voting Preferred Stock
then outstanding, shall be entitled, at the Corporation&rsquo;s next annual meeting of shareholders or at a special meeting of shareholders
as provided below, to vote for the election of a total of two additional members of the Board of Directors (the &ldquo;Preferred Stock
Directors&rdquo;); provided that the election of any such Preferred Stock Directors will not cause the Corporation to violate the corporate
governance requirements of the New York Stock Exchange (or any other exchange or automated quotation system on which the Corporation&rsquo;s
securities may be listed or quoted) that requires listed or quoted companies to have a majority of independent directors; provided further
that the Board of Directors shall, at no time, include more than two Preferred Stock Directors.

 10

 (ii)
In the event of a Nonpayment, the Holders of at least 25% of the shares of Mandatory Convertible Preferred Stock and holders of record
of any other series of Voting Preferred Stock may request that a special meeting of the applicable shareholders be called to elect such
Preferred Stock Directors (provided, however, to the extent permitted by the Bylaws, if the next annual or a special meeting of shareholders
is scheduled to be held within 90 days of the receipt of such request, the election of such Preferred Stock Directors shall be included
in the agenda for, and shall be held at, such scheduled annual or special meeting of shareholders). The Preferred Stock Directors shall
stand for reelection annually, at each subsequent annual meeting of the shareholders, so long as the Holders continue to have such voting
rights. At any meeting at which the Holders are entitled to elect Preferred Stock Directors, the holders of record of a majority of the
then outstanding shares of Mandatory Convertible Preferred Stock and all other series of Voting Preferred Stock, present in person or
represented by proxy, shall constitute a quorum and the vote of the holders of record of a majority of such shares of Mandatory Convertible
Preferred Stock and other Voting Preferred Stock so present or represented by proxy at any such meeting at which there shall be a quorum
shall be sufficient to elect the Preferred Stock Directors. Whether a plurality, majority or other portion in voting power of Mandatory
Convertible Preferred Stock and any other Voting Preferred Stock have been voted in favor of any matter shall be determined by reference
to the respective liquidation preference amounts of the Mandatory Convertible Preferred Stock and such other Voting Preferred Stock voted.

 (iii)
If and when all accumulated and unpaid dividends on the Mandatory Convertible Preferred Stock have been paid in full (a &ldquo;Nonpayment
Remedy&rdquo;), the Holders shall immediately and, without any further action by the Corporation, be divested of the voting rights described
in this Section 5(b), subject to the revesting of such rights in the event of each subsequent Nonpayment. If such voting rights for the
Holders and all other holders of Voting Preferred Stock shall have terminated, the term of office of each Preferred Stock Director so
elected shall terminate at such time and the authorized number of directors on the Board of Directors shall automatically decrease by
two as of the date of the Nonpayment Remedy.

 (iv) Any
Preferred Stock Director may be removed at any time, with or without cause, by the holders of record of a majority in voting power of
the outstanding shares of Mandatory Convertible Preferred Stock and any other series of Voting Preferred Stock then outstanding (voting
together as a single class) when they have the voting rights described in this Section 5(b). In the event that a Nonpayment shall have
occurred and there shall not have been a Nonpayment Remedy, any vacancy in the office of a Preferred Stock Director (other than prior
to the initial election of Preferred Stock Directors after a Nonpayment) may be filled by the written consent of the Preferred Stock Director
remaining in office, except in the event that such vacancy is created as a result of such Preferred Stock Director being removed or if
no Preferred Stock Director remains in office, such vacancy may be filled by a vote of the holders of record of a majority in voting power
of the outstanding shares of Mandatory Convertible Preferred Stock and any other series of Voting Preferred Stock then outstanding (voting
together as a single class) when they have the voting rights described above; provided that the election of any such Preferred Stock Directors
to fill such vacancy will not cause the Corporation to violate the corporate governance requirements of the New York Stock Exchange (or
any other exchange or automated quotation system on which the Corporation&rsquo;s securities may be listed or quoted) that requires listed
or quoted companies to have a majority of independent directors. The Preferred Stock Directors shall each be entitled to one vote per
director on any matter that shall come before the Board of Directors for a vote.

 (c) Other
Voting Rights . So long as any shares of Mandatory Convertible Preferred Stock are outstanding, in addition to any other vote or consent
of shareholders required by applicable Delaware law or by the Certificate of Incorporation, the Corporation shall not, without the affirmative
vote or consent of the Holders of at least a majority of the outstanding shares of Mandatory Convertible Preferred Stock, voting in person
or by proxy, either in writing or at an annual or special meeting of such shareholders:

 (i) amend
or alter the provisions of Certificate of Incorporation so as to authorize or create, or increase the authorized amount of, any Senior
Stock;

 (ii) amend,
alter or repeal the provisions of the Certificate of Incorporation or this Certificate of Designations so as to adversely affect the voting
powers, designations, powers, preferences or the relative, participating, optional or other rights of the Mandatory Convertible Preferred
Stock; or

 (iii) consummate
a binding share exchange or reclassification involving the shares of Mandatory Convertible Preferred Stock or a merger or consolidation
of the Corporation with another entity, unless in each case: (A) the Mandatory Convertible Preferred Stock is converted, repurchased or
redeemed immediately prior to or concurrent with such consummation or (B) both (I) the shares of Mandatory Convertible Preferred Stock
remain outstanding and are not amended in any respect or, in the case of any such merger or consolidation with respect to which the Corporation
is not the surviving or resulting entity, are converted or reclassified into or exchanged for preference securities of the surviving or
resulting entity or its ultimate parent; and (II) such Mandatory Convertible Preferred Stock remaining outstanding or such preference
securities, as the case may be, have such voting powers, designations, powers, preferences and relative, participating, optional and other
rights, taken as a whole, as are not materially less favorable to the holders thereof than the voting powers, designations, powers, preferences
and the relative, participating, optional and other rights of the Mandatory Convertible Preferred Stock immediately prior to such consummation;

 11

 provided , however , that in the event a transaction would
trigger voting rights under clauses (ii) and (iii) above, clause (iii) shall govern; provided , further , however ,
that for all purposes of this Section 5(c):

 (1) any increase in the amount of the Corporation&rsquo;s authorized but unissued shares of Preferred Stock,

 (2) any increase in the amount of the Corporation&rsquo;s authorized or issued shares of Mandatory Convertible Preferred Stock, and

 (3) the creation and issuance, or an increase in the authorized or issued amount, of any other series of Parity Stock or any class or
series of the Corporation&rsquo;s capital stock ranking junior to the Mandatory Convertible Preferred Stock as to dividend rights and
distribution rights upon the Corporation&rsquo;s liquidation, winding-up or dissolution,

 shall be deemed not to adversely affect the voting powers, designations,
powers, preferences or the relative, participating, optional or other rights of the Mandatory Convertible Preferred Stock and shall not
require the affirmative vote or consent of Holders.

 (d) Without
the consent of the Holders, so long as such action does not adversely affect the voting powers, designations, powers, preferences or the
relative, participating, optional or other rights of the Mandatory Convertible Preferred Stock and limitations and restrictions thereof,
the Corporation may amend, alter, supplement or repeal any terms of the Mandatory Convertible Preferred Stock:

 (i) to cure any ambiguity, omission or mistake, or to correct or supplement any provision contained in this Certificate of Designations
that may be defective or inconsistent with any other provision contained in this Certificate of Designations;

 (ii) to make any provision with respect to matters or questions relating to the Mandatory Convertible Preferred Stock that is not inconsistent
with the provisions of the Certificate of Incorporation or this Certificate of Designations; or

 (iii) to waive any of the Corporation&rsquo;s rights with respect to the Mandatory Convertible Preferred Stock.

 (e) Without
the consent of the Holders, the Corporation may amend, alter, supplement or repeal any terms of the Mandatory Convertible Preferred Stock
to:

 (i) file a certificate of correction with respect to this Certificate
of Designations to the extent permitted by Section 103(f) of the Delaware General Corporation Law; or

 (ii) amend this Certificate of Designations in connection with a
Reorganization Event to the extent required pursuant to Section 13.

 (f) Prior
to the close of business on the applicable Conversion Date (or, if applicable, the last day of the Early Conversion Settlement Period),
the shares of Common Stock issuable upon conversion of the Mandatory Convertible Preferred Stock shall not be outstanding, or deemed to
be outstanding, and Holders shall have no voting rights with respect to such shares of Common Stock by virtue of holding the Mandatory
Convertible Preferred Stock, including the right to vote on any amendment to the Certificate of Incorporation or this Certificate of Designations
that would adversely affect the rights of holders of the Common Stock.

 (g) The
number of votes that each share of Mandatory Convertible Preferred Stock participating in any vote set forth in this Section 5 shall be
in proportion to the liquidation preference of such share.

 (h) The
rules and procedures for calling and conducting any meeting of the Holders (including, without limitation, the fixing of a record date
in connection therewith), the solicitation and use of proxies at such a meeting, the obtaining of written consents and any other procedural
aspect or matter with regard to such a meeting or such consents shall be governed by any rules the Board of Directors, in its discretion,
may adopt from time to time, which rules and procedures shall conform to the requirements of the Certificate of Incorporation, the Bylaws
and applicable law.

 12

 Section 6. Mandatory Conversion on the
Mandatory Conversion Date . (a) Except as set forth in Section 6(d), each outstanding share of Mandatory Convertible
Preferred Stock shall automatically convert (unless previously converted in accordance with Section 7 or Section 8) on the Mandatory
Conversion Date (&ldquo; Mandatory Conversion &rdquo;), into a number of shares of Common Stock equal to the Mandatory
Conversion Rate. If the Mandatory Conversion Date occurs after the Final Dividend Payment Date (whether because a Scheduled Trading
Day during the Settlement Period is not a Trading Day due to the occurrence of a Market Disruption Event or otherwise), no interest
or other amounts shall accrue as a result of such postponement.

 (b) The
&ldquo; Mandatory Conversion Rate &rdquo; shall, subject to adjustment in accordance with Section 6(c), be as follows:

 (i) if
the Applicable Market Value is greater than the Threshold Appreciation Price, then the Mandatory Conversion Rate shall be equal to 7.1806
shares of Common Stock per share of Mandatory Convertible Preferred Stock (the &ldquo; Minimum Conversion Rate &rdquo;);

 (ii)
if the Applicable Market Value is less than or equal to the Threshold Appreciation Price but equal to or greater than the Initial Price,
then the Mandatory Conversion Rate per share of Mandatory Convertible Preferred Stock shall be equal to $1,000.00 divided by the
Applicable Market Value, rounded to the nearest ten-thousandth of a share of Common Stock; or

 (iii) if
the Applicable Market Value is less than the Initial Price, then the Mandatory Conversion Rate shall be equal to 8.2576 shares of Common
Stock per share of Mandatory Convertible Preferred Stock (the &ldquo; Maximum Conversion Rate &rdquo;);

 provided that the Fixed Conversion Rates are each subject to
adjustment in accordance with the provisions of Section 12.

 (c) If the
Corporation declares a dividend on the Mandatory Convertible Preferred Stock for the Dividend Period ending on, but excluding, the Final
Dividend Payment Date, the Corporation shall pay such dividend to the Record Holders as of the immediately preceding Regular Record Date,
in accordance with Section 3. If on or prior to the Final Dividend Payment Date, the Corporation has not declared all or any portion
of the accumulated and unpaid dividends on the Mandatory Convertible Preferred Stock through the Final Dividend Payment Date, the Mandatory
Conversion Rate shall be adjusted so that Holders receive an additional number of shares of Common Stock equal to:

 (i) the
amount of such accumulated and unpaid dividends that have not been declared (&ldquo; Mandatory Conversion Additional Conversion Amount &rdquo;),
 divided by

 (ii) the
greater of (x) the Floor Price and (y) 97% of the Average Price;

 provided that in no event shall the number of shares
of Common Stock delivered per share of the Mandatory Convertible Preferred Stock upon conversion thereof pursuant to this Section 6 exceed
the Maximum Conversion Rate. To the extent that the Mandatory Conversion Additional Conversion Amount exceeds the product of such number
of additional shares and 97% of the Average Price, the Corporation shall, if it is able to do so under applicable Delaware law, declare
and pay such excess amount in cash (computed to the nearest cent) pro rata per share to the Holders. To the extent that the Corporation
is not able to pay such excess amount in cash under applicable Delaware law, the Corporation shall not have any obligation to pay such
amount in cash or deliver additional shares of Common Stock in respect of such amount, and such amount will not form a part of the cumulative
dividends that may be deemed to accumulate on the shares of Mandatory Convertible Preferred Stock.

 13

 (d) Notwithstanding
anything to the contrary contained in this Section 6, no mandatory conversion of Mandatory Convertible Preferred Stock pursuant to this
Section 6 shall be effective and no Conversion Date shall be deemed to have occurred if, as a result of such conversion, the Holder thereof
would be required to make a notification or filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the &ldquo; HSR
Act &rdquo;), unless and until such notification or filing has been made and the applicable waiting period under the HSR Act has expired
or been terminated (such limitation, the &ldquo; HSR Limitation &rdquo;). If any share of Mandatory Convertible Preferred Stock is
not converted on the Mandatory Conversion Date as a result of the HSR Limitation, such share of Mandatory Convertible Preferred Stock
shall remain outstanding. Within five Business Days of making the relevant notification or filing and the expiration or termination of
the waiting period under the HSR Act, the Holder of such share of Mandatory Convertible Preferred Stock may, by delivering a notice to
the Corporation, convert such share of Mandatory Convertible Preferred Stock into a number of shares of Common Stock equal to the Maximum
Conversion Rate and receive the Mandatory Conversion Additional Conversion Amount, if any. The Corporation shall deliver such shares of
Common Stock and any Mandatory Conversion Additional Conversion Amount due to such converting Holder on the second Business Day immediately
after the date of the notice. If, by reason of the HSR Limitation, any share of Mandatory Convertible Preferred Stock remains outstanding
after the Mandatory Conversion Date, then, from and after the Mandatory Conversion Date and until such share is converted (unless redeemed
as provided below), such share shall cease to accrue dividends as a share of Mandatory Convertible Preferred Stock and shall instead entitle
the Holder thereof to receive dividends, if any, at the same rate and on the same basis as dividends, if any, payable from time to time
on a number of shares of Common Stock equal to the Mandatory Conversion Rate. Notwithstanding anything to the contrary, if any share of
Mandatory Convertible Preferred Stock remains outstanding after the Mandatory Conversion Date by reason of the HSR Limitation, the Corporation
shall have the right, but not the obligation, to redeem any such remaining shares of Mandatory Convertible Preferred Stock on a Business
Day selected by the Corporation by notice (a &ldquo; Redemption Notice &rdquo;) to the Holder delivered at least three Business Days
prior to the date of redemption, for a cash purchase price equal to the HSR Redemption Price.

