NASDAQ: SDOT

As of December 31, 2025, Sadot Group consisted
of one distinct operating unit engaged in the global Agri-Foods industry

1.Sadot LLC (“Sadot Agri-Foods”): Sadot Group’s operating unit was intended to be a global
Agri-Foods company engaged in farming, commodity trading and shipping of food and feed (e.g., soybean meal, wheat and corn) via dry bulk
cargo ships across the globe. Sadot Agri-Foods competes with the ABCD commodity companies (ADM, Bunge, Cargill, Louis-Dreyfus) as well
as many regional organizations. Sadot Agri-Foods operates, through a majority owned subsidiary, a roughly 5,000 acre farm in Zambia with
a focus on major commodities such as wheat, soy and corn alongside high-value tree crops such as avocado and mango. A default judgment
related to the farm was issued during the fourth quarter of 2025. While the company has appealed this ruling, it has recognized an impairment
of $11.8 million on the Zambia farm to reflect the associated financial impact. In addition, the Company had a deposit on farmland in
Indonesia which was written off during the fourth quarter of 2025. Sadot Agri-Foods was formed as part of the Company’s diversification
strategy to own and operate, through its subsidiaries, the business lines throughout the food supply chain. Our business involved farming,
commodity trading, and shipping of food and feed products, such as soybean meal, wheat, and corn, via dry bulk cargo ships across global
markets. We have recently encountered substantial operational issues that have severely impacted our ability to conduct these activities
effectively. These challenges include, but are not limited to, disruptions in our supply chain, such as delays in sourcing raw materials,
logistical bottlenecks in shipping and transportation, and inefficiencies in our farming operations due to difficult regulatory environments
including a legal system, adverse weather conditions, labor shortages, inefficient regulatory environments, various court proceedings
or equipment failures. Additionally, geopolitical tensions, trade restrictions, fluctuating commodity prices, and increased competition
in the agri-foods sector have compounded these issues, leading to halted or suspended trading activities and an inability to fulfill contracts
or secure new ones. Between November 2022 and October 2025, Aggia LLC FZ (“Aggia”) was providing consultancy in connection
with the food supply chain activities which were designed to become the most important focus of the Company. However, as a result of disappointing
performances in 2025, the Company decided to end the relationship with Aggia. On November 20, 2025, the Company entered into a Settlement
Agreement and Mutual Release (the “Settlement Agreement”) with Aggia. Pursuant to the Settlement Agreement, the Company and
Aggia agreed to terminate the Services Agreement dated as of November 14, 2022, as amended (collectively, the “Agreement Documents”),
and to fully settle, compromise, and discharge all claims, debts, obligations, and liabilities arising out of or related to the Agreement
Documents. The Company is assessing the potential business opportunities surrounding supply chain, before making any decisions as to whether
the Company wants to engage a replacement to the services previously provided by Aggia.

