Form 8-K

8-K — FMC CORP

Accession: 0000950103-26-009902

Filed: 2026-07-01

Period: 2026-06-30

CIK: 0000037785

SIC: 2800 (CHEMICALS & ALLIED PRODUCTS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — dp249374_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (dp249374_ex1001.htm)

EX-99.1 — EXHIBIT 99.1 (dp249374_ex9901.htm)

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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):

July 1, 2026 (June 30, 2026)

FMC CORPORATION

(Exact name of registrant as specified in its

charter)

Delaware

1-2376

94-0479804

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

2929 Walnut Street

Philadelphia, Pennsylvania

19104

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including

area code: (215) 299-6000

N/A

(Former

Name or Former Address, if Changed Since Last Report)

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 $0.10 per share

FMC

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 1.01 Entry into a Material Definitive Agreement.

Stock Purchase Agreement

On June 30, 2026, FMC Corporation, a Delaware

corporation (the “Company”), entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Tessenderlo

Group NV, a public limited company incorporated under the laws of Belgium (the “Investor”) pursuant to which the Company agreed

to sell to the Investor an aggregate of 30,319,166 shares of the Company’s common stock, par value $0.10 per share (the “Common

Stock”), at a price per share of $13.30, for an aggregate purchase price of $403,244,907.80 (the “Investment”). The

Investor currently owns less than 1.0% of the outstanding shares of Common Stock. Upon consummation of the Investment, and taking into

account the shares of Common Stock currently held by the Investor, the Investor is expected to own approximately 20.0% of the outstanding

shares of Common Stock.

The closing of the Investment (the “Closing”)

is subject to the satisfaction or waiver of customary closing conditions, including the receipt of required regulatory approvals.

The Purchase Agreement contains customary representations

and warranties of the Company, on the one hand, and of the Investor, on the other hand.

The foregoing summary of the Purchase Agreement

does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is filed as Exhibit

10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Investor Agreement

The Purchase Agreement contemplates that, at the

Closing, the Company and the Investor will enter into an investor agreement (the “Investor Agreement”).

Pursuant to the terms of the Investor Agreement,

for so long as the Investor holds at least 10.0% of the outstanding shares of Common Stock, (i) at the first regularly scheduled meeting

of the Company’s board of directors (the “Board”) following the Closing, the Company will increase the size of the Board

by one member and appoint a candidate nominated by the Investor to fill such vacancy (the “Initial Investor Nominee”) and

(ii) the Investor will have a right to nominate a candidate (the “Investor Nominee”) to be considered for inclusion in the

slate of nominees recommended by the Board to stockholders for election at any meeting of stockholders held for the election of directors.

The Initial Investor Nominee and the Investor Nominees are required to be independent directors under the listing rules of the New York

Stock Exchange. The Investor will also have the right to one Board observer for so long as the Investor holds at least 10.0% of the outstanding

shares of Common Stock.

Pursuant to the terms of the Investor Agreement,

the Investor will also agree that, during the period commencing at the Closing and ending on the date on which both (i) the Investor owns

less than 10% of the outstanding shares of Common Stock and (ii) at least 12 months have passed since an Investor Nominee last served

as a director, at each meeting of stockholders of the Company, the Investor will cause all Common Stock beneficially owned by the Investor

or any of its affiliates or associates (each as defined under the Securities Exchange Act of 1934, as amended) to be voted in accordance

with the recommendation of the Board for all matters submitted to a vote of the stockholders of the Company, other than any matter involving

a change of control of the Company.

For so long as the Investor or any of its permitted

transferees holds any shares of Common Stock, the Investor and its affiliates and associates will be subject to customary standstill restrictions

limiting or prohibiting, among other things, the acquisition of additional shares of Common Stock, proposing a merger or other extraordinary

transaction, soliciting proxies or assisting any other person in connection with any of the foregoing. The standstill restrictions will

fall away under certain circumstances, including the entry by the Company into a change of control transaction.

Under the Investor Agreement, for a period of

36 months following the Closing (the “Lock Up Period”), the Investor and its affiliates will be prohibited from transferring,

or hedging its direct or indirect exposure to, any Common Stock, subject to certain exceptions. Following the expiration of the Lock Up

Period, the Investor will be able to transfer its Common Stock; provided that in no event can the Investor transfer to (i) any

competitor of the Company, (ii) an activist or (iii) any transferee that would become a holder of 4.9% or more of the outstanding shares

of Common Stock after giving effect to such transfer, subject to certain exceptions.

For so long as Investor holds at least 10.0% of

the outstanding shares of Common Stock, the Company grants the Investor customary preemptive rights on issuances of shares of Common Stock

or securities convertible into or exchangeable or exercisable for shares of Common Stock, subject to customary exceptions. The Investor

will also have the right to acquire shares of Common Stock during specified periods to maintain an ownership percentage of 20.0% of the

outstanding shares of Common Stock, subject to termination under certain circumstances.

Investor will also have the right to receive certain

information and be subject to customary confidentiality provisions.

The foregoing summary of the form of Investor

Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Investor Agreement, a copy of which

is filed as Exhibit A to the Purchase Agreement which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated

by reference herein.

Registration Rights Agreement

The Purchase Agreement also contemplates that,

at the Closing, the Company and the Investor will enter into a registration rights agreement (the “Registration Rights Agreement”).

Pursuant to the Registration Rights Agreement, the Company agrees to grant the Investor eight demand registration rights with respect

to shares of Common Stock held by the Investor, provided that the Investor may not exercise such right more than once every 120 days.

The Company has also agreed to, among other things,

indemnify the Investor and its officers, directors, agents and representatives and each other person, if any, who controls the Investor,

under any registration statement from certain liabilities and pay all fees and expenses (excluding any underwriting discounts and commissions

and transfer taxes, if any) incident to the Company’s obligations under the Registration Rights Agreement.

The foregoing summary of the form of Registration

Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Registration Rights Agreement,

a copy of which is filed as Exhibit B to the Purchase Agreement which is filed as Exhibit 10.1 to this Current Report on Form 8-K and

is incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity Securities.

To the extent required by Form 8-K, the disclosures

in Item 1.01 above are incorporated herein by reference.

The securities to be sold to the Investor under

the Purchase Agreement will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) in reliance

on the exemption from registration provided by Section 4(a)(2) of the Securities Act, or under any state securities laws. The Company

relied on this exemption from registration based in part on representations made by the Investor. The sale is not being conducted in connection

with a public offering and no public solicitation or advertisement will be made in connection with the sale of the Common Stock. The securities

may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Neither

this Current Report on Form 8-K, nor the exhibits attached hereto, is an offer to sell or the solicitation of an offer to buy the securities

described herein.

Item 7.01 Regulation FD Disclosure.

On June 30, 2026, the Company made available a

press release announcing the Investment. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Item 7.01 of this Current Report on Form 8-K, including

the information in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K, is furnished pursuant to Item 7.01 of

Form 8-K and

shall not be deemed “filed” for the purposes of Section

18 of the Exchange Act, or otherwise subject to the liabilities of that section. Furthermore, the information in Item 7.01 of this Current

Report on Form 8-K, including the information in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K, shall

not be deemed to be incorporated by reference in the filings of the Company under the Securities Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

10.1†

Stock Purchase Agreement, dated June 30, 2026, by and between FMC Corporation and Tessenderlo Group NV, including the form of Investor Agreement attached as Exhibit A thereto and the form of Registration Rights Agreement attached as Exhibit B thereto

99.1

Press Release, dated June 30, 2026.

104

Cover Page Interactive Data File (formatted in Inline XBRL).

†

Exhibits and/or schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplementally copies of any of the omitted exhibits and schedules upon request by the Securities and Exchange Commission.

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 hereunto duly authorized.

FMC CORPORATION

(Registrant)

Date: July 1, 2026

By:

/s/ Andrew D. Sandifer

Name: Andrew D. Sandifer

Title: Executive Vice President and Chief Financial Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: dp249374_ex1001.htm · Sequence: 2

Exhibit 10.1

EXECUTION VERSION

CONFIDENTIAL

STOCK

PURCHASE AGREEMENT

This

STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of June 30, 2026, by and between FMC Corporation, a

Delaware corporation (the “Company”), and Tessenderlo Group NV, a public limited company incorporated under the laws

of Belgium (the “Investor”).

WHEREAS,

the Company desires to sell to the Investor, and the Investor desires to purchase from the Company, upon the terms and subject to the

conditions stated in this Agreement, shares of the Company’s common stock, par value $0.10 per share (the “Common Stock”).

NOW

THEREFORE, in consideration of the mutual agreements, representations, warranties and covenants herein contained, the Company and

the Investor agree as follows:

Definitions. As used in this Agreement, the following

terms shall have the following respective meanings:

“Affiliate”

means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled

by or is under common control with such Person.

“Aggregate

Purchase Price” has the meaning set forth in Section 2.2(b) hereof.

“Agreement”

has the meaning set forth in the recitals hereof.

“Antitrust

Law” means any U.S. and non-U.S. antitrust, competition or other Applicable Law that is designed or intended to prohibit, restrict

or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or

acquisition, including the Sherman Antitrust Act of 1890, the Clayton Act of 1914 and the HSR Act.

“Applicable

Law” means, with respect to any Person, any transnational, domestic or foreign federal, state or local law (statutory, common

or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other

similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person.

“Beneficially

Own” means, with respect to any securities, having “beneficial ownership” of such securities for purposes of Rule

13d-3 or Rule 13d-5 under the Exchange Act, and “Beneficial Owner” shall have the corresponding meaning.

“Board

of Directors” means the board of directors of the Company.

“Business

Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day

on which banking institutions in the State of New York authorized or required by law or other governmental action to close.

“Change

of Control” means any transaction or series of related transactions pursuant to which (i) any Person or group (within

the meaning of Section 13(d)(3) of the Exchange Act) of Persons becomes the Beneficial Owner, directly or indirectly, of securities representing

more than 50% of the voting power of the outstanding Common Stock, (ii) the Company merges, consolidates or combines with any other Person

and, immediately following such transaction, the holders of Common Stock immediately prior to

such

transaction hold less than 50% of the voting power of the surviving entity or parent thereof or (iii) the Company sells, transfers or

otherwise disposes of all or more than 50% of its consolidated assets.

“Closing”

has the meaning set forth in Section 2.2 hereof.

“Closing

Date” has the meaning set forth in Section 2.2 hereof.

“Code”

means the U.S. Internal Revenue Code of 1986.

“Common

Stock” has the meaning set forth in the Recitals.

“Company”

has the meaning set forth in the Recitals.

“Company’s

knowledge” means the actual knowledge of the Chief Executive Officer, the Chief Financial Officer or the General Counsel of

the Company, in each case, as of the date of this Agreement.

“Company

Disclosure Schedule” means the Disclosure Schedule of the Company delivered concurrently herewith.