 Section 7. Early Conversion at the Option
of the Holder . (a) Other than during a Fundamental Change Conversion Period, subject to satisfaction of the conversion
procedures set forth in Section 9, the Holders shall have the right to convert their Mandatory Convertible Preferred Stock, in whole
or in part (but in no event less than one share of Mandatory Convertible Preferred Stock), at any time prior to the Final Dividend
Payment Date (&ldquo; Early Conversion &rdquo;), into shares of Common Stock at the Minimum Conversion Rate, subject to
adjustments in accordance with Section 7(b).

 (b) If,
as of any Early Conversion Date, the Corporation has not declared all or any portion of the accumulated and unpaid dividends for all full
Dividend Periods ending on or before the Dividend Payment Date immediately prior to such Early Conversion Date, the Minimum Conversion
Rate shall be adjusted, with respect to the relevant Early Conversion, so that the Holders converting their Mandatory Convertible Preferred
Stock at such time receive an additional number of shares of Common Stock per share of Mandatory Convertible Preferred Stock surrendered
for conversion equal to:

 (i) the
amount of such accumulated and unpaid dividends per share of Mandatory Convertible Preferred Stock that have not been declared for such
prior full Dividend Periods (the &ldquo; Early Conversion Additional Conversion Amount &rdquo;), divided by

 (ii) the
greater of (x) the Floor Price and (y) the Average VWAP per share of the Common Stock over the 20 consecutive Trading Day period (the
&ldquo; Early Conversion Settlement Period &rdquo;) commencing on, and including, the 21st Scheduled Trading Day immediately preceding
the Early Conversion Date (such average being referred to as the &ldquo; Early Conversion Average Price &rdquo;);

 provided that the Minimum Conversion
Rate as adjusted pursuant to Section 7(b) shall not exceed the Maximum Conversion Rate and the Corporation shall not have any obligation
to pay cash or deliver shares of Common Stock in excess of such limitation.

 Except as set forth in the first sentence of this
Section 7(b), upon any Early Conversion of any shares of Mandatory Convertible Preferred Stock, the Corporation shall make no payment
or allowance for unpaid dividends on such shares of Mandatory Convertible Preferred Stock, unless such Early Conversion Date occurs after
the Regular Record Date for a declared dividend and on or prior to the immediately succeeding Dividend Payment Date, in which case the
Corporation shall pay such dividend on such Dividend Payment Date to the Record Holder of the converted shares of Mandatory Convertible
Preferred Stock as of such Regular Record Date, in accordance with Section 3.

 14

 (c) Notwithstanding
anything to the contrary contained in this Section 7, if the HSR Limitation applies to any Early Conversion of shares of Mandatory Convertible
Preferred Stock, the delivery and/or payment of shares of Common Stock and any Early Conversion Additional Conversion Amount upon such
Early Conversion pursuant to this Section 7 shall be delayed and held in abeyance until the relevant notification or filing has been made
and the applicable waiting period under the HSR Act has expired or been terminated. During any such delay, no dividends shall be deemed
to accrue on such shares of Mandatory Convertible Preferred Stock or the underlying Common Stock. During any such delay, the Holder of
such shares of Mandatory Convertible Preferred Stock may, at its option, elect to rescind its conversion notice relating to such shares
of Mandatory Convertible Preferred Stock. Upon rescission of the conversion notice, such shares of Mandatory Convertible Preferred Stock
subject to such conversion notice shall be deemed to be outstanding as if such conversion notice had never been delivered by the Holder.

 Section 8. Fundamental Change
Conversion . (a) If a Fundamental Change occurs on or prior to the Final Dividend Payment Date, the Holders shall
have the right (the &ldquo; Fundamental Change Conversion Right &rdquo;) during the Fundamental Change Conversion Period
to:

 (i) convert
their shares of Mandatory Convertible Preferred Stock, in whole or in part (but in no event less than one share of Mandatory Convertible
Preferred Stock) (any such conversion pursuant to this Section 8(a) being a &ldquo; Fundamental Change Conversion &rdquo;) into
a number of shares of Common Stock (or, to the extent applicable, Units of Exchange Property in accordance with Section 13) equal to the
Fundamental Change Conversion Rate per share of Mandatory Convertible Preferred Stock;

 (ii) with
respect to such converted shares of Mandatory Convertible Preferred Stock, receive an amount equal to the present value as of the Fundamental
Change Effective Date, calculated using a discount rate of 6.50% per annum, of all dividend payments on such shares (excluding any Accumulated
Dividend Amount and subject to the proviso at the end of this Section 8(a)) for (a) the partial Dividend Period, if any, from, and including,
the Fundamental Change Effective Date to, but excluding, the next Dividend Payment Date and (b) all the remaining full Dividend Periods
from, and including, the Dividend Payment Date following the Fundamental Change Effective Date to, but excluding, the Final Dividend Payment
Date (the &ldquo; Fundamental Change Dividend Make-whole Amount &rdquo;), payable in cash; and

 (iii) with
respect to such converted shares of Mandatory Convertible Preferred Stock, receive the Accumulated Dividend Amount payable in cash,

 subject in the case of clauses (ii) and (iii) to the Corporation&rsquo;s
right to deliver shares of Common Stock in lieu of all or part of such amounts as set forth in Section 8(d); provided that if the Fundamental
Change Effective Date or the Fundamental Change Conversion Date falls after the Regular Record Date for a declared dividend and on or
prior to the next Dividend Payment Date, the Corporation shall pay such dividend on such Dividend Payment Date to the Record Holders as
of such Regular Record Date, in accordance with Section 3, and such dividend shall not be included in the Accumulated Dividend Amount,
and the Fundamental Change Dividend Make-whole Amount shall not include the present value of the payment of such dividend.

 (b) To exercise
the Fundamental Change Conversion Right, Holders must submit their shares of Mandatory Convertible Preferred Stock for conversion at any
time during the Fundamental Change Conversion Period. Holders that submit their shares of Mandatory Convertible Preferred Stock for conversion
during the Fundamental Change Conversion Period shall be deemed to have exercised their Fundamental Change Conversion Right. Holders who
do not submit their shares for conversion during the Fundamental Change Conversion Period shall not be entitled to convert their shares
of Mandatory Convertible Preferred Stock at the relevant Fundamental Change Conversion Rate or to receive the relevant Fundamental Change
Dividend Make-whole Amount or the relevant Accumulated Dividend Amount.

 15

 The Corporation shall provide written notice (the
&ldquo; Fundamental Change Notice &rdquo;) to Holders of the anticipated Fundamental Change Effective Date as soon as reasonably
practicable and in any event no later than the second Business Day immediately following the actual Fundamental Change Effective Date.
The Fundamental Change Notice shall state:

 (i) the event causing the Fundamental Change;

 (ii) the anticipated Fundamental Change Effective Date or actual Fundamental Change Effective Date, as the case may be;

 (iii) that Holders shall have the right to effect a Fundamental Change Conversion in connection with such Fundamental Change during the Fundamental Change Conversion Period;

 (iv) the Fundamental Change Conversion Period; and

 (v) the instructions a Holder must follow to effect a Fundamental Change Conversion in connection with such Fundamental Change.

 (c) As
soon as reasonably practicable and in any event no later than the second Business Day immediately following the Fundamental Change Effective
Date, the Corporation shall notify Holders of:

 (i) the Fundamental Change Conversion Rate;

 (ii) the Fundamental Change Dividend Make-whole Amount in accordance
with Section 8(d); and

 (iii) the Accumulated Dividend Amount as of the Fundamental Change
Effective Date in accordance with Section 8(d).

 (d) (i) For
any shares of Mandatory Convertible Preferred Stock that are converted by the Holder during the Fundamental Change Conversion Period,
in addition to the Common Stock issued upon conversion at the Fundamental Change Conversion Rate, the Corporation shall at its option
(subject to satisfaction of the requirements of this Section):

 (A)
pay the Fundamental Change Dividend Make-whole Amount in cash (computed to the nearest cent), to the extent the Corporation is legally
permitted to do so;

 (B)
increase the number of shares of Common Stock (or, to the extent applicable, Units of Exchange Property) to be issued on conversion by
a number equal to (x) the Fundamental Change Dividend Make-whole Amount divided by (y) the greater of (i) the Floor Price
and (ii) 97% of the Fundamental Change Share Price; or

 (C)
pay the Fundamental Change Dividend Make-whole Amount in a combination of cash and shares of Common Stock (or, to the extent applicable,
Units of Exchange Property) in accordance with the provisions of clauses (A) and (B) above.

 16

 (ii) In
addition, to the extent that the Accumulated Dividend Amount exists as of the Fundamental Change Effective Date and subject to the limitations
described in this Section 8(d), the converting Holder shall be entitled to receive such Accumulated Dividend Amount upon such Fundamental
Change Conversion. The Corporation shall, at its option, pay the Accumulated Dividend Amount (subject to satisfaction of the requirements
of this Section):

 (A)
in cash (computed to the nearest cent), to the extent the Corporation is legally permitted to do so;

 (B)
in an additional number of shares of Common Stock (or, to the extent applicable, Units of Exchange Property) equal to (x) the Accumulated
Dividend Amount divided by (y) the greater of (i) the Floor Price and (ii) 97% of the Fundamental Change Share Price; or

 (C)
through any combination of cash and shares of Common Stock (or, to the extent applicable, Units of Exchange Property) in accordance with
the provisions of clauses (A) and (B) above.

 (iii)
The Corporation shall pay the Fundamental Change Dividend Make-whole Amount and the Accumulated Dividend Amount in cash, except to the
extent the Corporation elects on or prior to the second Business Day following the relevant Fundamental Change Effective Date to make
all or any portion of such payments in shares of Common Stock (or, to the extent applicable, Units of Exchange Property). If the Corporation
elects to deliver Common Stock (or, to the extent applicable, Units of Exchange Property) in respect of all or any portion of the Fundamental
Change Dividend Make-whole Amount or the Accumulated Dividend Amount, to the extent that the Fundamental Change Dividend Make-whole Amount
or the Accumulated Dividend Amount (or, to the extent applicable, Units of Exchange Property) exceeds the product of the number of additional
shares the Corporation delivers in respect thereof and 97% of the Fundamental Change Share Price, the Corporation shall, if it is able
to do so under applicable Delaware law, pay such excess amount in cash (computed to the nearest cent). To the extent that the Corporation
is not able to pay such excess amount in cash under applicable Delaware law, the Corporation shall not have any obligation to pay such
amount in cash or deliver additional shares of Common Stock in respect of such amount.

 (iv) No
fractional shares of Common Stock (or, to the extent applicable, Units of Exchange Property) shall be delivered by the Corporation to
converting Holders in respect of the Fundamental Change Dividend Make-whole Amount or the Accumulated Dividend Amount. The Corporation
shall instead, to the extent legally permissible and in compliance with the terms of the Corporation&rsquo;s then existing indebtedness,
pay a cash adjustment (computed to the nearest cent) to each converting Holder that would otherwise be entitled to receive a fraction
of a share of Common Stock (or, to the extent applicable, a Unit of Exchange Property) based on the Average VWAP per share of Common Stock
(or, to the extent applicable, per Unit of Exchange Property) over the five consecutive Trading Day period ending on, and including, the
second Trading Day immediately preceding the relevant Fundamental Change Conversion Date. In the event that the Corporation is unable
to pay cash in lieu of a fractional share, the Corporation shall instead use commercially reasonable efforts to round up to the nearest
whole share for each Holder.

 17

 (v) If
the Corporation is prohibited from paying or delivering, as the case may be, the Fundamental Change Dividend Make-whole Amount or the
Accumulated Dividend Amount, in whole or in part, due to limitations of applicable Delaware law, the Fundamental Change Conversion Rate
will instead be increased by a number of shares of Common Stock equal to:

 (A) the cash amount of the aggregate
unpaid and undelivered Fundamental Change Dividend Make-whole Amount and Accumulated Dividend Amount, divided by

 (B) the greater of (i) the Floor Price
and (ii) 97% of the Fundamental Change Share Price.

 To the extent that the cash amount of
the aggregate unpaid and undelivered Fundamental Change Dividend Make-whole Amount and Accumulated Dividend Amount exceeds the product
of such number of additional shares and 97% of the Fundamental Change Share Price, the Corporation shall not have any obligation to pay
the shortfall in cash or deliver additional shares of Common Stock in respect of such amount.

 (e) Notwithstanding
anything to the contrary contained in this Section 8, if the HSR Limitation applies to any Fundamental Change Conversion of shares of
Mandatory Convertible Preferred Stock, the delivery and/or payment of shares of Common Stock, any Fundamental Change Dividend Make-whole
Amount and any Accumulated Dividend Amount upon such Fundamental Change Conversion pursuant to this Section 8 shall be delayed and held
in abeyance until the relevant notification or filing has been made and the applicable waiting period under the HSR Act has expired or
been terminated. During any such delay, no dividends shall be deemed to accrue on such shares of Mandatory Convertible Preferred Stock
or the underlying Common Stock. During any such delay, the Holder of such shares of Mandatory Convertible Preferred Stock may, at its
option, elect to rescind its conversion notice relating to such shares of Mandatory Convertible Preferred Stock. Upon rescission of the
conversion notice, such shares of Mandatory Convertible Preferred Stock subject to such conversion notice shall be deemed to be outstanding
as if such conversion notice had never been delivered by the Holder.

 (f) Notwithstanding
anything to the contrary in this Section 8, in no event shall the number of shares of Common Stock delivered per share of the Mandatory
Convertible Preferred Stock upon conversion thereof pursuant to this Section 8 exceed the Maximum Conversion Rate.

 Section 9. Conversion
Procedures . (a) Pursuant to Section 6, on the Mandatory Conversion Date, any outstanding shares of Mandatory
Convertible Preferred Stock shall automatically convert into shares of Common Stock.

 If more than one share of the Mandatory Convertible
Preferred Stock held by the same Holder is automatically converted on the Mandatory Conversion Date, the number of shares of Common Stock
issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of Mandatory Convertible Preferred Stock
so converted. A Holder of shares of the Mandatory Convertible Preferred Stock that are mandatorily converted shall not be required to
pay any transfer taxes or duties relating to the issuance or delivery of the Common Stock, except that such Holder shall be required to
pay any tax or duty that may be payable relating to any transfer involved in the issuance or delivery of the Common Stock in a name other
than the name of such Holder.

 A certificate representing the shares of Common
Stock issuable upon conversion shall be issued and delivered to the converting Holder or, if Mandatory Convertible Preferred Stock being
converted are in book-entry form, the shares of Common Stock issuable upon conversion shall be delivered to the converting Holder through
book-entry transfer through the facilities of the Depositary, in each case, together with delivery by the Corporation to the converting
Holder of any cash to which the converting Holder is entitled, on the later of (i) the Mandatory Conversion Date and (ii) the Business
Day after the Holder has paid in full all applicable taxes and duties, if any.

