Form 8-K

8-K — ESAB Corp

Accession: 0001213900-26-063775

Filed: 2026-06-02

Period: 2026-06-01

CIK: 0001877322

SIC: 3569 (GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC)

Item: Completion of Acquisition or Disposition of Assets

Item: Unregistered Sales of Equity Securities

Item: Material Modifications to Rights of Security Holders

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0292710-8k_esab.htm (Primary)

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

EX-4.1 — CERTIFICATE OF SERIES A MANDATORY CONVERTIBLE PREFERRED STOCK (ea029271001ex4-1.htm)

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

EX-10.2 — REGISTRATION RIGHTS AGREEMENT AMONG THE COMPANY AND PURCHASERS OF SERIES A MANDATORY CONVERTIBLE PREFERRED STOCK (ea029271001ex10-2.htm)

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

GRAPHIC (ex99-1_001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C.

20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date

of earliest event reported): June 1, 2026

ESAB Corporation

(Exact name of registrant

as specified in its charter)

Delaware

001-41297

87-0923837

(State

or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S.

Employer

Identification Number)

909 Rose Avenue,

8th Floor

North Bethesda, MD 20852

(Address of Principal Executive Offices) (Zip Code)

(301) 323-9099

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the

Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

(17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the

Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the

Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section

12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common Stock, par value $0.001 per share

ESAB

New York Stock Exchange

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate

by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial

accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.01. Completion of Acquisition or Disposition of Assets.

On June 1, 2026, ESAB Corporation (the “Company” or

“ESAB”) completed its previously announced acquisition of Eddyfi Holding Inc., a corporation incorporated under the

laws of the Province of Québec (“Eddyfi”), and certain related entities (such transaction, the “Acquisition”).

Pursuant to the terms of a Share Purchase Agreement (as amended, the “Purchase Agreement”) with the vendors party

thereto and certain holding companies affiliated with certain of the vendors (the “Holdcos”), 9559-2796 Québec

Inc., a corporation governed by the laws of the Province of Québec and a wholly owned indirect subsidiary of the Company (the “Purchaser”), acquired

all of the issued and outstanding shares of Eddyfi from the vendors for cash equal to $1.45 billion, subject to customary purchase price

adjustments set forth in the Purchase Agreement relating to cash, indebtedness, transaction expenses, and net working capital of Eddyfi,

its subsidiaries and the Holdcos as of the closing of the Acquisition.

The Company financed the Acquisition of Eddyfi with cash on hand, proceeds

from the recent offering of 5.625% senior notes due 2031 and the private placements of Series A Mandatory Convertible Preferred Stock

and Common Stock described in Item 3.02 below.

The foregoing description of the Purchase Agreement and the transactions

contemplated thereby is only a summary and is qualified in its entirety by reference to the complete text of the Purchase Agreement, which

is filed as Exhibit 2.1 hereto.

Item 3.02. Unregistered Sales of Equity Securities.

On June 1, 2026, substantially concurrently with the closing of the Acquisition,

the Company completed the previously announced private placements of (i) 175,000 shares (the “Preferred Shares”) of

its 6.50% Series A Mandatory Convertible Preferred Stock, par value $0.001 per share, pursuant to that certain Preferred Stock Purchase

Agreement dated February 2, 2026, between the Company and certain institutional investors thereto for aggregate gross proceeds of approximately

$175.0 million and (ii) 1,254,255 shares (the “Common Shares”) of its common stock, par value $0.001 per share (the

“Common Stock”), in accordance with that certain Common Stock Purchase Agreement dated February 2, 2026 between the

Company and certain institutional investors thereto for aggregate gross proceeds of approximately $143.0 million. The information set

forth in “Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year” is incorporated by reference

into this Item 3.02. The Preferred Shares and the Common Shares were issued and sold in separate private placements in reliance on the

exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).

The issuance of Common Stock upon conversion of the Preferred Shares is expected to be exempt from registration pursuant to Section 3(a)(9)

of the Securities Act. The Preferred Shares, shares of the Common Stock issuable upon conversion of the Preferred Shares and the Common

Shares will not be registered under the Securities Act or applicable state securities laws, and may not be offered or sold in the United

States absent registration or an applicable exemption from the registration requirements of the Securities Act.

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth in “Item 5.03 - Amendments to Articles

of Incorporation or Bylaws; Change in Fiscal Year” is incorporated by reference into this Item 3.03.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 1, 2026, the Company filed the Certificate of Designations with

the Delaware Secretary of State to establish the preferences, limitations and relative rights of its 6.50% Series A Mandatory Convertible

Preferred Stock (the “Series A Mandatory Convertible Preferred Stock”), which became effective upon filing.

The Series A Mandatory Convertible Preferred Stock does not have a maturity

date but will mandatorily convert into shares of the Company’s Common Stock on the mandatory conversion date, approximately three

years after the initial issue date. Cumulative cash dividends on the Series A Mandatory Convertible Preferred Stock will be payable at

a rate of 6.50% per annum (equivalent to $65.00 per annum per share), quarterly in arrears, when, as and if declared by the Company’s

board of directors. Dividends will accumulate from the most recent date on which dividends have been paid or, if no dividends have been

paid, from the initial issue date.

Each share of the Series A Mandatory Convertible Preferred Stock has a

liquidation preference of $1,000 per share, plus accumulated but unpaid dividends, and will automatically convert on the mandatory conversion

date into between 7.1806 shares (the “Minimum Conversion Rate”) and 8.2576 shares (the “Maximum Conversion

Rate”) of the Company’s Common Stock per share, depending on the Applicable Market Value of the common stock during the

Settlement Period (each as defined in the Certificate of Designations). The conversion rates will be subject to certain customary anti-dilution

adjustments. Prior to the mandatory conversion date, holders may elect to convert at any time at the Minimum Conversion Rate, subject

to adjustment for any accumulated and unpaid dividends that have not been declared. The Series A Mandatory Convertible Preferred Stock

may not be redeemed by the Company (other than in limited circumstances relating to HSR Act compliance). If a “Fundamental Change”

occurs, holders will have the right to convert at an increased Fundamental Change Conversion Rate and to receive a Fundamental Change

Dividend Make-whole Amount (each as defined in the Certificate of Designations) equal to the present value of all remaining scheduled

dividend payments, discounted at 6.50% per annum.