“Exchange

Act” means the U.S. Securities Exchange Act of 1934.

“Excluded

Representations” has the meaning set forth in Section 6.2(a) hereof.

“Financial

Statements” has the meaning set forth in Section 3.7(b) hereof.

“Foreign

Investment Law” means any Applicable Law that provides for the review, clearance or notification of transactions on grounds

of national security or other national or public interest, including any state, national or multi-jurisdictional Laws, that are designed

or intended to prohibit, restrict or regulate actions by foreigners to acquire interests in or control over domestic equities, securities,

entities, assets, land or interests.

“Fundamental

Representations” has the meaning set forth in Section 6.2(a) hereof.

“GAAP”

has the meaning set forth in Section 3.7(b) hereof.

“Governmental

Authorizations” has the meaning set forth in Section 3.10 hereof.

“Governmental

Authority” means any transnational, domestic or foreign federal, state or local governmental, regulatory or administrative

authority, department, court, agency or official, including any political subdivision thereof.

“HSR

Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

“Investor”

has the meaning set forth in the Recitals.

“Investor

Disclosure Schedule” means the Disclosure Schedule of the Investor delivered concurrently herewith.

“Investor

Excluded Representations” has the meaning set forth in Section 6.3(a) hereof.

“Investor

Agreement” means the Investor Agreement between the Company and the Investor substantially in the form attached hereto as Exhibit

“Material

Adverse Effect” means any change, occurrence, event or development that, individually or in the aggregate, has had, or would

reasonably be expected to have, a material adverse effect on the financial condition, business or results of operations of the Company

and its Subsidiaries, taken as a whole, excluding any change, occurrence, event or development to the extent resulting from or arising

out of:

(i) any

change or proposed change in GAAP or other regulatory accounting requirements (or the interpretation thereof);

(ii) any

change generally affecting the economy, financial, securities, currency, commodity, real estate, capital or credit markets or economic

or social conditions in any geographic region in which the Company or any of its Subsidiaries conducts business;

(iii) any

change (including any change in Applicable Law (or the interpretation or enforcement thereof) or interest or exchange rates) in conditions

generally affecting any industry in which the Company or any of its Subsidiaries operates;

(iv)

any change in the market price or trading volume of the Common Stock per se (it being

understood that any underlying facts, circumstances or conditions giving rise or contributing to such change that are not otherwise

excluded from the definition of “Material Adverse Effect” may be taken into account in determining whether there has been

a Material Adverse Effect);

(v) any

change in regulatory, legislative, tax or political conditions, including any trade wars, tariffs or changes to domestic or international

monetary policies;

(vi) any

actual or threatened acts of war, sabotage, cyber-attack or terrorism or natural disasters (including hurricanes, tornadoes, floods,

earthquakes and weather-related events) involving any geographic region in which the Company or any of its Subsidiaries operate and any

Applicable Law (including sanctions) imposed in connection therewith;

(vii) any

epidemic, pandemic or disease outbreak or worsening thereof (including COVID-19 or Ebola) or similar health emergency;

(viii) any

actual or potential sequester, stoppage, shutdown, default or similar event or occurrence by or involving any Governmental Authority

generally affecting any industry or geographic region in which, in each case, the Company or any of its Subsidiaries operates;

(ix) the

negotiation, execution or performance of this Agreement, the announcement, pendency or consummation of the transactions contemplated

hereby (other than with respect to breaches of the representations and warranties set forth in Section 3.5 addressing the results or

consequences of the transactions contemplated by this Agreement), the identity of the Investor or any facts or circumstances relating

to the Investor;

(x) any

failure to meet any internal or published projections, forecasts or predictions in respect of financial performance per se (it

being understood that any underlying facts, circumstances or condition giving rise or contributing to such failures that are not

otherwise excluded from the definition of “Material Adverse Effect” may be taken into account in determining whether there

has been a Material Adverse Effect);

(xi) any

action taken (or omitted to be taken) at the written request of the Investor;

(xii) any

action taken by the Company or any of its Subsidiaries that is expressly required by this Agreement; or

(xiii) any

breach of this Agreement by the Investor;

except,

in the case of clauses (i)-(viii), to the extent the Company and its Subsidiaries, taken as a whole, are disproportionately affected

thereby relative to other participants in the industry or industries in which the Company and its Subsidiaries operate (in which case

only the incremental disproportionate effect may be taken into account in determining whether there has been a Material Adverse Effect).

“NYSE”

has the meaning set forth in Section 3.11 hereof.

“Person”

means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated

association, joint venture or any other entity or organization.

“Purchased

Shares” has the meaning set forth in Section 2.1 hereof.

“Registration

Rights Agreement” means the Registration Rights Agreement between the Company and the Investor substantially in the form attached

hereto as Exhibit B.

“Regulatory

Approvals” means (i) the expiration or termination of the applicable waiting period under the HSR Act and (ii) any other regulatory

approvals, clearances, consents or authorizations required under any Antitrust Law or Foreign Investment Law in connection with the transactions

contemplated by this Agreement.

“Required

Regulatory Approvals” means the Current Regulatory Approvals (as defined in Section 6.1 of the Company Disclosure Schedule)

and any other Regulatory Approvals that become Required Regulatory Approvals in accordance with Section ‎5.1(b)(i).

“Rule

144” means Rule 144 promulgated by the SEC pursuant to the Securities Act.

“Sanctioned

Jurisdiction” means a country, region, or territory that is the subject of comprehensive territorial Sanctions (at the time

of this Agreement, Cuba, Iran, North Korea and the Crimea, so-called Donetsk People’s Republic and so-called Luhansk People’s

Republic regions of Ukraine).

“Sanctioned

Person” means any Person that is: (i) the target of Sanctions (including Persons identified on OFAC’s Specially Designated

Nationals and Blocked Persons List or any other Sanctions-related list maintained by OFAC or any other relevant Governmental Authority);

(ii) identified on any list of restricted or prohibited persons maintained by any Governmental Authority under Trade Control Laws

(including Persons identified on BIS’s Entity List, Denied Persons List or Military End-User List); (iii) located, organized

or resident in a Sanctioned Jurisdiction; or (iv) owned 50% or more, individually or in the aggregate, directly or indirectly or controlled

by any Person or Persons described in subparagraphs (i) to (iii) of this definition.

“Sanctions”

means any applicable economic or financial sanctions administered or enforced by the U.S. government (including the U.S. Department of

the Treasury’s Office of Foreign Assets Control (“OFAC”) and the U.S. Department of State), the United Nations

Security Council, the European Union, any European Union member state, His Majesty’s Treasury or any other relevant sanctions authority

of any jurisdiction in which the Company or any Subsidiary is located or to whose jurisdiction the Company or any Subsidiary is otherwise

subject.

“SEC”

means the U.S. Securities and Exchange Commission.

“SEC

Reports” means (i) the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and (ii) any

Quarterly Reports on Form 10-Q or any Current Reports on Form 8-K filed or furnished (as applicable) by the Company after January 1,

2026 and prior to the Business Day immediately preceding the date hereof, together in each case with any documents incorporated by reference

therein or exhibits thereto.

“Securities

Act” means the U.S. Securities Act of 1933.

“Share

Price” means $13.30.

“Significant

Subsidiary” means any Subsidiary that constitutes a “significant subsidiary” of the Company within the meaning

of Rule 1-02 of Regulation S-X of the Exchange Act.

“Subsidiary”

means any entity of which (i) a majority of the voting securities are owned by the Company or (ii) securities or other ownership interests

having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time

directly or indirectly owned by the Company.

“Taxes”

means all U.S. federal, state, local and non-U.S. taxes, assessments, duties, levies and other governmental charges of any kind whatsoever,

including income, gross receipts, profits, sales, use, occupation, value added, ad valorem, transfer, franchise, withholding, payroll,

employment, excise, stamp, capital stock, property and estimated taxes, in each case together with any interest, penalties or additions

to tax imposed with respect thereto (whether disputed or not).

“Trade

Control Laws” means all Applicable Laws relating to the import, export, re-export, deemed export, deemed re-export or transfer

of information, data, goods, software and technology, including the Export Administration Regulations administered by the U.S. Department

of Commerce’s Bureau of Industry and Security (“BIS”), the U.S. International Traffic in Arms Regulations administered

by the U.S. Department of State and customs and import laws administered by U.S. Customs and Border Protection.

“Transaction

Agreements” means this Agreement, the Investor Agreement, the Registration Rights Agreement and any other documents or agreements

explicitly contemplated hereunder or thereunder.

“Transfer”

means, with respect to any Common Stock, (i) when used as a verb, to sell, assign, dispose of, exchange, pledge, encumber, hypothecate

or otherwise transfer such Common Stock or any participation or interest therein, whether directly or indirectly (including pursuant

to a derivative transaction or through the transfer of any equity securities in any direct or indirect company holding such Common Stock),

or agree or commit to do any of the foregoing and (ii) when used as a noun, a direct or indirect sale, assignment, disposition, exchange,

pledge, encumbrance, hypothecation, or other transfer of such Common Stock or any participation or interest therein or any agreement

or commitment to do any of the foregoing.

“Transfer

Agent” means, with respect to the Common Stock, EQ Shareowner Services, or such other financial institution that provides transfer

agent services as the Company may engage from time to time.

“Transfer

Taxes” means all real property transfer, sales, use, value added, stamp, documentary, recording, registration, conveyance,

stock transfer, intangible property transfer, personal property transfer,

gross

receipts, registration, duty, securities transactions or similar fees or Taxes (together with any interest, penalty, or addition thereto)

incurred in connection with the transactions contemplated by this Agreement.

Purchase and Sale of Securities.

2.1

Purchase and Sale. On the Closing Date, upon

the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Investor agrees to purchase, 30,319,166

shares of Common Stock (the “Purchased Shares”), with a purchase price per Purchased Share equal to the Share Price.

Notwithstanding the foregoing, the Company shall not issue or sell, and the Investor shall not purchase or acquire, any shares of Common

Stock under this Agreement which, when aggregated with all shares of Common Stock and all options, warrants, forward contracts, swaps,

contracts of sale, and other derivative or similar agreements relating to shares of Common Stock then beneficially owned by the Investor,

its Affiliates and any Person acting as a group together with the Investor or any of the Investor’s Affiliates (as calculated pursuant

to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Investor

of more than 20% of the outstanding shares of Common Stock immediately after giving effect to the Closing and the consummation of the

transactions contemplated hereby, and the number of Purchased Shares shall be reduced accordingly.

2.2

Closing.

(a)

The closing of the purchase and sale of the Purchased

Shares (the “Closing” and the date on which the Closing occurs, the “Closing Date”) shall occur

remotely via the exchange of documents and signatures on the second Business Day following the first date on which all conditions set

forth in Article 6 have been satisfied or waived (other than those conditions that by their nature are to be satisfied by actions

taken at the Closing), or at such other time as agreed to by the Company and the Investor.