 18

 The Person or Persons entitled to receive the shares
of Common Stock issuable upon Mandatory Conversion shall be treated as the record holder(s) of such shares of Common Stock as of
the close of business on the Mandatory Conversion Date. Except as provided under Section 12 or Section 6(d), prior to the close of business
on the Mandatory Conversion Date, the Common Stock issuable upon conversion of Mandatory Convertible Preferred Stock shall not be outstanding,
or deemed to be outstanding, for any purpose and Holders shall have no voting powers, designations, powers, preferences or relative, participating,
optional or other rights with respect to such Common Stock, including voting rights, rights to respond to tender offers and rights to
receive any dividends or other distributions on the Common Stock, by virtue of holding Mandatory Convertible Preferred Stock.

 (b) To
effect an Early Conversion pursuant to Section 7, a Holder must:

 (i) complete
and manually sign the conversion notice on the back of the Mandatory Convertible Preferred Stock certificate or a facsimile of such conversion
notice;

 (ii) deliver
the completed conversion notice and the certificated shares of Mandatory Convertible Preferred Stock to be converted to the Conversion
Agent; and

 (iii) if
required, furnish appropriate endorsements and transfer documents.

 Notwithstanding the foregoing, to effect an Early Conversion pursuant
to Section 7 of shares of Mandatory Convertible Preferred Stock represented by Global Preferred Shares, the Holder must, in lieu of the
foregoing, comply with the applicable procedures of DTC (or any other Depositary for the shares of Mandatory Convertible Preferred Stock
represented by Global Preferred Shares appointed by the Corporation).

 The Early Conversion shall be effective on the date
on which a Holder has satisfied the foregoing requirements, to the extent applicable (&ldquo; Early Conversion Date &rdquo;).

 If more than one share of the Mandatory Convertible
Preferred Stock is surrendered for conversion at one time by or for the same Holder, the number of shares of Common Stock issuable upon
conversion thereof shall be computed on the basis of the aggregate number of shares of the Mandatory Convertible Preferred Stock so surrendered.

 A Holder shall not be required to pay any taxes or
duties relating to the issuance or delivery of Common Stock upon conversion, but such Holder shall be required to pay any tax or duty
that may be payable relating to any transfer involved in the issuance or delivery of Common Stock in a name other than the name of such
Holder.

 19

 A certificate representing the shares of Common Stock
issuable upon conversion shall be issued and delivered to the converting Holder or, if Mandatory Convertible Preferred Stock being converted
are in book-entry form, the shares of Common Stock issuable upon conversion shall be delivered to the converting Holder through book-entry
transfer through the facilities of the Depositary, in each case, together with delivery by the Corporation to the converting Holder of
any cash to which the converting Holder is entitled, on the latest of (i) the second Business Day immediately succeeding the Early
Conversion Date, (ii) the second Business Day immediately succeeding the last day of the Early Conversion Settlement Period, and
(iii) the Business Day after the Holder has paid in full all applicable taxes and duties, if any.

 The Person or Persons entitled to receive the shares
of Common Stock issuable upon Early Conversion shall be treated for all purposes as the record holder(s) of such shares of Common
Stock as of the close of business on the applicable Early Conversion Date or, if applicable, the last day of the Early Conversion Settlement
Period. Except as set forth in Section 12 or Section 6(d), prior to the close of business on such applicable Early Conversion Date or,
if applicable, the last day of the Early Conversion Settlement Period, the shares of Common Stock issuable upon conversion of any shares
of Mandatory Convertible Preferred Stock shall not be outstanding, or deemed to be outstanding, for any purpose, and Holders shall have
no rights with respect to such shares of Common Stock, including voting rights, rights to respond to tender offers for the Common Stock
and rights to receive any dividends or other distributions on the Common Stock, by virtue of holding shares of Mandatory Convertible Preferred
Stock.

 In the event that an Early Conversion is effected
with respect to shares of Mandatory Convertible Preferred Stock representing less than all the shares of Mandatory Convertible Preferred
Stock held by a Holder, upon such Early Conversion the Corporation shall execute and instruct the Registrar and Transfer Agent to countersign
and deliver to the Holder thereof, at the expense of the Corporation, a certificate evidencing the shares of Mandatory Convertible Preferred
Stock as to which Early Conversion was not effected, or, if Mandatory Convertible Preferred Stock is held in book-entry form, the Corporation
shall cause the Transfer Agent and Registrar to reduce the number of shares of Mandatory Convertible Preferred Stock represented by Global
Preferred Shares by making a notation on Schedule I attached to the Global Preferred Shares or otherwise notate such reduction in the
register maintained by such Transfer Agent and Registrar.

 (c) To
effect a Fundamental Change Conversion pursuant to Section 8, a Holder must:

 (i) complete
and manually sign the conversion notice on the back of the Mandatory Convertible Preferred Stock certificate or a facsimile of such conversion
notice;

 (ii) deliver
the completed conversion notice and the certificated shares of Mandatory Convertible Preferred Stock to be converted to the Conversion
Agent; and

 (iii) if
required, furnish appropriate endorsements and transfer documents.

 Notwithstanding the foregoing, to effect a Fundamental Change Conversion
pursuant to Section 8 of shares of Mandatory Convertible Preferred Stock represented by Global Preferred Shares, the Holder must, in lieu
of the foregoing, comply with the applicable procedures of DTC (or any other Depositary for the shares of Mandatory Convertible Preferred
Stock represented by Global Preferred Shares appointed by the Corporation). In either case, if required, such Holder must pay all taxes
or duties that may be payable relating to any transfer involved in the issuance or delivery of Common Stock upon conversion in a name
other than such Holder.

 The Fundamental Change Conversion shall be effective
on the date on which a Holder has satisfied the foregoing requirements, to the extent applicable (the &ldquo; Fundamental Change Conversion
Date &rdquo;).

 If more than one share of the Mandatory Convertible
Preferred Stock is surrendered for conversion at one time by or for the same Holder, the number of shares of Common Stock issuable upon
conversion thereof shall be computed on the basis of the aggregate number of shares of the Mandatory Convertible Preferred Stock so surrendered.

 20

 A Holder shall not be required to pay any taxes or
duties relating to the issuance or delivery of Common Stock upon conversion, but such Holder shall be required to pay any tax or duty
that may be payable relating to any transfer involved in the issuance or delivery of Common Stock in a name other than the name of such
Holder.

 A certificate representing the shares of Common Stock
issuable upon conversion shall be issued and delivered to the converting Holder or, if Mandatory Convertible Preferred Stock being converted
are in book-entry form, the shares of Common Stock issuable upon conversion shall be delivered to the converting Holder through book-entry
transfer through the facilities of the Depositary, in each case, together with delivery by the Corporation to the converting Holder of
any cash to which the converting Holder is entitled, on the later of (i) the second Business Day immediately succeeding the Fundamental
Change Conversion Date and (ii) the Business Day after the Holder has paid in full all applicable taxes and duties, if any.

 The Person or Persons entitled to receive the shares
of Common Stock issuable upon such Fundamental Change Conversion shall be treated for all purposes as the record holder(s) of such
shares of Common Stock as of the close of business on the applicable Fundamental Change Conversion Date. Except as set forth in Section
12 or Section 6(d), prior to the close of business on such applicable Fundamental Change Conversion Date, the shares of Common Stock issuable
upon conversion of any shares of Mandatory Convertible Preferred Stock shall not be outstanding, or deemed to be outstanding, for any
purpose, and Holders shall have no rights with respect to the Common Stock, including voting rights, rights to respond to tender offers
for the Common Stock and rights to receive any dividends or other distributions on the Common Stock, by virtue of holding shares of Mandatory
Convertible Preferred Stock.

 In the event that a Fundamental Change Conversion
is effected with respect to shares of Mandatory Convertible Preferred Stock representing less than all the shares of Mandatory Convertible
Preferred Stock held by a Holder, upon such Fundamental Change Conversion the Corporation shall execute and instruct the Registrar and
Transfer Agent to countersign and deliver to the Holder thereof, at the expense of the Corporation, a certificate evidencing the shares
of Mandatory Convertible Preferred Stock as to which Fundamental Change Conversion was not effected, or, if Mandatory Convertible Preferred
Stock is held in book-entry form, the Corporation shall cause the Transfer Agent and Registrar to reduce the number of shares of Mandatory
Convertible Preferred Stock represented by Global Preferred Shares by making a notation on Schedule I attached to the Global Preferred
Shares or otherwise notate such reduction in the register maintained by such Transfer Agent and Registrar.

 (d) In the
event that a Holder shall not by written notice designate the name in which shares of Common Stock to be issued upon conversion of such
Mandatory Convertible Preferred Stock should be registered or, if applicable, the address to which the certificate or certificates representing
such shares of Common Stock should be sent, the Corporation shall be entitled to register such shares, and make such payment, in the name
of the Holder as shown on the records of the Corporation and, if applicable, to send the certificate or certificates representing such
shares of Common Stock to the address of such Holder shown on the records of the Corporation.

 (e) Shares
of Mandatory Convertible Preferred Stock shall cease to be outstanding on the applicable Conversion Date, subject to the right of Holders
of such shares to receive shares of Common Stock issuable upon conversion of such shares of Mandatory Convertible Preferred Stock and
other amounts and shares of Common Stock, if any, to which they are entitled pursuant to Sections 6, 7 or 8, as applicable and, if the
applicable Conversion Date occurs after the Regular Record Date for a declared dividend and prior to the immediately succeeding Dividend
Payment Date, subject to the right of the Record Holders of such shares of the Mandatory Convertible Preferred Stock on such Regular Record
Date to receive payment of the full amount of such declared dividend on such Dividend Payment Date pursuant to Section 3.

 21

 Section 10. Reservation of Common
Stock . (a) The Corporation shall at all times reserve and keep available out of its authorized and unissued Common
Stock, solely for issuance upon the conversion of shares of Mandatory Convertible Preferred Stock into shares of Common Stock as herein
provided, free from any preemptive or other similar rights, a number of shares of Common Stock equal to the maximum number of shares of
Common Stock deliverable upon conversion of all shares of Mandatory Convertible Preferred Stock (which shall initially equal a number
of shares of Common Stock equal to the product of (i) 175,000 shares of Mandatory Convertible Preferred Stock, and (ii) the initial Maximum
Conversion Rate). For purposes of this Section 10(a), the number of shares of Common Stock that shall be deliverable upon the conversion
of all outstanding shares of Mandatory Convertible Preferred Stock shall be computed as if at the time of computation all such outstanding
shares were held by a single Holder.

 (b) Notwithstanding
the foregoing, the Corporation shall be entitled to deliver upon conversion of shares of Mandatory Convertible Preferred Stock shares
of Common Stock reacquired and held in the treasury of the Corporation (in lieu of the issuance of authorized and unissued shares of Common
Stock), so long as any such treasury shares are free and clear of all liens, charges, security interests or encumbrances (other than liens,
charges, security interests and other encumbrances created by the Holders).

 (c) All
shares of Common Stock delivered upon conversion of the Mandatory Convertible Preferred Stock shall be duly authorized, validly issued,
fully paid and non-assessable, free and clear of all liens, claims, security interests and other encumbrances (other than liens, charges,
security interests and other encumbrances created by the Holders) and free of preemptive rights.

 (d) Prior to the delivery of any securities that
the Corporation shall be obligated to deliver upon conversion of Mandatory Convertible Preferred Stock, the Corporation shall use commercially
reasonable efforts to comply with all federal and state laws and regulations thereunder requiring the registration of such securities
with, or any approval of or consent to the delivery thereof by, any governmental authority.

 (e) The
Corporation hereby covenants and agrees that, if at any time the Common Stock shall be listed on the New York Stock Exchange or any other
national securities exchange or automated quotation system, the Corporation shall, if permitted by the rules of such exchange or
automated quotation system, list and use its commercially reasonable efforts to keep listed, so long as the Common Stock shall be so listed
on such exchange or automated quotation system, all Common Stock issuable upon conversion (including, without limitation, for the avoidance
of doubt, with respect to the Mandatory Conversion Additional Conversion Amount or Early Conversion Additional Conversion Amount) of, or
issuable in respect of the Accumulated Dividend Amount and the Fundamental Change Dividend Make-whole Amount on, the Mandatory Convertible
Preferred Stock; provided , however , that if the rules of such exchange or automated quotation system permit the Corporation
to defer the listing of such Common Stock until the earlier of (x) the first conversion of Mandatory Convertible Preferred Stock into
Common Stock in accordance with the provisions hereof and (y) the first payment of any Accumulated Dividend Amount or any Fundamental
Change Dividend Make-whole Amount on the Mandatory Convertible Preferred Stock, the Corporation covenants to list such Common Stock issuable
upon the earlier of (1) the first conversion of the Mandatory Convertible Preferred Stock and (2) the first payment of any Accumulated
Dividend Amount or any Fundamental Change Dividend Make-whole Amount on the Mandatory Convertible Preferred Stock in accordance with the
requirements of such exchange or automated quotation system at such time.

 Section 11. Fractional
Shares . (a) No fractional shares of Common Stock shall be issued to Holders as a result of any conversion of shares
of Mandatory Convertible Preferred Stock.

 (b) In
lieu of any fractional shares of Common Stock otherwise issuable in respect of the shares of Mandatory Convertible Preferred Stock of
any Holder that are converted on the Mandatory Conversion Date pursuant to Section 6 or at the option of the Holder pursuant to Section
7 or Section 8, the Corporation shall, to the extent legally permitted to do so, pay an amount in cash (computed to the nearest cent)
equal to the product of (i) that same fraction and (ii) the Average VWAP of the Common Stock over the five consecutive Trading
Day period ending on, and including, the second Trading Day immediately preceding the Mandatory Conversion Date, Early Conversion Date
or Fundamental Change Conversion Date, as applicable. In the event that the Corporation is unable to pay cash in lieu of a fractional
share, the Corporation shall use commercially reasonable efforts to instead round up to the nearest whole share for each Holder.

 22

 Section 12. Anti-Dilution Adjustments
to the Fixed Conversion Rates . (a) Each Fixed Conversion Rate shall be adjusted as set forth in this Section 12,
except that the Corporation shall not make any adjustments to the Fixed Conversion Rates if Holders participate (other than in the
case of a share split or share combination or a tender or exchange offer described in Section 12(a)(v)), at the same time and upon
the same terms as holders of Common Stock and solely as a result of holding the Mandatory Convertible Preferred Stock, in any of the
transactions set forth in Sections 12(a)(i)-(v) without having to convert their shares of Mandatory Convertible Preferred Stock as
if they held a number of shares of Common Stock equal to (i) the Maximum Conversion Rate as of the Record Date for such transaction, multiplied
by (ii) the number of shares of Mandatory Convertible Preferred Stock held by such Holder.