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2.In 2025, the Company sold the assets relating to its U.S.-centric restaurant business. Sadot Restaurant
Group, LLC (“Sadot Food Services”) held three concepts, including two fast casual restaurant concepts, Pokémoto and
Muscle Maker Grill. During 2024, the Company operated a subscription-based fresh prep meal concept, SuperFit Foods, which was sold in
August 2024. Throughout 2024 the remaining corporate owned restaurants were sold and converted into franchise locations or closed. On
December 4, 2025, the Company and its wholly-owned subsidiaries, Pokemoto LLC, Poke Co Holdings, LLC, and Muscle Maker Development, LLC
(collectively, the “Sellers”), completed the sale of substantially all of the assets related to the Pokemoto and Muscle Maker
Grill franchise businesses (the “Business”) to MARV Brands of America LLC, a Delaware limited liability company, and MARV
Brands Inc., an Ontario business corporation (collectively, the “Buyers”), pursuant to an Asset Purchase Agreement dated December
4, 2025 (the “Purchase Agreement”). Under the terms of the Purchase Agreement, the Buyers acquired the assets of the Business,
including franchise agreements, intellectual property (such as trademarks, recipes, operations manuals, and brand standards), inventory,
marketing funds, gift card balances, and other related assets, for a total purchase price of $2,900,000 (the “Purchase Price”).
The Purchase Price consisted of: (i) a $100,000 earnest money deposit previously paid by the Buyers; (ii) $2,600,000 paid at closing;
and (iii) a $200,000 holdback amount (the “Holdback Amount”) payable subject to certain conditions, including the delivery
of specified missing franchise and transfer agreements as outlined in a side letter agreement dated December 4, 2025 (the “Side
Letter”). The Holdback Amount is contingent upon the Sellers delivering fully executed copies of various missing agreements on or
before the holdback payment date. The deadline for delivery has lapsed and the Company has not delivered all required agreements. Accordingly,
the $200,000 holdback receivable has been written off as of December 31, 2025. In connection with the closing, the parties also executed
a Trademark Assignment Agreement dated December 4, 2025, pursuant to which the Company and Pokemoto LLC assigned all trademarks related
to the Business to MARV Brands Inc. The transaction closed on December 4, 2025, and the Company received the closing payment in accordance
with the wire instructions. The sale allowed the Company to divest its franchise restaurant operations and further focus on its agri-food
operations. Please see Note 4 – Assets held for sale and Note 5 – Discontinued operations for further details.

On September 9, 2025, the Company filed a Certificate of Change Pursuant to
NRS 78.209 with the Nevada Secretary of State to effect a reverse stock split of the Company’s common stock at a ratio of one-for-ten
(the “Reverse Stock Split”), which became effective 12:01 am eastern on September 15, 2025. The Company did so to regain compliance
with Nasdaq. As a result of the Reverse Stock Split, every 10 shares of the Company’s common stock issued and outstanding on the
effective date were consolidated into one issued and outstanding share. All shareholders who would have otherwise received fractional
shares as a result of the Reverse Stock Split received cash in lieu of any fractional share interests There was no change in the par value
of the Company’s common stock. The Company previously effected a 1-for-10 reverse stock split effective October 18, 2024. All share
and per share amounts included in these consolidated financial statements have been adjusted to reflect both reverse stock splits. Please
see Note 18 – Commitments and contingencies for further details.

Our Industry

Sadot Agri-Foods:

Sadot LLC, with and through its subsidiaries, Sadot
Latam, Sadot Brazil, Sadot Canada, and Sadot Enterprises (Zambia Farm), had the intent to operate and enhance global food security by
establishing an integrated supply-chain within the international Agri-food commodity industry that includes shipping, sourcing, farming
and production. The primary focus was on farming, trading and shipping food and feed commodity items such as soy meal, corn and wheat
between countries via containers or cargo ships. These shipments enhance global food security by providing raw materials and ingredients
to various food manufacturers as part of the overall food supply chain. During 2025, the Company ceased operations and closed Sadot Brazil
and Sadot Canada. Sadot Enterprises is subject to an ongoing legal dispute regarding farm ownership in Zambia, for which the Company has
filed an appeal, part of which is an attempt to collect a gross amount of $3.5 million. Sadot LLC remains an active operating entity.

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Sadot Latam LLC (“Sadot
Latam”): In May 2023, the Company expanded its Sadot Agri-Foods subsidiary within the agri-commodity sourcing and trading operations
into North, Central and South America. The expansion was facilitated by a 5 year consulting agreement signed on June 14, 2023, providing
for an annual consulting fee of $0.5 million per year and potential profit sharing calculated on a quarterly basis, between Sadot
Agri-Foods’ operations and Buenaventura Trading LLC (“Buenaventura”) based in Miami FL. Buenaventura was supposed to
provide exposure to new trade routes throughout the Americas. The Buenaventura agreement was updated on December 20, 2024, providing a
new annual consulting fee of $0.9 million per year and removing the profit sharing arrangement. The Buenaventura agreement was cancelled
during the second quarter of 2025.