(b)

At the Closing, the Investor shall deliver to the Company

(i) an amount equal to $403,244,907.80 (the “Aggregate Purchase Price”) by wire transfer to the Company of immediately

available funds, in accordance with wire instructions provided by the Company to the Investor at least five Business Days prior to the

Closing Date, (ii) a duly executed copy of the Investor Agreement and (iii) a duly executed copy of the Registration Rights Agreement.

(c)

At the Closing, the Company will (i) cause the Transfer

Agent to register the Purchased Shares in book-entry form in the name of the Investor or such wholly-owned Affiliates of the Investor

as the Investor notified the Company at least five Business Days prior to the Closing Date, (ii) deliver to the Investor a duly executed

copy of the Investor Agreement and (iii) deliver to the Investor a duly executed copy of the Registration Rights Agreement.

Representations and Warranties of the Company.

Except (other than in the case of Section 3.1, the first and second sentence of Section 3.2, Section 3.3 to 3.6 (both inclusive),

Section 3.14 and Section 3.21) as disclosed in the SEC Reports (excluding any risk factor disclosures contained under the heading

“Risk Factors,” any disclosure of risks included in any “forward-looking statements” disclaimer or any other

statements that are similarly predictive or forward-looking in nature, in each case, other than any specific factual information contained

therein), the Company hereby represents and warrants to the Investor that the statements contained in this Article 3 are true and

correct as of the date hereof and as of the Closing Date (except for the representations and warranties that speak as of a specific date,

which shall be made as of such date):

3.1

Organization and Power. The Company is a corporation

duly organized, validly existing and in good standing under the laws of the State of Delaware, has the requisite power and authority

own, lease and operate its properties and to carry on its business as now conducted. The Company is qualified to do business in each

jurisdiction in which the character of its properties or the nature of its business requires such qualification, except where such failure

to be in good standing or to have such power and authority or to so qualify would not reasonably be expected to be material to the Company

and its Subsidiaries, taken as a whole. Each Significant Subsidiary is an entity duly organized, validly existing and in good standing

(with respect to jurisdictions that recognize such concept) under the laws of its jurisdiction of organization. Each Significant Subsidiary

is qualified to do business in each jurisdiction in which the character of its properties or the nature of its business requires such

qualification, except where such failure to be in good standing or to have such power and authority or to so qualify would not reasonably

be expected to have a Material Adverse Effect.

3.2

Capitalization. The authorized capital stock

of the Company consists of 260,000,000 shares of Common Stock and 5,000,000 shares of preferred stock, no par value. As of June 29, 2026,

there are 125,226,662 shares of Common Stock and no shares of preferred stock issued and outstanding. All of the issued and outstanding

shares of Common Stock have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding shares

of capital stock of the Company were issued in violation of any preemptive or other similar rights of any securityholder of the Company

which have not been waived, and such shares were issued in compliance with Applicable Law and any rights of third parties. Except as

set forth in the Transaction Agreements, there are no outstanding rights (including pre-emptive or other similar rights), warrants or

options to acquire, or instruments convertible into or exchangeable for, any shares of capital stock or other equity interest in the

Company or any of its Subsidiaries, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the

issuance of any capital stock of the Company, any such convertible or exchangeable securities or any such rights, warrants or options

(except equity awards that have been granted under the Company’s equity award plans described in and in the amounts disclosed in

the SEC Reports as of the dates of such SEC Reports); and all the outstanding shares of capital stock or other equity interests of each

Subsidiary owned, directly or indirectly, by the Company, have been duly and validly authorized and issued and are fully paid and non-assessable

(except, in the case of any foreign subsidiary, for directors’ qualifying shares).

3.3

Authorization. The Company has all requisite

corporate power and authority to enter into the Transaction Agreements and to carry out and perform its obligations under the terms of

the Transaction Agreements, including the sale of the Purchased Shares. All corporate action on the part of the Company necessary for

the authorization, execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated

herein, including the sale of the Purchased Shares, has been taken. This Agreement has been duly executed and delivered by the Company

and assuming the due authorization, execution and delivery by the Investor and that this Agreement constitutes the legal, valid and binding

obligation of the Investor, this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the

Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium

and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability

is considered in a proceeding in equity or at law). Upon its execution by the Company and the Investor and assuming that it constitutes

a legal, valid and binding obligation of the Investor, each of the Investor Agreement and the Registration Rights Agreement will constitute

a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability

may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or

by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

3.4

Valid Issuance. The Purchased Shares were duly

and validly authorized and issued, and are fully paid and non-assessable and will be transferred free and clear of any liens, encumbrances

or restrictions on transfer to the Investor at the Closing (other than those as provided in the

Transaction

Agreements or restrictions on transfer under applicable state and federal securities laws). The transfer and delivery of the Purchased

Shares are not subject to any preemptive right, right of first offer, or any similar right of any Person. Subject to the accuracy of

the representations and warranties made by the Investor in Section 4.5, the offer and sale of the Purchased Shares to the Investor is

and will be in compliance with applicable exemptions from (a) the registration and prospectus delivery requirements of the Securities

Act and (b) the registration and qualification requirements of applicable securities laws of the states of the United States.

3.5

No Conflict. The execution, delivery and performance

of the Transaction Agreements by the Company, the sale of the Purchased Shares and the consummation of the other transactions contemplated

by the Transaction Agreements will not (a) violate any provision of the certificate of incorporation or bylaws of the Company, (b) conflict

with or result in a violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination,

cancellation or acceleration of any obligation or enforcement of any security under, any material agreement binding on the Company or

any Subsidiary or (c) assuming compliance with the matters referred to in Section 3.6,

result in a violation of any Applicable Law, except, in the case of clauses (b) and

(c), as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect or prevent, materially

delay or materially impede the performance by the Investor of its obligations under this Agreement.

3.6

Consents. Assuming the satisfaction of the Conditions

of Closing set out in Section 6.1(a) and Section 6.1(b), the authorization, execution, delivery and performance by the Company of this

Agreement and the other Transaction Agreements and the consummation by the Company of the transactions contemplated by this Agreement

and the other Transaction Agreements require no action by or in respect of, or filing with, any Governmental Authority other than (a) compliance

with any applicable requirements of the Securities Act, the Exchange Act, any other applicable securities laws, (b) compliance with

any applicable requirements of Antitrust Law or Foreign Investment Law, (c) compliance with and any applicable rules of the New

York Stock Exchange, and (d) any such action or filing the failure of which to obtain or make would not, individually or in the

aggregate, be reasonably expected to be material to the Company and its Subsidiaries, taken as a whole, or prevent, materially delay

or materially impede the performance by Investor of its obligations under this Agreement.

3.7

SEC Filings; Financial Statements.

(a)

The Company has timely filed or furnished, as applicable,

all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC under the Exchange

Act or the Securities Act for the one year preceding the date of this Agreement. As of the time it was filed with, or furnished to, the

SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the SEC

Reports complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may

be), and the rules and regulations promulgated thereunder, and, as of the time they were filed or furnished, none of the SEC Reports

contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order

to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date hereof, there

are no outstanding or unresolved comments from the SEC staff with respect to the SEC Reports. As of the date hereof, none of the SEC

Reports is the subject of an ongoing SEC review.

(b)

The consolidated financial statements of the Company

included in the SEC Reports (collectively, the “Financial Statements”) comply in all material respects with applicable

accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent

corrected by a subsequent restatement) and fairly present in all material respects the consolidated financial position of the Company

and its Subsidiaries as of the dates indicated,

and

the results of its operations and cash flows for the periods therein specified, all in accordance with United States generally accepted

accounting principles (“GAAP”) (except as otherwise noted therein, and in the case of unaudited financial statements,

as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to

normal and recurring year-end adjustments) applied on a consistent basis unless otherwise noted therein throughout the periods therein

specified. Except as set forth in the Financial Statements, the Company has not incurred any liabilities, contingent or otherwise, except

(i) those incurred in the ordinary course of business, consistent with past practices since the date of such financial statements or

(ii) liabilities not required under GAAP to be reflected in the Financial Statements, in either case, none of which have had or would,

individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

3.8

Absence of Material Adverse Effect. Since January

1, 2026 until the date hereof, there has not been a Material Adverse Effect.

3.9

Absence of Litigation. As of the date hereof,

there is no action, suit, proceeding, arbitration, claim, investigation, charge, complaint or inquiry pending or, to the Company’s

knowledge, threatened against the Company or any Subsidiary which is or would, individually or in the aggregate, reasonably be expected

to be material to the Company and its Subsidiaries, taken as a whole, nor are there any orders, writs, injunctions, judgments or decrees

outstanding of any Governmental Authority and binding upon the Company or any Subsidiary that are or would, individually or in the aggregate,

reasonably be expected to have a Material Adverse Effect.

3.10

Compliance with Law; Permits. None of the Company

or any Subsidiary is in violation of, or has received any notices of violations with respect to, any Applicable Law, except for violations

which have not had and would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. The Company

and its Subsidiaries have all required material licenses, permits, certificates and other authorizations (collectively, “Governmental

Authorizations”) from any Governmental Authority that are currently necessary for the operation of the business of the Company

and its Subsidiaries as currently conducted or proposed to be conducted, except where the failure to possess currently such Governmental

Authorizations would not be material to the Company and its Subsidiaries, taken as a whole. None of the Company or any Subsidiary has

received any written (or, to the Company’s knowledge, oral) notice regarding any revocation or material modification of any such

Governmental Authorization, which, if the subject of an unfavorable decision, ruling or finding, has or would, individually or in the

aggregate, reasonably be expected to have a Material Adverse Effect.

3.11

NYSE. The issued and outstanding shares of Common

Stock are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the New York Stock Exchange (the “NYSE”).

The Company is in compliance in all material respects with all applicable listing requirements of NYSE applicable to the Company. There

is no suit, action, proceeding or investigation pending or, to the Company’s knowledge, threatened against the Company by NYSE

or the SEC, respectively, to prohibit or terminate the listing of the Common Stock on the NYSE or to deregister the Common Stock under

the Exchange Act.

3.12

Sarbanes-Oxley Act. The Company is, and since

January 1, 2026 has been, in compliance in all material respects with all applicable requirements of the Sarbanes-Oxley Act of 2002 and

applicable rules and regulations promulgated by the SEC thereunder.

3.13

Accounting Controls and Disclosure Controls and Procedures.