 (i) If
the Corporation exclusively issues shares of Common Stock as a dividend or distribution on shares of Common Stock, or if the Corporation
effects a share split or share combination, each Fixed Conversion Rate shall be adjusted based on the following formula:

 CR 1 = CR 0 &times;
 OS 1

 OS 0

 where,

 CR 0 =
 such Fixed Conversion Rate in effect immediately prior to the close of business on the Record Date of such dividend or distribution, or immediately prior to the open of business on the Effective Date of such share split or share combination, as applicable;

 CR 1 =
 such Fixed Conversion Rate in effect immediately after the close of business on such Record Date or immediately after the open of business on such Effective Date, as applicable;

 OS 0 =
 the number of shares of Common Stock outstanding immediately prior to the close of business on such Record Date or immediately prior to the open of business on such Effective Date, as applicable, before giving effect to such dividend, distribution, share split or share combination; and

 OS 1 =
 the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination.

 Any adjustment made under this Section 12(a)(i)
shall become effective immediately after the close of business on the Record Date for such dividend or distribution, or immediately after
the open of business on the Effective Date for such share split or share combination, as applicable. If any dividend or distribution of
the type set forth in this Section 12(a)(i) is declared but not so paid or made, each Fixed Conversion Rate shall be immediately readjusted,
effective as of the date the Board of Directors or a committee thereof determines not to pay such dividend or distribution, to such Fixed
Conversion Rate that would then be in effect if such dividend or distribution had not been declared. For the purposes of this clause (i),
the number of shares of Common Stock outstanding immediately prior to the close of business on the relevant Record Date or immediately
prior to the open of business on the relevant Effective Date, as the case may be, and the number of shares of Common Stock outstanding
immediately after giving effect to such dividend, distribution, share split or share combination shall, in each case, not include shares
that the Corporation holds in treasury. The Corporation shall not pay any dividend or make any distribution on shares of Common Stock
that it holds in treasury.

 (ii) If
the Corporation issues to all or substantially all holders of Common Stock any rights, options or warrants entitling them, for a period
of not more than 45 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of Common Stock at
a price per share that is less than the Average VWAP per share of Common Stock for the ten consecutive Trading Day period ending on, and
including, the Trading Day immediately preceding the date of announcement of such issuance, each Fixed Conversion Rate shall be increased
based on the following formula:

 CR 1 = CR 0 &times;
 OS 0 + X

 OS 0 + Y

 where,

 CR 0 = such Fixed Conversion Rate in effect immediately prior to
the close of business on the Record Date for such issuance;

 CR 1 = such Fixed Conversion Rate in effect immediately after the
close of business on such Record Date;

 OS 0 = the number of shares of Common Stock outstanding immediately
prior to the close of business on such Record Date;

 X = the total number of shares of Common Stock issuable pursuant
to such rights, options or warrants; and

 Y = the number of shares of Common Stock equal to (i) the aggregate
price payable to exercise such rights, options or warrants, divided by (ii) the Average VWAP per share of Common Stock over the
ten consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of the issuance
of such rights, options or warrants.

 23

 Any increase made under this Section 12(a)(ii)
shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the close
of business on the Record Date for such issuance. To the extent that such rights, options or warrants are not exercised prior to their
expiration or shares of Common Stock are not delivered after the exercise of such rights, options or warrants, each Fixed Conversion Rate
shall be decreased to such Fixed Conversion Rate that would then be in effect had the increase with respect to the issuance of such rights,
options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered, if any. If such
rights, options or warrants are not so issued, each Fixed Conversion Rate shall be immediately readjusted, effective as of the date the
Board of Directors or a committee thereof determines not to issue such rights, options or warrants, to such Fixed Conversion Rate that
would then be in effect if such Record Date for such issuance had not occurred.

 For the purpose of this Section 12(a)(ii), in determining
whether any rights, options or warrants entitle the holders of Common Stock to subscribe for or purchase shares of Common Stock at less
than such Average VWAP per share for the ten consecutive Trading Day period ending on, and including, the Trading Day immediately preceding
the date of announcement of such issuance, and in determining the aggregate offering price of such shares of Common Stock, there shall
be taken into account any consideration received by the Corporation for such rights, options or warrants and any amount payable on exercise
or conversion thereof, the value of such consideration, if other than cash, to be determined by the Board of Directors or a committee
thereof in good faith.

 (iii) If
the Corporation distributes shares of its capital stock, evidences of the Corporation&rsquo;s indebtedness, other assets or property of
the Corporation or rights, options or warrants to acquire its capital stock or other securities, to all or substantially all holders of
Common Stock, excluding:

 (A) dividends,
distributions or issuances as to which the provisions set forth in Section 12(a)(i) or Section 12(a)(ii) shall apply;

 (B) dividends
or distributions paid exclusively in cash as to which the provisions set forth in Section 12(a)(iv) shall apply;

 (C) any
dividends and distributions upon conversion of, or in exchange for, shares of Common Stock in connection with a recapitalization, reclassification,
change, consolidation, merger or other combination, share exchange, or sale, lease or other transfer or disposition resulting in the change
in the consideration due upon conversion as set forth under Section 13;

 (D) except
as otherwise set forth in Section 12(a)(vii), rights issued pursuant to a shareholder rights plan adopted by the Corporation; and

 (E) Spin-Offs
as to which the provisions set forth below in this Section 12(a)(iii) shall apply;

 then each Fixed Conversion Rate shall be increased
based on the following formula:

 CR 1 = CR 0 &times;
 SP 0

 SP 0 &ndash; FMV

 where,

 CR 0 = such Fixed Conversion Rate in effect immediately prior to the
close of business on the Record Date for such distribution;

 CR 1 = such Fixed Conversion Rate in effect immediately after the close
of business on such Record Date;

 SP 0 = the Average VWAP per share of Common Stock over the ten consecutive
Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Date for such distribution; and

 FMV = the fair market value (as determined by the Board of Directors or a committee thereof in good faith) of the shares of capital stock,
evidences of indebtedness, assets, property, rights, options or warrants so distributed, expressed as an amount per share of Common Stock
on the Ex-Date for such distribution.

 Any increase made under the portion of this Section
12(a)(iii) will become effective immediately after the close of business on the Record Date for such distribution. If such distribution
is not so paid or made, each Fixed Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors or
a committee thereof determines not to pay such dividend or distribution, to be such Fixed Conversion Rate that would then be in effect
if such distribution had not been declared.

 Notwithstanding the foregoing, if &ldquo;FMV&rdquo;
(as defined above) is equal to or greater than &ldquo;SP 0 &rdquo; (as defined above), in lieu of the foregoing increase, each
Holder shall receive (without having to convert its Mandatory Convertible Preferred Stock), in respect of each share of Mandatory Convertible
Preferred Stock, at the same time and upon the same terms as holders of Common Stock, the amount and kind of the Corporation&rsquo;s capital
stock, evidences of the Corporation&rsquo;s indebtedness, other assets or property of the Corporation or rights, options or warrants to
acquire its capital stock or other securities that such Holder would have received if such Holder owned a number of shares of Common Stock
equal to the Maximum Conversion Rate in effect on the Record Date for the distribution.

 24

 With respect to an adjustment pursuant to this
Section 12(a)(iii) where there has been a Spin-Off, each Fixed Conversion Rate shall be increased based on the following formula:

 CR 1 = CR 0 &times;
 FMV 0 + MP 0

 MP 0

 where,

 CR 0 = such Fixed Conversion Rate in effect immediately prior to the
open of business on the Ex-Date for the Spin-Off;

 CR 1 = such Fixed Conversion Rate in effect immediately after the open
of business on the Ex-Date for the Spin-Off;

 FMV 0 = the Average VWAP per share of the capital stock or similar equity
interest distributed to holders of Common Stock applicable to one share of Common Stock over the ten consecutive Trading Day period commencing
on, and including, the Ex-Date for the Spin-Off (the &ldquo; Valuation Period &rdquo;); and

 MP 0 = the Average VWAP per share of Common Stock over the Valuation
Period.

 The increase to each Fixed Conversion Rate under
the preceding paragraph will be calculated as of the close of business on the last Trading Day of the Valuation Period but will be given
retroactive effect as of immediately after the open of business on the Ex-Date of the Spin-Off. Because the Corporation shall make the
adjustment to each Fixed Conversion Rate with retroactive effect, the Corporation shall delay the settlement of any conversion of the
Mandatory Convertible Preferred Stock where any date for determining the number of shares of Common Stock issuable to a Holder occurs
during the Valuation Period until the second Business Day after the last Trading Day of such Valuation Period. If such dividend or
distribution is not so paid, each Fixed Conversion Rate shall be decreased, effective as of the date the Board of Directors or a committee
thereof determines not to make or pay such dividend or distribution, to be such Fixed Conversion Rate that would then be in effect if
such dividend or distribution had not been declared.

 For purposes of this Section 12(a)(iii) (and subject
in all respects to Section 12(a)(i) and Section 12(a)(ii)):

 (A) rights,
options or warrants distributed by the Corporation to all or substantially all holders of the Common Stock entitling them to subscribe
for or purchase shares of the Corporation&rsquo;s capital stock, including Common Stock (either initially or under certain conditions),
which rights, options or warrants, until the occurrence of a specified event or events (&ldquo; Trigger Event &rdquo;):

 (1) are
deemed to be transferred with such shares of the Common Stock;

 (2) are
not exercisable; and

 (3) are
also issued in respect of future issuances of the Common Stock,

 shall be deemed not to have been distributed for purposes of
this Section 12(a)(iii) (and no adjustment to the Fixed Conversion Rates under this Section 12(a)(iii) shall be required) until the occurrence
of the earliest Trigger Event, whereupon such rights, options or warrants shall be deemed to have been distributed and an appropriate
adjustment (if any is required) to the Fixed Conversion Rates shall be made under this Section 12(a)(iii).

 (B) If
any such right, option or warrant, including any such existing rights, options or warrants distributed prior to the Initial Issue Date,
are subject to events, upon the occurrence of which such rights, options or warrants become exercisable to purchase different securities,
evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of
distribution and Record Date with respect to new rights, options or warrants with such rights (in which case the existing rights, options
or warrants shall be deemed to terminate and expire on such date without exercise by any of the holders thereof).

 (C) In
addition, in the event of any distribution (or deemed distribution) of rights, options or warrants, or any Trigger Event or other event
(of the type described in the immediately preceding clause (B)) with respect thereto that was counted for purposes of calculating a distribution
amount for which an adjustment to the Fixed Conversion Rates under this clause (iii) was made:

 25

 (1) in
the case of any such rights, options or warrants that shall all have been redeemed or repurchased without exercise by any holders thereof,
upon such final redemption or repurchase (x) the Fixed Conversion Rates shall be readjusted as if such rights, options or warrants had
not been issued and (y) the Fixed Conversion Rates shall then again be readjusted to give effect to such distribution, deemed distribution
or Trigger Event, as the case may be, as though it were a cash distribution pursuant to Section 12(a)(iv), equal to the per share redemption
or repurchase price received by a holder or holders of Common Stock with respect to such rights, options or warrants (assuming such holder
had retained such rights, options or warrants), made to all holders of Common Stock as of the date of such redemption or repurchase; and

 (2) in
the case of such rights, options or warrants that shall have expired or been terminated without exercise by any holders thereof, the Fixed
Conversion Rates shall be readjusted as if such rights, options and warrants had not been issued;

 provided that, in each case, such rights, options or
warrants are deemed to be transferred with such shares of the Common Stock and are also issued in respect of future issuances of the Common
Stock.

 For purposes of Section 12(a)(i), Section 12(a)(ii)
and this Section 12(a)(iii), if any dividend or distribution to which this Section 12(a)(iii) is applicable includes one or both of:

 (A) a
dividend or distribution of shares of Common Stock to which Section 12(a)(i) is applicable (the &ldquo; Clause A Distribution &rdquo;);
or

 (B) an
issuance of rights, options or warrants to which Section 12(a)(ii) is applicable (the &ldquo; Clause B Distribution &rdquo;),

 then:

 (1) such
dividend or distribution, other than the Clause A Distribution and the Clause B Distribution, shall be deemed to be a dividend or distribution
to which this Section 12(a)(iii) is applicable (the &ldquo; Clause C Distribution &rdquo;) and any Fixed Conversion Rate adjustment
required by this Section 12(a)(iii) with respect to such Clause C Distribution shall then be made; and

 (2) the
Clause A Distribution and Clause B Distribution shall be deemed to immediately follow the Clause C Distribution and any Fixed Conversion
Rate adjustment required by Section 12(a)(i) and Section 12(a)(ii) with respect thereto shall then be made, except that, if determined
by the Corporation (I) the &ldquo;Record Date&rdquo; of the Clause A Distribution and the Clause B Distribution shall be deemed to be
the Record Date of the Clause C Distribution and (II) any shares of Common Stock included in the Clause A Distribution or Clause B Distribution
shall be deemed not to be &ldquo;outstanding immediately prior to the close of business on such Record Date or immediately prior to the
open of business on such Effective Date&rdquo; within the meaning of Section 12(a)(i) or &ldquo;outstanding immediately prior to close
of business on such Record Date&rdquo; within the meaning of Section 12(a)(ii).

 (iv) If
any cash dividend or distribution is made to all or substantially all holders of Common Stock, other than a regular quarterly cash dividend
that does not exceed $0.10 per share (the &ldquo; Dividend Threshold Amount &rdquo;) each Fixed Conversion Rate shall be adjusted
based on the following formula:

 CR 1 = CR 0 &times;
 SP 0 &ndash; DTA

 SP 0 &ndash; C

 where,

 CR 0 = such Fixed Conversion Rate in effect immediately prior to the
close of business on the Record Date for such dividend or distribution;

 CR 1 = such Fixed Conversion Rate in effect immediately after the close
of business on the Record Date for such dividend or distribution;

 SP 0 = the Average VWAP per share of Common Stock over the ten consecutive
Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Date for such dividend or distribution;

 DTA = the Dividend Threshold Amount; provided, that if the dividend or distribution is not a regular quarterly dividend, the Dividend Threshold
Amount shall be deemed to be zero; and

 C = the amount in cash per share the Corporation distributes to all or substantially all holders of Common Stock.

 26

 The Dividend Threshold Amount is subject to adjustment
on an inversely proportional basis whenever the Fixed Conversion Rates are adjusted; provided, that no adjustment shall be made to the
Dividend Threshold Amount for any adjustment to the Fixed Conversion Rates under this Section 12(a)(iv).