Sadot Enterprises Limited Ltd
(“Sadot Enterprises”: Sadot Farm Operations (“Sadot Zambia” is 100% owned by Sadot Enterprises Limited, which
is 70% owned by Sadot LLC) includes approximately 5,000 acres of farmland in the Mkushi Region of Zambia which was acquired in August
of 2023. Farm operations are focused on the supply of grains (soy, corn and wheat) as well as tree crops (mango and avocado). As of December
11, 2025 Sadot LLC lost our legal case in the Zambia courts pertaining to the ownership of the farm. Following the judgement, the company
filed an appeal in 2026 seeking recovery of $3.5 million and as such has entered into a dispute with its local partner Cropfit Farming
Limited (“Cropit”). The appeal process is expected to take in excess of one year.

Sadot Brasil Ltda (“Sadot
Brazil”): In December 2023 Sadot Agri-Foods onboarded a team of industry professionals in Brazil to form Sadot Brazil. The office
was subsequently closed during the fourth quarter of 2025 for lackluster performance.

Sadot Canada Inc (“Sadot
Canada”): In July and August 2024 the Company expanded its Sadot Agri-Foods operations with the expansion into Canada. This
entity was focused on commodity trading in Canada. The Canadian office was closed on September 3, 2025.

Sadot Food Service:

Our Strategy

Realizing the insurmountable challenges operating
a small agri food supply business, Sadot Group’s management and board has been looking to acquire or merge with a non-volatile cash
flow producing activity. These efforts began in the fourth quarter of 2025.

Sadot Agri-Foods

Sadot LLC (“Sadot Agri-Foods”): Sadot
Group’s sole operating unit was intended to be a global Agri-Foods company engaged in farming, commodity trading and shipping of
food and feed (e.g., soybean meal, wheat and corn) via dry bulk cargo ships across the globe. Sadot Agri-Foods competes with companies
such as the ABCD commodity companies (ADM, Bunge, Cargill, Louis-Dreyfus) as well as many regional organizations. The environment in which
Sadot operates is populated with large, multi-layered, and cumbersome companies. The Sadot Group goal was to become an efficient and agile
operation, with the ability to take advantage of arising opportunities in a constantly growing and evolving industry. Following the financial
performance during the third quarter of 2025 and as a result of substantial operational issues that have severely impacted our ability
to conduct operations effectively, management of the Company began evaluating alternative business lines to address this situation. Management
continues to assess all options. The management continues to focus on monetizing the current assets of Sadot Agri-Foods as efficiently
as possible. It should be highlighted that certain assets were impaired totaling $31.0 million and the risk of continued future impairments
on other assets is a possibility going forward.

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We have outsourced certain administrative functions
for our Sadot Agri-Foods business to third-party service providers. We also outsource certain information technology support services
and benefit plan administration. Our Sadot Agri-Foods operations have historically relied on Aggia LLC FZ (“Aggia”) as third-party
consultants to execute commodity trades and conduct farming operations. On November 20, 2025, the Company entered into a Settlement Agreement
and Mutual Release (the “Settlement Agreement”) with Aggia. Pursuant to the Settlement Agreement, the Company and Aggia agreed
to terminate the Services Agreement dated as of November 14, 2022, as amended (collectively, the “Agreement Documents”), and
to fully settle, compromise, and discharge all claims, debts, obligations, and liabilities arising out of or related to the Agreement
Documents. The Company is assessing the potential business opportunities surrounding supply chain, before making any decisions as to whether
the Company wants to engage a replacement to the services previously provided by Aggia.

Over the past two years, the Company tried to assemble
a team of industry professionals to manage and execute the Company’s overall strategy and day-to-day operations. The teams consisted
of industry experts, with decades of experience working for multinational companies, bringing their reputation, industry know-how and
work practices to the group. These professionals who were in charge were overseeing the day-to-day operations.

As part of our Agri-commodities operations, the Company
invested in forward-looking products such as carbon credits. This was designed to offer lower carbon or carbon neutral products in the
future, as well as offsetting its own carbon emissions. However the downturn in carbon credit markets and our inability to monetize the
asset has led us to believe that the Company should focus on alternative activities. As a result, the Company decided to discontinue making
any additional investments in the Carbon Credit area, and has decided to write off its previous investment in the amount of $13.4 million.

Our Intellectual Property

We have registered Sadot®, Pokémoto®,
Muscle Maker Grill® and other certain names used by our restaurants as trademarks or service marks with the United States
Patent and Trademark Office and Muscle Maker Grill® in one foreign country. This was one of the contributing factors for
achieving the sale price for the restaurant activities which the board believed was a fair price. As noted above, Pokémoto®,
Muscle Maker Grill® and other certain names used by our restaurants as trademarks or service marks were sold in 2025.

Our Competition

Sadot Agri-Foods

Sadot Agri-Foods operates in the global agri-food
industry. We have significant competition in the markets in which we operate based principally on price, foreign exchange rates, quality,
global supply and alternative products. We also compete with local farming operations within the countries we own farmland.

Our Corporate Structure

Overview: Sadot Group Inc. serves as a holding
company of the following subsidiaries:

●Sadot Restaurant Group LLC, a directly wholly owned subsidiary, was formed
in Nevada on December 13, 2023 which holds the below subsidiaries. The company sold its remaining restaurant related assets in 2025. The
company plans to dissolve the below entities in the future.

●Muscle Maker Development, LLC, a directly wholly owned subsidiary, which
was formed in Nevada on July 18, 2019, for the purpose of running our restaurant focused operations which have been discontinued. The
Muscle Maker Grill brand was sold in December 2025.

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●Muscle Maker Corp. LLC, a directly wholly owned subsidiary, which was formed
in Nevada on July 18, 2019, for the purposes of operating corporate restaurants which currently have been closed or sold.

●Muscle Maker USA, Inc., a directly wholly owned subsidiary, which was formed
in Texas on March 14, 2019, for the purposes of operating corporate restaurants which currently have been closed or sold.

●Muscle Maker Development International. LLC, a directly wholly owned subsidiary,
which was formed in Nevada on November 13, 2020, to franchise the Muscle Maker Grill name and business system to qualified franchisees
internationally, which business we are no longer pursuing. The Muscle Maker Grill brand was sold in December 2025.

●Pokémoto LLC, a directly wholly owned subsidiary, which was formed
in Nevada on August 19, 2021, to serve as a holding company for various company owned locations which currently have been closed or sold.

●Poke Co Holdings LLC, a directly wholly owned subsidiary, which was formed
in Connecticut on July 18, 2018 to franchise the Pokémoto name and business system to qualified franchisees, which business we
are no longer pursuing. The Pokémoto brand was sold in December 2025.

●Sadot LLC, a directly wholly owned subsidiary, which was formed in Delaware
on October 19, 2022 to participate in activities such as sourcing, distributing and production of agri-food products. Through December
31, 2025, the Company through its subsidiary Sadot LLC received and continues to receive offers to engage in food supply chain transactions.
The Company did not find any of these offers compelling. While the revenue from any single transaction that could be generated was substantial,
the proposed profits margins were low, and the realization of the proposed margins were to be in non-cash instrument in the form of a
receivable or an asset. The Company continues in 2026 to scrutinize offers, sourcing, distributing and production of agri-food although
there is no guarantee that the Company will successfully engage in such transactions or if it does engage in such transactions that they
will result in generating a profit.

●Sadot Latam LLC, a directly wholly owned subsidiary, was formed for the
purpose of its agri-food sourcing and trading operations.

●Sadot Enterprises, Ltd (Farming Operations), a directly 70% owned subsidiary,
ventured into crop farm production in Southern Africa with a focus on major commodities like wheat, soy, and corn, alongside high-value
tree crops such as avocado and mango.

●Sadot Brasil Ltda, a directly wholly owned subsidiary, which was formed
for the purpose of its agri-food sourcing and trading operations.

●Sadot LLC of Mauritius, a directly wholly owned subsidiary, which was formed to expand our banking and
financing opportunities for the agri-food businesses.

●Sadot Canada Inc., a directly wholly owned subsidiary, which was formed
for the purpose of its agri-food sourcing and trading operations

Item 1.A. Risk Factors

You should carefully review the risks described below
as they identify important factors that could cause our actual results to differ materially from our forward-looking statements, expectations
and historical trends. Any of the following risk factors, either by itself or together with other risk factors, could materially adversely
affect our business, results of operations, cash flows and/or financial condition. The risks described below are not the only risks facing
the Company. Additional risks and uncertainties not currently known or currently viewed to be immaterial may also materially and adversely
affect business, financial condition or results of operations. These risks can be impacted by factors beyond management’s control.

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Risks Related to Our Business and Industry

We face significant operational challenges in our
global agri-foods operations, which have resulted in a significant curtailing of our operations and could materially continue to adversely
affect our business, financial condition, results of operations, and future prospects.

Our business involves farming, commodity trading,
and shipping of food and feed products, such as soybean meal, wheat, and corn, via dry bulk cargo ships across global markets. We have
recently encountered substantial operational issues that have severely impacted our ability to conduct these activities effectively. These
challenges include, but are not limited to, disruptions in our supply chain, such as delays in sourcing raw materials, logistical bottlenecks
in shipping and transportation, and inefficiencies in our farming operations due to adverse weather conditions, labor shortages, or equipment
failures. Additionally, geopolitical tensions, trade restrictions, fluctuating commodity prices, and increased competition in the agri-foods
sector have compounded these issues, leading to halted or suspended trading activities and an inability to fulfill contracts or secure
new ones.

As a result of these operational difficulties, we
have had to curtail a significant portion of our operations, which has strained our liquidity, increased our reliance on external financing,
and heightened the risk of default under our existing obligations. If we are unable to resolve these operational challenges in a timely
manner—through measures such as restructuring our supply chain, diversifying our sourcing strategies, or investing in improved infrastructure—our
business may continue to suffer prolonged periods of inactivity. This could lead to further erosion of our market position, loss of key
customers and partners, regulatory scrutiny, or even insolvency. Moreover, our dependence on global markets exposes us to ongoing risks
from external factors, including volatile commodity prices, changes in international trade policies, environmental regulations, and disruptions
from events like pandemics, natural disasters, or political instability in key regions where we operate or source materials.

There can be no assurance that we will successfully
overcome these operational issues or resume revenue-generating activities. Failure to do so could result in a material adverse effect
on our financial condition, stock price, and ability to continue as a going concern, potentially leading to delisting from Nasdaq or other
exchanges, reduced access to capital, and diminished investor confidence.

We will need additional capital to fund our operations,
which, if obtained, could result in substantial dilution or significant debt service obligations. We may not be able to obtain additional
capital on commercially reasonable terms, which could adversely affect our liquidity and financial position.

In order to continue operating, we need to obtain
additional financing, either through borrowings, private placements, public offerings, or some type of business combination, such as a
merger or buyout, and there can be no assurance that we will be successful in such pursuits. We may be unable to acquire the additional
funding necessary to continue operating. Accordingly, if we are unable to generate adequate cash from operations, and if we are unable
to find sources of funding, it may be necessary for us to sell one or more lines of business or all or a portion of our assets, enter
into a business combination, or reduce or eliminate operations. These possibilities, to the extent available, may be on terms that result
in significant dilution to our shareholders or that result in our shareholders losing all of their investment in our Company.

We require significant capital in relation to our
Sadot operations, including continuing access to credit markets, to operate our current business and fund our growth strategy. Our working
capital requirements, including margin requirements on open positions on futures exchanges, are directly affected by the price of agricultural
commodities, which may fluctuate significantly and change quickly. Moreover, the expansion of our business and pursuit of acquisitions
or other business opportunities may require significant amounts of capital. Access to credit markets and pricing of our capital is dependent
upon maintaining sufficient credit ratings from credit rating agencies. We have been unable to maintain sufficiently high credit ratings,
and, as a result, access to certain tier one commercial paper and other debt markets and costs of borrowings are not currently available.
If we are unable to generate sufficient cash flow or maintain access to adequate external financing, including as a result of significant
disruptions in the global credit markets, it could restrict our current operations and our growth opportunities. We manage this risk with
constant monitoring of credit/liquidity metrics, cash forecasting, and routine communications with credit rating agencies regarding risk
management practices.

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We need to raise additional capital, which could result
in dilution or increased debt obligations.

The Company may seek to raise additional capital to
fund operations, strategic initiatives, or other corporate purposes. On April 13, 2026, our shareholders approved an amendment to our
Articles of Incorporation to increase the number of authorized shares of common stock from 2,000,000 to 250,000,000. This increase provides
the Company with flexibility to issue additional common stock for equity financing, acquisitions, or equity compensation.

Future issuances of common stock could dilute the
ownership and voting power of existing shareholders and may be issued at prices substantially below the prices at which our shares currently
trade. The Company may also seek to increase cash reserves through the issuance of convertible debt or other equity securities. The sale
of convertible debt or additional equity securities could result in substantial dilution to existing shareholders.

The incurrence of indebtedness would result in additional
debt service obligations and could include operating and financial covenants that restrict our operations and liquidity. Additionally,
our ability to obtain financing on acceptable terms is subject to market conditions, investor demand, and other uncertainties. There can
be no assurance that financing, whether through equity or debt, will be available in amounts or on terms acceptable to the Company, if
at all. Any failure to raise additional funds on favorable terms could materially adversely affect our liquidity, financial condition,
and results of operations.

Our indebtedness could negatively affect our financial condition, decrease
our liquidity and impair our ability to operate the business.

If cash on hand is insufficient to pay our obligations,
it could have an adverse effect on our ability to conduct our business. As we were not presented with cash generating opportunities in
the supply chain, we are seeking alternative lines of businesses. While we still maintain Sadot LLC and are scrutinizing occasional sporadic
trading offers, our focus on alternative sectors is picking up speed. Our ability to raise capital in the future will depend on a shareholder
approval to increase the authorized shares of common stock, and to acquire an additional operating entity should we decide to spin off
the supply chain activity. There is no guarantee that the Company will successfully engage in such transactions in the commodity trading
business or if it does engage in such transactions that they will result in generating a profit. Further, there is no guarantee that the
Company will be able to acquire a new operating entity or if it does acquire such entity it will operate profitably.

We are subject to global and regional economic
downturns and related risks.

The level of demand for our products is affected by
global and regional demographic and macroeconomic conditions, including population growth rates and changes in standards of living. A
significant downturn in global economic growth, or recessionary conditions in major geographic regions, may lead to reduced demand for
agricultural commodities and food products, which could adversely affect our business and results of operations. Further, deteriorating
economic and political conditions in our major markets, such as inflation, increased unemployment, decreases in disposable income, declines
in consumer confidence, uncertainty about economic stability, or economic slowdowns or recessions, could cause a decrease in demand for
our products.

Additionally, weak global economic conditions and
adverse conditions in global financial and capital markets, including rising interest rates and constraints on the availability of credit,
have in the past adversely affected, and may in the future adversely affect, the financial condition and creditworthiness of the financial
institutions that serve as our lenders and as counterparties to the over-the-counter derivative instruments we use to manage risks and
some of our customers, suppliers, and other counterparties, which in turn may negatively impact our financial condition and results of
operations. Over the course of the last year, concerns have arisen with respect to the financial condition of a number of regional banking
organizations in the United States and global financial institutions. Although our exposure has been de minimis to these financial institutions,
we continue to monitor our counterparty exposure across all of the financial services companies with which we conduct business. See “Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Item 7.A. Quantitative
and Qualitative Disclosures About Market Risk” for more information.

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We expect the pressures of input cost inflation to
continue into 2026. Further, the various conflicts and wars in the Middle East and Europe have had a negative impact on the price per
barrel. United States has reported and is continuing to report weaker GDP growth, with some economists forecasting a continuation of these
conditions in 2026.

We are exposed to adverse weather conditions, pandemic
outbreaks, political events, war and terrorism that could disrupt business and may adversely affect the availability, quality and price
of agricultural commodities and agricultural commodity products, as well as our operations and operating results.

Our headquarters, trade offices, and farms, as well
as certain of our vendors and customers, are located in areas which have been and could be subject to natural disasters such as floods,
droughts, blizzards, hurricanes, tornadoes, fires or earthquakes.

Adverse weather conditions have historically caused
volatility in the agricultural commodity industry and consequently in our operating results by causing crop failures or significantly
reduced harvests, which may affect the supply and pricing of the agricultural commodities that we sell and use in our business, and negatively
affect the creditworthiness of agricultural producers who do business with us. Our farming operations have solely been located in the
Mkushi region of Zambia. In this region, adverse weather during the fertilizer application, planting, and harvest seasons can have negative
impacts on our crop yields and planting cycles. Adverse crop conditions in the Mkushi region can increase the input costs or lower the
market value of our products relative to other market participants that do not have the same geographic concentration. Furthermore we
learned the hard way, that entering transactions in Zambia are full of complexities and outcomes which are either unjust or at a minimum
stretching into many months and years.

Severe adverse weather conditions, such as hurricanes
and severe storms, may also result in extensive property damage, extended business interruption, personal injuries, and other loss and
damage to us. Our operations also rely on dependable and efficient transportation services, including transportation by ocean vessel,
river barges, rail, and truck. A disruption in transportation services as a result of weather conditions, such as low river levels following
periods of drought, may also have a significant adverse impact on our operations and related supply chains.

Additionally, the potential physical impacts of climate
change are uncertain and may vary by region. These potential effects could include changes in rainfall patterns, water shortages, changing
sea levels, changing storm patterns and intensities, and changing temperature levels that could adversely impact our costs and business
operations, the location, costs and competitiveness of agricultural commodity production and related storage and processing facilities
and the supply and demand for agricultural commodities.

These events also could have indirect consequences
such as increases in the cost of insurance if they result in significant loss of property or other insurable damage and the effect could
be material to our results of operations, liquidity or capital resources.

We are subject to economic, political, and other risks of doing business
globally and in emerging markets.

We were trying to build a global business with a substantial
majority of our assets and operations located outside the United States. In addition, our business strategies may involve expanding or
developing our business in emerging market regions, including South American, Eastern Europe, Asia-Pacific, the Middle East, and Africa.
Due to the international nature of our business, we are exposed to various risks of international operations, including:

●adverse trade policies or trade barriers on agricultural commodities and
commodity products;

●new and developing requirements related to GHG emissions and other climate
change initiatives and workforce diversity;

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●and inclusion mandates;

●inflation, hyperinflation, and adverse economic effects resulting from governmental
attempts to control inflation, such as the imposition of wage and price controls and higher interest rates. For example, inflation rates
in many countries in which we operate are currently at the highest levels in decades, resulting in tighter monetary policies, including
higher interest rates;

●changes in laws and regulations or their interpretation or enforcement in
the countries in which we operate, including the effects of complying with tax law on us and our shareholders;

●difficulties in enforcing agreements or judgments and collecting receivables
in foreign jurisdictions;

●exchange controls or other currency restrictions and limitations on the
movement of funds, such as on the remittance of dividends and/or reimbursements by subsidiaries;

●inadequate infrastructure and logistics challenges;

●sovereign risk and the risk of government intervention, including through
expropriation, or regulation of the economy or natural resources, including restrictions on foreign ownership of land or other assets;

●the requirement to comply with a wide variety of laws and regulations that
apply to international operations, including, without limitation, economic sanctions regulations, labor laws, import and export regulations,
anti-corruption and anti-bribery laws, as well as other laws or regulations discussed in this “