The Company maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange

Act) that is designed to comply with the requirements of the Exchange Act applicable to the Company and provides reasonable assurance

regarding the reliability of financial reporting and the

preparation

of financial statements for external purposes in accordance with GAAP, including policies and procedures sufficient to provide reasonable

assurance (a) that the Company maintains records that in reasonable detail accurately and fairly reflect the Company’s transactions

and dispositions of assets, (b) that transactions are recorded as necessary to permit preparation of financial statements in accordance

with GAAP, (c) that receipts and expenditures are made only in accordance with authorizations of management and the Board of Directors

and (d) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that

could have a material effect on the Company’s financial statements. Since January 1, 2026, there has been (i) no material weaknesses

in the design or operation of the Company’s internal control over financial reporting (whether or not remediated) and (ii) no change

in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially

affect, the Company’s internal control over financial reporting. The Company’s “disclosure controls and procedures”

(as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are designed to provide reasonable assurance that all information (both

financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is

recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information

is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure.

3.14

Investment Company Act. The Company is not, and

immediately after receipt of payment for the Purchased Shares will not be, an “investment company” within the meaning of

the U.S. Investment Company Act of 1940.

3.15

General Solicitation; No Integration or Aggregation.

Neither the Company nor any other person or entity authorized by the Company to act on its behalf has engaged in a general solicitation

or general advertising (within the meaning of Regulation D of the Securities Act) of investors with respect to offers or sales of the

Purchased Shares pursuant to this Agreement. The Company has not, directly or indirectly, sold, offered for sale, solicited offers to

buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is or will be (a) integrated with the

offer and sale of the Purchased Shares pursuant to this Agreement for purposes of the Securities Act or (b) aggregated with prior

offerings by the Company for the purposes of the rules and regulations of the NYSE. Assuming the accuracy of the representations and

warranties of the Investor set forth in Section 4.5 and Section 4.6, neither the Company nor any of its Subsidiaries nor any Person

acting on their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any

Company security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) of the Securities Act for

the exemption from registration for the transactions contemplated hereby.

3.16

Brokers and Finders. Except for BofA Securities,

Inc. and Goldman Sachs & Co. LLC, which fees are solely payable by the Company, neither the Company nor any other Person authorized

by the Company to act on its behalf has retained, utilized or been represented by any broker or finder in connection with the transactions

contemplated by this Agreement.

3.17

Sanctions and Trade Control Laws. Neither the

Company nor any Subsidiary is a Sanctioned Person. To the Company’s knowledge, no director, officer, agent or employee of the Company

or any Subsidiary is a Sanctioned Person or, in the case of a director, officer or employee of the Company, acting for or on behalf of

a Sanctioned Person, except as would not be material to the Company and its Subsidiaries, taken as a whole. To the knowledge of the Company,

each of their respective officers, directors, agents, and employees are, and since the date five years prior to the date hereof or, with

respect to Sanctions administered and enforced by OFAC, April 24, 2019, have been, in compliance with Sanctions and Trade Control Laws.

Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken

as a whole: (a) since the date five years prior to the date hereof or, with respect to Sanctions administered and enforced by OFAC,

April 24, 2019, neither the Company

nor

any Subsidiary has made any disclosures, voluntary or otherwise, to any Governmental Authority relating to actual or potential violations

of Sanctions or Trade Control Laws; and (b) as of the date of this Agreement, (i) neither the Company nor any Subsidiary is the

subject of any actual or, to the Company’s knowledge, threatened investigation, inquiry or enforcement proceeding by any Governmental

Authority and (ii) there are no internal investigations or internal audits being carried out by the Company or any Subsidiary, in each

case, relating to actual or potential violations of Sanctions or Trade Control Laws. The Company and its Subsidiaries have instituted

and maintain policies and procedures reasonably designed to ensure compliance with Sanctions and Trade Control Laws in all material respects.

3.18

Anti-Corruption Laws. Except as would not be

material to the Company and its Subsidiaries, taken as a whole: (a) each of the Company, its Subsidiaries and any of their respective

officers, directors, agents, or employees are, and since the date five years prior to the date hereof have been, in compliance with (i)

all Applicable Laws relating to anti-bribery and anti-corruption, including the U.S. Foreign Corrupt Practices Act of 1977 and the U.K.

Bribery Act 2010 and (ii) all Applicable Laws relating to anti-money laundering, including the Bank Secrecy Act of 1970, the USA PATRIOT

Act of 2001, the Anti-Money Laundering Act of 2020 and the Corporate Transparency Act (clauses (i) and (ii), collectively, “Anti-Corruption

Laws”); (b) since the date five years prior to the date hereof, neither the Company nor any Subsidiary has made any disclosures,

voluntary or otherwise, to any Governmental Authority relating to actual or potential violations of Anti-Corruption Laws; and (c) as

of the date of this Agreement, (i) neither the Company nor any Subsidiary is the subject of any actual investigation, inquiry or enforcement

proceeding by any Governmental Authority, and no such investigation, inquiry or enforcement proceeding has been threatened in writing,

and (ii) there are no internal investigations or internal audits being carried out by the Company or any Subsidiary, in each case, relating

to actual or potential violations of Anti-Corruption Laws. The Company and its Subsidiaries have instituted and maintain policies and

procedures reasonably designed to ensure compliance with Anti-Corruption Laws in all material respects.

3.19

Transactions with Affiliates and Employees. To

the Company’s knowledge, none of the Company’s stockholders, officers or directors or any family member or Affiliate of any

of the foregoing, has either directly or indirectly an interest in, or is a party to, any transaction that would be required to be disclosed

as a related party transaction pursuant to Item 404 of Regulation S-K promulgated under the Securities Act that is not so disclosed.

3.20

U.S. Real Property Holding Corporation. The Company

is not, and has not been in the last five years, a U.S. real property holding corporation within the meaning of Section 897(c)(2) of

the Code (a “USRPHC”).

3.21

No Rights Agreements; Anti-Takeover Provisions.

As of the date hereof, the Company nor any of its Subsidiaries is party to a stockholder rights agreement, “poison pill”

or similar anti-takeover agreement or plan. The Company and the Board of Directors have taken and will take all necessary actions to

ensure that no restrictions included in any stockholder rights agreement, “poison pill” or similar anti-takeover agreement

or plan is, or will be, applicable to the Investor or its Affiliates in respect of any of the transactions contemplated hereby, including,

for the avoidance of doubt, the Investor’s purchase, or the Company’s sale, of the Purchased Shares or in respect of the

Investor’s exercise of the Top-Up Right (as defined in the Investor Agreement) or preemptive right under Section 7.01 of the Investor

Agreement.

3.22

No Other Representations. Except for the representations

and warranties expressly contained in this Agreement (or in any certificate delivered by the Company pursuant hereto), the Investor acknowledges

that neither the Company nor any Person acting on its behalf makes any other express or any implied representations or warranties in

this Agreement with respect to (a) the Company or its Subsidiaries, any of their businesses, operations, assets, liabilities, condition

(financial or otherwise) or prospects or any other matter relating to the Company or its Subsidiaries or (b) the accuracy or completeness

of any

documentation,

forecasts or other information provided by the Company or any Person acting on any of their behalf to the Investor or any of its Affiliates

or any Person acting on its or their behalf and the Company hereby disclaims any such representation or warranty, whether by or on behalf

of the Company, notwithstanding the delivery or disclosure to the Investor or any of its representatives or Affiliates of any documentation

or other information by the Company or its Subsidiaries or any of its representatives or Affiliates or with respect to any one or more

of the foregoing. The Investor also acknowledges and agrees that the Company makes no representation or warranty with respect to any

projections, forecasts or other estimates, plans or budgets of future revenues, future expenses or expenditures, future results of operations

(or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of

the Company or any of its Subsidiaries or the future business, operations or affairs of the Company or any of its Subsidiaries heretofore

or hereafter delivered to or made available to the Investor or any of its Affiliates or any Person acting on its or their behalf. Notwithstanding

the foregoing, nothing herein shall operate as a waiver of claims of fraud.

Representations and Warranties of the Investor.

The Investor represents and warrants to the Company that the statements contained in this Article 4 are true and correct as of the

date hereof and the Closing Date (except for the representations and warranties that speak as of a specific date, which shall be made

as of such date):

4.1

Organization. The Investor is duly organized,

validly existing and in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority

to own, lease and operate its properties and to carry on its business as now conducted.

4.2

Authorization. The Investor has all requisite

corporate or similar power and authority to enter into this Agreement and the other Transaction Agreements to which it will be a party

and to carry out and perform its obligations hereunder and thereunder. All corporate action on the part of the Investor necessary for

the authorization, execution, delivery and performance of this Agreement and the other Transaction Agreements to which it will be a party

and the consummation of the other transactions contemplated herein and therein has been taken. Assuming this Agreement and each other

Transaction Agreement constitutes the legal and binding obligation of the Company, this Agreement constitutes, and each other Transaction

Agreement will constitute, a legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with

its respective terms, except as such enforceability may be limited or otherwise affected by bankruptcy, insolvency, fraudulent conveyance,

reorganization, moratorium and/or similar laws relating to or affecting the rights of creditors generally or by general equity principles

(regardless of whether such enforceability is considered in a proceeding in equity or at law).

4.3

No Conflicts. The execution, delivery and performance

of the Transaction Agreements by the Investor, the purchase of the Purchased Shares in accordance with their terms and the consummation

by the Investor of the other transactions contemplated hereby will not conflict with or result in any violation of, breach or default

by the Investor (with or without notice or lapse of time, or both) under, conflict with, or give rise to a right of termination, cancellation

or acceleration of any obligation under (a) any provision of the organizational documents of the Investor, or (b) any material agreement

or instrument binding on the Investor, except, in the case of clause (b), as would not, individually or in the aggregate, be reasonably

expected to materially delay or materially hinder the ability of the Investor to perform its obligations under the Transaction Agreements.

4.4

Brokers and Finders. The Investor has not retained,

utilized or been represented by any broker or finder in connection with the transactions contemplated by this Agreement except any such

broker or finder whose fees the Investor will pay in full.

4.5

Investment Representations and Warranties. The

Investor hereby represents and warrants that it is a “qualified institutional buyer” (as defined in Rule 144A under the Securities

Act) or an “accredited investor” as that term is defined in Rule 501(a) under Regulation D promulgated pursuant to the Securities

Act. The Investor understands and agrees that the offering and sale of the Purchased Shares is being made in reliance upon federal and

state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the

investment intent and the accuracy of the Investor’s representations as expressed herein.

4.6

Intent. The Investor is purchasing the Purchased

Shares solely for investment purposes, for the Investor’s own account and not for the account of others, and not with a view to

the resale or distribution of any part thereof in violation of the Securities Act, and the Investor has no present intention of selling,

granting any participation in, or otherwise distributing the same in violation of the Securities Act.

4.7

Investment Experience; Ability to Protect Its Own

Interests and Bear Economic Risks. The Investor acknowledges that it can bear the economic risk and complete loss of its investment

in the Purchased Shares and has knowledge and experience in finance, securities, taxation, investments and other business matters as

to be capable of evaluating the merits and risks of investments of the kind described in this Agreement and contemplated hereby, and

the Investor has had an opportunity to seek, and has sought, such accounting, legal, business and tax advice as the Investor has considered

necessary to make an informed investment decision. The Investor acknowledges that the Investor (a) is a sophisticated investor, experienced

in investing in private placements of equity securities and capable of evaluating investment risks independently, both in general and

with regard to all transactions and investment strategies involving a security or securities, and (b) has exercised independent judgment

in evaluating its participation in the purchase of the Purchased Shares. The Investor is aware that there are substantial risks incident

to the purchase and ownership of the Purchased Shares, including those set forth in the Company’s SEC Reports. Alone, or together

with any professional advisor(s), the Investor has adequately analyzed and fully considered the risks of an investment in the Purchased

Shares and determined that the Purchased Shares are a suitable investment for the Investor. The Investor is, at this time and in the

foreseeable future, able to afford the loss of the Investor’s entire investment in the Purchased Shares and the Investor acknowledges

specifically that a possibility of total loss exists.

4.8

Independent Investment Decision. The Investor

understands that nothing in the Transaction Agreements or any other materials presented by or on behalf of the Company to the Investor

in connection with the purchase of the Purchased Shares constitutes legal, tax or investment advice. The Investor has consulted such

legal, tax and investment advisors as it, in their sole discretion, has deemed necessary or appropriate in connection with its purchase

of the Purchased Shares.

4.9

Securities Not Registered; Legends.

(a)

The Investor acknowledges and agrees that the Purchased

Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act, and the Investor

understands that the Purchased Shares have not been registered under the Securities Act, by reason of their sale by the Company in a

transaction exempt from the registration requirements of the Securities Act, and that the Purchased Shares must continue to be held and

may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor unless a subsequent disposition thereof is

registered under the Securities Act or is exempt from such registration and in each case in accordance with any applicable securities

laws of any state of the United States. The Investor understands that the exemptions from registration afforded by Rule 144 (the provisions

of which are known to it) promulgated under the Securities Act depend on the satisfaction of various conditions including, but not limited

to, the time and manner of sale, the holding period and on requirements relating to the Company which are outside of the Investor’s

control

and which the Company may not be able to satisfy, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts.

The Investor acknowledges and agrees that it has been advised to consult legal counsel prior to making any offer, resale, transfer, pledge

or disposition of any of the Purchased Shares. The Investor acknowledges that no federal or state agency has passed upon or endorsed

the merits of the offering of the Purchased Shares or made any findings or determination as to the fairness of this investment.

(b)

The Investor understands that any certificates or book

entry notations evidencing the Purchased Shares may bear one or more legends in substantially the following form and substance:

“THE

SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), OR

THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) SUCH SECURITIES

HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144 OR (III) THE SECURITIES

ARE TRANSFERRED WITHOUT CONSIDERATION TO AN AFFILIATE OF SUCH HOLDER OR A CUSTODIAL NOMINEE (WHICH FOR THE AVOIDANCE OF DOUBT SHALL REQUIRE

NEITHER CONSENT NOR THE DELIVERY OF AN OPINION).”

(c)

In addition, for so long as the Investor is subject

to transfer restrictions contained in this Agreement, the Company may require that the Purchased Shares bear a legend or other restriction

substantially to the following effect:

“THE

SECURITIES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A SECURITIES PURCHASE AGREEMENT, DATED JUNE 30, 2026,

AMONG THE COMPANY AND TESSENDERLO GROUP NV.”

4.10

No General Solicitation. The Investor acknowledges

and agrees that the Investor is purchasing the Purchased Shares directly from the Company. The Investor became aware of this offering

of the Purchased Shares directly from the Company as a result of a pre-existing, substantive relationship with the Company and/or its

advisors or representatives. The Purchased Shares were offered to the Investor solely by direct contact between such Investor and the

Company and/or their respective representatives. The Investor did not become aware of this offering of the Purchased Shares, nor were

the Purchased Shares offered to the Investor, by any other means, and none of the Company and/or its representatives acted as investment

advisor, broker or dealer to the Investor. The Investor is not purchasing the Purchased Shares as a result of any general or public solicitation

or general advertising, or publicly disseminated advertisement, article, notice or other communication regarding the Purchased Shares

published in any newspaper, magazine or similar media or broadcast over television, radio or the internet or presented at any seminar

or any other general solicitation or general advertisement, including any of the methods described in Section 502(c) of Regulation D

under the Securities Act.

4.11

Financing. The Investor has, or will have prior

to the Closing, sufficient cash, available lines of credit or other sources of immediately available funds to enable it to make payment

of the Aggregate Purchase Price.

4.12

Ownership of Shares. The Investor, its Affiliates

and any Person acting as a group together with the Investor or any of the Investor’s Affiliates (as determined pursuant to Section

13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), do not beneficially own any shares of Common Stock or any options,

warrants, forward contracts, swaps, contracts of sale, or other derivative or similar

agreements

relating to shares of Common Stock, except as set forth in Section 4.12 of the Investor Disclosure Schedule.

4.13

Access to Information. In making its decision

to purchase the Purchased Shares, the Investor has relied solely upon independent investigation made by the Investor and upon the representations,

warranties and covenants set forth herein. The Investor acknowledges and agrees that the Investor has received such information as the

Investor deems necessary in order to make an investment decision with respect to the Purchased Shares, including with respect to the

Company. The Investor acknowledges and agrees that the Investor and the Investor’s professional advisors have had the opportunity

to ask such questions, receive such answers and obtain such information from the Company regarding the Company, its business and the

terms and conditions of the offering of the Purchased Shares as the Investor and the Investor’s professional advisors have deemed

necessary to make an investment decision with respect to the Purchased Shares and that the Investor has independently made its own analysis

and decision to invest in the Company.

Covenants.

5.1

Regulatory Matters.

(a)

The Company and the Investor shall cooperate with each

other and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take or cause to be

taken all actions necessary or advisable on its part under this Agreement and Applicable Law to consummate the transactions contemplated

by this Agreement as promptly as practicable after the date of this Agreement, including preparing and delivering or submitting documentation

to (i) effect the expirations of all waiting periods under applicable Antitrust Law and Foreign Investment Law as promptly as practicable

after the date of this Agreement, (ii) make with and obtain from, any Governmental Authority, as applicable, all filings, notices, reports,

consents, registrations, approvals, non-objections, permits and authorizations, in each case, necessary and advisable in order to consummate

the transactions contemplated by the Transaction Agreements, and (iii) comply with any so-called “second request” for additional

information or documentary material or any civil investigative demand made or issued by the Antitrust Division of the Department of Justice

or the United States Federal Trade Commission in connection with the termination or expiration of any applicable waiting period under

the HSR Act; provided, however, that nothing in this Agreement shall require the Investor or any of its representatives or Affiliates

to offer any commitments or accept any conditions in connection with the termination or expiration of any applicable waiting period under

the HSR Act or the Regulatory Approvals if such commitments or conditions would reduce the revenues of the Investor and its Affiliates

by more than $5 million as compared to Investor’s and its Affiliates’ revenues in Investor’s last completed fiscal

year or require divestitures of assets of the Investor and its Affiliates of more than $5 million in book value.

(b)

In furtherance of the provisions of Section 5.1(a),

each of the Company and the Investor, as applicable, shall (and shall cause their respective Subsidiaries to): (i) use its respective

reasonable best efforts to determine, within 5 Business Days of the date hereof, whether any Other Possible Regulatory Approval (as defined

in Section 6.1 of the Company Disclosure Schedule) are required to be obtained in connection with the execution and delivery of this

Agreement and Transaction Agreements, and the consummation of the transactions hereunder and thereunder and if any Other Possible Regulatory

Approval (as defined in Section 6.1 of the Company Disclosure Schedule) is so determined to be required such Other Possible Regulatory

Approval (as defined in Section 6.1 of the Company Disclosure Schedule) shall become a Required Regulatory Approval; (ii) cooperate and

coordinate with the other in the preparation and submission of the filings referenced in this Section 5.1(b); (iii) use its respective

reasonable best efforts to supply the other with any information that may be required in order to prepare and submit such filings; (iv)

use its respective reasonable best efforts to submit (A) a Notification and Report Form in

respect

of the transactions contemplated by this Agreement pursuant to the HSR Act within 15 Business Days of the date of this Agreement and

(B) all other filings referenced in this Section 5.1(b) as soon as reasonably practicable following the date of this Agreement; (v) use

its respective reasonable best efforts to supply any additional information that reasonably may be required or requested by any relevant

Governmental Authority; (vi) use its respective reasonable best efforts to (A) cause the expiration or termination of the applicable

waiting periods pursuant to the HSR Act and any other Antitrust Law or Foreign Investment Law applicable to the transactions contemplated

hereby and (B) obtain any required consents pursuant to any Antitrust Law or Foreign Investment Law applicable to the transactions

contemplated hereby, in each case, as soon as reasonably practicable, and in any event prior to the Termination Date; and (vii) prior

to independently participating in any meeting, or engaging in any substantive conversation, with any Governmental Authority in respect

of any such filings or any investigations or other inquiries relating thereto, to the extent reasonably practicable, provide notice to

the other party of such meeting or conversation and, unless prohibited by such Governmental Authority, the opportunity to attend or participate.

(c)

The Investor shall, after good faith consultation with

the Company and after considering, in good faith, the Company’s views and comments, control and lead all communications, negotiations,

timing decisions, and strategy on behalf of the parties relating to any approval under any Antitrust Law or Foreign Investment Law and

any litigation matters pertaining to any Antitrust Law or Foreign Investment Law applicable to the transactions contemplated hereby,

and the Company shall take all reasonable actions to support the Investor in connection therewith. Each of the Company and the Investor

shall permit the other party and its representatives or Affiliates to review in advance any substantive written communication proposed

to be made by such party to any Governmental Authority regarding the transactions contemplated hereby and shall consider in good faith

the views of the other party and promptly inform the other party of any substantive communication from any Governmental Authority regarding

the transactions contemplated hereby in connection with such filings.

(d)

Notwithstanding anything to the contrary set forth in

this Section 5.1, the parties may (i) as they deem reasonably advisable and necessary based on the advice of outside counsel to

prevent a violation of Antitrust Law, designate competitively sensitive materials and information provided to the other under this Section 5.1

as “outside counsel only” and such materials and the information contained therein shall be given only to outside counsel

of the recipient and shall not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the

advance written consent of the party providing such materials, and (ii) redact information provided to one another pursuant to this

Section 5.1 to the extent providing such information would (A) contravene any Applicable Law (so long as the disclosing party has

reasonably cooperated with recipient and used its reasonable best efforts to permit disclosure to the extent permitted by Applicable

Law), or (B) jeopardize any attorney-client or other legal privilege (so long as the disclosing party has reasonably cooperated

with recipient and used its reasonable best efforts to permit disclosure on a basis that does not waive such privilege with respect thereto).

(e)

Each party shall bear its own costs of preparing its

own pre-transaction notifications and similar filings and notices in other jurisdictions and related expenses incurred to make or obtain

any approval, clearance or notice under any applicable Antitrust Law (including under the HSR Act), Foreign Investment Law or other Applicable

Law. The Investor shall be responsible for payment of the applicable filing fees associated with any such Antitrust Law or Foreign Investment

Law.

5.2

Removal of Legends. From and after the expiration

of the Lock-Up Period (as defined in the Investor Agreement), in connection with any sale, assignment, transfer or other disposition

of the Purchased Shares by the Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities Act such that the

purchaser acquires freely tradable shares if requested by the Investor by notice to the Company, the Company shall use its reasonable

best efforts to cause the Transfer Agent to remove

any

restrictive legends related to the book entry account holding such shares and make a new, unlegended entry for such book entry shares

sold or disposed of without restrictive legends, provided that the Company has received from the Investor customary representations and

other documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith.

5.3

Withholding Taxes. For so long as the Investor

holds any shares of Common Stock, the Investor agrees to furnish the Company with any information, representations and forms as shall

reasonably be requested by the Company from time to time to assist the Company in complying with any tax withholding obligations.

5.4

Interim Operating Covenants. Prior to the Closing,

without the prior written consent of the Investor, the Company shall not, and shall cause its Subsidiaries not to, take any of the following

actions:

(a)

redeem, repurchase or acquire any capital stock of the

Company, other than repurchases of capital stock from officers, directors, employees or service providers of the Company or any of its

Subsidiaries pursuant to, or as required by, any duly authorized and approved employee benefit plan of the Company;

(b)

issue any shares of capital stock, or securities exercisable

for, exchangeable for or convertible into capital stock, of the Company, other than (i) issuances to officers, directors, employees

or service providers of the Company or any of its Subsidiaries pursuant to any duly authorized and approved employee benefit plan of

the Company, (ii) issuances upon the conversion, exchange or exercise of any security or right or purchase obligation outstanding

as of the date hereof or (iii) issuances by the Company to any of its wholly owned Subsidiaries;

(c)

amend, restate or otherwise modify the Company’s

certificate of incorporation or bylaws in any manner that would (i) adversely affect the Investor’s rights under the Investor Agreement

or any other Transaction Agreement in a manner that is disproportionate as compared to other stockholders of the Company or (ii) impose

restrictions on the voting rights of the Purchased Shares or on the Transfer of Purchased Shares beyond those set forth in the Investor

Agreement in a manner that is disproportionate as compared to other stockholders of the Company; or

(d)

agree or commit to do any of the foregoing.

5.5

Acknowledgements. Nothing in this Agreement shall

prohibit or require the Investor’s consent with respect to any of the following: (a) the consummation of any Change of Control

of the Company; (b) the commencement of any tender or exchange offer that, if consummated, would result in any Person (other than

the Investor or its Affiliates) becoming the Beneficial Owner of 50% or more of the outstanding Common Stock; or (c) the Company’s

entry into a definitive agreement for any transaction that, if consummated, would result in any of the events described in clauses (a)

or (b) of this Section 5.5; provided that, this Section 5.5 shall be without prejudice to the Investor’s termination

right pursuant to Section 7.1(b) and the Investor’s rights under the Investor Agreement. As of the date of this Agreement,

the Company is not engaged in active discussions with any Person (or group of Persons) regarding any written proposal for a transaction

the consummation of which would result in the Change of Control of the Company.

5.6

Notice of Certain Events. From the date hereof

until the Closing, the Company shall promptly notify the Investor of any notice or communication received by the Company or any of its

Subsidiaries from any Governmental Authority alleging non-compliance with Applicable Law in connection with the transactions contemplated

hereby.

Conditions of Closing.

6.1

Conditions to the Obligation of the Investor and

the Company. The obligations of the Investor and the Company to consummate the transactions to be consummated at the Closing are

subject to the satisfaction or waiver by mutual agreement of the Investor and the Company of the following conditions precedent:

(a)

HSR Act. Any applicable waiting period under

the HSR Act relating to the transactions contemplated hereby shall have expired or been terminated.

(b)

Other Regulatory Approvals. The Required Regulatory

Approvals shall have been obtained.

(c)

No Injunctions. There shall be no injunction,

order or decree of any Governmental Authority in effect that restrains, prohibits or makes illegal the consummation of the transactions

contemplated hereby.

6.2

Conditions to the Obligation of the Investor.

The obligations of the Investor to consummate the transactions to be consummated at the Closing, and to purchase and pay for the Purchased

Shares, are subject to the satisfaction or waiver in writing of the following conditions precedent:

(a)

Representations and Warranties. (i) The representations

and warranties of the Company contained in the first sentence of Section 3.1, the first two sentences of ‎‎Section 3.2,

‎Section 3.3, Section 3.4, Section 3.8, Section 3.14, Section 3.16 and ‎Section 3.21 (collectively, the “Fundamental

Representations”) shall be true and correct at and as of the Closing Date (except with respect to representations and warranties

that are made expressly as of a specific date, which representations and warranties shall be true and correct as of such date), as if

made at and as of such date, (ii) the representations and warranties of the Company contained in ‎Section 3.1 (other

than the first sentence), Section 3.2 (other than the first two sentences), Section 3.7, Section 3.11 and Section 3.15 (collectively,

the “Excluded Representations”) (in each case, determined without regard to any qualification or exception contained

therein relating to “material”, “materiality”, “Material Adverse Effect” or any similar qualification

or standard) shall be true and correct in all material respects at and as of the Closing Date, as if made at and as of such date (except

with respect to representations and warranties that are made expressly as of a specific date, which representations and warranties shall

be true and correct in all material respects as of such date), and (iii) the representations and warranties of the Company contained

in Article 3 other than ‎‎the Fundamental Representations and the Excluded Representations (in each case, determined without

regard to any qualification or exception contained therein relating to “material”, “materiality”, “Material

Adverse Effect” or any similar qualification or standard) shall be true and correct at and as of the Closing Date, as if made at

and as of such date (except with respect to representations and warranties that are made expressly as of a specific date, which representations

and warranties shall be true and correct as of such date), in the case of this clause (iii) with only such exceptions as has not had

and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(b)

Performance. The Company shall have performed

in all material respects the obligations and conditions herein required to be performed or observed by the Company on or prior to the

Closing Date.

(c)

Adverse Changes. Since the date hereof, there

has not been a Material Adverse Effect.

(d)

Opinion of Company Counsel. The Company shall

have delivered to the Investor the opinion of Davis Polk & Wardwell LLP as of the validity of the Purchased Shares, dated as of the

Closing Date, in customary form and substance.

(e)

Compliance Certificate. An authorized officer

of the Company shall have delivered to the Investor at the Closing Date a certificate certifying that the conditions specified in Sections 6.2(a)

(Representations and Warranties), 6.2(b) (Performance) and 6.2(c) (Adverse Changes) have been fulfilled.

(f)

Supplemental Listing. The NYSE shall have approved

the supplemental listing application for the Purchased Shares, subject only to official notice of issuance.

6.3

Conditions to the Obligation of the Company.

The obligation of the Company to consummate the transactions to be consummated at the Closing, and to sell to the Investor the Purchased

Shares, is subject to the satisfaction or waiver in writing of the following conditions precedent:

(a)

Representations and Warranties. (i) The representations

and warranties of the Investor contained in ‎Section 4.1, ‎Section 4.2, ‎Section 4.4, ‎Section

4.5, ‎Section 4.6, ‎Section 4.7, ‎Section 4.8 and ‎Section 4.12 (the “Investor

Excluded Representations”) (determined without regard to any qualification or exception contained therein relating to “material”,

“materiality” or any similar qualification or standard) shall be true and correct in all material respects at and as of the

Closing Date, as if made at and as of such date (except with respect to representations and warranties that are made expressly as of

a specific date, which representations and warranties shall be true and correct in all material respects as of such date), and (ii) the

representations and warranties of the Investor contained in ‎Article 4 other than the Investor Excluded Representations

(determined without regard to any qualification or exception contained therein relating to “material”, “materiality”

or any similar qualification or standard) shall be true and correct at and as of the Closing Date, as if made at and as of such date

(except with respect to representations and warranties that are made expressly as of a specific date, which representations and warranties

shall be true and correct as of such date), in the case of this clause (ii) with only such exceptions as would not reasonably be expected

to, individually or in the aggregate, prevent, materially delay or materially impede the performance by Investor of its obligations under

this Agreement.

(b)

Performance. The Investor shall have performed

or complied with in all material respects all obligations and conditions herein required to be performed or observed by the Investor

on or prior to the Closing Date.

Termination.

7.1

Termination. The obligations of the Company,

on the one hand, and the Investor, on the other hand, to effect the Closing shall terminate as follows:

(a)

by mutual written agreement of the Company and the Investor;

(b)

by the Investor, upon written notice to the Company

if any of the following occur: (i) the consummation of any Change of Control of the Company; (ii) the commencement of any

tender or exchange offer that, if consummated, would result in any Person (other than the Investor or its Affiliates) becoming the Beneficial

Owner of 50% or more of the outstanding Common Stock; or (iii) the Company’s entry into a definitive agreement for any transaction

that, if consummated, would result in any of the events described in clauses (i) or (ii) of this Section 7.1(b).

(c)

by the Investor (if the Investor is not then in material

breach of its representations, warranties, covenants or agreements under this Agreement), upon written notice to the Company if there

has been a violation, breach or inaccuracy of any representation, warranty, covenant or agreement of the Company contained in this Agreement,

which violation, breach or inaccuracy would cause any of the conditions set forth in ‎Section 6.2(a) or ‎Section

6.2(b) not to be satisfied, and such violation, breach or inaccuracy has not been waived by the Investor or cured by the Company within

20 days after receipt by the Company of written notice thereof from the Investor or is not capable of being cured;

(d)

by the Company (if the Company is not then in material

breach of its representations, warranties, covenants or agreements under this Agreement), upon written notice to the Investor, if there

has been a violation, breach or inaccuracy of any representation, warranty, agreement or covenant of the Investor contained in this Agreement,

which violation, breach or inaccuracy would cause any of the conditions set forth in ‎Section 6.3(a) or ‎Section

6.3(b) not to be satisfied, and such violation, breach or inaccuracy has not been waived by the Company or cured by the Investor within

20 days after receipt by the Investor of written notice thereof from the Company or is not capable of being cured;

(e)

by either the Investor or the Company, upon written

notice to the other, if the Closing has not occurred on or before December 30, 2026 (the “Termination Date”); provided

that if on the Termination Date, all of the conditions to Closing set forth in ‎Article 6 have been satisfied (other than

conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible, waiver

of those conditions at the Closing) other than the conditions set forth in ‎Section 6.1(a), ‎Section 6.1(b)

or ‎Section 6.1(c) (to the extent relating in whole or in part to or arising under the HSR Act or the approvals set forth

in ‎Section 6.1(b) of the Company Disclosure Schedule), then either the Investor or the Company may, by written notice to

the other, cause the Termination Date to be March 30, 2027; provided, further that (i) the Investor shall not have the

right to terminate this Agreement pursuant to this ‎Section 7.1(e) if the Investor is then in material breach of its representations,

warranties, covenants or agreements under this Agreement which breach is a principal cause of, or resulted in the failure of the Closing

to have occurred by the Termination Date, and (ii) the Company shall not have the right to terminate this Agreement pursuant to this

‎Section 7.1(e) if the Company is then in material breach of its representations, warranties, covenants or agreements under

this Agreement which breach is a principal cause of, or resulted in the failure of the Closing to have occurred by the Termination Date;

(f)

by either the Company or the Investor, upon written

notice to the other, if consummation of the transactions contemplated hereby would violate any nonappealable final order, decree or judgment

of any Governmental Authority having competent jurisdiction.