 Any increase made under this Section 12(a)(iv) shall
become effective immediately after the close of business on the Record Date for such dividend or distribution. If such dividend or distribution
is not so paid, each Fixed Conversion Rate shall be decreased, effective as of the date the Board of Directors or a committee thereof
determines not to make or pay such dividend or distribution, to be such Fixed Conversion Rate that would then be in effect if such dividend
or distribution had not been declared.

 Notwithstanding the foregoing, if &ldquo;C&rdquo;
(as defined above) is equal to or greater than &ldquo;SP 0 &rdquo; (as defined above), in lieu of the foregoing increase, each
Holder shall receive (without having to convert its Mandatory Convertible Preferred Stock), in respect of each share of Mandatory Convertible
Preferred Stock, at the same time and upon the same terms as holders of shares of Common Stock, the amount of cash that such Holder would
have received if such Holder owned a number of shares of Common Stock equal to the Maximum Conversion Rate on the Record Date for such
cash dividend or distribution. For each share of Mandatory Convertible Preferred Stock, following the Preferred Dividend Termination Date
for such share of Mandatory Convertible Preferred Stock, the Fixed Conversion Rate shall not be adjusted pursuant to this Section 12(a)(iv)
for any regular quarterly dividend.

 (v) If
the Corporation or any of its Subsidiaries make a payment in respect of a tender or exchange offer for Common Stock, to the extent that
the cash and value of any other consideration included in the payment per share of Common Stock exceeds the Average VWAP per share of
Common Stock over the ten consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the last date on
which tenders or exchanges may be made pursuant to such tender or exchange offer (the &ldquo; Expiration Date &rdquo;), each Fixed
Conversion Rate shall be increased based on the following formula:

 CR 1 = CR0 &times;
 AC + (SP 1 x OS 1 )

 OS0 x SP 1

 where,

 CR 0 = such Fixed Conversion Rate in effect immediately prior to the
close of business on the Expiration Date;

 CR 1 = such Fixed Conversion Rate in effect immediately after the close
of business on the Expiration Date;

 AC = the aggregate value of all cash and any other consideration
(as determined by the Board of Directors or a committee thereof in good faith) paid or payable for shares purchased in such tender or
exchange offer;

 OS 0 = the number of shares of Common Stock outstanding immediately
prior to the Expiration Date (prior to giving effect to the purchase of all shares accepted for purchase or exchange in such tender or
exchange offer);

 OS 1 = the number of shares of Common Stock outstanding immediately
after the Expiration Date (after giving effect to the purchase of all shares accepted for purchase or exchange in such tender or exchange
offer); and

 SP 1 = the Average VWAP of Common Stock over the ten consecutive Trading
Day period commencing on, and including, the Trading Day next succeeding the Expir…

EX-4.1 · CERTIFICATE OF SERIES A MANDATORY CONVERTIBLE PREFERRED STOCK

EX-4.1
 3
 ea029271001ex4-1.htm
 CERTIFICATE OF SERIES A MANDATORY CONVERTIBLE PREFERRED STOCK

 Exhibit 4.1

 6.50% SERIES A MANDATORY CONVERTIBLE PREFERRED STOCK

 CERTIFICATE

 THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON CONVERSION
OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”), AND
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF
OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER AGREES FOR THE BENEFIT OF ESAB CORPORATION (THE “ CORPORATION ”) THAT
IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER
OF (X) ONE YEAR AFTER THE INITIAL ISSUE DATE OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR
PROVISION THERETO AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT:

 (A) TO THE CORPORATION OR ANY SUBSIDIARY THEREOF, OR

 (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS
BECOME EFFECTIVE UNDER THE SECURITIES ACT, OR

 (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED
BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

 PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE
WITH CLAUSE (C) ABOVE, THE CORPORATION AND THE TRANSFER AGENT RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS
OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.

 [INCLUDE FOR SECURITIES ISSUED PRIOR TO 90 DAYS AFTER
INITIAL ISSUANCE]

 [THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE
SUBJECT TO LIMITATIONS ON SHORT SELLING AND A LOCKUP AGREEMENT WITH THE ISSUER, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF
THE ISSUER AND WHICH, AMONG OTHER MATTERS, PLACE RESTRICTIONS ON THE TRADING AND TRANSFER OF THE SECURITIES REPRESENTED HEREBY. SUCH SECURITIES
MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED OR OTHERWISE DISPOSED OF, EXCEPT IN COMPLIANCE WITH
SUCH AGREEMENTS.]

 Certificate Number [
]

 ESAB CORPORATION

 6.50% Series A Mandatory Convertible Preferred
Stock

(par value $0.001 per share)

(Liquidation Preference as specified below)

 ESAB Corporation, a Delaware corporation (the “ Corporation ”),
hereby certifies that                       (the “ Holder ”), is the registered owner of                        fully paid and non-assessable shares of the Corporation’s
designated 6.50% Series A Mandatory Convertible Preferred Stock, par value $0.001 per share and a Liquidation Preference of $1,000.00
per share (the “ Mandatory Convertible Preferred Stock ”). The shares of Mandatory Convertible Preferred Stock are transferable
on the books and records of the Registrar, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed
and in proper form for transfer. The designations, rights, privileges, restrictions, preferences and other terms and provisions of Mandatory
Convertible Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Designations
for the 6.50% Series A Mandatory Convertible Preferred Stock of ESAB Corporation, dated June 1, 2026, as the same may be amended
from time to time (the “ Certificate of Designations ”). Capitalized terms used herein but not defined shall have the
meaning given them in the Certificate of Designations. The Corporation will provide a copy of the Certificate of Designations to the Holder
without charge upon written request to the Corporation at its principal place of business. In the case of any conflict between this Certificate
and the Certificate of Designations, the provisions of the Certificate of Designations shall control and govern.

 Reference is hereby made to the provisions of Mandatory
Convertible Preferred Stock set forth on the reverse hereof and in the Certificate of Designations, which provisions shall for all purposes
have the same effect as if set forth at this place.

 Upon receipt of this executed certificate, the Holder
is bound by the Certificate of Designations and is entitled to the benefits thereunder.

 Unless the Transfer Agent and Registrar have properly
countersigned, these shares of Mandatory Convertible Preferred Stock shall not be entitled to any benefit under the Certificate of Designations
or be valid or obligatory for any purpose.

 2

 IN WITNESS WHEREOF, this certificate has been executed
on behalf of the Corporation by two Officers of the Corporation this 1st day of June, 2026.

 ESAB CORPORATION

 By:
 /s/ R. Brent Jones

 Name:
 R. Brent Jones

 Title:
 Chief Financial Officer

 By:
 /s/ Curtis E. Jewell

 Name:
 Curtis E. Jewell

 Title:
 Senior Vice President and General Counsel

 3

 [REVERSE OF CERTIFICATE FOR 6.50% SERIES A MANDATORY
CONVERTIBLE PREFERRED STOCK]

 Cumulative dividends on each share of Mandatory Convertible
Preferred Stock shall be payable at the applicable rate provided in the Certificate of Designations.

 The shares of Mandatory Convertible Preferred Stock
shall be convertible in the manner and accordance with the terms set forth in the Certificate of Designations.

 The Corporation shall furnish without charge to each
Holder who so requests the voting powers, designations, powers, preferences and the relative, participating, optional or other rights
of each class or series of stock of the Corporation and the qualifications, limitations or restrictions thereof.

 4

 NOTICE OF CONVERSION

 (To be Executed by the Holder

in order to Convert 6.50% Series A Mandatory Convertible Preferred Stock)

 The undersigned hereby irrevocably elects to convert
(the “ Conversion ”) 6.50% Series A Mandatory Convertible Preferred Stock (the “ Mandatory Convertible Preferred
Stock ”), of ESAB Corporation (hereinafter called the “ Corporation ”), represented by stock certificate No(s).
[ ] (the “ Mandatory Convertible Preferred Stock Certificates ”), into Common Stock, par value
$0.001 per share, of the Corporation (the “ Common Stock ”) according to the conditions of the Certificate of Designations
of Mandatory Convertible Preferred Stock (the “ Certificate of Designations ”), as of the date written below. Holders
that submit shares of Mandatory Convertible Preferred Stock during a Fundamental Change Conversion Period shall be deemed to have exercised
their Fundamental Change Conversion Right.

 If Common Stock is to be issued in the name of a Person
other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto, if any. Each Mandatory Convertible
Preferred Stock Certificate (or evidence of loss, theft or destruction thereof) is attached hereto.

 Capitalized terms used but not defined herein shall
have the meanings ascribed thereto in or pursuant to the Certificate of Designations.

 Date of Conversion:

 Applicable Conversion Rate:

 Shares of Mandatory Convertible Preferred Stock to be Converted:

 Shares of Common Stock to be Issued:*

 Signature:

 Name:

 Address:**

 Fax No.:

 * The Corporation is not required to issue Common Stock until the
original Mandatory Convertible Preferred Stock Certificate(s) (or evidence of loss, theft or destruction thereof) to be converted
are received by the Corporation or the Conversion Agent.

 ** Address where Common Stock and any
other payments or certificates shall be sent by the Corporation.

 5

 ASSIGNMENT

 FOR VALUE RECEIVED, the undersigned assigns and transfers
the shares of 6.50% Series A Mandatory Convertible Preferred Stock evidenced hereby to:

 ____________________ (Insert assignee’s social security or taxpayer
identification number, if any)

 ____________________ (Insert address and zip code of assignee)

 and irrevocably appoints:

 ____________________ as agent to transfer the shares
of 6.50% Series A Mandatory Convertible Preferred Stock evidenced hereby on the books of the Transfer Agent. The agent may substitute
another to act for him or her.

 In connection with any transfer of the shares of 6.50%
Series A Mandatory Convertible Preferred Stock occurring prior to the Resale Restriction Termination Date, as defined in the Certificate
of Designations governing such 6.50% Series A Mandatory Convertible Preferred Stock, the undersigned confirms that such 6.50% Series A
Mandatory Convertible Preferred Stock is being transferred:

 ☐ To ESAB Corporation or a subsidiary thereof; or

 ☐ Pursuant to a registration statement that has become or been declared effective under the Securities Act of 1933, as amended;

 ☐ Pursuant to and in compliance with Rule 144 under the Securities Act of 1933, as amended;

 ☐ Pursuant to another available exemption from the registration requirements of the Securities Act of 1933, as amended.

 Date:

 Signature:

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

 Signature Guarantee:

 (Signature must be guaranteed by an “eligible
guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the
Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“ STAMP ”)
or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution
for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.)

 6

EX-10.1 · REGISTRATION RIGHTS AGREEMENT AMONG THE COMPANY AND PURCHASERS OF COMMON SHARES

EX-10.1
 4
 ea029271001ex10-1.htm
 REGISTRATION RIGHTS AGREEMENT AMONG THE COMPANY AND PURCHASERS OF COMMON SHARES

 Exhibit 10.1

 Execution Version

 REGISTRATION RIGHTS AGREEMENT

 This Registration Rights Agreement
(this “ Agreement ”) is made and entered into as of June 1, 2026, by and among ESAB Corporation, a Delaware
corporation (the “ Company ”), and the several signatories hereto.

 This Agreement is made pursuant
to the Purchase Agreement (the “ Common Stock Purchase Agreement ”), dated as of the date hereof between the
Company and each purchaser signatory thereto (each a “ Purchaser” and collectively, the “Purchasers ”).

 NOW, THEREFORE, IN CONSIDERATION
of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the Company and each of the Holders agree as follows:

 1. Definitions . Capitalized
terms used and not otherwise defined herein that are defined in the Common Stock Purchase Agreement shall have the meanings given such
terms in the Common Stock Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

 “ Advice ”
has the meaning set forth in Section 7(d).

 “ Affiliate ”
has the meaning set forth in the Common Stock Purchase Agreement.

 “ Agreement ”
has the meaning set forth in the Preamble.

 “ Business Day ”
has the meaning set forth in the Common Stock Purchase Agreement.

 “ Closing Date ”
has the meaning set forth in the Common Stock Purchase Agreement.

 “ Commission ”
means the U.S. Securities and Exchange Commission.

 “ Common Stock ”
means the common stock, par value $0.001 per share, of the Company.

 “ Common Stock Purchase
Agreement ” has the meaning set forth in the Recitals.

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

 “ DTC Transfer Notice ”
means a written notice delivered by a Holder of Shares to the Company requesting that such Holder’s Shares be deposited into the
facilities of the Depository Trust Company in book-entry form without any restrictive legends or stop transfer orders and represented
by an unrestricted CUSIP number.

 “ Effective Date ”
means the date that the Registration Statement filed pursuant to Section 2(a) is first declared effective by the Commission.

 “ Effectiveness Deadline ”
means, with respect to the Initial Registration Statement or the New Registration Statement, the 30th calendar day following the Closing
Date (or, in the event the Commission reviews and has written comments to the Initial Registration Statement or the New Registration
Statement, the 90th calendar day following the Closing Date); provided, however, that if the Company is notified by the Commission
that the Initial Registration Statement or the New Registration Statement will not be reviewed or is no longer subject to further review
and comments, the Effectiveness Deadline as to such Registration Statement shall be the 5th Business Day following the date on which
the Company is so notified; provided, further , that if the Effectiveness Deadline falls on a Saturday, Sunday or other day that
the Commission is closed for business, the Effectiveness Deadline shall be extended to the next Business Day on which the Commission
is open for business.

 “ Effectiveness
Period ” has the meaning set forth in Section 2(b).

 “ Exchange Act ”
means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations promulgated thereunder.

 “ Filing Deadline ”
means, with respect to the Initial Registration Statement required to be filed pursuant to Section 2(a), the 30th calendar day following
the Closing Date; provided, however, that if the Filing Deadline falls on a Saturday, Sunday or other day that the Commission
is closed for business, the Filing Deadline shall be extended to the next Business Day on which the Commission is open for business.

 “ Holder ”
or “ Holders ” means the holder or holders, as the case may be, from time to time of Registrable Securities.

 “ Indemnified Party ”
has the meaning set forth in Section 5(c).

 “ Indemnifying Party ”
has the meaning set forth in Section 5(c).

 “ Initial Registration
Statement ” means the initial Registration Statement filed pursuant to Section 2(a) of this Agreement.

 “ Losses ”
has the meaning set forth in Section 5(a).

 “ New Registration
Statement ” has the meaning set forth in Section 2(a).

 “ Person ”
has the meaning set forth in the Common Stock Purchase Agreement.

 “ Proceeding ”
means any action, claim, suit, inquiry, notice of violation, proceeding (including any partial proceeding such as a deposition) or investigation,
whether commenced or threatened, pending before or by any federal, state, county, local or foreign court, arbitrator, governmental or
administrative agency, regulatory authority, stock market, stock exchange or trading facility.

 “ Prospectus ”
means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A or Rule 430B promulgated
under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any
portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus,
including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

 2

 “ Purchaser ”
or “ Purchasers ” has the meaning set forth in the Recitals.