The above description of the Series A Mandatory Convertible Preferred Stock

Certificate of Designations is a summary and is qualified by reference to the full text of the Series A Mandatory Convertible Preferred

Stock Certificate of Designations, which is attached hereto as Exhibit 3.1 and incorporated herein by reference. A specimen certificate

representing the Series A Mandatory Convertible Preferred Stock is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On June 2, 2026, the Company issued a press release announcing the completion

of the acquisition of Eddyfi. A copy of the press release is attached hereto as Exhibit

99.1.

The information contained under this Item 7.01 in this Current Report

on Form 8-K, including the information included in Exhibit 99.1 hereto, is being furnished and, as a result, such information shall not

be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),

or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing

under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filing.

Item 8.01. Other Events.

On June 1, 2026, the Company and the purchasers of the Common Shares entered

into a Registration Rights Agreement (the “Common Stock Registration Rights Agreement”), pursuant to which the Company

agreed to file a registration statement with the SEC within 30 calendar days following the Closing Date for purposes of registering the

resale of the Common Shares and to use its commercially reasonable efforts to have such registration statement declared effective no

later than 30 calendar days following the Closing Date (or, in the event the SEC reviews and has written comments on such registration

statement, 90 calendar days following the Closing Date). The Company agreed to keep such registration statement continuously effective

until the earlier of (i) three years from the Closing Date and (ii) the date that all Common Shares covered by such registration statement

have been sold thereunder or pursuant to Rule 144 without any limitation as to volume or manner of sale and without the need for current

public information required by Rule 144(c)(1) under the Securities Act.

On June 1, 2026, the Company and the purchasers of the Preferred Shares

also entered into a Registration Rights Agreement (the “MCP Registration Rights Agreement” and, together with the

Common Stock Registration Rights Agreement, the “Registration Rights Agreements”), pursuant to which the Company agreed

that if, following one year after the Closing Date (the “Resale Restriction Termination Date”), holders of the shares

of Common Stock issuable upon conversion of the Series A Mandatory Convertible Preferred Stock (the “Conversion Shares”)

are unable to sell such Conversion Shares pursuant to Rule 144 under the Securities Act, the Company will file a registration statement

with the SEC within five business days of receiving a DTC Transfer Notice (or, if earlier, within 121 days following the Resale Restriction

Termination Date) for purposes of registering the resale of such Conversion Shares. The Company agreed to use its commercially reasonable

efforts to have such registration statement declared effective no later than 120 calendar days following the Resale Restriction Termination

Date (or, in the event the SEC reviews and has written comments on such registration statement, 180 calendar days following the Resale

Restriction Termination Date). The Company agreed to keep such registration statement continuously effective until the earlier of (i)

when the Conversion Shares cease to be “Registrable Securities” (as defined in the MCP Registration Rights Agreement) and

(ii) the 30th day following the first day on which no Series A Mandatory Convertible Preferred Stock is outstanding.

The foregoing descriptions of the Registration Rights Agreements do not

purport to be complete and are qualified in their entirety by reference to the Common Stock Registration Rights Agreement and the MCP

Registration Rights Agreement filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein

by reference.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses

Acquired.

The financial statements required by this item are not being filed herewith.

They will be filed with the Securities and Exchange Commission by amendment as soon as practicable, but not later than 71 days after the

date on which this Current Report on Form 8-K is required to be filed.

(b) Pro Forma Financial Information.

The pro forma financial information required by this item is not being

filed herewith. It will be filed with the Securities and Exchange Commission by amendment as soon as practicable, but no later than 71

days after the date on which this Current Report on Form 8-K is required to be filed.

(d) Exhibits.

Exhibit

Number

Description

2.1

Share Purchase Agreement, dated January 31, 2026, by and among the Purchaser, the Vendors, the Vendors’ Representatives, the Company, as a guarantor of the Purchaser, and certain other parties thereto (incorporated by reference herein to Exhibit 2.1 to the Company’s Form 8-K filed on February 2, 2026).

3.1

Certificate of Designations of Preferences, Rights and Limitations of Series A Mandatory Convertible Preferred Stock of ESAB Corporation filed on June 1, 2026.

4.1

Certificate of Series A Mandatory Convertible Preferred Stock.

10.1

Registration Rights Agreement among the Company and purchasers of Common Shares.

10.2

Registration Rights Agreement among the Company and purchasers of Series A Mandatory Convertible Preferred Stock.

99.1

ESAB Corporation press release, dated June 2, 2026.

104

Cover Page Interactive Data File, formatted in Inline XBRL, and included as Exhibit 101.

SIGNATURES

Pursuant to the requirements of the Securities Exchange

Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: June 2, 2026

ESAB CORPORATION

By:

/s/ R. Brent Jones

Name:

R. Brent Jones

Title:

Executive Vice President, Chief Financial Officer

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

EX-3.1

Filename: ea029271001ex3-1.htm · Sequence: 2

Exhibit 3.1

Execution Version

CERTIFICATE OF DESIGNATIONS

OF SERIES A MANDATORY CONVERTIBLE PREFERRED

STOCK

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.

“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.

“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).

“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

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.

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).

“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

“Registrar” initially means

EQ Shareowner Services, the Corporation’s duly appointed registrar for Mandatory Convertible Preferred Stock and any successor appointed

under Section 14.

“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.

“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 “ESAB<EQUITY>AQR”

(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).

“Wholly-Owned Subsidiary” means,

with respect to any Person, any Subsidiary of such Person, except that, solely for purposes of this definition, the reference to “more

than 50%” in the definition of “Subsidiary” shall be deemed to be replaced by a reference to “100%”.

Section 3. Dividends.

(a) Rate. Subject to the rights of

holders of any class or series of the Corporation’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’s surplus or if there is no such surplus, out of the Corporation’s profits for

the then current and/or immediately preceding fiscal year (collectively, the “funds available to pay dividends”),

cumulative dividends at the rate per annum of 6.50% of the Liquidation Preference (the “Dividend Rate”)

(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.

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 “Preferred

Dividend Termination Date”). 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’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’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’s capital stock

existing prior to February 1, 2026;

(v) any

dividends or distributions of rights or any class or series of the Corporation’s capital stock that is neither Parity Stock nor

Senior Stock in connection with any shareholders’ 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’s capital stock that is neither Parity Stock nor Senior Stock for

or into another class or series of the Corporation’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’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’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.

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.

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

“Liquidation Dividend Amount”) 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’s creditors

and holders of shares of any class or series of the Corporation’s capital stock ranking senior to the Mandatory Convertible

Preferred Stock as to distribution rights upon the Corporation’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’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’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.

the payment to any Holder of the full amount of the Liquidation Preference and the Liquidation Dividend Amount for each of such Holder’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’s assets or business (other than in connection with the

liquidation, winding-up or dissolution of the Corporation), nor the Corporation’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 Upon 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 “Nonpayment”), 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’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 “Preferred Stock

Directors”); 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’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.

(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 “Nonpayment

Remedy”), 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’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.

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;

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’s authorized but unissued shares of Preferred Stock,

(2) any increase in the amount of the Corporation’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’s capital stock ranking junior to the Mandatory Convertible Preferred Stock as to dividend rights and

distribution rights upon the Corporation’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’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.

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 (“Mandatory Conversion”), 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

“Mandatory Conversion Rate” 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 “Minimum Conversion Rate”);

(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 “Maximum Conversion Rate”);

provided that the Fixed Conversion Rates are each subject to

adjustment in accordance with the provisions of Section 12.

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 (“Mandatory Conversion Additional Conversion Amount”),

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.

(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 “HSR

Act”), 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 “HSR Limitation”). 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 “Redemption Notice”) 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 (“Early Conversion”), 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 “Early Conversion Additional Conversion Amount”), 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

“Early Conversion Settlement Period”) commencing on, and including, the 21st Scheduled Trading Day immediately preceding

the Early Conversion Date (such average being referred to as the “Early Conversion Average Price”);

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.

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 “Fundamental Change Conversion Right”) 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 “Fundamental Change Conversion”) 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 “Fundamental Change Dividend Make-whole Amount”), 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’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.

The Corporation shall provide written notice (the

“Fundamental Change Notice”) 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.

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.

(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’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.

(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.

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 (“Early Conversion Date”).

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.

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

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 “Fundamental Change Conversion

Date”).

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.

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.

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).

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.

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:

CR1 = CR0 ×

OS1

OS0

where,

CR0 =

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;

CR1 =

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;

OS0 =

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

OS1 =

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:

CR1 = CR0 ×

OS0 + X

OS0 + Y

where,

CR0 = such Fixed Conversion Rate in effect immediately prior to

the close of business on the Record Date for such issuance;

CR1 = such Fixed Conversion Rate in effect immediately after the

close of business on such Record Date;

OS0 = 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.

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’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;

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:

CR1 = CR0 ×

SP0

SP0 – FMV

where,

CR0 = such Fixed Conversion Rate in effect immediately prior to the

close of business on the Record Date for such distribution;

CR1 = such Fixed Conversion Rate in effect immediately after the close

of business on such Record Date;

SP0 = 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 “FMV”

(as defined above) is equal to or greater than “SP0” (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’s capital

stock, evidences of the Corporation’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.

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:

CR1 = CR0 ×

FMV0 + MP0

MP0

where,

CR0 = such Fixed Conversion Rate in effect immediately prior to the

open of business on the Ex-Date for the Spin-Off;

CR1 = such Fixed Conversion Rate in effect immediately after the open

of business on the Ex-Date for the Spin-Off;

FMV0 = 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 “Valuation Period”); and

MP0 = 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’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 (“Trigger Event”):

(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).

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:

(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 “Clause A Distribution”);

(B) an

issuance of rights, options or warrants to which Section 12(a)(ii) is applicable (the “Clause B Distribution”),

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 “Clause C Distribution”) 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 “Record Date” 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 “outstanding immediately prior to the close of business on such Record Date or immediately prior to the

open of business on such Effective Date” within the meaning of Section 12(a)(i) or “outstanding immediately prior to close

of business on such Record Date” 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 “Dividend Threshold Amount”) each Fixed Conversion Rate shall be adjusted

based on the following formula:

CR1 = CR0 ×

SP0 – DTA

SP0 – C

where,

CR0 = such Fixed Conversion Rate in effect immediately prior to the

close of business on the Record Date for such dividend or distribution;

CR1 = such Fixed Conversion Rate in effect immediately after the close

of business on the Record Date for such dividend or distribution;

SP0 = 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.

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 “C”

(as defined above) is equal to or greater than “SP0” (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 “Expiration Date”), each Fixed

Conversion Rate shall be increased based on the following formula:

CR1 = CR0 ×

AC + (SP1 x OS1)

OS0 x SP1

where,

CR0 = such Fixed Conversion Rate in effect immediately prior to the

close of business on the Expiration Date;

CR1 = 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;

OS0 = 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);

OS1 = 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

SP1 = the Average VWAP of Common Stock over the ten consecutive Trading

Day period commencing on, and including, the Trading Day next succeeding the Expiration Date (the “Averaging Period”).

The increase to each Fixed Conversion Rate under

the preceding paragraph will be calculated at the close of business on the last Trading Day of the Averaging Period but will be given

retroactive effect as of immediately after the close of business on the Expiration Date. Because the Corporation will make the adjustment

to each Fixed Conversion Rate with retroactive effect, the Corporation shall delay the settlement of any conversion of Mandatory Convertible

Preferred Stock where any date for determining the number of shares of Common Stock issuable to a Holder occurs within the Averaging Period

until the second Business Day after the last Trading Day of such Averaging Period. For the avoidance of doubt, no adjustment under

this Section 12(a)(v) will be made if such adjustment would result in a decrease in any Fixed Conversion Rate, except as set forth in

the immediately succeeding sentence.

In the event that the Corporation or one of its

Subsidiaries is obligated to purchase shares of Common Stock pursuant to any such tender offer or exchange offer, but the Corporation

or such Subsidiary is permanently prevented by applicable law from effecting any such purchases, or all such purchases are rescinded,

then each Fixed Conversion Rate shall again be adjusted to be such Fixed Conversion Rate that would then be in effect if such tender offer

or exchange offer had not been made (or had been made only in respect of the purchases that have been made and not rescinded).

(vi) If:

(A) the

Record Date for a dividend or distribution on shares of the Common Stock occurs after the end of the 20 consecutive Trading Day period

used for calculating the Applicable Market Value and before the Mandatory Conversion Date; and

(B)

such dividend or distribution would have resulted in an adjustment of the number of shares of Common Stock issuable to the Holders had

such Record Date occurred on or before the last Trading Day of such 20-Trading Day period,

then the Corporation shall deem the Holders to be holders

of record, for each share of their Mandatory Convertible Preferred Stock, of a number of shares of Common Stock equal to the Mandatory

Conversion Rate for purposes of that dividend or distribution, and in such a case, the Holders would receive the dividend or distribution

on Common Stock together with the number of shares of Common Stock issuable upon Mandatory Conversion of Mandatory Convertible Preferred

Stock.

(vii) If

the Corporation has a rights plan in effect upon conversion of the Mandatory Convertible Preferred Stock into Common Stock, the Holders

shall receive, in addition to any shares of Common Stock received in connection with such conversion, the rights under the rights plan.

However, if, prior to any conversion, the rights have separated from the shares of Common Stock in accordance with the provisions of the

applicable rights plan, each Fixed Conversion Rate will be adjusted at the time of separation as if the Corporation distributed to all

or substantially all holders of Common Stock, shares of its capital stock, evidences of indebtedness, assets, property, rights, options

or warrants as set forth in Section 12(a)(iii), subject to readjustment in the event of the expiration, termination or redemption of such

rights.

(viii) The

Corporation may (but is not required to), to the extent permitted by law and the rules of the New York Stock Exchange or any other securities

exchange on which the shares of Common Stock is then listed, increase each Fixed Conversion Rate by any amount for a period of at least

20 Business Days if such increase is irrevocable during such 20 Business Days and the Board of Directors (or a committee thereof) determines

that such increase would be in the best interest of the Corporation. The Corporation may also (but is not required to) increase each Fixed

Conversion Rate as it deems advisable in order to avoid or diminish any income tax to holders of Common Stock resulting from any dividend

or distribution of shares of Common Stock (or issuance of rights or warrants to acquire shares of Common Stock) or from any event treated

as such for income tax purposes or for any other reason. However, in either case, the Corporation may only make such discretionary adjustments

if it makes the same proportionate adjustment to each Fixed Conversion Rate.

(ix) The

Corporation shall not adjust the Fixed Conversion Rates:

(A) upon

the issuance of shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest

payable on securities of the Corporation and the investment of additional optional amounts in Common Stock under any plan;

(B) upon

the issuance of any shares of Common Stock or options, rights or warrants to purchase such shares of Common Stock pursuant to any present

or future benefit or other incentive plan or program of or assumed by the Corporation or any of its Subsidiaries;

the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security

not described in (B) of this Section 12(a)(ix) and outstanding as of the Initial Issue Date;

(D) for

a change in the par value of the Common Stock;

(E) for

sales of Common Stock for cash, other than in a transaction described in Section 12(a)(ii) or Section 12(a)(iii) above;

(F) for

stock repurchases that are not tender or exchange offers referred to in Section 12(a)(v), including structured or derivative transactions

or pursuant to a stock repurchase program approved by the Board of Directors; or

(G) for

accumulated dividends on the Mandatory Convertible Preferred Stock, except as described in Sections 6, 7 and 8.

(x) Adjustments

to each Fixed Conversion Rate will be calculated to the nearest 1/10,000th of a share. No adjustment to any Fixed Conversion Rate will

be required unless the adjustment would require an increase or decrease of at least 1% to each of the Fixed Conversion Rates; provided,

however, that if an adjustment is not made because the adjustment does not change each of the Fixed Conversion Rates by at least 1%, then

such adjustment will be carried forward and taken into account in any future adjustment. Notwithstanding the foregoing, on each date for

determining the number of shares of Common Stock issuable to a Holder upon any conversion of Mandatory Convertible Preferred Stock, and

on each Trading Day during the Settlement Period or any other valuation period in connection with a conversion of the Mandatory Convertible

Preferred Stock, the Corporation will give effect to all adjustments that it has otherwise deferred pursuant to this clause (x), and those

adjustments will no longer be carried forward and taken into account in any future adjustment. Except as otherwise provided above, the

Corporation shall be responsible for making all calculations called for under the Mandatory Convertible Preferred Stock. These calculations

include, but are not limited to, determinations of the Fundamental Change Share Price, the VWAPs, the Average VWAPs, the Fixed Conversion

Rates and the Dividend Threshold Amount of the Mandatory Convertible Preferred Stock.

(xi) For

the avoidance of doubt, if an adjustment is made to the Fixed Conversion Rates, no separate inversely proportionate adjustment will be

made to the Initial Price or the Threshold Appreciation Price because the Initial Price is equal to $1,000.00 divided by the Maximum

Conversion Rate (as adjusted in the manner described herein) and the Threshold Appreciation Price is equal to $1,000.00 divided by

the Minimum Conversion Rate (as adjusted in the manner described herein).

(xii) Whenever

any provision of this Certificate of Designations requires the Corporation to calculate the VWAP per share of Common Stock over a span

of multiple days, the Board of Directors or a committee thereof shall make appropriate adjustments in good faith (including, without limitation,

to the Applicable Market Value, the Early Conversion Average Price, the Fundamental Change Share Price and the Average Price, as the case

may be) to account for any adjustments to the Fixed Conversion Rates (as the case may be) that become effective, or any event that would

require such an adjustment if the Record Date, Ex-Date, Effective Date or Expiration Date, as the case may be, of such event occurs during

the relevant period used to calculate such prices or values, as the case may be.

(b) Whenever

the Fixed Conversion Rates and the Fundamental Change Conversion Rates set forth in the table in the definition of “Fundamental

Change Conversion Rate” are to be adjusted, the Corporation shall:

(i) compute

such adjusted Fixed Conversion Rates and Fundamental Change Conversion Rates;

(ii) within

ten Business Days after the Fixed Conversion Rates are to be adjusted, provide or cause to be provided, a written notice to the Holders

of the occurrence of such event; and

(iii) within

ten Business Days after the Fixed Conversion Rates are to be adjusted, provide or cause to be provided, to the Holders, a statement setting

forth in reasonable detail the method by which the adjustments to the Fixed Conversion Rates and Fundamental Change Conversion Rates were

determined and setting forth such adjusted Fixed Conversion Rates and Fundamental Change Conversion Rates.

Section 13. Recapitalizations,

Reclassifications and Changes of Common Stock. In the event of:

(i) any

consolidation or merger of the Corporation with or into another Person;

(ii) any

sale, transfer, lease or conveyance to another Person of all or substantially all of the property and assets of the Corporation;

(iii) any

reclassification of Common Stock into securities (other than a share split or share combination), including securities other than Common

Stock; or

(iv)

any statutory exchange of securities of the Corporation with another Person (other than in connection with a merger or acquisition),

in each case, as a result of which the Common Stock would be converted

into, or exchanged for, stock, other securities or other property or assets (including cash or any combination thereof) (each, a “Reorganization

Event”), each share of Mandatory Convertible Preferred Stock outstanding immediately prior to such Reorganization Event shall,

without the consent of the Holders, become convertible into the kind of stock, other securities or other property or assets (including

cash or any combination thereof) that such Holder would have been entitled to receive if such Holder had converted its Mandatory Convertible

Preferred Stock into Common Stock immediately prior to such Reorganization Event (such stock, other securities or other property or assets

(including cash or any combination thereof), the “Exchange Property,” with each “Unit of Exchange Property”

meaning the kind and amount of such Exchange Property that a holder of one share of Common Stock is entitled to receive), and, at the

effective time of such Reorganization Event, the Corporation shall amend this Certificate of Designations without the consent of the Holders

to provide for such change in the convertibility of the Mandatory Convertible Preferred Stock. If any Reorganization Event causes the

Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in

part upon any form of shareholder election), the Exchange Property into which the Mandatory Convertible Preferred Stock shall be convertible

shall be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of the Common Stock

in such Reorganization Event.

The number of Units of Exchange Property the Corporation

shall deliver upon conversion of each share of Mandatory Convertible Preferred Stock or as a payment of dividends on the Mandatory Convertible

Preferred Stock, as applicable, following the effective date of such Reorganization Event shall be determined as if references in Section

3, Section 6, Section 7 and/or Section 8 to shares of Common Stock, as the case may be, were to Units of Exchange Property (without interest

thereon and without any right to dividends or distributions thereon which have a Record Date that is prior to the date on which the holders

of the shares of Mandatory Convertible Preferred Stock become holders of record of the underlying shares of the Common Stock). For the

purpose of determining which of clauses (i), (ii) and (iii) of Section 6(b) shall apply upon Mandatory Conversion, and

for the purpose of calculating the Mandatory Conversion Rate if clause (ii) of Section 6(b) is applicable, the value of a Unit

of Exchange Property shall be determined in good faith by the Board of Directors or a committee thereof (which determination will be

final), except that if a Unit of Exchange Property includes common stock or American Depositary Receipts (“ADRs”) that are

traded on a U.S. national securities exchange, the value of such common stock or ADRs shall be the average over the 20 consecutive Trading

Day period used for calculating the Applicable Market Value of the volume-weighted average prices for such common stock or ADRs, as displayed

on the applicable Bloomberg screen (as determined in good faith by the Board of Directors or a committee thereof (which determination

will be final)); or, if such price is not available, the average market value per share of such common stock or ADRs over such period

as determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained by the

Corporation for this purpose.

In connection with any Reorganization Event, the

Dividend Threshold Amount shall be subject to adjustment as described in clause (i), clause (ii) or clause (iii) below, as the case may

be:

(i) In the case of a Reorganization Event in which

the Exchange Property (determined, as appropriate, as set forth above in this Section 13 and excluding any dissenters’ appraisal

rights) is composed entirely of shares of common stock (the “Reorganization Common Stock”), the Dividend Threshold

Amount at and after the effective time of such Reorganization Event shall be equal to (x) the Dividend Threshold Amount immediately prior

to the effective time of such Reorganization Event, divided by (y) the number of shares of Reorganization Common Stock that a holder of

one share of Common Stock would receive in such Reorganization Event (such quotient rounded down to the nearest cent).

(ii) In the case of a Reorganization Event in which

the Exchange Property (determined, as appropriate, as set forth above in this Section 13 and excluding any dissenters’ appraisal

rights) is composed in part of shares of Reorganization Common Stock, the Dividend Threshold Amount at and after the effective time of

such Reorganization Event shall be equal to (x) the Dividend Threshold Amount immediately prior to the effective time of such Reorganization

Event, multiplied by (y) the Reorganization Valuation Percentage for such Reorganization Event (such product rounded down to the nearest

cent).

(iii) For the avoidance of doubt, in the case of

a Reorganization Event in which the Exchange Property (determined, as appropriate, as set forth above in this Section 13 and excluding

any dissenters’ appraisal rights) is composed entirely of consideration other than shares of Reorganization Common Stock, the Dividend

Threshold Amount at and after the effective time of such Reorganization Event shall be equal to zero.

The above provisions of this Section 13 shall similarly

apply to successive Reorganization Events, and the provisions of Section 12 shall apply to any shares of common equity or ADRs of the

Corporation (or any successor thereto) received by the holders of shares of Common Stock in any such Reorganization Event.

The Corporation (or any successor thereto) shall,

as soon as reasonably practicable (but in any event within twenty calendar days) after the occurrence of any Reorganization Event, provide

written notice to the Holders of such occurrence and of the kind and amount of the cash, securities or other property that constitute

the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 13.

Section 14. Transfer Agent, Registrar,

Conversion Agent, and Dividend Disbursing Agent. The Corporation may duly appoint a Transfer Agent, Registrar, Conversion

Agent and Dividend Disbursing Agent for Mandatory Convertible Preferred Stock and may, in its sole discretion, remove any such

Transfer Agent, Registrar, Conversion Agent or Dividend Disbursing Agent and appoint a successor thereto.

Section 15. Record Holders. To

the fullest extent permitted by applicable law, the Corporation and the Transfer Agent may deem and treat the Holder of any shares

of Mandatory Convertible Preferred Stock as the true and lawful owner thereof for all purposes.

Section 16. Notices. All

notices or communications in respect of Mandatory Convertible Preferred Stock shall be sufficiently given if given in writing and

delivered in person or by first class mail, postage prepaid, or if given in such other manner as may be permitted in this

Certificate of Designations, in the Certificate of Incorporation or the Bylaws and by applicable law. Notwithstanding the foregoing,

if the shares of Mandatory Convertible Preferred Stock are represented by Global Preferred Shares, such notices may also be given to

the Holders in any manner permitted by DTC or any similar facility used for the settlement of transactions in Mandatory Convertible

Preferred Stock.

Section 17. No Preemptive

Rights. The Holders shall have no preemptive or preferential rights to purchase or subscribe for any stock, obligations,

warrants or other securities of the Corporation of any class.

Section 18. Other Rights. The

shares of Mandatory Convertible Preferred Stock shall not have any voting powers, designations, powers, preferences or relative,

participating, optional or other rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or

in the Certificate of Incorporation or as provided by applicable Delaware law.

Section 19. Book-Entry

Form.

(a) The

Mandatory Convertible Preferred Stock may be issued in book-entry form or in definitive, fully registered form. The Mandatory Convertible

Preferred Stock shall initially be issued in uncertificated, book-entry form on the books and records of the Transfer Agent and, at the

election of a Holder, may also be issued in definitive, certificated form, registered in the name of the Holder specified on the face

of the certificate evidencing such Mandatory Convertible Preferred Stock.

(b) Shares

of the Mandatory Convertible Preferred Stock may also be issued in the form of one or more permanent global shares of Mandatory Convertible

Preferred Stock in definitive, fully registered form eligible for book-entry settlement with the global legend as set forth on the form

of Mandatory Convertible Preferred Stock certificate attached hereto as Exhibit A (each, a “Global Preferred Share”),

which is hereby incorporated in and expressly made part of this Certificate of Designations. The Global Preferred Shares may have notations,

legends or endorsements required by law, stock exchange rules, agreements to which the Corporation is subject, if any, or usage (provided

that any such notation, legend or endorsement is in a form acceptable to the Corporation). Any Global Preferred Shares shall be deposited

on behalf of the Holders represented thereby with the Registrar, at its New York office as custodian for the Depositary, and registered

in the name of the Depositary, duly executed by the Corporation and countersigned and registered by the Registrar as hereinafter provided.

The aggregate number of shares represented by each Global Preferred Share may from time to time be increased or decreased by adjustments

made on the records of the Registrar and the Depositary or its nominee as hereinafter provided.

This Section 19(b) shall apply only to a Global

Preferred Share deposited with or on behalf of the Depositary. The Corporation shall execute and the Registrar shall, in accordance with

this Section 19(b), countersign and deliver any Global Preferred Shares that (i) shall be registered in the name of Cede &

Co. or other nominee of the Depositary and (ii) shall be delivered by the Registrar to Cede & Co. or pursuant to instructions

received from Cede & Co. or held by the Registrar as custodian for the Depositary pursuant to an agreement between the Depositary

and the Registrar. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this

Certificate of Designations with respect to any Global Preferred Share held on their behalf by the Depositary or by the Registrar as the

custodian of the Depositary, or under such Global Preferred Share, and the Depositary may be treated by the Corporation, the Registrar

and any agent of the Corporation or the Registrar as the absolute owner of such Global Preferred Share for all purposes whatsoever. Notwithstanding

the foregoing, nothing herein shall prevent the Corporation, the Registrar or any agent of the Corporation or the Registrar from giving

effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and

its Agent Members, the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial

interest in any Global Preferred Share. The Holder of the Global Preferred Shares may grant proxies or otherwise authorize any Person

to take any action that a Holder is entitled to take pursuant to the Global Preferred Shares, this Certificate of Designations or the

Certificate of Incorporation.

Owners of beneficial interests in Global Preferred

Shares shall not be entitled to receive physical delivery of certificated shares of Series A Mandatory Convertible Preferred Stock,

unless (x) the Depositary notifies the Corporation that it is unwilling or unable to continue as Depositary for the Global Preferred

Shares and the Corporation does not appoint a qualified replacement for the Depositary within 90 days or (y) the Depositary ceases

to be a “clearing agency” registered under the Exchange Act and the Corporation does not appoint a qualified replacement for

the Depositary within 90 days. In any such case, the Global Preferred Shares shall be exchanged in whole for definitive stock certificates

that are not issued in global form, with the same terms and of an equal aggregate Liquidation Preference, and such definitive stock certificates

shall be registered in the name or names of the Person or Persons specified by the Depositary in a written instrument to the Registrar.

Section 20. Stock Certificates.

Shares of Mandatory Convertible Preferred Stock may, but shall not be required to, be represented by

stock certificates substantially in the form set forth as Exhibit A hereto or such other form as is approved by the Board of Directors

from time to time.

Section 21. Restrictions on Transfer.

(a) The

Mandatory Convertible Preferred Stock that bears or is required under Section 21(b) to bear the Preferred Private Placement Legend (together

with any Common Stock issued upon conversion of the Mandatory Convertible Preferred Stock that is required to bear the Common Stock Private

Placement Legend, collectively, the “Restricted Securities”) shall be subject to the restrictions on transfer set forth

in this Section 21 (including the legend set forth below), unless such restrictions on transfer shall be eliminated or otherwise waived

by written consent of the Corporation, and the holder of each such Restricted Security, by such holder’s acceptance thereof, agrees

to be bound by all such restrictions on transfer. As used in this Section 21, the term “transfer” encompasses any sale, pledge,

transfer or other disposition whatsoever of any Restricted Security.

(b) (i)

Until the date (the “Resale Restriction Termination Date”) that is the later of (A) the date that is one year after

the Initial Issue Date, or such shorter period of time when shares of Common Stock issued upon conversion of the Mandatory Convertible

Preferred Stock may be sold by someone who is not, and has not been within the three months preceding, an Affiliate of the Corporation

without any limitation as to volume or manner of sale and without the need for current public information required by Rule 144(c)(1) under

the Securities Act or any successor provision thereto, and (B) such later date, if any, as may be required by applicable law, any certificate

or book-entry statement evidencing such Mandatory Convertible Preferred Stock (and all securities issued in exchange therefor or substitution

thereof, other than Common Stock, if any, issued upon conversion thereof, which shall bear the Common Stock Private Placement Legend,

if applicable) shall bear a legend in substantially the following form (the “Preferred Private Placement Legend”) (unless

such Mandatory Convertible Preferred Stock has been transferred pursuant to a registration statement that has become or been declared

effective under the Securities Act and that continues to be effective at the time of such transfer, or sold pursuant to the exemption

from registration provided by Rule 144 or any similar provision then in force under the Securities Act, or unless otherwise agreed by

the Corporation in writing, with notice thereof to the Transfer Agent):

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

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.

(ii) No

transfer of any Mandatory Convertible Preferred Stock prior to the Resale Restriction Termination Date will be registered by the Registrar

unless the applicable box on the form of assignment has been checked and the Corporation and Transfer Agent have received such legal opinions,

certifications or other evidence provided for in the Preferred Private Placement Legend, if applicable.

(iii) Any

Mandatory Convertible Preferred Stock (or security issued in exchange or substitution therefor) (A) as to which such restrictions on transfer

shall have expired in accordance with their terms, (B) that has been transferred pursuant to a registration statement that has become

effective or been declared effective under the Securities Act and that continues to be effective at the time of such transfer or (C) that

has been sold pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities

Act, may, upon surrender of such Mandatory Convertible Preferred Stock certificate for exchange to the Registrar, be exchanged for a new

Mandatory Convertible Preferred Stock certificate or, at the option of the Holder, a beneficial interest in a Global Preferred Share,

in each case which shall not bear the Preferred Private Placement Legend and shall not be assigned a restricted CUSIP number. The Corporation

shall be entitled to instruct the Registrar in writing to surrender any Global Preferred Share as to which any of the conditions set forth

in clause (A) through (C) of the immediately preceding sentence have been satisfied, and, upon such instruction, the Registrar shall so

surrender such Global Preferred Share for exchange; and any new Global Preferred Share so exchanged therefor shall not bear the Preferred

Private Placement Legend and shall not be assigned a restricted CUSIP number. The Corporation shall promptly notify the Registrar upon

the occurrence of the Resale Restriction Termination Date and promptly after a registration statement, if any, with respect to the Mandatory

Convertible Preferred Stock or any Common Stock issued upon conversion of the Mandatory Convertible Preferred Stock has been declared

effective under the Securities Act.

Until the Resale Restriction Termination Date, any stock certificate representing Common Stock issued upon conversion of the Mandatory

Convertible Preferred Stock shall bear a legend in substantially the following form (the “Common Stock Private Placement Legend”)

(unless such Common Stock has been transferred pursuant to a registration statement that has become or been declared effective under the

Securities Act and that continues to be effective at the time of such transfer, or pursuant to the exemption from registration provided

by Rule 144 or any similar provision then in force under the Securities Act, or such Common Stock has been issued upon conversion of Mandatory

Convertible Preferred Stock that has been transferred pursuant to a registration statement that has become or been declared effective

under the Securities Act and that continues to be effective at the time of such transfer, or pursuant to the exemption from registration

provided by Rule 144 or any similar provision then in force under the Securities Act, or unless otherwise agreed by the Corporation with

written notice thereof to the Registrar and any transfer agent for the Common Stock):

THIS SECURITY HAS

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 OF THE 6.50% SERIES A MANDATORY CONVERTIBLE PREFERRED STOCK UPON THE CONVERSION OF WHICH THIS SECURITY WAS ISSUED 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

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 FOR THE CORPORATION’S COMMON STOCK 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.

(ii) With

respect to any Common Stock described in Section 21(c)(i), (A) as to which such restrictions on transfer shall have expired in accordance

with their terms, (B) that has been transferred pursuant to a registration statement that has become or been declared effective under

the Securities Act and that continues to be effective at the time of such transfer or (C) that has been sold pursuant to the exemption

from registration provided by Rule 144 or any similar provision then in force under the Securities Act, may, upon surrender of the certificates

representing such shares of Common Stock for exchange in accordance with the procedures of the transfer agent for the Common Stock, be

exchanged for a new certificate or certificates for a like aggregate number of shares of Common Stock, which shall not bear the Common

Stock Private Placement Legend.

(d) (i)

Until the 90th day after the Initial Issue Date, any stock certificate representing Mandatory Convertible Preferred Stock or Common Stock

issued upon conversion of the Mandatory Convertible Preferred Stock shall bear a legend in substantially the following form (unless otherwise

agreed by the Corporation with written notice thereof to the Registrar and any transfer agent for the Common Stock):

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.

(e) The

Corporation shall cause any Mandatory Convertible Preferred Stock that is repurchased or owned by it to be cancelled.

EXHIBIT A

[FORM OF FACE OF 6.50% SERIES A MANDATORY

CONVERTIBLE PREFERRED STOCK CERTIFICATE]

[INCLUDE ONLY FOR GLOBAL PREFERRED SHARES]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED

REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CORPORATION OR THE TRANSFER

AGENT NAMED ON THE FACE OF THIS CERTIFICATE, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER

NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS

IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON

IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED

TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF

PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE CERTIFICATE OF

DESIGNATIONS. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT NAMED ON THE FACE OF THIS CERTIFICATE SUCH

CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING

RESTRICTIONS.

[INCLUDE FOR A RESTRICTED SECURITY]

[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,

(B) PURSUANT TO A REGISTRATION STATEMENT WHICH

HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, OR

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 [  ] [Initial] Number of Shares of Mandatory

Convertible Preferred Stock [  ]

CUSIP [_________]

ISIN [____________]

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 [  ] [the number shown on Schedule I hereto 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 [●], 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.

IN WITNESS WHEREOF, this certificate has been

executed on behalf of the Corporation by two Officers of the Corporation this [●] day of [●], 2026.

ESAB CORPORATION

By:

Name:

Title:

By:

Name:

Title:

[FORM OF 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.

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.

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.)

SCHEDULE I

[INCLUDE ONLY FOR GLOBAL PREFERRED SHARES]

ESAB Corporation

Global Preferred Share 6.50% Series A Mandatory

Convertible Preferred Stock

Certificate Number:

The number of shares of Mandatory Convertible Preferred

Stock initially represented by this Global Preferred Share shall be [  ]. Thereafter the Transfer Agent and

Registrar shall note changes in the number of shares of Mandatory Convertible Preferred Stock evidenced by this Global Preferred Share

in the table set forth below:

Amount of Decrease

in Number of Shares

Represented by this

Global Preferred Share

Amount of Increase in

Number of Shares

Represented by this

Global Preferred Share

Number of Shares

Represented by this

Global Preferred

Share following

Decrease or Increase

Signature of

Authorized Officer of

Transfer Agent and

Registrar

(I) Attach Schedule I only to Global Preferred Shares.

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

EX-4.1

Filename: ea029271001ex4-1.htm · Sequence: 3

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

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.

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

[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.

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.

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.)

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

EX-10.1

Filename: ea029271001ex10-1.htm · Sequence: 4

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.

“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.

“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”).

(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.

(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.

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.

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.

(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.

(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.

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.

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

(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].

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.

(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.

(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]

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 Statement”) 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:

____________________________

(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.

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:

EX-10.2 — REGISTRATION RIGHTS AGREEMENT AMONG THE COMPANY AND PURCHASERS OF SERIES A MANDATORY CONVERTIBLE PREFERRED STOCK

EX-10.2

Filename: ea029271001ex10-2.htm · Sequence: 5

Exhibit

10.2

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 “Mandatory Convertible Preferred 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 Mandatory Convertible Preferred Stock Purchase Agreement

shall have the meanings given such terms in the Mandatory Convertible Preferred 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 Mandatory Convertible Preferred Stock Purchase Agreement.

“Agreement”

has the meaning set forth in the Preamble.

“Business

Day” has the meaning set forth in the Mandatory Convertible Preferred Stock Purchase Agreement.

“Closing

Date” has the meaning set forth in the Mandatory Convertible Preferred 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.

“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.

“Effectiveness

Deadline” means, with respect to the Initial Registration Statement or the New Registration Statement, the 120th calendar

day following the Resale Restriction Termination Date (or, in the event the Commission reviews and has written comments to the Initial

Registration Statement or the New Registration Statement, the 180th calendar day following the Resale Restriction Termination 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.

“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).

“Mandatory

Convertible Preferred Stock” means the Series A Mandatory Convertible Preferred Stock, par value $0.001 per share, of the

Company.

“Mandatory

Convertible Preferred Stock Purchase Agreement” has the meaning set forth in the Recitals.

“New

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

“Person”

has the meaning set forth in the Mandatory Convertible Preferred Stock Purchase Agreement.

“Preferred

Shares” means the shares of Mandatory Convertible Preferred Stock issued to the Purchasers pursuant to the Mandatory Convertible

Preferred 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.

“Purchaser”

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

“Registrable

Securities” means all of (i) the Shares, (ii) any securities issued or issuable upon any stock split, dividend or other

distribution, recapitalization or similar event with respect to the foregoing and (iii) any securities into which the Common Stock would

be convertible into or exchanged for in connection with a Reorganization Event (as defined in the Certificate of Designations for the

Mandatory Convertible Preferred Stock); provided, that with respect to a particular Holder, such Holder’s Shares and securities

shall cease to be Registrable Securities (x) upon a sale pursuant to an effective Registration Statement or (y) when such Securities

may be sold by someone who is not, and has not been within the three months preceding, an Affiliate of the Company without any limitation

as to volume or manner of sale and without the need for current public information required by Rule 144(c)(1) under 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).

“Resale

Restriction Termination Date” means the date that is the later of (A) the date that is one year after the Closing Date,

or such shorter period of time after which Shares may be sold by someone who is not, and has not been within the three months preceding,

an Affiliate of the Company without any limitation as to volume or manner of sale and without the need for current public information

required by Rule 144(c)(1) under the Securities Act, and (B) such later date, if any, as may be required by applicable law.

“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.

“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 issued upon conversion of the shares of Mandatory Convertible Preferred Stock pursuant to its terms.

2. Registration.

(a) If,

following the Resale Restriction Termination Date, any Holder of the Shares that is not, and has not been within the three months preceding,

an Affiliate of the Company, is unable to sell Shares under Rule 144 of the Securities Act and delivers a DTC Transfer Notice to the

Company and complies with its obligations as set forth in the last sentence of Section 7(i), promptly following (and in any event within

five Business Days of) the earlier of delivery of such DTC Transfer Notice and the 121st date following the Resale Restriction

Termination Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable

Securities not already covered by an existing and effective Registration Statement 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”).

(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 for so long as the securities registered for resale thereunder retain their character as “Registrable Securities” or

until the 30th day following the first day on which no Preferred Shares are outstanding, whichever is earlier (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.

(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.

3. Registration

Procedures.

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