7.2

Effect of Termination. If this Agreement is terminated

as permitted by ‎Section 7.1, such termination shall be without liability of any party to this Agreement (or any stockholder,

director, officer, employee, agent, consultant or representative of such party) to the other party to this Agreement; provided that

if such termination shall result from the willful breach by a party hereto of any covenant or agreement contained herein or fraud by

such party in connection with this Agreement, such party shall be fully liable for any and all damages, losses and expenses incurred

or suffered by the other party as a result of such failure, breach or fraud. The provisions of Sections ‎8.5 and ‎8.7 shall survive

any termination hereof pursuant to ‎‎Section 7.1.

Miscellaneous Provisions.

8.1

Public Statements or Releases. Except as necessary

or desirable in accordance with its obligations under Applicable Law or any applicable securities exchange (including ordinary course

public disclosures, earnings releases, earnings calls and related investor communications), neither the Company nor the Investor shall

make any public announcement with respect to the existence or terms of

this

Agreement or the transactions provided for herein without the prior consent of the other party (which consent shall not be unreasonably

withheld).

8.2

Interpretation. The words “hereof”,

“herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole

and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be

ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits, Appendices and Schedules are to Articles,

Sections, Exhibits, Appendices and Schedules of this Agreement unless otherwise specified. All Exhibits, Appendices and Schedules annexed

hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized

terms used in any Exhibit, Appendix or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement.

Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include”,

“includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without

limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written”

and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References

to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder.

References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance

with the terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. References from

or through any date mean, unless otherwise specified, from and including or through and including, respectively. References to “law”,

“laws” or to a particular statute or law shall be deemed also to include any and all Applicable Law. The word “or”

means “and/or” unless the context provides otherwise. References to “dollars” or “$” shall mean U.S.

dollars, and whenever conversion of values to or from any currency other than U.S. dollars for a particular date shall be required, such

conversion shall be made using the closing rate provided by Bloomberg as of the date that is one Business Day prior to such date. References

to one gender shall be held to include the other gender as the context requires.

8.3

Notices. Any notices or other communications

required or permitted to be given hereunder shall be in writing and shall be deemed to be given (a) when delivered if personally delivered

to the party for whom it is intended, (b) when delivered, if sent by electronic mail during normal business hours of the recipient, and

if not sent during normal business hours, then on the recipient’s next Business Day, provided no rejection or undeliverable notice

is received, (c) three days after having been sent by certified or registered mail, return-receipt requested and postage prepaid or (d)

one Business Day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery,

with written verification of receipt:

(a)

If to the Company, addressed as follows:

FMC

Corporation

2929 Walnut Street

Philadelphia, Pennsylvania 19104

Attention: Sara Ponessa

Email: [***]

with

a copy (which shall not constitute notice):

Davis

Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10028

Attention: William Aaronson, Cheryl Chan

Email: william.aaronson@davispolk.com, cheryl.chan@davispolk.com

(b)

If to the Investor, addressed as follows:

Tessenderlo

Group NV

130 Rue du Trône

1050 Brussels

Belgium

Attention: Miguel de Potter; Anne Mie Vanwalleghem

E-mail: [***]

with

a copy (which shall not constitute notice):

Stibbe

25 Rue de Loxum

1000 Brussels

Belgium

Attention: Jan Peeters

Telephone: +32 2 533 52 11

Email: jan.peeters@stibbe.com

Sullivan

& Cromwell LLP

New Fetter Lane

London

EC4A 1AN

United

Kingdom

Attention:

Nikolaos G. Andronikos; Mimi Wu; Tyler W. Hill

Telephone:

+44 20 7959 8900

E-mail:

andronikosn@sullcrom.com; wum@sullcrom.com; hillty@sullcrom.com

8.4

Severability. If any part or provision of this

Agreement is held unenforceable or in conflict with the applicable laws or regulations of any jurisdiction, the invalid or unenforceable

part or provisions shall be replaced with a provision which accomplishes, to the extent possible, the original business purpose of such

part or provision in a valid and enforceable manner, and the remainder of this Agreement shall remain binding upon the parties hereto.

8.5

Governing Law; Submission to Jurisdiction; Venue;

Waiver of Trial by Jury.

(a)

This Agreement shall be governed by, and construed in

accordance with, the laws of the State of Delaware without regard to choice of laws or conflicts of laws provisions thereof that would

require the application of the laws of any other jurisdiction, except to the extent that mandatory principles of Delaware law may apply.

(b)

The Company and the Investor hereby irrevocably and

unconditionally:

(i)

submits for itself and its property in any legal action

or proceeding relating solely to this Agreement or the transactions contemplated hereby, to the general jurisdiction of any state court

or United States Federal court sitting in the City of Wilmington in the State of Delaware;

(ii)

consents that any such action or proceeding may be brought

in such courts, and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such

court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same to the extent

permitted by applicable law;

(iii)

agrees that service of process in any such action or

proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage

prepaid, to the party, as the case may be, at its address set forth in Section 8.3 or at such other address of which the other party

shall have been notified pursuant thereto;

(iv)

agrees that nothing herein shall affect the right to

effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction for recognition

and enforcement of any judgment or if jurisdiction in the courts referenced in the foregoing clause (i) are not available despite the

intentions of the parties hereto;

(v)

agrees that final judgment in any such suit, action

or proceeding brought in such a court may be enforced in the courts of any jurisdiction to which such party is subject by a suit upon

such judgment, provided that service of process is effected upon such party in the manner specified herein or as otherwise permitted

by law;

(vi)

agrees that to the extent that such party has or hereafter

may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, such party

hereby irrevocably waives such immunity in respect of its obligations under this Agreement, to the extent permitted by law; and

(vii)

irrevocably and unconditionally waives trial by jury

in any legal action or proceeding in relation to this Agreement.

8.6

Waiver. No waiver of any term, provision or condition

of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or be construed as, a further

or continuing waiver of any such term, provision or condition or as a waiver of any other term, provision or condition of this Agreement.

8.7

Expenses. Except as expressly set forth in the

Transaction Agreements to the contrary, each party shall pay its own out-of-pocket fees and expenses, including the fees and expenses

of attorneys, accountants and consultants employed by such party, incurred in connection with the performance of the obligations hereunder,

the proposed investment in the Purchased Shares and the consummation of the transactions contemplated thereby; provided that all

Transfer Taxes shall be borne 50% by the Company and 50% by the Investor.

8.8

Assignment. None of the parties may assign its

rights or obligations under this Agreement or designate another person (a) to perform all or part of its obligations under this Agreement

or (b) to have all or part of its rights and benefits under this Agreement, in each case without the prior written consent of the

other party hereto; provided that the Investor may, in its sole discretion, assign the right to purchase all or any portion of

the Purchased Shares to one or more of its wholly owned Affiliates that (x) is incorporated in a member state of the European Union and

(y) does not have any parent entity that is incorporated in a jurisdiction other than a member state of the European Union, by providing

the Company with written notice and the identity of the purchasing Person(s) at least five Business Days prior to the Closing Date; provided,

further that, notwithstanding any such assignment, the Investor shall remain responsible for all obligations of the Investor hereunder.

8.9

Third Parties. Nothing in this Agreement, express

or implied, is intended to confer on any Person other than the parties to this Agreement any rights, remedies, claims, benefits, obligations

or liabilities under or by reason of this Agreement, and no Person that is not a party to this Agreement (including, without limitation,

any partner, member, shareholder, director, officer, employee or other beneficial owner of any party to this Agreement, in its own capacity

as such or in bringing a derivative action on behalf of a party to this Agreement) shall have any standing as a third party beneficiary

with respect to this Agreement or the transactions contemplated hereby.

8.10

Headings. The titles, subtitles and headings

in this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

8.11

Counterparts. This Agreement may be executed

in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts

have been signed by each party and delivered to the other party; provided that a facsimile or pdf signature including any electronic

signatures complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com shall be considered due execution and shall be binding

upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile or pdf (or other electronic

reproduction of a) signature.

8.12

Entire Agreement; Amendments. This Agreement

and the other Transaction Agreements (including all schedules and exhibits hereto and thereto) constitute the entire agreement between

the parties hereto respecting the subject matter hereof and supersede all prior agreements, negotiations, understandings, representations

and statements respecting the subject matter hereof, whether written or oral. No amendment, modification, alteration, or change in any

of the terms of this Agreement shall be valid or binding upon the parties hereto unless made in writing and duly executed by the Company

and the Investor. The Company and the Investor may by an instrument signed in writing by such parties waive the performance, compliance

or satisfaction by the Investor or the Company, respectively, with any term or provision hereof or any condition hereto to be performed,

complied with or satisfied by the Investor or the Company, respectively.

8.13

Survival. None of the representations and warranties

of the parties hereto contained in this Agreement shall survive the Closing. The covenants and agreements of the parties hereto contained

in this Agreement shall survive the Closing indefinitely.

8.14

Mutual Drafting. This Agreement is the joint

product of the Investor and the Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement

of such parties and shall not be construed for or against any party hereto.

8.15

Arm’s Length Negotiations. For the avoidance

of doubt, the parties acknowledge and confirm that the terms and conditions of the Purchased Shares were determined as a result of arm’s-length

negotiations.

WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

COMPANY:

FMC Corporation

By:

/s/ Andrew Sandifer

Name:

Andrew Sandifer

Title:

Executive Vice President and Chief Financial Officer

INVESTOR:

TESSENDERLO GROUP NV

By:

/s/ Luc Tak

Name:

Luc Tak

Title:

Chief Executive Officer

Exhibit

INVESTOR

AGREEMENT

This

INVESTOR AGREEMENT (this “Agreement”) is dated as of [●], 2026, by and between FMC Corporation, a Delaware corporation

(the “Company”), and Tessenderlo Group NV, a public limited company incorporated under the laws of Belgium (“Investor”).