 “ Registrable Securities ”
means all of (i) the Shares and (ii) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization
or similar event with respect to the foregoing; provided , that with respect to a particular Holder, such Holder’s Shares
and securities shall cease to be Registrable Securities upon a sale pursuant to an effective Registration Statement or in reliance upon
an available exemption under Rule 144 or other rules or regulations of the Securities Act.

 “ Registration Statements ”
means any one or more registration statements of the Company filed under the Securities Act that covers the resale of any of the Registrable
Securities pursuant to the provisions of this Agreement (including, without limitation, the Initial Registration Statement, the New Registration
Statement and any Remainder Registration Statements), including (in each case) the amendments and supplements to such Registration Statements,
including pre- and post-effective amendments thereto, all exhibits and all material incorporated by reference or deemed to be incorporated
by reference in such Registration Statements.

 “ Remainder Registration
Statements ” has the meaning set forth in Section 2(a).

 “ Rule 144 ”
means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

 “ Rule 415 ”
means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

 “ Rule 424 ”
means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

 “ SEC Guidance ”
means (i) any publicly-available written or oral guidance, comments, requirements or requests of the Commission staff, provided, that
any such oral guidance, comments, requirements or requests are reduced to writing by the Commission and (ii) the Securities Act.

 “ Securities Act ”
means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder.

 3

 “ Selling Stockholder
Questionnaire ” means a questionnaire in the form attached as Annex B hereto, or such other form of questionnaire
as may reasonably be adopted by the Company from time to time.

 “ Shares ”
means the shares of Common Stock purchased by the Purchasers pursuant to the Common Stock Purchase Agreement.

 2. Registration .

 (a) Within 30 calendar days of
the Closing, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable
Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales
of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the
“ Initial Registration Statement ”). The Initial Registration Statement will be on Form S-1, Form S-3 or such
other form available to register for resale the Registrable Securities as a secondary offering, at the election of the Company, and is
expected to contain a “Plan of Distribution” section substantially in the form attached hereto as Annex A (modified
to respond to comments, if any, provided by the Commission).

 (i) Notwithstanding the registration
obligations set forth in this Section 2 , in the event the Commission informs the Company that all of the Registrable Securities
cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement,
the Company agrees to promptly (x) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments
to the Initial Registration Statement as required by the Commission and/or (y) withdraw the Initial Registration Statement and file a
new registration statement (a “ New Registration Statement ”), in either case covering the maximum number of
Registrable Securities permitted to be registered by the Commission, on Form S-1 or such other form available to register for resale
the Registrable Securities as a secondary offering.

 (ii) Notwithstanding any other
provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered
on a particular Registration Statement as a secondary offering without naming any Holder as an underwriter (and notwithstanding that
the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable
Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the Registrable Securities to be registered
on such Registration Statement will be reduced as follows: first, the Company shall reduce or eliminate the Registrable Securities to
be included by any Person other than a Holder; second, the Company shall reduce or eliminate any Registrable Securities to be included
by any Affiliate of the Company; and third, the Company shall reduce the number of Registrable Securities to be included by all other
Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Registrable Securities
held by such Holders. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the
case may be, under clauses (i)(x) or (i)(y) above, the Company will use its commercially reasonable efforts to file with the Commission,
as promptly as allowed by the Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more
registration statements to register for resale those Registrable Securities that were not registered for resale on the Initial Registration
Statement, as amended, or the New Registration Statement (the “ Remainder Registration Statements ”).

 4

 (b) If the Company is obligated
to file a Registration Statement pursuant to Section 2(a), the Company shall use its commercially reasonable efforts to cause each Registration
Statement to be declared effective by the Commission as soon as practicable and, with respect to the Initial Registration Statement or
the New Registration Statement, as applicable, no later than the Effectiveness Deadline and, subject to Section 2(e), shall use its commercially
reasonable efforts to keep each Registration Statement continuously effective under the Securities Act until the earlier of (i) three
(3) years from the Closing Date or (ii) when the securities cease to be “Registrable Securities” (the “ Effectiveness
Period ”). The Company shall promptly notify the Holders via electronic mail of the effectiveness of a Registration Statement
or any post-effective amendment thereto promptly after the date that the Company telephonically confirms effectiveness with the Commission.

 (c) [Reserved].

 (d) At least ten (10) Business
Days prior to the first anticipated filing date of a Registration Statement for any registration under this Agreement, the Company will
notify each Holder of such planned filing, and each Holder agrees to furnish to the Company a completed Selling Stockholder Questionnaire
at least five (5) Business Days prior to such first anticipated filing. At least five (5) Business Days prior to the first anticipated
filing date of a Registration Statement for any registration under this Agreement, the Company will notify each Holder of the information
the Company requires in connection with the filing from that Holder other than the information contained in the Selling Stockholder Questionnaire,
if any, which shall be completed and delivered to the Company promptly upon request and, in any event, within two (2) Business Days prior
to the applicable anticipated filing date. Each Holder further agrees that it shall not be entitled to be named as a selling security
holder in the Registration Statement or use the Prospectus for offers and resales of Registrable Securities at any time, unless such
Holder has returned to the Company a completed and signed Selling Stockholder Questionnaire and a response to any requests for further
information as described in the previous sentence. If a Holder of Registrable Securities returns a Selling Stockholder Questionnaire
or a request for further information, in either case, after its respective deadline, the Company shall use its commercially reasonable
efforts to take such actions as are required to name such Holder as a selling security holder in the Registration Statement or any pre-effective
or post-effective amendment thereto and to include (to the extent not theretofore included) in the Registration Statement the Registrable
Securities identified in such late Selling Stockholder Questionnaire or request for further information. Each Holder acknowledges and
agrees that the information in the Selling Stockholder Questionnaire or request for further information as described in this Section
2(d) will be used by the Company in the preparation of the Registration Statement and hereby consents to the inclusion of such information
in the Registration Statement.

 (e) If the Company is obligated
to file a Registration Statement pursuant to Section 2(a), the Company (i) shall, if it is eligible at such time to do so, register
the resale of the Registrable Securities on Form S-3 or another short-form registration statement and (ii) in case the Company is
not eligible to use Form S-3 or another short-form registration statement, undertakes to use its commercially reasonable efforts to register
the Registrable Securities on Form S-1 or such other form as is then available and cause such Registration Statement to be declared
effective by the Commission as soon as practicable, and, in each case, shall maintain the Registration Statement continuously effective
under the Securities Act for the duration of the Effectiveness Period.

 5

 3. Registration Procedures .

 In connection with the Company’s
registration obligations hereunder, the Company shall:

 (a) (i) Subject to Section 3(g),
prepare and file with the Commission such amendments (including post-effective amendments) and supplements to each Registration Statement
and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement continuously effective as to
the applicable Registrable Securities for its Effectiveness Period; (ii) cause the related Prospectus to be amended or supplemented by
any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant
to Rule 424; (iii) respond as promptly as reasonably practicable to any comments received from the Commission with respect to each Registration
Statement or any amendment thereto; and (iv) comply with the provisions of the Securities Act and the Exchange Act with respect to the
disposition of all Registrable Securities covered by a Registration Statement until such time as all of such Registrable Securities cease
to be Registrable Securities or shall have been disposed of (subject to the terms of this Agreement) in accordance with the intended
methods of disposition by the Holders thereof as set forth in such Registration Statement as so amended or in such Prospectus as so supplemented;
 provided, however, that in the event the Company informs the Holders in writing that it does not satisfy the conditions specified
in Rule 172 and, as a result thereof, the Holders are required to deliver a Prospectus in connection with any disposition of Registrable
Securities, the Company shall deliver to the Holders a copy of the Prospectus in electronic format and each such Holder shall be responsible
for the delivery of the Prospectus to the Persons to whom such Holder sells any of the Registrable Securities, and each Holder agrees
to dispose of Registrable Securities in compliance with the “Plan of Distribution” described in the Registration Statement
and otherwise in compliance with applicable federal and state securities laws. In the case of amendments and supplements to a Registration
Statement which are required to be filed pursuant to this Agreement (including pursuant to this Section 3(a)) by reason of the Company
filing a report on Form 10-K, Form 10-Q or Form 8-K or any analogous report under the Exchange Act, the Company shall have incorporated
such report by reference into such Registration Statement, if applicable, or shall file such amendments or supplements to the Registration
Statement (including post-effective amendments) with the Commission on the same day on which the Exchange Act report which created the
requirement for the Company to amend or supplement such Registration Statement was filed. The Company shall thereafter use its commercially
reasonable efforts to have any such post-effective amendments to the Registration Statement be declared effective by the Commission.

 (b) Notify the Holders (which
notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by an instruction to suspend the use of the Prospectus until
the requisite changes have been made), as promptly as reasonably practicable: (i)(A) when a Prospectus or any Prospectus supplement or
post-effective amendment to a Registration Statement is proposed to be filed; (B) when the Commission notifies the Company whether there
will be a “review” of such Registration Statement and whenever the Commission comments in writing on any Registration Statement
(in which case the Company shall provide to each of the Holders true and complete copies of all comments that pertain to the Holders
as a “Selling Stockholder” or to the “Plan of Distribution” and all written responses thereto, but not information
that the Company believes would constitute material and non-public information); and (C) with respect to each Registration Statement
or any post-effective amendment thereto, when the same has become effective; (ii) of any request by the Commission or any other Federal
or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional information
that pertains to the Holders as “Selling Stockholders” or the “Plan of Distribution”; (iii) of the issuance by
the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration
Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) of the receipt
by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the
Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; (v) of the
occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion
therein or any statement made in such Registration Statement or Prospectus or any document incorporated or deemed to be incorporated
therein by reference untrue in any material respect or that requires any revisions to such Registration Statement, Prospectus or other
documents so that, in the case of such Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement
of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (in the
case of any Prospectus, form of prospectus or supplement thereto, in light of the circumstances under which they were made), not misleading
and (vi) of the occurrence or existence of any pending corporate development with respect to the Company that the Company believes may
be material and that, in the determination of the Company, makes it not in the best interest of the Company to allow continued availability
of a Registration Statement or Prospectus, provided that, any and all such information shall remain confidential to each Holder
until such information otherwise becomes public, unless disclosure by a Holder is required by law; and provided , further ,
that notwithstanding each Holder’s agreement to keep such information confidential, each such Holder makes no acknowledgement that
any such information is material, non-public information.

 6

 (c) Use commercially reasonable
efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of a Registration
Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale
in any jurisdiction, as soon as practicable.

 (d) If requested by a Holder,
furnish to such Holder, without charge, at least one conformed copy of each Registration Statement and each amendment thereto and all
exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference) promptly after the
filing of such documents with the Commission; provided , that the Company shall have no obligation to provide any document pursuant
to this clause that is available on the Commission’s EDGAR system.

 (e) Prior to any resale of Registrable
Securities by a Holder, use its commercially reasonable efforts to register or qualify or cooperate with the selling Holders in connection
with the registration or qualification (or exemption from the registration or qualification) of such Registrable Securities for the resale
by the Holder under the securities or Blue Sky laws of such jurisdictions within the U.S. as any Holder reasonably requests in writing,
to keep each registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other
acts or things reasonably necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by each Registration
Statement; provided , that the Company shall not be required to qualify generally to do business in any jurisdiction where it is
not then so qualified, would subject the Company to any material tax in any such jurisdiction where it is not then so subject or file
a general consent to service of process in any such jurisdiction.

 (f) If requested by a Holder,
cooperate with such Holder to facilitate the timely preparation and delivery of certificates or book-entry statements representing Registrable
Securities to be delivered to a transferee pursuant to the Registration Statement, which certificates or book-entry statements shall
be free, to the extent permitted by the Common Stock Purchase Agreement and under law, of all restrictive legends, and to enable such
Registrable Securities to be in such denominations and registered in such names as any such Holders may reasonably request.

 (g) Following the occurrence of
any event contemplated by Section 3(b), as promptly as reasonably practicable (taking into account the Company’s good faith assessment
of any adverse consequences to the Company and its stockholders of the premature disclosure of such event), prepare a supplement or amendment,
including a post-effective amendment, to the affected Registration Statements or a supplement to the related Prospectus or any document
incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered,
no Registration Statement nor any Prospectus will contain an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein (in the case of any Prospectus, form of prospectus or supplement thereto,
in light of the circumstances under which they were made), not misleading. If the Company notifies the Holders in accordance with clauses
(iii) through (vi) of Section 3(b) above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been
made, then the Holders shall suspend use of such Prospectus. The Company will use its commercially reasonable efforts to ensure that
the use of the Prospectus may be resumed as promptly as is practicable. The Company shall be entitled to exercise its right under this
Section 3(g) to suspend the availability of a Registration Statement and Prospectus for up to two periods not to exceed 60 calendar days
each (which need not be consecutive days) in any 12-month period. For the avoidance of doubt, the Company’s rights under this Section
3(g) shall include suspensions of availability arising from the filing of a post-effective amendment to a Registration Statement to update
the Prospectus therein to include the information contained in the Company’s Annual Report on Form 10-K, which suspensions
may extend for the amount of time reasonably required to respond to any comments of the staff of the Commission on such amendment.

 7

 (h) The Company may require each
selling Holder to furnish to the Company a certified statement as to (i) the number of shares of Common Stock beneficially owned by such
Holder and any Affiliate thereof, (ii) any Financial Industry Regulatory Authority, Inc. (“ FINRA ”) affiliations,
(iii) any natural persons who have the power to vote or dispose of the Common Stock and (iv) any other information as may be requested
by the Commission, FINRA or any state securities commission. During any periods that the Company is unable to meet its obligations hereunder
with respect to the registration of Registrable Securities because any Holder fails to furnish such information within three (3) Business
Days of the Company’s request, the Company shall not be liable to such Holder for any failure or delay in the performance of its
obligations hereunder with respect to the registration of Registrable Securities, which shall be deemed suspended with respect to such
Holder until such information is furnished to the Company.

 (i) The Company shall cooperate
with any registered broker through which a Holder proposes to resell its Registrable Securities in effecting a filing with FINRA pursuant
to FINRA Rule 5110 as reasonably requested by any such Holder, and the Company shall pay the filing fee required for the first such filing
within five (5) Business Days of the request therefor.

 4. Registration Expenses .
All fees and expenses incident to the Company’s performance of or compliance with its obligations under this Agreement (excluding
any underwriting discounts and selling commissions and all legal fees and expenses of legal counsel for any Holder) shall be borne by
the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to
in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees
and expenses (A) with respect to compliance with applicable state securities or Blue Sky laws (including, without limitation, fees and
disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities and determination
of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as requested by the Holders) and
(B) if not previously paid by the Company pursuant to Section 3(i) hereof, with respect to any filing that may be required to be made
by any broker through which a Holder intends to make sales of Registrable Securities with FINRA pursuant to FINRA Rule 5110, so long
as the broker is receiving no more than a customary brokerage commission in connection with such sale), (ii) printing expenses (including,
without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses
is reasonably requested by the Holders of a majority of the Registrable Securities included in the Registration Statement), (iii) messenger,
telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the
Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation
of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred
in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and
expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses
incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall
the Company be responsible for any underwriting, broker or similar fees or commissions of any Holder or any legal fees or other costs
of the Holders.

 5. Indemnification .

 (a) Indemnification by the
Company . The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder and its Affiliates,
directors, officers, stockholders, members, partners, managers, employees, representatives, investment advisers and agents, each Person
who controls such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and the directors,
officers, stockholders, members, partners, managers, employees, representatives, investment advisers and agents of each such controlling
Person, to the fullest extent permitted by applicable law, from and against, and shall pay and reimburse them for, any and all losses,
claims, damages, liabilities, obligations, contingencies, amounts paid in settlement in accordance with Section 5(c), costs and expenses
(including, without limitation, all judgments, amounts paid in settlements, court costs, reasonable costs of preparation and investigation
and reasonable attorneys’ fees) (collectively, “ Losses ”), as incurred, that arise out of or are based
upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or amendment or
supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose) or any omission or alleged
omission to state a material fact required to be stated in any Registration Statement, Prospectus or amendment or supplement thereto
or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under
which they were made) not misleading or (ii) any violation or alleged violation by the Company or its agents of the Securities Act, the
Exchange Act or any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities
pursuant to any Registration Statement; provided, however , that in the case of clause (i) above the Company shall not have such
an indemnification obligation to the extent, but only to the extent, that such Losses arise out of or are based upon: (A) any such untrue
statements, alleged untrue statements, omissions or alleged omissions that are made solely in reliance upon and in conformity with (x)
information regarding such Holder furnished in writing to the Company by such Holder expressly for use in such Registration Statement,
Prospectus or amendment or supplement thereto or (y) information relating to such Holder’s proposed method of distribution of Registrable
Securities that was reviewed and approved in writing by such Holder expressly for use in such Registration Statement, Prospectus or amendment
or supplement thereto (it being understood that such Holder has approved Annex A hereto for this purpose); (B) in the case of
an occurrence of an event of the type specified in Section 3(b)(iii)-(vi), the use by a Holder of an outdated or defective Prospectus
after the Company has notified such Holder in writing that such Prospectus is outdated or defective and prior to the receipt by such
Holder of the Advice (as contemplated by and defined in Section 7(d) below); or (C) such Holder’s failure to send or give a copy
of the Prospectus or supplement (as then amended or supplemented), if required pursuant to Rule 172 under the Securities Act (or any
successor rule), to the Persons asserting an untrue statement, alleged untrue statement, omission or alleged omission at or prior to
the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such Prospectus
or supplement. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding arising from or
in connection with the transactions contemplated by this Agreement of which the Company is aware. The Company’s indemnification
obligation under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of an Indemnified
Party and shall survive the transfer of the Registrable Securities by the Holders.

 8

 (b) Indemnification by Holders .
Each Holder shall, severally and not jointly, indemnify and hold harmless the Company and its directors, officers, agents and employees,
each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and
the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and
against all Losses, as incurred, that arise out of or are based upon any untrue or alleged untrue statement of a material fact contained
in any Registration Statement, Prospectus or amendment or supplement thereto, or that arise out of or are based upon any omission or
alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus,
or supplement thereto, in light of the circumstances under which they were made) not misleading; provided , however , that
such Holder shall only be so obligated to the extent that such Losses arise out of or are based upon: (A) any such untrue statements,
alleged untrue statements, omissions or alleged omissions that are based upon (x) information regarding such Holder furnished in writing
to the Company by such Holder expressly for use in such Registration Statement, Prospectus or amendment or supplement thereto and such
untrue statement or alleged untrue statement or omission or alleged omission had not been corrected in such Prospectus or any amendment
or supplement thereto prior to, or concurrently with, the sale of Registrable Securities to such Person asserting the applicable indemnification
claim or (y) information relating to such Holder’s proposed method of distribution of Registrable Securities that was reviewed
and approved in writing by such Holder expressly for use in such Registration Statement, Prospectus or amendment or supplement thereto
(it being understood that such Holder has approved Annex A hereto for this purpose); or (B) in the case of an occurrence of an
event of the type specified in Section 3(b)(iii)-(vi), the use by such Holder of an outdated or defective Prospectus after the Company
has notified such Holder in writing that such Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice
(as contemplated by and defined in Section 7(d) below). Each Holder’s indemnification obligation under this Section 5(b) shall
be several and not joint. In no event shall the indemnification obligation of any Holder under this Section 5(b) be greater in amount
than the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable Securities included in the Registration
Statement giving rise to such indemnification obligation.

 (c) Conduct of Indemnification
Proceedings . If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “ Indemnified
Party ”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “ Indemnifying
Party ”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment
of counsel reasonably satisfactory to the Indemnified Party and the payment of all reasonable fees and expenses incurred in connection
with defense thereof, provided , that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying
Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined
by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have materially
and adversely prejudiced the Indemnifying Party.

 An Indemnified Party shall have
the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such
counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing to pay
such fees and expenses; (2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ
counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including
any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised
by counsel that a conflict of interest exists if the same counsel were to represent such Indemnified Party and the Indemnifying Party
(in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the
expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and such counsel shall
be at the expense of the Indemnifying Party); provided , that the Indemnifying Party shall not be liable for the fees and expenses
of more than one separate firm of attorneys at any time for all Indemnified Parties. The Indemnifying Party shall not be liable for any
settlement of any such Proceeding effected without its prior written consent, which consent shall not be unreasonably withheld, delayed
or conditioned. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any
pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of
such Indemnified Party from all liability on claims that are the subject matter of such Proceeding and such settlement does not include
any non-monetary limitation on the actions of any Indemnified Party or any of its affiliates or any admission of fault or liability on
behalf of any such Indemnified Party.

 9

 Subject to the terms of this Agreement,
all fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating
or preparing to defend such Proceeding in a manner not inconsistent with this Section 5) shall be paid to the Indemnified Party, as incurred,
within twenty (20) Business Days of written notice thereof to the Indemnifying Party; provided , that the Indemnified Party shall
promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such actions for which such Indemnified
Party is finally judicially determined to not be entitled to indemnification hereunder. The failure to deliver written notice to the
Indemnifying Party within a reasonable time of the commencement of any such action shall not relieve such Indemnifying Party of any liability
to the Indemnified Party under this Section 5, except to the extent that the Indemnifying Party is materially and adversely prejudiced
in its ability to defend such action.

 (d) Contribution . If a
claim for indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party
harmless for any Losses, then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount
paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault
of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses
as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be
determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a
material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such
Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed
to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other reasonable fees or expenses
incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses
if the indemnification provided for in this Section 5 was available to such party in accordance with its terms.

 The parties hereto agree that
it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other
method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 5(d), (A) no Holder shall be required to contribute, in the aggregate, any amount in excess
of the amount by which the net proceeds actually received by such Holder from the sale of the Registrable Securities subject to the Proceeding
exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement
or omission or alleged omission and (B) no contribution will be made under circumstances where the maker of such contribution would not
have been required to indemnify the Indemnified Party under the fault standards set forth in this Section 5. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was
not guilty of such fraudulent misrepresentation.

 6. Rule 144 Reporting .
With a view to making available the benefits of certain rules and regulations of the Commission that may permit the sale of the Registrable
Securities to the public without registration, the Company agrees, until all the Registrable Securities are sold by the Purchasers, to
use its commercially reasonable efforts to:

 (a) during the period starting
six months after the issuance of the Common Stock through the one-year anniversary of such date, make and keep adequate current public
information regarding the Company available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times
from and after the date hereof; and

 10

 (b) so long as a Holder owns any
Registrable Securities, furnish to such Holder forthwith upon request (i) a copy of the most recent annual or quarterly report of the
Company (unless otherwise available at no charge by access electronically to the Commission’s EDGAR filing system), (ii) a written
statement by the Company as to its compliance with the reporting requirements of the Exchange Act and Rule 144 under the Securities Act
and (iii) such other reports, documents or information as such Holder may reasonably request in availing itself of any rule or regulation
of the Commission allowing such Holder to sell any such securities without registration.

 7. Miscellaneous .

 (a) Remedies . Subject to
the limitations set forth elsewhere in this Agreement, in the event of a breach by the Company or by a Holder of any of their obligations
under this Agreement, each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by
law and under this Agreement, including recovery of damages, will be entitled to specific performance of its rights under this Agreement.
The Company and each Holder agree that monetary damages would not provide adequate compensation for any losses incurred by reason of
a breach by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance
in respect of such breach, it shall waive the defense that a remedy at law would be adequate.

 (b) [Reserved] .

 (c) Compliance . Each Holder
covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it (unless
an exemption therefrom is available) in connection with sales of Registrable Securities pursuant to the Registration Statement, and shall
sell the Registrable Securities only in accordance with a method of distribution described in the Registration Statement.

 (d) Discontinued Disposition .
By its acquisition of Registrable Securities, the Holder agrees that, upon receipt of a notice from the Company of the occurrence of
any event of the kind described in Section 3(b)(iii)-(vi) (which notice shall not contain any material, non-public information regarding
the Company), such Holder will forthwith discontinue disposition of such Registrable Securities under a Registration Statement until
it is advised in writing (the “ Advice ”) by the Company that the use of the applicable Prospectus (as it may
have been supplemented or amended) may be resumed. The Company will use its commercially reasonable efforts to ensure that the use of
the Prospectus may be resumed as promptly as is practicable. The Company may provide appropriate stop orders to enforce the provisions
of this paragraph.

 (e) No Inconsistent Agreements .
The Company has not entered, as of the date hereof, nor shall the Company, on or after the date hereof, enter into any agreement with
respect to its securities, that would have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts
with the provisions hereof.

 (f) Amendments and Waivers .
The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, or waived
unless the same shall be in writing and signed by the Company and Holders holding no less than a majority of the then outstanding Registrable
Securities, provided that any party may give a waiver as to itself. Notwithstanding the foregoing, a waiver or consent to depart
from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders and that does not directly or indirectly
affect the rights of other Holders may be given by Holders of all of the Registrable Securities to which such waiver or consent relates;
 provided , however, that the provisions of this sentence may not be amended, modified, or supplemented except in accordance
with the provisions of the immediately preceding sentence. Notwithstanding anything to the contrary in this Section 7(f), no amendment,
modification, supplement or waiver of any provision of this Agreement may make any direct or indirect changes to this Agreement that,
individually or in the aggregate, are materially adverse to the rights of a Holder (solely in its capacity as such) without the consent
of each such Holder.

 11

 (g) Notices . Any and all
notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as set forth in the Common
Stock Purchase Agreement.

 (h) Successors and Assigns .
This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties and shall
inure to the benefit of each Holder. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the
parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement. The Company may not assign its rights (except by merger or in connection with
another entity acquiring all or substantially all of the Company’s assets) or obligations hereunder without the prior written consent
of all the Holders of the then outstanding Registrable Securities. Each Holder may assign its respective rights hereunder in the manner
and to the Persons as permitted under the Common Stock Purchase Agreement provided in each case that (i) the Holder agrees
in writing with the transferee or assignee to assign such rights and related obligations under this Agreement, and for the transferee
or assignee to assume such obligations, and a copy of such agreement is furnished to the Company within a reasonable time after such
assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of the
name and address of such transferee or assignee and the securities with respect to which such registration rights are being transferred
or assigned, (iii) at or before the time the Company received the written notice contemplated by clause (ii) of this sentence,
the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein and (iv) the
transferee is an institutional “accredited investor” within the meaning of Rule 501 under the Securities Act.

 (i) DTC
Undertaking . If, subject to the last sentence of this Section 7(i), any Holder of Shares delivers a DTC Transfer Notice to the Company,
following the Effective Date, the Company shall use commercially reasonable efforts to cause such Holder’s Shares to be deposited
into the facilities of the Depository Trust Company in book-entry form without any restrictive legends or stop transfer orders and represented
by an unrestricted CUSIP number. In addition, subject to the last sentence of this Section 7(i), if, prior to the sale of any Registrable
Securities pursuant to a Registration Statement, the Holder of such Registrable Securities delivers a DTC Transfer Notice to the Company,
upon the sale of such Registrable Securities pursuant to the Registration Statement, the Company shall cause such Holder’s Registrable
Securities to be deposited into the facilities of the Depository Trust Company in book-entry form without any restrictive legends or
stop transfer orders and represented by an unrestricted CUSIP number. Concurrently with the delivery by any Holder of a DTC Transfer
Notice to the Company (x) if such Holder’s Shares are then held in certificated form or book-entry form at the Company’s
transfer agent, such Holder shall deliver its certificate or Shares to the Company’s transfer agent, accompanied by instruments
of transfer or assignment duly executed by the Holder and any medallion guarantees required by the Company’s transfer agent and
(y) such Holder shall provide the Company and its counsel with documents reasonably requested by the Company, including a customary representation
letter, in each case, to facilitate the deposit of such Shares into the facilities of the Depository Trust Company in book-entry form
without any restrictive legends or stop transfer orders and represented by an unrestricted CUSIP number.

 (j) Execution and Counterparts .
This Agreement may be executed in two or more 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 and shall become effective when counterparts have been signed by
each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that
any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall
create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and
effect as if such facsimile or “.pdf” signature were the original thereof.

 12

 (k) Governing Law . All
questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined in accordance with
the provisions of the Common Stock Purchase Agreement.

 (l) Cumulative Remedies .
Except as provided herein, the remedies provided herein are cumulative and not exclusive of any other remedies provided by law. No waiver
of any provision of this Agreement or of any breach of this Agreement shall be deemed a waiver of any other provision of this Agreement
or of any preceding or succeeding breach of this Agreement. No waiver or extension of time for the performance of any obligation hereunder
shall be deemed a waiver or extension of time for the performance of any other obligation hereunder.

 (m) Severability . If any
term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void
or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their good faith reasonable efforts
to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or
unenforceable.

 (n) Headings . The headings
in this Agreement are for convenience only and shall not limit or otherwise affect the meaning hereof.

 (o) Further Assurances .
The parties shall execute and deliver all such further instruments and documents and take all such other actions as may be reasonably
required to carry out the transactions contemplated hereby and to evidence the fulfilment of the agreements contained herein.

 [Signature pages follow]

 13

 IN WITNESS WHEREOF, the parties
have executed this Agreement, effective as of the date first above written.