I T N E S S E T H :

WHEREAS,

pursuant to the Stock Purchase Agreement (the “Transaction Agreement”) dated as of June 30, 2026 between Investor

and the Company, the Company sold to Investor, and Investor purchased from the Company, 30,319,166 Shares; and

NOW,

THEREFORE in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt

and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

Article

Definitions

Section

1.01. Definitions. (a) As used herein, the following terms have the following meanings:

“Activist

Investor” means any Person that, as of any date of determination, has, directly or indirectly through its Affiliates, whether

individually or as a member of a publicly disclosed “group” (as such term is used in Section 13(d)(3) of the Exchange Act),

within the three-year period immediately preceding such date: (i) publicly made, engaged in or been a participant in any “solicitation”

of “proxies” (as such terms are defined in Regulation 14A promulgated by the SEC) in connection with a proposed change in

control or other extraordinary or fundamental transaction involving any publicly traded company, or a public proposal for the election

or replacement of any directors of any such company, in each case not approved by the board of directors of such company prior to such

Person taking such public action; (ii) publicly called, or publicly sought to call, a meeting of stockholders of any publicly traded

company or publicly initiated any stockholder proposal or meeting agenda item for action by stockholders of any such company not approved

by the board of directors of such company prior to first public disclosure thereof; (iii) commenced a tender offer to acquire equity

securities of any publicly traded company that was not approved (at or before the time of commencement) by the board of directors of

such company; or (iv) publicly disclosed any intention, plan, arrangement or other agreement to do any of the foregoing; provided

that the reporting by a Person of its ownership of the securities of an issuer on Schedule 13G shall be deemed to establish conclusively

that such Person is not an Activist Investor with respect to such issuer for purposes of this definition, except to the extent such Person

subsequently (but prior to the applicable Transfer) files a Schedule 13D with respect to such issuer.

“Addendum

to the NDA” means the Addendum, dated as of June 3, 2026, between the Company and Investor, to the Confidentiality Agreement

dated as of May 28, 2026 between the Company and Investor.

“Affiliate”

means, with respect to any Person, any other Person who, as of the relevant time for which the determination of affiliation is being

made, directly or indirectly controls, is

controlled

by or is under common control with such Person; provided that (i) the Company and its Subsidiaries shall not be deemed to be Affiliates

of Investor or any of its Affiliates, and (ii) Investor and its Affiliates shall not be deemed to be Affiliates of the Company or any

of its Subsidiaries. For purposes of this definition, “control” when used with respect to any Person means the power

to direct 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 correlative meanings.

“Agreement”

has the meaning set forth in the Preamble.

“Applicable

Law” means, with respect to any Person, any transnational, domestic or foreign federal, state or local law (statutory, common

or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other

similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person.

“Agents”

has the meaning set forth in ‎Section 6.01(b).

“Associate”

has the meaning set forth in Rule 12b-2 under the Exchange Act and Associates of a specified Person shall include any other Person who,

as of the relevant time for which the determination of association is being made, is an Associate of such Person.

“Beneficially

Own” means, with respect to any securities, having “beneficial ownership” of such securities for purposes of Rule

13d-3 or Rule 13d-5 under the Exchange Act, and “Beneficial Ownership” shall have the corresponding meaning.

“Board”

means the Board of Directors of the Company.

“Business

Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day

on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

“Change

of Control” means any transaction or series of related transactions pursuant to which (i) any Person or group (within the meaning

of Section 13(d)(3) of the Exchange Act) becomes the Beneficial Owner, directly or indirectly, of securities representing more than 50%

of the voting power of the outstanding Shares, (ii) the Company merges, consolidates or combines with any other Person and, immediately

following such transaction, the holders of Shares immediately prior to such transaction hold less than 50% of the voting power of the

surviving entity or parent thereof, or (iii) the Company sells, transfers or otherwise disposes of all or more than 50% of all of its

consolidated assets.

“Closing”

has the meaning set forth in the Transaction Agreement.

“Code”

means the Internal Revenue Code of 1986.

“Competitor”

means, solely for purposes of the definition of “Prohibited Person” set forth in this Agreement, any Person (other than Investor

or any of its wholly owned Subsidiaries) (i) who engages in the business of manufacturing, distributing, developing, marketing or selling

crop

protection

chemicals (insecticides, herbicides or fungicides), biologicals, crop nutrition or seed treatment products and such business is not a

de minimis portion of all of the business conducted by such Person or (ii) listed on Schedule A hereto, as such schedule may be

updated from time to time by mutual written agreement of the Company and Investor.

“Company”

has the meaning set forth in the Preamble.

“Confidential

Information” has the meaning set forth in Section 6.01(b).

“Corporate

Opportunities” has the meaning set forth in Section 2.06.

“Dilution

Event” means any issuance of Shares or rights or securities convertible into or exchangeable or exercisable for Shares by the

Company (in the case of such rights or securities, to the extent they have been converted, exchanged or exercised) that has resulted

in a reduction of Investor’s Percentage Interest to below 20%, other than any such issuance with respect to which Investor has

exercised (or been offered and declined to exercise) its purchase rights pursuant to Section 7.01.

“Designated

Period” means the period commencing on Closing and ending on the date on which Investor’s Percentage Interest falls below

10% of the outstanding Shares; provided that, during such time that Investor has the Top-Up Right, for purposes of determining

whether the Designated Period has ended, any reduction in Investor’s Percentage Interest resulting solely from a Dilution Event

shall not be taken into account until the last day of the Company’s third fiscal quarter following the fiscal quarter in which

Investor receives notice from the Company that such Dilution Event occurred pursuant to Section 3.02(c).

“Director”

has the meaning set forth in Section 2.01(d).

“Director

Qualifications” has the meaning set forth in ‎Section 2.01(c).

“Director

Slate” has the meaning set forth in ‎Section 2.01(a).

“Exchange

Act” means the Securities Exchange Act of 1934.

“Exercise

Notice” has the meaning set forth in ‎Section 7.01(b)‎.

“Governmental

Authority” means any transnational, domestic or foreign federal, state or local governmental, regulatory or administrative

authority, department, court, agency or official, including any political subdivision thereof.

“Hedge”

means, with respect to any Shares, to enter into any swap or any other agreement, transaction or series of transactions that hedges or

transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of such Shares, whether any such transaction,

swap or series of transactions is to be settled by delivery of securities, in cash or otherwise.

“Independent

Director” means a director of the Company who is independent under the NYSE listing rules.

“Investor”

has the meaning set forth in ‎the Preamble.

“Investor

Nominee” has the meaning set forth in Section 2.01(a).

“Investor

Shares” has the meaning set forth in Section 3.01.

“Issuance

Notice” has the meaning set forth in Section 7.01(a).

“Lock

Up Period” means the period commencing on the date of this Agreement and ending on the three (3)-year anniversary of the date

of this Agreement.

“Market

Transfer” means a Transfer of Shares effected through the facilities of the NYSE or any other national securities exchange

on which the Shares are then listed, or through a broker-dealer acting as agent in an ordinary brokerage transaction where Investor (i) does

not actually know the identity of the buyer of such Shares and (ii) solely in the case of an ordinary brokerage transaction, does

not reasonably believe that the Shares would be Transferred to a Prohibited Person.

“New

Securities” has the meaning set forth in Section 7.01(a).

“Nominating

Committee” has the meaning set forth in Section 2.01(c).

“NYSE”

means the New York Stock Exchange.

“Observer”

means a natural person designated by Investor to attend meetings of the Board in a non-voting, non-speaking observer capacity.

“Permitted

Trading Period” means a period of time between the end of a Quarterly Trading Blackout Period and the start of the next Quarterly

Trading Blackout Period.

“Permitted

Transferee” means any wholly-owned Subsidiary of Investor that agrees in writing to be bound by the provisions of this Agreement

as if it were Investor hereunder.

“Percentage

Interest” means, with respect to Investor at any time, the fraction (expressed as a percentage) that results from dividing

(i) the number of Shares that Investor and its Permitted Transferees collectively own at such time by (ii) the number of issued and outstanding

Shares at such time.

“Person”

means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including

a Governmental Authority.

“Prohibited

Person” means any Person to whom Shares are contemplated to be Transferred (a) that is a Competitor, (b) that is an Activist

Investor, or (c) that, after giving effect to such Transfer, would become a new Beneficial Owner of greater than 4.9% of the outstanding

Shares.

“Quarterly

Trading Blackout Period” has the meaning set forth in the Company’s Policy Concerning Insider Trading or similar policy,

as amended from time to time.

“Registration

Rights Agreement” means that certain Registration Rights Agreement between the Company and Investor dated as of the date hereof.

“Restricted

Period” means the period commencing on Closing and ending on the date on which both (i) Investor’s Percentage Interest

is below 10% of the outstanding Shares and (ii) at least 12 months have passed since an Investor Nominee last served as a Director of

the Company.

“SEC”

means the Securities and Exchange Commission.

“Securities

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

“Shares”

means the shares of common stock, par value $0.10 per share, of the Company.

“Shareholders

Meeting” has the meaning set forth in Section 3.01.

“Subsidiary”

means, with respect to any Person, any entity of which (i) a majority of the voting securities or (ii) securities or other ownership

interests having ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions, are

at the time directly or indirectly owned by such first Person.

“Top-Up

Right” has the meaning set forth in Section 3.02(c).

“Transaction

Agreement” has the meaning set forth in the Recitals.

“Transfer”

means, with respect to any Shares, (i) when used as a verb, to sell, assign, dispose of, exchange, Hedge, pledge, encumber, hypothecate

or otherwise transfer such Shares or any participation or interest therein, whether directly or indirectly (including pursuant to a derivative

transaction or through the transfer of any equity securities in any direct or indirect company holding such Shares), or agree or commit

to do any of the foregoing and (ii) when used as a noun, a direct or indirect sale, assignment, disposition, exchange, Hedge, pledge,

encumbrance, hypothecation, or other transfer of such Shares or any participation or interest therein or any agreement or commitment

to do any of the foregoing; provided that nothing in this Agreement shall prohibit any sale, assignment, disposition of, exchange,

Hedge, pledge, encumbrance, hypothecation, transfer or issuance of any equity securities of or in Investor.

(b)

Other Definitional and Interpretative Provisions. The words “hereof”, “herein” and “hereunder”

and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this

Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation

hereof. References to Articles, Sections, Exhibits, Appendices and Schedules are to Articles, Sections, Exhibits, Appendices and Schedules

of this Agreement unless otherwise specified. All Exhibits, Appendices and Schedules annexed hereto or referred to herein are hereby

incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit, Appendix

or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement

shall be deemed to include the plural, and any plural term the singular. Whenever the words “include”, “includes”

or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”,

whether or not they are in fact followed by those words or words of like import. “Writing”,

“written”