 ESAB CORPORATION

 By:
 /s/ R. Brent Jones

 Name:
 R. Brent Jones

 Title:
 Chief Financial Officer

 [Signature Page to
Common Stock Registration Rights Agreement]

 IN WITNESS WHEREOF, the parties
hereto execute this Agreement, effective as of the date first above written.

 T. Rowe Price Global Industrials Fund

 T. Rowe Price U.S. Equities Trust

 T. Rowe Price Mid-Cap Value Fund, Inc.

 T. Rowe Price U.S. Mid-Cap Value Equity Trust

 STATE OF MICHIGAN AS TRUSTEE OF THE STATE
 OF MICHIGAN 401(k) PLAN AND THE STATE OF MICHIGAN 457 PLAN

 SEASONS SERIES TRUST - SA MULTI- MANAGED
 MID CAP VALUE PORTFOLIO

 Each account, severally and not jointly

 By:
 T. Rowe Price Associates,
 Inc., Investment Adviser or Subadviser, as applicable

 By:
 /s/ Andrew Baek

 Name:
 Andrew Baek

 Title:
 Vice President

 [ Signature Page to Common
Stock Registration Rights Agreement ]

 Address:

 T. Rowe Price Associates, Inc.

 4545 Painters Mill Road OM - 2260

 Owings Mills, MD 21117

 (For legal notifications)

 T. Rowe Price Associates, Inc.

 1307 Point Street

 Baltimore, MD 21231

 Attn: Centralized Private Equity Team

 (For Operational notifications and other communications)

 E-mail:
 Equity_Transactions-Legal@troweprice.com

 [ Signature Page to Common
Stock Registration Rights Agreement ]

 IN WITNESS WHEREOF, the parties
hereto execute this Agreement, effective as of the date first above written.

 T. Rowe Price Mid-Cap Growth Fund, Inc.

 T. Rowe Price Institutional Mid-Cap Equity
 Growth Fund

 T. Rowe Price Mid-Cap Growth Portfolio

 T. Rowe Price U.S. Equities Trust

 TD Mutual Funds - TD U.S. Mid-Cap Growth
 Fund

 Great-West Funds, Inc. - Great-West T.
 Rowe Price Mid Cap Growth Fund

 Brighthouse Funds Trust I - T. Rowe Price
 Mid Cap Growth Portfolio

 T. Rowe Price U.S.
 Mid-Cap Growth Equity Trust

 Empower Annuity Insurance Company

 University of Colorado Health

 Each account, severally and not jointly

 By:
 T. Rowe Price Investment Management, Inc.,
 Investment Adviser or Subadviser, as applicable

 By:
 /s/ Andrew Baek

 Name:
 Andrew Baek

 Title:
 Vice President

 [ Signature Page to Common
Stock Registration Rights Agreement ]

 Address:

 T. Rowe Price Investment Management, Inc.

 4545 Painters Mill Road OM - 2260

 Owings Mills, MD 21117

 (For legal notifications)

 T. Rowe Price Investment Management, Inc.

 1307 Point Street

 Baltimore, MD 21231

 Attn: Centralized Private Equity Team

 (For operational notifications and other communications)

 E-mail:
 Equity_Transactions-Legal@troweprice.com

 [ Signature Page to Common
Stock Registration Rights Agreement ]

 Annex A

 PLAN OF DISTRIBUTION

 We are registering the resale
of shares of Common Stock (collectively, the “shares”) from time to time after the date of this prospectus. We will not receive
any of the proceeds from sales by the selling stockholders. We will bear all fees and expenses incident to our obligation to register
the shares.

 The selling stockholders may
sell all or a portion of the shares beneficially owned by them and offered hereby from time to time directly or through one or more underwriters,
broker-dealers or agents. If the shares are sold through underwriters or broker-dealers, the selling stockholders will be responsible
for underwriting discounts or commissions or agent’s commissions. The shares may be sold on any national securities exchange or
quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions
otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing
market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be
effected in transactions, which may involve crosses or block transactions. The selling stockholders may use any one or more of the following
methods when selling shares:

 ● ordinary brokerage
 transactions and transactions in which the broker-dealer solicits purchasers;

 ● block
 trades in which the broker-dealer will attempt to sell the shares as agent but may position
 and resell a portion of the block as principal to facilitate the transaction;

 ● purchases by a
 broker-dealer as principal and resale by the broker-dealer for its account;

 ● an exchange distribution
 in accordance with the rules of the applicable exchange;

 ● privately
 negotiated transactions;

 ● settlement of short
 sales entered into after the effective date of the registration statement of which this prospectus
 is a part;

 ● broker-dealers
 may agree with the selling stockholders to sell a specified number of such shares at a stipulated
 price per share;

 ● through the writing
 or settlement of options or other hedging transactions, whether such options are listed on
 an options exchange or otherwise;

 ● a combination of
 any such methods of sale; and

 ● any
 other method permitted pursuant to applicable law.

 The selling stockholders also
may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act of 1933,
as amended, or the Securities Act, as permitted by that rule, or Section 4(a)(1) under the Securities Act, if available, rather
than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions.

 Broker-dealers engaged by the
selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactions
by selling shares to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions
in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares for whom
they may act as agent or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set
forth in a supplement to this prospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission
in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.01.

 In connection with sales of
the shares or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions,
which may in turn engage in short sales of the shares in the course of hedging the positions they assume. The selling stockholders may
also sell shares short and if such short sale shall take place after the date that this registration statement is declared effective
by the Commission, the selling stockholders may deliver shares covered by this prospectus to close out short positions and to return
borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares to broker-dealers that in
turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions
with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to
such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial
institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing,
the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales
made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the Securities
and Exchange Commission.

 The selling stockholders may,
from time to time, pledge or grant a security interest in some or all of the shares owned by them and, if they default in the performance
of their secured obligations, the pledgees or secured parties may offer and sell the shares from time to time pursuant to this prospectus
or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act, amending, if necessary,
the list of selling stockholders to include the pledgees, transferees or other successors in interest as selling stockholders under this
prospectus. The selling stockholders also may transfer and donate the shares in other circumstances in which case the transferees, donees,
pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

 The selling stockholders and
any broker-dealer or agent participating in the distribution of the shares may be deemed to be “underwriters” within the
meaning of Section 2(a)(11) of the Securities Act in connection with such sales. In such event, any commissions paid, or any discounts
or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed
to be underwriting commissions or discounts under the Securities Act. Selling stockholders who are “underwriters” within
the meaning of Section 2(a)(11) of the Securities Act will be subject to the applicable prospectus delivery requirements of the
Securities Act including Rule 172 thereunder and may be subject to certain statutory liabilities of, including but not limited to,
Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange
Act.

 Each selling stockholder has
informed us that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly,
with any person to distribute the shares. Upon our being notified in writing by a selling stockholder that any material arrangement has
been entered into with a broker-dealer for the sale of shares through a block trade, special offering, exchange distribution or secondary
distribution or a purchase by a broker or dealer, a supplement to this prospectus may be filed, if required, pursuant to Rule 424(b)
under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the
number of shares involved, (iii) the price at which such the shares were sold, (iv) the commissions paid or discounts or concessions
allowed to such broker-dealer, where applicable, (v) that such broker-dealer did not conduct any investigation to verify the information
set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction.

 Under the securities laws of
some states, the shares may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states
the shares may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration
or qualification is available and is complied with.

 There can be no assurance that
any selling stockholder will sell any or all of the shares registered pursuant to the registration statement of which this prospectus
forms a part.

 Each selling stockholder and
any other person participating in such distribution will be subject to applicable provisions of the Exchange Act and the rules and regulations
thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing
of purchases and sales of any of the shares by the selling stockholder and any other participating person. To the extent applicable,
Regulation M may also restrict the ability of any person engaged in the distribution of the shares to engage in market-making activities
with respect to the shares. All of the foregoing may affect the marketability of the shares and the ability of any person or entity to
engage in market-making activities with respect to the shares.

 We will pay all expenses of
the registration of the shares pursuant to the registration rights agreement, including, without limitation, Securities and Exchange
Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each
selling stockholder will pay all underwriting discounts and selling commissions, if any and any related legal expenses incurred by it.
We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance
with the registration rights agreement, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling
stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished
to us by the selling stockholders specifically for use in this prospectus, in accordance with the registration rights agreement, or we
may be entitled to contribution.

 * * *

 Annex B

 ESAB CORPORATION

 SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE

 The undersigned holder of shares
of the Common Stock, par value $0.001 per share (the “ Common Stock ”), of ESAB Corporation (the “ Company ”)
understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 or such
other form available (the “ Resale Registration Statemen t”) for the registration and the resale under Rule 415
of the Securities Act of 1933, as amended (the “ Securities Act ”), of the Registrable Securities in accordance
with the terms of the Registration Rights Agreement. All capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the Registration Rights Agreement.

 In order to sell or otherwise
dispose of any Registrable Securities pursuant to the Resale Registration Statement, a holder of Registrable Securities generally will
be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “ Prospectus ”),
deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound
by the provisions of the Registration Rights Agreement (including certain indemnification provisions, as described below). Holders must
complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus.

 Certain legal consequences
arise from being named as a selling stockholder in the Resale Registration Statement and the Prospectus. Holders of Registrable Securities
are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder
in the Resale Registration Statement and the Prospectus.

 NOTICE

 The undersigned holder (the
“ Selling Stockholder ”) of Registrable Securities hereby gives notice to the Company of its intention to sell
or otherwise dispose of Registrable Securities owned by it and listed below in Item (3), unless otherwise specified in Item (3), pursuant
to the Resale Registration Statement. The undersigned, by signing and returning this Notice and Questionnaire, understands and agrees
that it will be bound by the terms and conditions of this Notice and Questionnaire and the Registration Rights Agreement.

 The
undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate and
complete:

 QUESTIONNAIRE

 1. Name .

 (a) Full Legal Name of Selling Stockholder:

 ____________________________

 (b) Full Legal Name of Registered Holder (if
 not the same as (a) above) through which Registrable Securities Listed in Item 3 below are
 held:

 ____________________________

 (c) Full Legal Name of Natural Control Person
 (which means a natural person who directly or indirectly alone or with others has power to
 vote or dispose of the securities covered by the questionnaire):

 ____________________________

 2. Address for Notices
 to Selling Stockholder:

 Telephone:

 Fax:

 Contact
Person:

 E-mail
address of Contact Person:

 3. Beneficial Ownership of Registrable
 Securities:

 (a) Type and Number of Registrable Securities
 beneficially owned:

 ____________________________

 ____________________________

 ____________________________

 (b) Number of shares of Common Stock to be
 registered pursuant to this Notice for resale:

 ____________________________

 ____________________________

 ____________________________

 4. Broker-Dealer Status:

 (a) Are you a broker-dealer?

 Yes ¨ No
 ¨

 (b) If “yes” to Section 4(a),
 did you receive your Registrable Securities as compensation for investment banking services
 to the Company?

 Yes ¨ No
 ¨

 Note: If no, the Commission’s staff has indicated
 that you should be identified as an underwriter in the Registration Statement.

 (c) Are you an affiliate of a broker-dealer?

 Yes ¨ No
 ¨

 Note: If yes, provide a
 narrative explanation below:

 ____________________________

 ____________________________

 (d) If you are an affiliate of a broker-dealer,
 do you certify that you bought the Registrable Securities in the ordinary course of business,
 and at the time of the purchase of the Registrable Securities to be resold, you had no agreements
 or understandings, directly or indirectly, with any person to distribute the Registrable
 Securities?

 Yes ¨ No
 ¨

 Note: If no, the Commission’s staff has
 indicated that you should be identified as an underwriter in the Registration Statement.

 5. Beneficial Ownership of Other Securities
 of the Company Owned by the Selling Stockholder .

 Except as set forth below in this Item
5, the undersigned is not the beneficial or registered owner of any securities of the Company other than the Registrable Securities listed
above in Item 3.

 Type and amount
of other securities beneficially owned:

 6. Relationships with the Company:

 Except as set forth below, neither
the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% or more of the equity securities
of the undersigned) has held any position or office or has had any other material relationship with the Company (or its predecessors
or affiliates) during the past three years.

 State any exceptions
here:

 7. Plan of Distribution:

 The undersigned has reviewed the form
of Plan of Distribution attached as Annex A to the Registration Rights Agreement, and hereby confirms that, except as set forth below,
the information contained therein regarding the undersigned and its plan of distribution is correct and complete.

 State any exceptions
here:

 ***********

 The undersigned agrees to promptly notify the Company
of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof and prior to the effective
date of any applicable Resale Registration Statement. All notices hereunder and pursuant to the Registration Rights Agreement shall be
made in writing, by hand delivery, confirmed or facsimile transmission, first-class mail or air courier guaranteeing overnight delivery
or by electronic mail at the address of the Company set forth in the Notice provisions of the Common Stock Purchase Agreement. In the
absence of any such notification, the Company shall be entitled to continue to rely on the accuracy of the information in this Notice
and Questionnaire.

 By signing below, the undersigned consents to the
disclosure of the information contained herein in its answers to Items (1) through (7) above and the inclusion of such information in
the Resale Registration Statement and the Prospectus. The undersigned understands that such information will be relied upon by the Company
in connection with the preparation or amendment of any such Registration Statement and the Prospectus.

 By signing below, the undersigned acknowledges that
it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations
thereunder, particularly Regulation M in connection with any offering of Registrable Securities pursuant to the Resale Registration Statement.
The undersigned also acknowledges that it understands that the answers to this Questionnaire are furnished for use in connection with
Registration Statements filed pursuant to the Registration Rights Agreement and any amendments or supplements thereto filed with the
Commission pursuant to the Securities Act.

 The undersigned
hereby acknowledges and is advised of the following Interpretation A.65 of the July 1997 SEC Manual of Publicly Available Telephone Interpretations
regarding short selling:

 “An Issuer filed a Form S-3 registration
statement for a secondary offering of common stock which is not yet effective. One of the selling stockholders wanted to do a short sale
of common stock “against the box” and cover the short sale with registered shares after the effective date. The issuer was
advised that the short sale could not be made before the registration statement become effective, because the shares underlying the short
sale are deemed to be sold at the time such sale is made. There would, therefore, be a violation of Section 5 if the shares were
effectively sold prior to the effective date.”

 By returning this Questionnaire, the undersigned will be deemed to
be aware of the foregoing interpretation.

 I confirm that, to the best of my knowledge and
belief, the foregoing statements (including, without limitation the answers to this Questionnaire) are correct.

 IN WITNESS WHEREOF the undersigned, by authority
duly given, has caused this Questionnaire to be executed and delivered either in person or by its duly authorized agent.

 Dated:

 Beneficial Owner:

 By:

 Name:

 Title: