Form 8-K

8-K — Haymaker Acquisition Corp. 4

Accession: 0001104659-26-043241

Filed: 2026-04-14

Period: 2026-04-08

CIK: 0001970509

SIC: 6770 (BLANK CHECKS)

Item: Entry into a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Unregistered Sales of Equity Securities

Item: Material Modifications to Rights of Security Holders

Item: Changes in Registrant's Certifying Accountant

Item: Changes in Control of Registrant

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

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

Item: Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics

Item: Change in Shell Company Status

Item: Financial Statements and Exhibits

Documents

8-K — tm2611677d2_8k.htm (Primary)

EX-2.3 — EXHIBIT 2.3 (tm2611641d1_ex2-3.htm)

EX-3.1 — EXHIBIT 3.1 (tm2611641d1_ex3-1.htm)

EX-3.2 — EXHIBIT 3.2 (tm2611641d1_ex3-2.htm)

EX-3.3 — EXHIBIT 3.3 (tm2611641d1_ex3-3.htm)

EX-4.2 — EXHIBIT 4.2 (tm2611641d1_ex4-2.htm)

EX-10.1 — EXHIBIT 10.1 (tm2611641d1_ex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (tm2611641d1_ex10-2.htm)

EX-10.7 — EXHIBIT 10.7 (tm2611641d1_ex10-7.htm)

EX-10.9 — EXHIBIT 10.9 (tm2611641d1_ex10-9.htm)

EX-10.10 — EXHIBIT 10.10 (tm2611641d1_ex10-10.htm)

EX-10.11 — EXHIBIT 10.11 (tm2611641d1_ex10-11.htm)

EX-10.12 — EXHIBIT 10.12 (tm2611641d1_ex10-12.htm)

EX-10.13 — EXHIBIT 10.13 (tm2611641d1_ex10-13.htm)

EX-10.14 — EXHIBIT 10.14 (tm2611641d1_ex10-14.htm)

EX-10.15 — EXHIBIT 10.15 (tm2611641d1_ex10-15.htm)

EX-10.19 — EXHIBIT 10.19 (tm2611641d1_ex10-19.htm)

EX-10.20 — EXHIBIT 10.20 (tm2611641d1_ex10-20.htm)

EX-10.22 — EXHIBIT 10.22 (tm2611641d1_ex10-22.htm)

EX-14.1 — EXHIBIT 14.1 (tm2611641d1_ex14-1.htm)

EX-16.1 — EXHIBIT 16.1 (tm2611641d1_ex16-1.htm)

EX-21.1 — EXHIBIT 21.1 (tm2611641d1_ex21-1.htm)

EX-99.1 — EXHIBIT 99.1 (tm2611641d1_ex99-1.htm)

EX-99.2 — EXHIBIT 99.2 (tm2611641d1_ex99-2.htm)

EX-99.3 — EXHIBIT 99.3 (tm2611641d1_ex99-3.htm)

EX-99.4 — EXHIBIT 99.4 (tm2611641d1_ex99-4.htm)

EX-99.5 — EXHIBIT 99.5 (tm2611641d1_ex99-5.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):

April 8, 2026

Haymaker Acquisition Corp. 4

(Exact name of registrant as specified in its charter)

Delaware

001-41757

87-2213850

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

817 E. 4th Street

Tulsa, Oklahoma 74120

(Address of principal executive offices, including

zip code)

(918) 355-5700

Registrant’s telephone number, including

area code

324 Royal Palm Way, Suite 300-i

Palm Beach, FL 33480

(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:

None

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 x

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. ¨

Introductory Note

The Business Combination

On April 8, 2026 (the “Closing

Date”), Suncrete, Inc. (the “Company”) consummated its previously announced business combination (the “Closing”)

pursuant to that certain Business Combination Agreement, dated October 9, 2025 (the “Business Combination Agreement”), by

and among the Company, Haymaker Acquisition Corp. 4, a Cayman Islands exempted company (“Haymaker” or “SPAC”),

Haymaker Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub I”),

Haymaker Merger Sub II, LLC, a Delaware limited liability company and direct wholly owned subsidiary of the Company (“Merger Sub

II”), and Concrete Partners Holding, LLC, a Delaware limited liability company (“Suncrete”), a copy of which is attached

to this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference.

Immediately prior to the Closing,

on April 8, 2026, Haymaker redeemed all of its issued and outstanding public warrants to purchase Class A Ordinary Shares of Haymaker,

par value $0.0001 per share (“SPAC Class A Ordinary Shares” and such warrants, the “SPAC Public Warrants”) in

exchange for (i) $2.25 in cash and (ii) 0.075 SPAC Class A Ordinary Shares per SPAC Public Warrant (the “Warrant Redemption”).

Also immediately prior to

the Closing, on April 8, 2026, Haymaker transferred by way of continuation out of its jurisdiction of incorporation from the Cayman Islands

and domesticated into the State of Delaware (the “Domestication” and the time at which the Domestication became effective,

the “Domestication Effective Time”). At the Domestication Effective Time (a) each SPAC Class A Ordinary Share that was issued

and outstanding immediately prior to the Domestication Effective Time converted automatically, on a one-for-one basis, into one share

of Class A Common Stock of the post-Domestication SPAC, par value $0.0001 per share (“SPAC Class A Common Stock”), (b) each

Class B Ordinary Share of Haymaker, par value $0.0001 per share, that was issued and outstanding immediately prior to the Domestication

Effective Time converted automatically, on a one-for-one basis, into one share of Class B Common Stock of the post-Domestication SPAC,

par value $0.0001 per share (“SPAC Class B Common Stock”), and (c) each then-issued and outstanding private warrant to purchase

SPAC Class A Ordinary Shares prior to the Domestication converted automatically, on a one-for-one basis, into one private warrant to purchase

SPAC Class A Common Stock (a “SPAC Private Warrant”).

On April 8, 2026, immediately

following the Domestication, Merger Sub I merged with and into Haymaker (the “Initial Merger”), with Haymaker surviving the

Initial Merger as a wholly owned subsidiary of the Company (the time at which the Initial Merger became effective, the “Initial

Merger Effective Time”). At the Initial Merger Effective Time, among other things, (a) Haymaker Sponsor IV, LLC (“Sponsor”)

distributed 2,800,000 shares of SPAC Class A Common Stock (the “Dothan Founder Shares”) and 398,800

SPAC Private Warrants to Dothan Independent GP, LP (“Dothan Independent”), (b) each share of SPAC Class A Common Stock

issued and outstanding immediately prior to the Initial Merger Effective Time was canceled and converted into one share of Class A Common

Stock of the Company, par value $0.0001 per share (“Company Class A Common Stock”), (c) each share of SPAC Class B Common

Stock issued and outstanding immediately prior to the Initial Merger Effective Time was canceled and converted into one share of Class

B Common Stock of the Company, par value $0.0001 per share (“Company Class B Common Stock” and, together with the Company

Class A Common Stock, the “Company Common Stock”) and (d) each then-outstanding SPAC Private Warrant was automatically assumed

and converted into a private warrant to purchase one share of Company Class A Common Stock (“Company Warrants”).

On April 8, 2026, immediately

following the Initial Merger, Merger Sub II merged with and into Suncrete (the “Acquisition Merger” and, together with the

Initial Merger, the “Mergers”, and together with the Domestication, the Warrant Redemption and all other transactions contemplated

by the Business Combination Agreement, the “Business Combination” and the time at which the Acquisition Merger became effective,

the “Acquisition Merger Effective Time”), with Suncrete surviving the Acquisition Merger as a wholly owned subsidiary of the

Company. At the Acquisition Merger Effective Time, among other things, (a) each share of Company Class B Common Stock issued and outstanding

immediately prior to the Acquisition Merger Effective Time (other than the Dothan Founder Shares) was converted into and exchanged, on

a one-for-one basis, into one share of Company Class A Common Stock, (b) the Company issued 14,117,894 shares of Company Class A Common

Stock to members of Suncrete, (c) the Company issued 3,481,776 shares of restricted Company Class A Common Stock upon the cancelation

and conversion of the incentive units granted to management of Suncrete (“Rollover Equity Awards”), (d) the Company issued

18,414,609 shares of Company Class B Common Stock to members of Suncrete, and (e) the Company issued 2,500,000 shares of Company Class

B Common Stock to Dothan Independent.

In addition, as previously

disclosed, the Company previously entered into subscription agreements (the “PIPE Subscription Agreements”) with certain institutional

investors (collectively, the “PIPE Investors”), pursuant to which (a) immediately prior to the Acquisition Merger Effective

Time, the Company issued and sold to certain of the PIPE Investors in a private placement an aggregate of 11,216,667 shares of Company

Class A Common Stock and pre-funded warrants to purchase 2,525,094 shares of Company Class A Common Stock (the “Pre-Funded Warrants”)

and (b) at the Acquisition Merger Effective Time, the Company issued and sold to certain of the PIPE Investors in a private placement

an aggregate of 6,162,009 shares of Company Class A Common Stock.

Further, as previously disclosed,

the Company previously entered into a Securities Exchange Agreement (the “Exchange Agreement”) with holders of Suncrete’s

Senior Preferred Units (the “Senior Preferred Units”), pursuant to which the Company agreed to issue an aggregate of 26,000

shares of Series A Convertible Perpetual Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), to

such Senior Preferred Unit holders in exchange for their Senior Preferred Units (the “Exchange”). On April 8, 2026, the Exchange

occurred immediately prior to the closing of the Acquisition Merger, and the Company issued 26,000 shares of Series A Preferred Stock

to the Senior Preferred Unit holders, following the acceptance by the Secretary of State of the State of Delaware of the Certificate of

Designation for the Series A Convertible Perpetual Preferred Stock (the “Certificate of Designation”).

In connection with the closing

of the Business Combination, holders of 12,628,150 SPAC Class A Ordinary Shares sold in Haymaker’s initial public offering properly

exercised their right to have their shares redeemed for a pro rata portion of the trust account holding the proceeds from Haymaker’s

initial public offering, and on April 8, 2026, prior to the Domestication, Haymaker redeemed 12,628,150 Class A ordinary shares for $11.57

per share (the “Public Share Redemptions”). As a result, on April 8, 2026, after giving effect to the Public Share Redemptions

and payments to holders under prepaid forward agreements and before paying expenses, there was approximately $59 million remaining in

the trust account.

As of the Closing Date, following

the Public Share Redemptions, the issuance of the shares of Company Class A Common Stock pursuant to the PIPE Subscription Agreements,

and the consummation of the Mergers, there were (i) 46,879,768 shares of Company Class A Common Stock issued and outstanding, (ii) 23,714,609

shares of Company Class B Common Stock issued and outstanding, and (iii) Company Warrants to purchase 398,800 shares of Company Class

A Common Stock outstanding. The Company Class A Common Stock commenced trading on The Nasdaq Global Market (“Nasdaq”) under

the symbol “RMIX” on April 9, 2026.

Item 1.01. Entry into a Material Definitive Agreement.

Warrant Amendment and Redemption

On April 8, 2026, prior to

the Warrant Redemption, Haymaker, the Company and Continental Stock Transfer & Trust Company, in its capacity as warrant agent (the

“Warrant Agent”), entered into Amendment No. 1 to the Warrant Agreement (the “Warrant Amendment”) to amend that

certain Warrant Agreement, dated as of July 25, 2023, by and between Haymaker and the Warrant Agent (the “Warrant Agreement”)

to effect the Warrant Redemption.

The foregoing summary of the

Warrant Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Warrant Amendment,

a copy of which is attached as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Amended and Restated Registration Rights Agreement

In connection with the Initial

Closing, the Company, Haymaker, and Sponsor entered into an Amended and Restated Registration Rights Agreement (the “A&R Registration

Rights Agreement”) amending and restating the existing Registration Rights Agreement, dated as of July 25, 2023, by and between

Haymaker and Sponsor and certain other equityholders of Haymaker, pursuant to which, among other things, the Company agreed to register

for resale on Form S-1 or, if available, Form S-3, pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities

Act”), certain securities of the Company that are held by Sponsor.

Under the A&R Registration

Rights Agreement, the Company agreed to indemnify holders of registrable securities and their respective officers, directors and each

person who controls such holders (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses

(including attorneys’ fees) resulting from any untrue or alleged untrue statement, or omission or alleged omission of a material

fact in any registration statement, prospectus or any amendment thereof or supplement thereto pursuant to which such holders sell their

registrable securities, unless such liability arose from such holder’s misstatement or alleged misstatement, or omission or alleged

omission, and such holders agreed to indemnify the Company, its officers and directors and agents and each person who controls the Company

(within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including without limitation

reasonable attorneys’ fees) resulting from any untrue statement of material facts or any omission of a material fact in any registration

statement, prospectus or any amendment thereof or supplement thereto pursuant to which such holders sell their registrable securities.

The foregoing summary of the

A&R Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of

the A&R Registration Rights Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated

herein by reference.

Company Registration Rights Agreement

In addition, in connection

with the closing of the Acquisition Merger, the Company, Dothan Independent and certain members of Suncrete (the “Company Members”)

entered into a Registration Rights Agreement (the “Company Registration Rights Agreement”), pursuant to which certain members

of Suncrete were granted customary registration rights with respect to the Company securities held by such parties following the Closing

of the Business Combination. In certain circumstances, the Company Members can demand the Company’s assistance with underwritten

offerings and block trades, and the Company Members are entitled to certain piggyback registration rights.

Under the Company Registration

Rights Agreement, the Company agreed to indemnify the Company Members and their respective officers, directors and each person who controls

such holders (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including attorneys’

fees) resulting from any untrue or alleged untrue statement, or omission or alleged omission of a material fact in any registration statement,

prospectus or any amendment thereof or supplement thereto pursuant to which such holders sell their registrable securities, unless such

liability arose from such holder’s misstatement or alleged misstatement, or omission or alleged omission, and such holders agreed

to indemnify the Company, its officers and directors and agents and each person who controls the Company (within the meaning of the Securities

Act) against any losses, claims, damages, liabilities and expenses (including without limitation reasonable attorneys’ fees) resulting

from any untrue statement of material facts or any omission of a material fact in any registration statement, prospectus or any amendment

thereof or supplement thereto pursuant to which such holders sell their registrable securities.

The foregoing summary of the

Company Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of

the Company Registration Rights Agreement, a copy of which is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated

herein by reference.

Indemnification of Directors and Officers

Concurrently with the Closing,

the Company entered into indemnification agreements with its directors and executive officers. Each indemnification agreement provides

that, subject to limited exceptions, the Company will indemnify the applicable indemnified person to the fullest extent permitted by law

for claims arising in his or her capacity as a director or officer of the Company, as applicable.

The foregoing description

of the indemnification agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the

indemnification agreements, a form of which is filed as Exhibit 10.16 to this Current Report on Form 8-K and is incorporated herein by

reference.

Forward Purchase Agreement

On April 6, 2026, Haymaker and Pubco entered into

a forward purchase agreement (the “Forward Purchase Agreement”) with each of Harraden Circle Investors, LP (“HCI”),

Harraden Circle Special Opportunities, LP (“HCSO”), Harraden Circle Strategic Investments, LP (“HCSI”) and Harraden

Circle Concentrated, LP (“HCC”) (with HCI, HCSO, HCSI, HCC, collectively as “Seller”) for a prepaid share forward

transaction. Pursuant to the terms of the Forward Purchase Agreement, the Seller has agreed to purchase up to 5,000,000 Shares (as defined

in the Forward Purchase Agreement) in accordance with the terms and conditions therein. The Forward Purchase Agreement provides that the

Seller will be prepaid an aggregate cash amount (the “Prepayment Amount”) equal to the (i) number of Shares, multiplied by

(ii) the per-share redemption price at the closing of the Business Combination (the “Initial Price”). The Seller will be paid

the Prepayment Amount directly from Haymaker’s trust account on the earlier of (a) one (1) business day after the closing of the

Business Combination and (b) the date any assets from the trust account are disbursed in connection with the Business Combination. From

time to time and on any business day on which Nasdaq and commercial banks in the City of New York are open for business (an “Exchange

Business Day”), following the closing of the Business Combination (any such date, an “OET Date”), and subject to the

terms and conditions therein, the Seller shall terminate the Transaction in whole or in part with respect to any number of Shares that

are sold by Seller on such OET Date by giving notice of such termination and the specified number of Shares (such quantity, the “Terminated

Shares”). As of each OET Date, the Company will be entitled to from Seller, and Seller shall pay to Pubco, an amount equal to (a)

the Initial Price multiplied by (b) the Terminated Shares. The Forward Purchase Agreement maturity date will be the earlier of (a) 6 months

after the closing of the Business Combination, or (b) ten Exchange Business Days following the date upon which Pubco, in its sole discretion,

delivers written notice to Seller that Pubco is accelerating the maturity date; provided that such notice will not be effective until

three months after the closing of the Business Combination. In addition, Pubco has the right, in its sole discretion, to extend the maturity

up to two times by three months each time by delivering written notice to Seller at least ten Exchange Business Days in advance of the

then-scheduled maturity date. At maturity, in exchange for the return of the number of remaining Shares under the Forward Purchase Agreement,

the Seller shall retain an amount equal to (i) the number of Shares multiplied by (ii) the Initial Price. The Seller also agreed to waive

any redemption rights with respect to the Shares during the term of the Forward Purchase Agreement.

The foregoing summary of the

Forward Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Forward

Purchase Agreement, which is filed as Exhibit 10.8 to this Current Report on Form 8-K and is incorporated herein by reference.

Credit Agreement Amendments

As previously disclosed, as

of July 29, 2024 and as amended on October 17, 2025, certain of the Company’s subsidiaries are party to a credit agreement (the

“Credit Agreement”) with Bank of America, N.A., as administrative agent and certain lenders party thereto (the “Lenders”)

providing for a fully drawn senior secured first lien term loan facility in the aggregate principal amount of $205 million (the “Term

Loan”) and a $25 million revolving credit facility (the “Revolving Credit Facility”). On March 25, 2026, certain of

the Company’s subsidiaries entered into that certain Consent and Second Amendment to Credit Agreement and First Amendment to Security

and Pledge Agreement (the “Second Amendment,” and the Credit Agreement, as amended by the Second Amendment and the Third Amendment

(as hereinafter defined), the “Amended Credit Agreement” ) to, among other things, to permit the consummation of the Business

Combination and giving effect to the Closing, to add the Company and SPAC as guarantors under the Amended Credit Agreement. On April 7,

2026, certain of the Company’s subsidiaries and, giving effect to the Closing, the Company and SPAC, entered into that certain Limited

Consent and Third Amendment to Credit Agreement (the “Third Amendment”) to, among other things, permit the previously disclosed

prepaid forward agreement with the Closing.

The foregoing summary of the

Second Amendment and the Third Amendment do not purport to be complete and are qualified in their entirety by reference to the full text

of the Second Amendment and the Third Amendment, copies of which are attached as Exhibit 10.19 and 10.20, respectively, to this Current

Report on Form 8-K and are incorporated herein by reference.

Amendment to Schwarz Purchase Agreement

On

March 27, 2026, Eagle Redi-Mix Concrete, LLC (“Eagle Redi-Mix”), an indirect wholly owned subsidiary of the Company, and SRM,

Inc. DBA Schwarz Ready Mix (“Schwarz Ready Mix”), in its capacity as representative of the selling parties, entered into the

First Amendment to the Equity and Asset Purchase and Contribution Agreement (the “Schwarz Purchase Agreement Amendment”),

which amends that certain Equity and Asset Purchase and Contribution Agreement, dated October 17, 2025 (the “Schwarz Purchase Agreement”),

by and among Eagle Redi-Mix, SRM Leasing, LLC, an Oklahoma limited liability company (“Schwarz Leasing”), Schwarz Sand,

LLC an Oklahoma limited liability company (“Schwarz Sand,” and together with Schwarz Ready Mix and Schwarz Leasing, the “Schwarz

Entities”) and the other selling parties named therein. The Schwarz Purchase Agreement Amendment extends the deadline for payment

of any unpaid portion of the Deferred Payment (as defined in the Schwarz Purchase Agreement, and as adjusted pursuant to the Schwarz Purchase

Agreement from March 31, 2026 to June 30, 2026, with an automatic extension to July 31, 2026 in the event payment is not made by June

30, 2026), and provides that if amounts remain unpaid as of July 31, 2026, interest shall accrue on any such unpaid amounts from June

30, 2026 until payment is made.

The foregoing summary of the

Schwarz Purchase Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of

the Schwarz Purchase Agreement Amendment, a copy of which is attached as Exhibit 2.3 to this Current Report on Form 8-K and is incorporated

herein by reference.

Dothan Management Agreement Amendment

Pursuant to the Business Combination

Agreement, on April 8, 2026, the Company entered into an amendment (the “Dothan Management Agreement Amendment”) to that certain

Management and Consulting Agreement, dated as of July 29, 2024, by and between Dothan Concrete Investments Management, LLC (“Dothan

Management”) and Suncrete (the “Dothan Management Agreement”). Among other things, the Dothan Management Agreement Amendment

provides for (i) the assumption of the Dothan Management Agreement by the Company from Suncrete, (ii) payment by the Company to Dothan

Management of diligence and integration fees in the amount of $10 million as the diligence and integration fee in consideration for the

services provided by Dothan Management and its personnel to Suncrete in relation to the Business Combination, and (iii) quarterly consulting

payments by Suncrete to Dothan Management. Dothan Management is an affiliate of the Company, Dothan Independent and SunTx Capital Management

Corp.

The foregoing summary of the

Dothan Management Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of

the Dothan Management Agreement Amendment, a copy of which is attached as Exhibit 10.22 to this Current Report on Form 8-K and is incorporated

herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The disclosure set forth in

the “Introductory Note” above is incorporated into this Item 2.01 by reference. On April 2, 2026, the Business Combination

was approved by the shareholders of Haymaker at an extraordinary general meeting of its shareholders (the “Shareholder Meeting”).

The Business Combination was completed on April 8, 2026. The material terms of the Business Combination are described in greater detail

in the section of the Proxy Statement/Prospectus titled “The Business Combination” beginning on page 121, which information

is incorporated herein by reference.

FORM 10 INFORMATION

Item 2.01(f) of Form 8-K

states that if the predecessor registrant was a shell company, as the Company was immediately before the Business Combination, then the

registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities

on Form 10. Accordingly, the Company is providing the information below that would be included in a Form 10. Please note that unless

the context otherwise requires, all references to the business of the “Company” refer to the business of Concrete Partners

Holding, LLC (doing business as Suncrete), prior to the consummation of the Business Combination, which is the business of the Company

and its subsidiaries following the consummation of the Business Combination.

Forward-Looking Statements

Certain statements contained

in this Current Report on Form 8-K may constitute “forward-looking statements” within the meaning of the Private Securities

Litigation Reform Act of 1995, Section 27A of the Securities Act, and Rule 175 promulgated thereunder, and Section 21E of the Securities

Exchange Act of 1934 (the “Exchange Act”), as amended, and Rule 3b-6 promulgated thereunder, which statements involve inherent

risks and uncertainties.

Examples of forward-looking

statements include, but are not limited to, statements with respect to the expectations, hopes, beliefs, intentions, plans, prospects,

financial results or strategies regarding Suncrete, statements regarding the plans and use of proceeds, future financial condition of

the Company and performance and expected financial impacts of the Business Combination on the Company’s business, and the Company’s

expectations, intentions, strategies, assumptions or beliefs about future events, results of operations or performance that do not solely

relate to historical or current facts. These forward-looking statements generally are identified by the words “believe,” “project,”

“expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,”

“opportunity,” “potential,” “plan,” “may,” “should,” “will,” “would,”

“will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements

are based on assumptions as of the time they are made and are subject to risks, uncertainties and other factors that are difficult to

predict with regard to timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from

anticipated results expressed or implied by such forward-looking statements. Such risks, uncertainties and assumptions, include, but are

not limited to:

· the failure to realize the anticipated benefits of the Business Combination and any transactions contemplated thereby;

· the outcome of any potential legal proceedings that may be instituted against the Company, Suncrete, Haymaker or others following

announcement of the Business Combination;

· the failure of the Company to maintain the listing of its securities on Nasdaq;

· costs related to the Business Combination and as a result of the Company becoming a public company;

· changes in business, market, financial, political and regulatory conditions;

· the ability of the Company to grow and manage growth profitably;

· risks relating to the Company’s anticipated operations and business, including the success of any future acquisitions;

· the Company’s ability to retain its management and key employees;

· the risk that issuances of equity or debt securities, including issuances of equity securities in connection with the Company’s

acquisition strategy, may adversely affect the value of the Company’s common stock and dilute its stockholders;

· the risk that the Company experiences difficulties managing its growth and expanding operations following the consummation of the

Business Combination;

· challenges in implementing the business plan, due to lack of an operating history, operational challenges, significant competition

and regulation; and

· other risks and uncertainties described in this Current Report on Form 8-K, including those under the section entitled “Risk

Factors.”

In addition, there may be

events that the Company’s management is not able to predict accurately or over which the Company has no control.

Business

The business of the Company

is described in the Proxy Statement/Prospectus in the section titled “Information about Suncrete” on page 233, and

such information is incorporated herein by reference.

Risk Factors

The risks associated with

the Company are described in the Proxy Statement/Prospectus in the section titled “Risk Factors” beginning on page

50 of the Proxy Statement/Prospectus, which is incorporated herein by reference.

Financial Information

Information responsive to

Item 2 of Form 10 is set forth in the Management’s Discussion and Analysis of Financial Condition and Results of Operations of Suncrete,

which is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

Quantitative and Qualitative Disclosures about Market Risk

The description of the Company’s

quantitative and qualitative disclosures about market risk is incorporated herein by reference to the Management’s Discussion and

Analysis of Financial Condition and Results of Operations of Suncrete attached hereto as Exhibit 99.3.

Properties

The description of the Company’s

properties is contained in the Proxy Statement/Prospectus in the section titled “Information about Suncrete – Properties,”

on page 243 of the Proxy Statement/Prospectus, which is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth

information regarding the beneficial ownership of shares of Company Common Stock, as of the Closing Date, following the consummation of

the Business Combination, by:

· each person known by the Company to be the beneficial owner of more than 5% of a class of voting securities

on the Closing Date;

· each of the Company’s officers and directors; and

· all executive officers and directors of the Company as a group.

Beneficial ownership is determined

according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses

sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable

within sixty (60) days.

The beneficial ownership of

shares of the Company Common Stock immediately following completion of the Business Combination is based on the following: (i) an aggregate

of 46,879,768 shares of Company Class A Common Stock issued and outstanding immediately following the completion of the Business Combination,

(ii) 23,714,609 shares of Company Class B Common Stock issued and outstanding immediately following the completion of the Business Combination

and (iii) 398,800 Company Warrants of the Company, each whole warrant to become exercisable for one share of common stock.

Name of Beneficial Owners(1)

Shares of

Company Class A

Common Stock

Percentage of

Company Class A

Common Stock

Shares of

Company Class B

Common Stock

Percentage of

Company Class B

Common Stock

Combined

Voting Power(2)

Five Percent Holders of Company

FMR LLC(3)

6,162,009

13.1

%

-

-

2.2

%

Alyeska Master Fund, LP(4)

4,641,097

9.99

%

-

-

1.6

%

Haymaker Sponsor IV LLC(5)

3,639,267

7.7

%

-

-

1.3

%

Dothan Independent GP, LP(6)

398,800

*

5,300,000

22.3

%

18.8

%

Dothan Concrete Investors, LLC(7)

-

-

18,414,609

77.7

%

64.8

%

Eaglesnest Investments, LLC(8)

4,808,790

10.3

%

-

-

1.7

%

Directors and Executive Officers

Randall Edgar(9)

4,808,790

10.3

%

-

-

1.7

%

Ned N. Fleming, III(10)

398,800

*

23,714,609

100.0

%

83.5

%

Andrew R. Heyer(5)

3,639,267

7.8

%

-

-

1.3

%

William Holden(11)

225,605

*

-

-

*

Bretton Johnston

-

-

-

-

-

Mark R. Matteson(12)

-

-

18,414,609

77.7

%

64.8

%

David Rees-Jones

-

-

-

-

-

Tommy Wentroth(13)

449,261

1.0

%

-

-

*

Mark Jones(14)

898,521

1.9

%

-

-

*

All Company directors and executive officers as a group (9 persons)

9,521,723

20.3

%

23,714,609

100.0

%

87.0

%

*

Less than 1% of the outstanding shares.

(1) Unless otherwise noted, the business address

of each of the following entities or individuals is 817 E. 4th Street, Tulsa, Oklahoma 74120.

(2) Represents the voting power with respect to

all shares of Company Class A Common Stock and Company Class B Common Stock outstanding, voting as a single class. Shares of Company Class

A Common Stock are entitled to one vote per share, and shares of Company Class B Common Stock are entitled to 10 votes per share.

(3) These funds and accounts are managed by direct

or indirect subsidiaries of FMR LLC. Abigail P. Johnson is a Director, the Chairman and the Chief Executive Officer of FMR LLC. Members

of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common

shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have

entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the

majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the

shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a

controlling group with respect to FMR LLC. The address of these funds and accounts is 245 Summer Street, Boston, MA 02210.

(4) Consists of (i) 4,141,573 shares of Company

Class A Common Stock and (ii) Pre-Funded Warrants exercisable for up to 2,525,094 shares of Common Stock, subject to a 9.99% beneficial

ownership limitation provision. Alyeska Investment Group, L.P., the investment manager of Alyeska Master Fund, L.P. (“Alyeska”),

has voting and investment control of the shares held by Alyeska. Anand Parekh is the Chief Executive Officer of Alyeska Investment Group,

L.P., and may be deemed to be the beneficial owner of such shares. Mr. Parekh, however, disclaims any beneficial ownership of the shares

held by Alyeska. The registered address of Alyeska Master Fund, L.P. is at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland

House, South Church Street George Town, Grand Cayman, KY1-1104, Cayman Islands. Alyeska Investment Group, L.P. is located at 77 W. Wacker,

Suite 700, Chicago IL 60601.

(5) Consists of (i) 75,000 private placement warrants

and (ii) 3,564,267 shares of Company Class A Common Stock held by Haymaker. Steven J. Heyer and Andrew R. Heyer are managing members of

the Sponsor and have voting and investment discretion with respect to the securities held of record by the Sponsor and may be deemed to

have shared beneficial ownership of the securities held directly by the Sponsor. Each such person disclaims any beneficial ownership of

the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. The principal business

address of Sponsor is 501 Madison Avenue, Floor 5, New York, NY 10022.

(6) Consists of shares of Company Class A Common

Stock issuable upon the exercise of 398,800 Company Warrants and 5,300,000 shares of Company Class B Common Stock. Dothan Sponsor, LLC

(“Dothan Sponsor”) is the general partner of Dothan Independent. Ned N. Fleming, III, the Company’s Executive Chairman,

is the sole manager of Dothan Sponsor. Each of Dothan Sponsor and Mr. Fleming may be deemed to beneficially own securities of Company

held by Dothan Independent. Each such person and entity disclaims beneficial ownership of such securities except to the extent of his

or its pecuniary interest therein. The address for Mr. Fleming, Dothan Sponsor and Dothan Independent is c/o SunTx Capital Management

Corp., 5420 LBJ Freeway, Suite 950, Dallas, Texas 75240.

(7) Dothan Concrete Manager, LLC (“Dothan

Concrete Manager”) is the managing member of Dothan Concrete Investors, LLC (“Dothan Concrete Investors”). The manager

of Dothan Concrete Manager is SunTx Capital Management Corp. (“SunTx Capital Management”). Ned N. Fleming, III, the Company’s

Executive Chairman, is the sole shareholder and director of SunTx Capital Management. Mark R. Matteson, a director of the Company, is

an executive officer of SunTx Capital Management. Each of Dothan Concrete Manager, SunTx Capital Management, Mr. Fleming and Mr. Matteson

may be deemed to beneficially own securities of the Company held by Dothan Concrete Investors. Each such entity and person disclaims beneficial

ownership of such securities except to the extent of its or his pecuniary interest therein. The address of each of Messrs. Fleming and

Matteson, SunTx Capital Management and Dothan Concrete Manager is c/o SunTx Capital Management Corp., 5420 LBJ Freeway, Suite 950, Dallas,

Texas 75240.

(8) Eaglesnest Investments, LLC (“Eaglesnest”)

is controlled by Randall Edgar, the Chief Executive Officer and a director of Company. Mr. Edgar may be deemed to beneficially own securities

of Company held by Eaglesnest. Mr. Edgar disclaims beneficial ownership of such securities except to the extent of his pecuniary interest

therein. The address for Eaglesnest is 405 N Main St. 6E, Tulsa, OK 74103.

(9) Includes shares of Company Class A Common

Stock held by Eaglesnest. See footnote 8 above.

(10) Includes (i) shares of Company Class B Common

Stock held by Dothan Independent and Dothan Concrete Investors and (ii) shares of Company Class A Common Stock issuable upon the exercise

of 398,800 Company Warrants held by Dothan Independent. See footnotes 4 and 5 above.

(11) Consists of 225,606 shares of restricted

Company Class A Common Stock.

(12) Includes shares of Company Class B Common

Stock held by Dothan Concrete Investors. See footnote 7 above.

(13) Consists of 451,211 shares of restricted

Company Class A Common Stock, one-third of such vest on each of December 9, 2027, 2028 and 2029, respectively, subject to continued service

with the Company.

(14) Consists of 898,521 shares of restricted

Company Class A Common Stock one-third of such vest on each of December 9, 2027, 2028 and 2029, respectively, subject to continued service

with the Company.

Directors and Executive Officers

The Company’s directors

and executive officers after the Closing are described in the Proxy Statement/Prospectus in the section titled “Management Following

the Business Combination” on page 266 of the Proxy Statement/Prospectus, which is incorporated herein by reference.

Director and Executive Compensation

Information regarding the

compensation of the named executive officers of the Company before the Business Combination is set forth in the Proxy Statement/Prospectus

in the section titled “Executive Compensation – Suncrete” beginning on page 263 of the Proxy Statement/Prospectus,

which is incorporated herein by reference. Information regarding the compensation of the Company’s board of directors (the “Board”)

before the Business Combination is set forth in the Proxy Statement/Prospectus in the section titled “Executive Compensation — Non-Employee

Director Compensation Program,” beginning on page 264 of the Proxy Statement/Prospectus, which is incorporated herein by reference.

At the Shareholder Meeting

held on April 2, 2026, Haymaker’s shareholders approved the Suncrete, Inc. 2026 Omnibus Incentive Plan (the “2026 Plan”)

and the Suncrete, Inc. Employee Stock Purchase Plan (the “ESPP”), which were previously adopted by the Board. A description

of the material terms of the 2026 Plan is set forth in the section of the Proxy Statement/Prospectus titled “Shareholder Proposal

No. 6 – The 2026 Plan Proposal” beginning on page 192 of the Proxy Statement/Prospectus, which is incorporated herein

by reference, and a description of the material terms of the ESPP is set forth in the section of the Proxy Statement/Prospectus titled

“Shareholder Proposal No. 7 – The ESPP Proposal” beginning on page 201 of the Proxy Statement/Prospectus, which

is incorporated herein by reference

The foregoing description

of the 2026 Plan and the ESPP does not purport to be complete and is qualified in its entirety by reference to the complete text of the

2026 Plan and the ESPP, copies of which are attached as Exhibits 10.9 and 10.10, respectively, to this Current Report on Form 8-K and are

incorporated herein by reference.

The information set forth

in this Current Report on Form 8-K under Item 5.02 is incorporated in this Item 2.01 by reference.

Certain Relationships and Related Transactions, and Director

Independence

Certain relationships and

related person transactions of Haymaker and Suncrete are described in the Proxy Statement/Prospectus in the section titled “Certain

Relationships and Related Person Transactions,” beginning on page 296 of the Proxy Statement/Prospectus, which is incorporated

herein by reference.

Reference is made to the disclosure

regarding director independence in the section of the Proxy Statement/Prospectus titled “Management Following the Business Combination

– Director Independence; Controlled Company Exemption,” beginning on page 269 of the Proxy Statement/Prospectus, which

is incorporated herein by reference.

The information set forth

under “Item 1.01 Entry into a Material Definitive Agreement – Amended and Restated Registration Rights Agreement,”

“Item 1.01 Entry into a Material Definitive Agreement – Company Registration Rights Agreement,” and “Item

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers – Suncrete, Inc. 2026 Omnibus Incentive Plan” of this Current Report on Form 8-K is incorporated into

this Item 2.01 by reference.

The Board has adopted

a written policy for the review, approval and ratification of transactions with related parties. The policy covers transactions between

the Company and any of our executive officers and directors or their respective affiliates, director nominees, 5% or greater security

holders or family members of any of the foregoing.

A related party transaction

is a transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships in which the Company

was or is to be a participant in which the amount involves exceeds $120,000 in the aggregate in any fiscal year, and in which a related

party had or will have a direct or indirect material interest.

Under the policy, the audit

committee of the Board reviews transactions covered by this policy to determine, among other things:

· whether the terms of the transaction are fair to the Company, have resulted from arm’s length negotiations

and are on terms at least as favorable as would apply if the transaction did not involve a related party;

· whether there are demonstrable business reasons for the Company to enter into the transaction;

· whether the transaction is material to the Company;

· the role the related party played in arranging the transaction;

· whether the transaction could impair the independence of a director; and

· the interests of all related parties in the transaction.

A related party transaction

will only be approved or ratified by the audit committee if the audit committee determines that the transaction is beneficial to the Company

and the terms of the transaction are fair to the Company. In addition, under the Company’s Code of Business Conduct and Ethics,

directors and executive officers have an affirmative responsibility to seek determinations and prior authorizations or approvals of potential

conflicts of interest exclusively from the Board.

Legal Proceedings

Reference is made to the disclosure

regarding legal proceedings in the sections of the Proxy Statement/Prospectus titled “Information About Suncrete – Legal

Proceedings” on page 244, which is incorporated herein by reference.

Market Price of and Dividends on the Registrant’s Common

Equity and Related Shareholder Matters

Following the Closing of the

Business Combination, the Company Class A Common Stock began trading on The Nasdaq Global Market under the symbol “RMIX” on

April 9, 2026. The Company has not paid any cash dividends on the Company Common Stock to date.

The Board, in its sole discretion,

will make any determination from time to time with respect to the use of any excess cash accumulated, which may include, among other uses,

the payment of dividends on the Company Common Stock. It is not contemplated that the Company will pay cash dividends for the foreseeable

future.

Recent Sales of Unregistered Securities

The information set forth

in Item 3.02 of this Current Report on Form 8-K is incorporated herein by reference.

Description of Registrant’s Securities to be Registered

The description of the Company’s

securities is contained in the Proxy Statement/Prospectus in the section titled “Description of New Suncrete Securities,”

beginning on page 288 of the Proxy Statement/Prospectus, which is incorporated herein by reference.

Indemnification of Directors and Officers

The description of the indemnification

arrangements with the Company’s directors and officers is contained in Item 1.01 of this Current Report on Form 8-K, which is incorporated

herein by reference.

Financial Statements and Supplementary Data

Reference is made to the disclosure

set forth under Item 9.01 of this Current Report on Form 8-K concerning the Company’s financial statements and supplementary information.

Changes in and Disagreements with Accountants

on Accounting and Financial Disclosure

The information set forth

in Item 4.01 of this Current Report on Form 8-K is incorporated herein by reference.

Financial Statements and Exhibits

Reference is made to the disclosure

set forth under Item 9.01 of this Current Report on Form 8-K concerning the financial information of the Company.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth above in “Introductory

Note” above regarding the PIPE Subscription Agreements and the Exchange Agreement is incorporated herein by reference.

In connection with the Business

Combination, Haymaker and the Company previously entered into subscription agreements (the “Original Subscription Agreements”)

with certain PIPE Investors for an aggregate commitment amount of approximately $105.5 million in shares of Company Class A Common Stock

and, in certain circumstances, Pre-Funded Warrants to purchase Company Class A Common Stock (the “PIPE Investment”). On March

27, 2026, Haymaker and the Company entered into a subscription agreement (the “New Subscription Agreement,” collectively with

the Original Subscription Agreements, the “PIPE Subscription Agreements”) with an additional PIPE Investor for a commitment

amount of $61.6 million, bringing the aggregate total subscription amount of the PIPE Investment to $167.1 million. Haymaker and the Company

also agreed to afford the existing PIPE Investors the benefit of the additional rights set forth in the New Subscription Agreement.

Immediately prior to the Acquisition

Merger Effective Time, the Company issued and sold to certain of the PIPE Investors in a private placement an aggregate of 11,216,667

shares of Company Class A Common Stock and 2,525,094 Pre-Funded Warrants. At the Acquisition Merger Effective Time, the Company issued

and sold to certain of the PIPE Investors in a private placement an aggregate of 6,162,009 shares of Company Class A Common Stock.

The foregoing descriptions

of the Original Subscription Agreements and the New Subscription Agreement do not purport to be complete and are qualified in their entirety

by reference to the full text of the forms thereof, which are attached hereto as Exhibits 10.5 and 10.6, respectively, and are incorporated

herein by reference.

Further, as previously disclosed,

the Company previously entered into the Exchange Agreement with holders of Senior Preferred Units, pursuant to which the Company would

issue an aggregate of 26,000 shares of Series A Preferred Stock to such Senior Preferred Unit holders in exchange for their Senior Preferred

Units. On April 8, 2026, the Exchange occurred immediately prior to the closing of the Acquisition Merger, and the Company issued 26,000

shares of Series A Preferred Stock to the Senior Preferred Unit holders, following the acceptance by the Secretary of State of the State

of Delaware of the Certificate of Designation.

The foregoing description

of the Exchange Agreement and the Certificate of Designation do not purport to be complete and are qualified in their entirety by reference

to the full text of the Exchange Agreement and the Certificate of Designation, which are attached hereto as Exhibits 10.7 and 3.3, respectively,

and are incorporated herein by reference.

The Series A Preferred Stock,

the shares of Company Class A Common Stock issuable upon conversion of the Series A Preferred Stock and the securities issued or issuable

in connection with the PIPE Investment were not or will not be registered under the Securities Act, in reliance on the exemption from

registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

Item 3.03. Material Modification to Rights of Security Holders.

At the Shareholder Meeting,

Haymaker’s shareholders approved an Amended and Restated Certificate of Incorporation of the Company (the “Certificate of

Incorporation”) to replace the Company’s current certificate of formation following the Business Combination. The Certificate

of Incorporation, among other things, increased the total number of authorized shares of the Company’s capital stock to 510,000,000

shares, divided into three classes consisting of (a) 400,000,000 shares of Company Class A Common Stock, (b) 100,000,000 shares of Company

Class B Common Stock, and (c) 10,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Stock”). Subject

to the rights of any Preferred Stock, directors on the Board may only be removed for cause by the affirmative vote of the holders of at

least a majority of the voting power of then-outstanding shares of Company Common Stock entitled to vote in the election of directors;

provided, however, that once no shares of Company Class B Common Stock remain outstanding, any such director or all such directors may

be removed only for cause and only by the affirmative vote of the holders of at least 66-2∕3% in voting power of all the then-outstanding

shares of stock of the Company entitled to vote thereon, voting together as a single class. The terms of the Certificate of Incorporation

are described in greater detail in the Proxy Statement/Prospectus in the sections titled “Shareholder Proposal No. 3 –

The Organizational Documents Proposal” and “Shareholder Proposal No. 4 – The Advisory Organizational Documents

Proposal” beginning on page 176 and page 178, respectively, of the Proxy Statement/Prospectus and are incorporated herein by

reference. The Certificate of Incorporation became effective upon filing with the Secretary of State of the State of Delaware on the Closing

Date.

On the Closing Date, the Board

approved and adopted the Amended and Restated By-Laws of the Company (the “Bylaws”), effective as of the Closing.

Immediately prior to the Acquisition

Merger Effective Time, the Company filed with the Secretary of State of the State of Delaware of the Certificate of Designation. The voting

powers, designations, preferences, limitations, restrictions and relative rights of the Series A Preferred Stock are set forth in the

Certificate of Designation. The terms of the Certificate of Designation are described in greater detail in that certain Supplement to

the Proxy Statement/Prospectus, filed with the SEC on March 27, 2026, which is incorporated herein by reference.

Copies of the Certificate

of Incorporation, the Bylaws and the Series A Certificate of Designation are attached hereto as Exhibit 3.1, Exhibit 3.2 and Exhibit 3.3,

respectively, and are incorporated herein by reference.

Item 4.01 Changes in Registrant’s Certifying

Accountant.

On April 8, 2026, the audit

committee of the Board approved the engagement of Grant Thornton LLP (“Grant Thornton”) as the independent registered public

accounting firm to audit the Company’s consolidated financial statements for the year ending December 31, 2026, subject to the completion

of Grant Thornton’s standard client acceptance procedures, Grant Thornton’s appointment will be effective upon the filing

of the Company’s quarterly report on Form 10-Q for the three months ended March 31, 2026. Grant Thornton served as the independent

registered public accounting firm of Suncrete prior to the Business Combination. Accordingly, WithumSmith+Brown, PC (“Withum”),

the Company’s independent registered public accounting firm prior to the Business Combination, was informed on April 8, 2026 that

it would not be retained to serve as the Company’s independent registered public accounting firm upon the filing of the Company’s

quarterly report on Form 10-Q for the three months ended March 30, 2026. The termination of the engagement of Withum was approved by the

audit committee.

The report of Withum on the

Company’s consolidated financial statements as of and for the year ended December 31, 2025, did not contain an adverse opinion or

a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles, except that such report

contained a paragraph which noted that there was substantial doubt as to the Company’s ability to continue as a going concern because

of the Company’s liquidity condition and subsequent dissolution.

During the period from September

30, 2025 (inception) to December 31, 2025, and the subsequent interim period through April 8, 2026, there were no: (i) disagreements (as

defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with Withum on any matter of accounting principles or practices,

financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Withum would

have caused Withum to make reference thereto in its reports on the consolidated financial statements for such years, or (ii) reportable

events (as described in Item 304 (a)(1)(v) of Regulation S-K).

During the period from September

30, 2025 (inception) to December 31, 2025, and the subsequent interim period through April 8, 2026, neither the Company nor anyone on

the Company’s behalf consulted with Grant Thornton regarding (i) the application of accounting principles to a specified transaction,

either completed or proposed, or the type of audit opinion that might be rendered on the financial statements of the Company, and no written

report or oral advice was provided to the Company by Grant Thornton that Grant Thornton concluded was an important factor considered by

the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the

subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S- K, or a reportable event, as that term is defined

in Item 304(a)(1)(v) of Regulation S-K of the Exchange Act.

The Company provided Withum

with a copy of the foregoing disclosures prior to the filing of this Report and requested that Withum furnish the Company with a letter

addressed to the SEC stating whether it agrees with the statements made by the Company set forth above. A copy of Withum’s letter,

dated April 14, 2026, is attached as Exhibit 16.1 to this Report.

Item 5.01. Changes in Control of Registrant.

Reference is made to the disclosure

in the Proxy Statement/Prospectus in the section titled “Shareholder Proposal No. 1 – The Business Combination Proposals,”

on page 171 which is incorporated herein by reference. Further reference is made to the information contained in Item 2.01 of this Current

Report on Form 8-K, which is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain

Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Directors and Executive Officers

The information set forth

above in the sections titled “Management Following the Business Combination,” “Executive Compensation – Suncrete,”

“Certain Relationships and Related Person Transactions” and “Indemnification of Directors and Officers”

under Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 5.02 by reference.

On April 8, 2026, the Board

appointed Mr. Mark Jones as the Chief Operating Officer of the Company, effective April 8, 2026.

Mr. Jones, age 56, has served

in senior leadership roles at Suncrete since its original founding as Eagle Redi-Mix Concrete in 2008, including Vice President, Executive

Vice President, and President. Mr. Jones has more than 35 years of experience in the construction materials industry, with a background

spanning geotechnical engineering, concrete production, operations management, and executive leadership. Prior to joining Eagle Redi-Mix

Concrete, he served in multiple operational and management roles at Mid-Continent Concrete Company for ten years. At Mid-Continent, Jones’

roles included Quality Control Manager, Operations and Production Manager, General Manager of Material Logistics, and ultimately Vice

President of Mid-Continent Concrete, a role he continued for Mexican cement producer Grupo Cementos de Chihuahua following their acquisition

of Mid-Contient.

There are no arrangements

or understandings between Mr. Jones and any other persons pursuant to which he was selected to serve as the Company’s Chief Operating

Officer. There is no family relationship between Mr. Jones and any director or executive officer of the Company. There are no transactions

between Mr. Jones and the Company that would be required to be reported under Item 404(a) of Regulation S-K of the Exchange Act.

Suncrete, Inc. 2026 Omnibus Incentive Plan

At the Shareholder Meeting

held on April 2, 2026, Haymaker’s shareholders approved the 2026 Plan, which was previously adopted by the Board. A description

of the material terms of the 2026 Plan is set forth in the section of the Proxy Statement/Prospectus titled “Shareholder Proposal

No. 6 – The 2026 Plan Proposal” beginning on page 192 of the Proxy Statement/Prospectus, which is incorporated herein

by reference. That summary and the foregoing description are qualified in their entirety by reference to the complete text of the 2026

Plan, a copy of which is attached as Exhibit 10.9 to this Current Report on Form 8-K and incorporated herein by reference.

Suncrete, Inc. Employee Stock Purchase Plan

At the Shareholder Meeting

held on April 2, 2026, Haymaker’s shareholders approved the ESPP, which was previously adopted by the Board. The ESPP became effective

immediately upon the Closing of the Business Combination. A description of the material terms of the ESPP is set forth in the section

of the Proxy Statement/Prospectus titled “Shareholder Proposal No. 7 – The ESPP Proposal” beginning on page 201

of the Proxy Statement/Prospectus, which is incorporated herein by reference. That summary and the foregoing description are qualified

in their entirety by reference to the complete text of the ESPP, a copy of which is attached as Exhibit 10.10 to this Current Report on

Form 8-K and incorporated herein by reference.

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

in Fiscal Year.

The information set forth

in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

Item 5.05. Amendment to the Registrant’s Code of Ethics, or

Waiver of a Provision of the Code of Ethics.

On the Closing Date, the Board

adopted a Code of Business Conduct and Ethics (the “Code”) applicable to the Company’s employees, officers and directors.

The Company intends to post any legally required disclosures regarding amendments to or any waivers from a provision of the Code on our

website. A copy of the Code can be found on the Company’s Investor Relations website at suncrete.com/investors. The information

contained on the Company’s website shall not be deemed incorporated by reference in any filing under the Securities Act or the Exchange

Act.

The foregoing description

of the Code does not purport to be complete and is qualified in its entirety by reference to the full text of the Code, which is included

as Exhibit 14.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.06. Change in Shell Company Status.

As a result of the Business

Combination, the Company ceased to be a shell company. Reference is made to the disclosure in the Proxy Statement/Prospectus in the section

titled “Shareholder Proposal No. 1 – The Business Combination Proposals” beginning on page 171 of the Proxy Statement/Prospectus,

and such disclosure is incorporated herein by reference. The information contained in Item 2.01 of this Current Report on Form 8-K is

incorporated by reference into this Item 5.06.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses or Funds Acquired.

The consolidated financial

statements of the Company as of December 31, 2025 and for the period from September 30, 2025 (inception) to December 31, 2025, and the

related notes thereto are attached as Exhibit 99.1 hereto and are incorporated herein by reference.

The financial statements of

Concrete Partners Holdings, LLC as of December 31, 2025 and 2024 and for the three year period ended December 31, 2025, and the related

notes thereto are attached as Exhibit 99.2 hereto and are incorporated herein by reference. Also included as Exhibit 99.3 and incorporated

herein by reference is Management’s Discussion and Analysis of Financial Condition and Results of Operations of Concrete Partners

Holdings, LLC for the twelve months ended December 31, 2025.

The consolidated financial

statements of Haymaker Acquisition Corp. 4 as of December 31, 2025 and 2024 and for the two year period ended December 31, 2025, and the

related notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations of Haymaker Acquisition

Corp. 4. for the twelve months ended December 31, 2025 are incorporated herein by reference to Haymaker’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed by Haymaker with the SEC on March 30, 2026.

The consolidated

financial statements of SRM, Inc. dba Schwarz Ready Mix as of October 17, 2025 and for the period from January 1, 2025 to October

17, 2025, and the related notes thereto are attached as Exhibit 99.5 hereto and are incorporated herein by

reference.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed

combined financial information of Suncrete, Haymaker and the Company as of and for the year ended December 31, 2025 is filed as Exhibit

99.4 hereto and is incorporated herein by reference.

(d) Exhibits.

Exhibit

Number

Description of Exhibit

2.1†

Business Combination Agreement (Incorporated by reference to Exhibit 2.1 to Haymaker’s Current Report on Form 8-K/A, filed with the SEC on October 14, 2025).

2.2#

Equity and Asset Purchase and Contribution Agreement, dated October 17, 2025, by and among SRM, Inc., SRM Leasing, LLC, Schwarz Sand, LLC, certain equity holders of SRM, Inc., SRM Leasing, LLC, Schwarz Sand, LLC, certain other transaction beneficiaries and SRM, Inc., in its capacity as a representative of the selling parties (Incorporated by reference to Exhibit 2.2 to the Company’s Amendment No. 2 to the Form S-4, filed with the SEC on February 4, 2026).

2.3*

First Amendment to Equity Asset Purchase and Contribution Agreement, dated March 27, 2026, by and between Eagle Redi-Mix Concrete, LLC and SRM, Inc. DBA Schwarz Ready Mix, in its capacity as representative of the selling parties.

3.1*

Amended and Restated Certificate of Incorporation of Suncrete, Inc.

3.2*

Amended and Restated By-Laws of Suncrete, Inc.

3.3*

Certificate of Designation for the Series A Convertible Perpetual Preferred Stock.

4.1

Warrant Agreement, dated July 25, 2023, by and between Haymaker and Continental Stock Transfer & Trust Company, as Warrant Agent (Incorporated by reference to Exhibit 4.1 to Haymaker’s Current Report on Form 8-K, filed with the SEC on July 31, 2023).

4.2*

Amendment No. 1 to Warrant Agreement, dated April 8, 2026, by and between Haymaker and Continental Stock Transfer & Trust Company.

4.3

Specimen Warrant Certificate (Incorporated by reference to Exhibit 4.3 to Haymaker’s Registration Statement on Form S-1/A (File No. 333-273117), filed with the SEC on July 17, 2023).

10.1*

Amended and Restated Registration Rights Agreement, dated April 8, 2026, by and among the Company and Sponsor.

10.2*

Registration Rights Agreement, dated April 8, 2026, by and among the Company, Dothan Concrete, Dothan Independent and Eaglesnest Investments, LLC.

10.3

Sponsor Support Agreement, dated October 9, 2025, by and among Haymaker, the Company, Suncrete and the other parties signatory thereto (Incorporated by reference to Exhibit 10.2 to Haymaker’s Current Report on Form 8-K, filed with the SEC on October 10, 2025 (as amended on October 14, 2025)).

10.4

Form Company Support Agreement (Incorporated by reference to Exhibit 10.1 to the Haymaker’s Current Report on Form 8-K, filed with the SEC on October 10, 2025 (as amended on October 14, 2025)).

10.5

Form of Subscription Agreement (Incorporated by reference to Exhibit 10.3 to the Haymaker’s Current Report on Form 8-K, filed with the SEC on October 10, 2025 (as amended on October 14, 2025)).

10.6

Form of Subscription Agreement (Incorporated by reference to Exhibit 99.3 to the Company’s Current Report on Form 8-K, filed with the SEC on April 2, 2026).

10.7*#

Securities Exchange Agreement, dated March 26, 2026, by and between the Company, Suncrete and the holders signatory thereto.

10.8

Forward Purchase Agreement, dated April 6, 2026, by and between the Company, Haymaker and Harraden Circle Investors, LP, Harraden Circle Special Opportunities, LP, Harraden Circle Strategic Investments, LP, Harraden Circle Concentrated, LP (Incorporated by reference to Exhibit 10.1 to Haymaker’s Current Report on Form 8-K, filed with the SEC on April 7, 2026).

10.9*+

Suncrete, Inc. 2026 Omnibus Incentive Plan.

10.10*+

Suncrete, Inc. Employee Stock Purchase Plan.

10.11*+

Form of Restricted Stock Award Agreement.

10.12*+

Form of Restricted Stock Unit Agreement.

10.13*+#

Form of Performance Stock Unit Award Agreement (Officers).

10.14*+

Form Restricted Stock Award Agreement (Outside Incentive Plan).

10.15*+

Form Restricted Stock Award Agreement (Heyer).

10.16

Form of Indemnification Agreement (Incorporated by reference to Exhibit 10.11 to the Company’s Amendment No. 2 to the Form S-4, filed with the SEC on February 4, 2026).

10.17#

Credit Agreement, dated July 29, 2024, by and among Concrete Partners, LLC, Concrete Partners Holding, LLC, Eagle Concrete Holdings, LLC, Eagle Redi-Mix Concrete, LLC, RAM Transportation, LLC and Bank of America, N.A., as administrative agent, swingline lender and L/C issuer (Incorporated by reference to Exhibit 10.14 to the Company’s Amendment No. 2 to the Form S-4, filed with the SEC on February 4, 2026).

10.18#

First Amendment and Increase to Credit Agreement, dated October 17, 2025, by and among Concrete Partners, LLC, Concrete Partners Holding, LLC, Eagle Concrete Holdings, LLC, Eagle Redi-Mix Concrete, LLC, RAM Transportation, LLC, Schwarz Sand, LLC and Bank of America, N.A., as administrative agent, swingline lender and L/C issuer (Incorporated by reference to Exhibit 10.15 to the Company’s Amendment No. 2 to the Form S-4, filed with the SEC on February 4, 2026).

10.19*#

Consent and Second Amendment to the Credit Agreement and First Amendment to the Security and Pledge Agreement, dated March 25, 2026, by and among Concrete Partners, LLC, Concrete Partners Holding, LLC, Eagle Concrete Holdings, LLC, Eagle Redi-Mix Concrete, LLC, RAM Transportation, LLC, Schwarz Sand, LLC and Bank of America, N.A., as administrative agent, swingline lender and L/C issuer.

10.20*#

Limited Consent and Third Amendment to Credit Agreement, dated April 7, 2026, by and among Concrete Partners, LLC, Concrete Partners Holding, LLC, Eagle Concrete Holdings, LLC, Eagle Redi-Mix Concrete, LLC, RAM Transportation, LLC, Schwarz Sand, LLC, the Company, Haymaker  and Bank of America, N.A., as administrative agent, swingline lender and L/C issuer.

10.21

Management and Consulting Agreement, dated as of July 29, 2024, by and between Concrete Investments Management, LLC and Suncrete (Incorporated by reference to Exhibit 10.12 to the Company’s Amendment No. 2 to the Form S-4, filed with the SEC on February 4, 2026).

10.22*

Amendment No. 1 to Management and Consulting Agreement, by and among the Company, Suncrete and Dothan Concrete Investments Management, LLC.

14.1*

Suncrete, Inc. Code of Business Conduct and Ethics.

16.1*

Letter from WithumSmith+Brown, PC to the Securities and Exchange Commission, dated April 14, 2026.

21.1*

List of Subsidiaries.

99.1*

Condensed financial statements of Suncrete, Inc. and its subsidiaries for the year ended December 31, 2025, and the noted related thereto.

99.2*

Financial statements of Concrete Partners Holding, LLC for the year ended December 31, 2025, and the notes related thereto.

99.3*

Management’s Discussion and Analysis of Financial Condition and Results of Operations for Concrete Partners Holding, LLC for the twelve months ended December 31, 2025 and 2024.

99.4*

Unaudited pro forma financial statements of Suncrete, Inc.

99.5*

Financial statements of SRM, Inc. dba Schwarz Ready Mix as of October

17, 2025 and for the period from January 1, 2025 to October 17, 2025, and the notes related thereto.

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*

Filed herewith

+

Indicates a management or compensatory plan.

†

Schedules and exhibits to this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby agrees to furnish a copy of any omitted schedules to the SEC upon request.

#

Schedules and exhibits to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrants agree to furnish a copy of any omitted schedules to the SEC upon request. Certain confidential information has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K. Such excluded information is not material and is the type that the Company treats as private or confidential.

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.

HAYMAKER ACQUISITION CORP. 4

Date: April 14, 2026

By:

/s/ Randall Edgar

Name:

Randall Edgar

Title:

Chief Executive Officer

EX-2.3 — EXHIBIT 2.3

EX-2.3

Filename: tm2611641d1_ex2-3.htm · Sequence: 2

Exhibit 2.3

FIRST AMENDMENT TO

EQUITY AND ASSET PURCHASE AND CONTRIBUTION AGREEMENT

This First Amendment to Equity

and Asset Purchase and Contribution Agreement (this “Amendment”), dated as of March 27, 2026 (the “Amendment

Date”), is entered into by and between Eagle Redi-Mix Concrete, LLC, an Oklahoma limited liability company (“Purchaser”)

and SRM, Inc. DBA Schwarz Ready Mix, an Oklahoma corporation, in its capacity as representative of the Selling Parties (defined below)

(“Sellers Representative”). Each of Purchaser and Sellers Representative are sometimes referred to individually

herein as a “Party” and collectively as the “Parties.”

RECITALS:

A. The Parties, together with SRM, Inc. (“Schwarz Ready Mix”) and SRM Leasing,

LLC, an Oklahoma limited liability company (“SRM Leasing” together with Schwarz Ready Mix, each an “Asset

Seller” and, collectively, the “Asset Sellers”), Schwarz Sand, LLC, an Oklahoma limited liability

company (“Schwarz Sand”), each equity holder of the Asset Sellers (each an “Owner”

and, collectively, the “Owners”), each equity holder of Schwarz Sand (collectively, the “SS Sellers”,

together with the Asset Sellers, each a “Seller” and collectively, the “Sellers”),

Charles P. Schwarz, Philip J. Schwarz, Eugene J. Schwarz, Ronald E. Schwarz, George T. Schwarz, and Paul D. Schwarz (together, the “Transaction

Beneficiaries”, and together with the Sellers and the Owners, the “Selling Parties”) entered into

that certain Equity and Asset Purchase and Contribution Agreement, dated as of October 17, 2025 (the “Purchase Agreement”).

B. Pursuant to Section 11.3 of the Purchase Agreement, the Purchase Agreement may be amended, supplemented

or changed, only by written instrument making specific reference to the Purchase Agreement signed by Purchaser and Sellers Representative.

C. The Parties desire to amend the Purchase Agreement as set forth in this Amendment.

NOW, THEREFORE, in

consideration of the premises and the mutual agreements set forth herein, and for other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

1.             Defined

Terms. Capitalized terms used but not otherwise defined herein shall have their respective meanings as set forth in that certain Equity

and Asset Purchase and Contribution Agreement, dated October 17, 2025, by and among Buyer, Selling Parties and the Sellers Representative

(the “Purchase Agreement”).

2.             Amendments

to the Purchase Agreement. Effective as of the date of this Agreement:

(a)            The

penultimate sentence of Section 3.3 of the of the Purchase Agreement is hereby amended and restated as follows:

“If for any reason any portion

of the Deferred Payment, as adjusted pursuant to this Agreement and that certain Project Thunder – Adjustment Statement Agreement

dated March 4, 2026 between Purchaser and Sellers Representative, is not made on or before June 30, 2026, the payment date for

such unpaid portion of the Deferred Payment shall automatically be extended to July 31, 2026, and if such payment is not made on

or prior to July 31, 2026, then such unpaid portion of the Deferred Payment shall, for the period beginning on June 30, 2026

and ending on the date such unpaid portion of the Deferred Payment is paid, accrue simple interest at the rate of twelve percent (12%)

per annum calculated on the basis of a 365 day year.”

(b)            Section 3.8(a) of

the Purchase Agreement is hereby amended by replacing “on March 31, 2026” with “no later than June 30, 2026”.

3.             References.

Each reference to “hereof,” “herein,” “hereunder,” “hereby” and “this Agreement”

set forth in the Purchase Agreement shall, from and after the date of this Amendment, refer to the Purchase Agreement, as amended by this

Amendment. Notwithstanding the foregoing, references to the date of the Purchase Agreement, as amended hereby, shall in all instances

continue to refer to October 17, 2025, and references to “the date hereof” and “the date of this Agreement”

shall continue to refer to October 17, 2025.

4.             Continuing

Effectiveness. Except as expressly modified by this Amendment, the Purchase Agreement and Disclosure Schedules shall continue in full

force and effect.

5.             Counterparts.

This Amendment may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Amendment and

all of which, when taken together, will be deemed to constitute one and the same agreement.

[Signature page follows.]

2

IN WITNESS WHEREOF,

the Parties have caused this Agreement to be duly executed as of the Amendment Date.

PURCHASER:

EAGLE

REDI-MIX CONCRETE, LLC

By:

/s/

Randall Edgar

Name:

Randall Edgar

Title:

Chief Executive Officer

SELLERS

REPRESENTATIVE:

SRM, INC.,

DBA SCHWARZ READY MIX

By:

/s/

Philip J. Schwarz

Name:

Philip J. Schwarz

Title:

President

Signature Page to

First Amendment to the Equity and

Asset Purchase and Contribution Agreement

EX-3.1 — EXHIBIT 3.1

EX-3.1

Filename: tm2611641d1_ex3-1.htm · Sequence: 3

Exhibit 3.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

SUNCRETE, INC.

Suncrete, Inc., a corporation

organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY

CERTIFY AS FOLLOWS:

1. The name of the Corporation

is “Suncrete, Inc.”. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State

of the State of Delaware on September 30, 2025.

2. The Amended and Restated

Certificate of Incorporation of the Corporation in the form attached hereto as Exhibit A (the “Restated Certificate”)

has been duly adopted in accordance with the provisions of Sections 228, 242 and 245 of the DGCL by the board of directors and stockholders

of the Corporation.

3. The Restated Certificate

restates, integrates and amends the provisions of the Certificate Of Incorporation of the Corporation as heretofore amended.

4. The Restated Certificate

so adopted reads in full as set forth in the form attached hereto as Exhibit A and is incorporated herein by this reference.

IN WITNESS WHEREOF, this

Amended and Restated Certificate of Incorporation has been executed by the undersigned duly authorized officer of the Corporation on this

8th day of April.

SUNCRETE, INC.

By:

/s/ Christopher Bradley

Name: Christopher Bradley

Title: Vice President

EXHIBIT A

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

SUNCRETE, INC.

ARTICLE I

NAME

The name of the corporation

is Suncrete, Inc. (the “Corporation”).

ARTICLE II

PURPOSE

The purpose of the Corporation

is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware

(the “DGCL”).

ARTICLE III

REGISTERED AGENT

The street address of the

registered office of the Corporation in the State of Delaware is 108 Lakeland Ave., Dover, Delaware 19901, County of Kent, and the name

of the Corporation’s registered agent at such address is Capitol Services, Inc.

ARTICLE IV

CAPITALIZATION

Section 4.1 Authorized

Capital Stock.

The total number of shares

of capital stock that the Corporation is authorized to issue is 510,000,000 shares, divided into three classes consisting of (a) 400,000,000

shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”); (b) 100,000,000

shares of Class B common stock, par value $0.0001 per share (“Class B Common Stock” and, together

with Class A Common Stock, the “Common Stock”); and (c) 10,000,000 shares of preferred stock, par

value $0.0001 per share (“Preferred Stock”).

The number of authorized shares

of Preferred Stock or either class of Common Stock may be increased or decreased (but not below the number of shares thereof then-outstanding)

by the affirmative vote of the holders of a majority in voting power of the stock of the Corporation entitled to vote thereon irrespective

of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto), and no vote of the holders of either

the Preferred Stock or either class of Common Stock voting separately as a class shall be required therefor, unless a vote of any such

holder is required pursuant to this Certificate (including any certificate of designation relating to any series of Preferred Stock).

Section 4.2 Common

Stock.

(a) Voting Rights.

1. Except as otherwise

provided in this Certificate or otherwise required by applicable law, the holders of shares of Class A Common Stock and Class B

Common Stock shall at all times vote together as one class on all matters (including the election of directors) submitted to a vote or

to be acted on by consent of the stockholders of the Corporation.

2. Each holder of

Class A Common Stock shall be entitled to one vote for each share of Class A Common Stock held as of the applicable record date

on any matter that is submitted to a vote or to be acted on by consent of the stockholders of the Corporation.

3. Except as otherwise

provided in this Certificate or otherwise required by applicable law, each holder of Class B Common Stock shall be entitled to ten

votes for each share of Class B Common Stock held as of the applicable date on any matter that is submitted to a vote or to be acted

on by consent of the stockholders of the Corporation.

(b) Dividends.

Subject to the preferences applicable to any series of Preferred Stock, if any, outstanding at any time, the holders of Class A Common

Stock and the holders of Class B Common Stock shall be entitled to share equally, on a per share basis, in such dividends and other

distributions of cash, property or shares of stock of the Corporation as may be declared by the board of directors of the Corporation

(the “Board”) from time to time with respect to the Common Stock out of assets or funds of the Corporation legally

available therefor; provided, however, that in the event that such dividend is paid in the form of shares of Common Stock or rights to

acquire Common Stock, the holders of Class A Common Stock shall receive Class A Common Stock or rights to acquire Class A

Common Stock, as the case may be, and the holders of Class B Common Stock shall receive Class B Common Stock or rights to acquire

Class B Common Stock, as the case may be. Notwithstanding the foregoing, the Board may pay or make a disparate dividend or distribution

per share of Class A Common Stock or Class B Common Stock (whether in the amount of such dividend or distribution payable per

share, the form in which such dividend or distribution is payable, the timing of the payment, or otherwise) if such disparate dividend

or distribution is approved in advance by the affirmative vote (or written consent) of the holders of a majority of the outstanding shares

of Class A Common Stock and Class B Common Stock, each voting separately as a class.

(c) Liquidation.

Subject to the preferences applicable to any series of Preferred Stock, if any, outstanding at any time, in the event of the voluntary

or involuntary liquidation, dissolution, distribution of assets or winding up of the Corporation, all assets of the Corporation of whatever

kind available for distribution to the holders of Common Stock shall be divided among and paid ratably to the holders of the Class A

Common Stock and the Class B Common Stock treated as a single class unless disparate or different treatment of the shares of each

such class with respect to distributions upon any such liquidation, dissolution, distribution of assets or winding up is approved in advance

by the affirmative vote (or written consent) of the holders of a majority of the outstanding shares of Class A Common Stock and Class B

Common Stock, each voting separately as a class.

(d) Subdivision or

Combination. If the Corporation in any manner subdivides or combines the outstanding shares of one class of Common Stock, the outstanding

shares of the other class of Common Stock will be subdivided or combined in the same manner; provided, however, that shares of one such

class of Common Stock may be subdivided or combined in a different or disproportionate manner if such subdivision or combination is approved

in advance by the affirmative vote (or written consent) of the holders of a majority of the outstanding shares of Class A Common

Stock and Class B Common Stock, each voting separately as a class.

(e) Equal Status.

Except as expressly provided in this Article IV, Class A Common Stock and Class B Common Stock shall have the same rights

and privileges and rank equally (including as to dividends and distributions, and upon any liquidation, dissolution, distribution of assets

or winding up of the Corporation), share ratably and be identical in all respects as to all matters.

(f) Conversion of

Class B Common Stock.

1. Voluntary

Conversion. Each share of Class B Common Stock shall be convertible into one fully paid and nonassessable share of Class A

Common Stock at the option of the holder thereof. Before any holder of Class B Common Stock shall be entitled voluntarily to convert

any shares of such Class B Common Stock, such holder shall surrender the certificate or certificates therefor (if any), duly endorsed,

at the principal corporate office of the Corporation or of any transfer agent for the Class B Common Stock, and shall give written

notice to the Corporation at its principal corporate office of the election to convert the same and shall state therein the name or names

(a) in which the certificate or certificates representing the shares of Class A Common Stock into which the shares of Class B

Common Stock are so converted are to be issued if such shares are certificated or (b) in which such shares are to be registered in

book entry if such shares are uncertificated. The Corporation shall, as soon as practicable thereafter, issue and deliver at such office

to such holder of Class B Common Stock, or to the nominee or nominees of such holder, a certificate or certificates representing

the number of shares of Class A Common Stock to which such holder shall be entitled as aforesaid (if such shares are certificated)

or, if such shares are uncertificated, register such shares in book-entry form. Such conversion shall be deemed to have been made immediately

prior to the close of business on the date of such surrender of the shares of Class B Common Stock to be converted following or contemporaneously

with the written notice of such holder’s election to convert, and the person or persons entitled to receive the shares of Class A

Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Class A

Common Stock as of such date. Each share of Class B Common Stock that is converted pursuant to this Section 4.2(f)(1) shall

be retired by the Corporation and shall not be available for reissuance.

2. Automatic

Conversion. (a) Each share of Class B Common Stock shall automatically, without further action by the holder thereof, be

converted into one fully paid and nonassessable share of Class A Common Stock upon the occurrence of a Transfer (as defined below),

other than a Permitted Transfer (as defined below), of such share of Class B Common Stock, and (b) all shares of Class B

Common Stock shall automatically, without further action by any holder thereof, be converted into an identical number of shares of fully

paid and nonassessable Class A Common Stock upon the affirmative vote (or written consent) of the holders of a majority of the then-outstanding

shares Class B Common Stock, voting as a separate class (the occurrence of an event described in clause (a) or (b) of this

Section 4.2(f)(2), a “Conversion Event”). Each outstanding stock certificate that, immediately prior

to a Conversion Event, represented one or more shares of Class B Common Stock subject to such Conversion Event shall, upon such Conversion

Event, be deemed to represent an equal number of shares of Class A Common Stock, without the need for surrender or exchange thereof.

The Corporation, or any transfer agent of the Corporation, shall, upon the request of any holder whose shares of Class B Common Stock

have been converted into shares of Class A Common Stock as a result of a Conversion Event and upon surrender by such holder to the

Corporation of the outstanding certificate(s) formerly representing such holder’s shares of Class B Common Stock (if any),

issue and deliver to such holder certificate(s) representing the shares of Class A Common Stock into which such holder’s

shares of Class B Common Stock were converted as a result of such Conversion Event (if such shares are certificated) or, if such

shares are uncertificated, register such shares in book-entry form. Each share of Class B Common Stock that is converted pursuant

to this Section 4.2(f)(2) shall thereupon be retired by the Corporation and shall not be available for reissuance.

3. The Corporation

may, from time to time, establish such policies and procedures, not in violation of applicable law or the other provisions of this Certificate,

relating to the conversion of the Class B Common Stock into Class A Common Stock, as it may deem necessary or advisable in connection

therewith. If the Corporation has a reasonable basis to believe that a Transfer giving rise to a conversion of shares of Class B

Common Stock into Class A Common Stock has occurred but has not theretofore been reflected on the books of the Corporation, the Corporation

may request in writing that the holder of such shares furnish affidavits or other reasonable evidence to the Corporation as the Corporation

deems necessary to determine whether a conversion of shares of Class B Common Stock to Class A Common Stock has occurred and

if such holder does not, within thirty days after receipt of such written request, furnish reasonable evidence to the Corporation to enable

the Corporation to determine that no such conversion has occurred, any such shares of Class B Common Stock, to the extent not previously

converted, shall be automatically converted into shares of Class A Common Stock and the same shall thereupon be registered on the

books and records of the Corporation. In connection with any action of stockholders taken at a meeting or by written consent, the stock

ledger of the Corporation shall be presumptive evidence as to who are the stockholders entitled to vote in person or by proxy at any meeting

of stockholders or in connection with any such written consent and the class or classes or series of shares held by each such stockholder

and the number of shares of each class or classes or series held by such stockholder.

4. Reservation

of Stock. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Class A

Common Stock, solely for the purpose of effecting the conversion of the shares of Class B Common Stock, such number of shares of

Class A Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Class B

Common Stock into shares of Class A Common Stock.

5. Protective

Provisions. The Corporation shall not, whether by merger, consolidation, conversion or otherwise, amend, alter, repeal or waive this

Section 4.2 (or adopt any provision inconsistent therewith) or effect any reclassification of the shares of Class A Common

Stock or Class B Common Stock, unless such action is first approved by the affirmative vote (or written consent) of the holders of

a majority of the then-outstanding shares of Class B Common Stock, voting as a separate class, in addition to any other vote required

by applicable law, this Certificate or the Bylaws (as defined in Article V), and, to the fullest extent permitted by law, the holders

of Class A Common Stock shall have no right to vote thereon.

(g) Definitions.

For purposes of this Article IV:

1. “Affiliate”

shall mean, with respect to any Person, any Person directly or indirectly controlling, controlled by or under common control with such

Person, and shall include any principal, managing member, director, general partner, officer, employee or other representative of any

of the foregoing (other than the Corporation and any entity that is controlled by the Corporation).

2. “control”

(including the terms “controlled by” and “under common control with”), with respect to the relationship between

or among two or more Persons, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the

affairs or management of a Person, whether through the ownership of voting securities, by contract or otherwise.

3. “Family

Member” shall mean, with respect to any Class B Stockholder, (x) the spouse, and any parent, child, sibling, parent-in-law

or child-in-law of such stockholder, (y) any individual who shares a home (other than a domestic employee) with such stockholder

or (z) any lineal descendent (including by adoption) of any of the foregoing individuals.

4. “Permitted

Transfer” shall mean a Transfer by a holder of Class B Common Stock to any of the persons or entities listed below

(each, a “Permitted Transferee”) and from any such Permitted Transferee back to such holder of Class B

Common Stock and/or any other Permitted Transferee established by or for such holder of Class B Common Stock:

(A) a broker

or other nominee; provided that the transferor retains (1) Voting Control, (2) control over the disposition of such shares,

and (3) the economic consequences of ownership of such shares;

(B) by a holder

of Class B Common Stock who is a natural person to any of the following Permitted Transferees:

(1) a trust for

the benefit of such holder or other persons so long as the holder (either alone or with any Family Member of such holder) retains: (i) Voting

Control, (ii) control over the disposition of such shares, and (iii) such Transfer does not involve any payment of cash, securities,

property or other consideration (other than an interest in such trust) to the holder; provided that in the event such holder (either alone

or with any Family Member of such holder) no longer retains Voting Control and control over the disposition of the shares of Class B

Common Stock held by such trust, each share of Class B Common Stock then held by such trust shall automatically convert into one

(1) fully paid and nonassessable share of Class A Common Stock;

(2) a Family

Member; provided such Transfer does not involve any payment of cash, securities, property or other consideration to the holder;

(3) a trust under

the terms of which such holder has retained a “qualified interest” within the meaning of Section 2702(b)(1) of the

Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and/or a reversionary interest so long

as the holder (either alone or with any Family Member of such holder) retains Voting Control and control over the disposition of the shares

of Class B Common Stock held by such trust; provided, however, that in the event the holder (either alone or with any Family Member

of such holder) no longer retains Voting Control and control over the disposition of the shares of Class B Common Stock held by such

trust, each share of Class B Common Stock then held by such trust shall automatically convert into one (1) fully paid and nonassessable

share of Class A Common Stock;

(4) an Individual

Retirement Account, as defined in Section 408(a) of the Internal Revenue Code, or a pension, profit sharing, stock bonus or

other type of plan or trust of which such holder is a participant or beneficiary and which satisfies the requirements for qualification

under Section 401 of the Internal Revenue Code; provided that in each case such holder (either alone or with any Family Member of

such holder) retains Voting Control and control over the disposition of the shares of Class B Common Stock held in such account,

plan or trust, and provided, further, that in the event the holder (either alone or with any Family Member of such holder) no longer retains

Voting Control and control over the disposition of the shares of Class B Common Stock held by such account, plan or trust, each share

of Class B Common Stock then held by such trust shall automatically convert into one (1) fully paid and nonassessable share

of Class A Common Stock;

(5) a corporation,

partnership or limited liability company in which such holder (either alone or with any Family Member of such holder) directly, or indirectly

through one or more Permitted Transferees, owns shares, partnership interests or membership interests, as applicable, with sufficient

Voting Control in the corporation, partnership or limited liability company, as applicable, or otherwise has legally enforceable rights,

such that the holder (either alone or with any Family Member of such holder) retains Voting Control and control over the disposition of

the shares of Class B Common Stock held by such corporation, partnership or limited liability company; provided that in the event

the holder (either alone or with any Family Member of such holder) no longer owns sufficient shares, partnership interests or membership

interests, as applicable, or no longer has sufficient legally enforceable rights to ensure the holder (either alone or with any Family

Member of such holder) retains Voting Control and control over the disposition of the shares of Class B Common Stock held by such

corporation, partnership or limited liability company, as applicable, each share of Class B Common Stock then held by such corporation,

partnership or limited liability company, as applicable, shall automatically convert into one (1) fully paid and nonassessable share

of Class A Common Stock.

(C) a SunTx

Permitted Holder; and

(D) any Person

approved by SunTx.

5. “Person”

shall mean any individual, corporation, limited liability company, limited or general partnership, joint venture, association, joint-stock

company, trust, unincorporated organization or other entity, whether domestic or foreign.

6. “SunTx

Permitted Holder” shall mean SunTx Capital Management Corp. (“SunTx”) and its Affiliates.

7. “Transfer”

(including the term “Transferred”) of a share of Class B Common Stock shall mean, directly or indirectly,

any sale, assignment, transfer, conveyance, hypothecation or other transfer or disposition of such share or any legal or beneficial interest

in such share, whether or not for value and whether voluntary or involuntary or by operation of law (including by merger, consolidation

or otherwise), including, without limitation, the transfer of, or entering into a binding agreement with respect to, Voting Control over

such share, by proxy or otherwise. Notwithstanding the foregoing, the following shall not be considered a “Transfer” within

the meaning of this Article IV:

(i) the granting

by a stockholder of a proxy to (y) officers or directors of the Corporation at the request of the Board, or (z) a representative

of such stockholder, in connection with actions to be taken at an annual or special meeting of stockholders or in connection with any

action by written consent of the stockholders;

(ii) the pledge

of shares of Class B Common Stock by a stockholder that creates a mere security interest in such shares pursuant to a bona fide loan

or indebtedness transaction for so long as such stockholder continues to exercise Voting Control over such pledged shares; provided, however,

that a foreclosure on such shares or other similar action by the pledgee shall constitute a “Transfer” unless such foreclosure

or similar action qualifies as a “Permitted Transfer” at such time; or

(iii) any change

in the trustees or the Person(s) acting as a fiduciary with respect to a SunTx Permitted Holder having or exercising Voting Control

over shares of Class B Common Stock of a SunTx Permitted Holder; provided that following such change such SunTx Permitted Holder

continues to be a Permitted Holder.

8. “Voting

Control” shall mean, with respect to a share of Class B Common Stock, the power (whether exclusive or shared) to vote

or direct the voting of such share by proxy, voting agreement or otherwise.

Section 4.3 Preferred

Stock.

(a) Shares of Preferred

Stock may be issued in one or more series from time to time, with each such series to consist of such number of shares and to have such

voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other

special rights, and the qualifications, limitations or restrictions thereof, as shall be stated in the resolution or resolutions providing

for the issuance of such series adopted by the Board and included in a certificate of designations (a “Preferred Stock Designation”)

filed pursuant to the DGCL, and the Board is hereby expressly vested with the authority, to the full extent now or hereafter provided

by law, to adopt any such resolution or resolutions. The authority of the Board with respect to each series of Preferred Stock shall include,

but not be limited to, determination of the following:

1. the number of

shares constituting that series and the distinctive designation of that series;

2. the dividend

rate or rates on the shares of that series, the terms and conditions upon which and the periods in respect of which dividends shall be

payable, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights of priority, if any, of

payment of dividends on shares of that series;

3. whether that

series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;

4. whether that

series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of

the conversion rate in such events as the Board shall determine;

5. whether or not

the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon

or after which they shall be redeemable, and the amount per share payable in the event of redemption, which amount may vary under different

conditions and at different redemption dates;

6. whether that

series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking

fund;

7. the rights of

the shares of that series in the event of voluntary or involuntary liquidation, distribution of assets, dissolution or winding up of the

corporation, and the relative rights of priority, if any, of payment of shares of that series; and

8. any other relative

rights, powers, and preferences, and the qualifications, limitations and restrictions thereof, of that series.

(b) Except as otherwise

required by law, holders of Common Stock shall not be entitled to vote on any amendment to this Certificate (including any certificate

of designation relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred

Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series,

to vote thereon pursuant to this Certificate (including any certificate of designation relating to any series of Preferred Stock) or pursuant

to the DGCL.

(c) Except as otherwise

required by law, holders of any series of Preferred Stock shall be entitled to only such voting rights, if any, as shall expressly be

granted thereto by this Certificate (including any certificate of designation relating to such series of Preferred Stock).

ARTICLE V

AMENDMENT OF THE CERTIFICATE OF INCORPORATION AND

BYLAWS

Section 5.1 Notwithstanding

anything contained in this Certificate to the contrary, once no shares of Class B Common Stock remain outstanding, the following

provisions in this Certificate may be amended, altered, repealed or rescinded, in whole or in part, or any provision inconsistent therewith

or herewith may be adopted, only by the affirmative vote of the holders of at least 66 2⁄3% in voting power of all the then-outstanding

shares of stock of the Corporation entitled to vote thereon, voting together as a single class: this Article V, Article VI,

Article VII, Article VIII, Article IX, Article X and Article XI. For the purposes of this Certificate, beneficial

ownership of shares shall be determined in accordance with Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended

(the “Exchange Act”) (except, for the avoidance of doubt, holders of Class B Common Stock will not be deemed

to be beneficial owners of Class A Common Stock).

Section 5.2 The Board

is expressly authorized to make, repeal, alter, amend and rescind, in whole or in part, the amended and restated bylaws of the Corporation

(as in effect from time to time, the “Bylaws”) without the assent or vote of the stockholders. For so long as

shares of Class B Common Stock remain outstanding, the affirmative vote of the holders of a majority in voting power of all the then-outstanding

shares of stock of the Corporation entitled to vote thereon, voting together as a single class, shall be required in order for the stockholders

of the Corporation to alter, amend, repeal or rescind, in whole or in part, any provision of the Bylaws or to adopt any provision inconsistent

therewith. Notwithstanding anything to the contrary contained in this Certificate or any provision of law which might otherwise permit

a lesser vote of the stockholders, once no shares of Class B Common Stock remain outstanding, in addition to any vote of the holders

of any class or series of capital stock of the Corporation required herein (including any certificate of designation relating to any series

of Preferred Stock), the Bylaws or applicable law, the affirmative vote of the holders of at least 66 2⁄3% in voting power of all

the then-outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class, shall be required

in order for the stockholders of the Corporation to alter, amend, repeal or rescind, in whole or in part, any provision of the Bylaws

or to adopt any provision inconsistent therewith.

ARTICLE VI

BOARD OF DIRECTORS

Section 6.1 Number,

Election and Term.

(a) The number of directors

constituting the Board shall be not fewer than one (1) and not more than fifteen (15). Subject to the previous sentence, the precise

number of directors, other than those who may be elected by the holders of one or more series of Preferred Stock voting separately by

class or series, shall be fixed from time to time exclusively pursuant to a resolution adopted by the Board.

(b) Subject to Section 6.4,

the directors shall be divided with respect to the time for which they hold office into three classes, as nearly equal in number as possible

and designated Class I (the “Class I Directors”), Class II (the “Class II Directors”)

and Class III (the “Class III Directors”). The initial division of the Board into classes shall be

made by the Board. The term of the initial Class I Directors shall expire at the first annual meeting of stockholders of the Corporation

following the filing of this Certificate; the term of the initial Class II Directors shall expire at the second annual meeting of

stockholders following the filing of this Certificate; and the term of the initial Class III Directors shall expire at the third

annual meeting of stockholders following the filing of this Certificate. At each annual meeting of stockholders beginning with the first

annual meeting of stockholders following the filing of this Certificate, successors to the class of directors whose term expires at that

annual meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders to be held in the third year

following the year of their election. Subject to Section 6.4, if the number of directors is changed, any increase or decrease

shall be apportioned by the Board among the classes so as to maintain the number of directors in each class as nearly equal as possible,

but in no case will a decrease in the number of directors shorten the term of any incumbent director.

(c) Subject to Section 6.4,

a director shall hold office until the annual meeting for the year in which his or her term expires and until his or her successor has

been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal.

(d) Unless and except

to the extent that the By-Laws shall so require, the election of directors need not be by written ballot.

Section 6.2 Newly

Created Directorships and Vacancies.

Subject to Section 6.4,

newly created directorships resulting from an increase in the number of directors and any vacancies on the Board resulting from death,

resignation, retirement, disqualification, removal or other cause may be filled by a majority vote of the directors then in office, even

if less than a quorum, or by a sole remaining director or by the stockholders; provided, however, that once no shares of Class B

Common Stock remain outstanding, any newly created directorships resulting from an increase in the number of directors and any vacancies

on the Board resulting from death, resignation, retirement, disqualification, removal or other cause may be filled solely by a majority

vote of the directors then in office, even if less than a quorum, or by a sole remaining director (and not by the stockholders). Any director

so chosen shall hold office for the remainder of the full term of the class of directors to which the new directorship was added or in

which the vacancy occurred and until his or her successor has been elected and qualified, subject, however, to such director’s earlier

death, resignation, retirement, disqualification or removal.

Section 6.3 Removal.

Subject to Section 6.4,

any or all of the directors may be removed from office at any time either with or without cause by the affirmative vote of a majority

in voting power of all outstanding shares of stock of the Corporation entitled to vote thereon, voting as a single class; provided, however,

that once no shares of Class B Common Stock remain outstanding, any such director or all such directors may be removed only for cause

and only by the affirmative vote of the holders of at least 66 2⁄3% in voting power of all the then-outstanding shares of stock

of the Corporation entitled to vote thereon, voting together as a single class.

Section 6.4 Preferred

Stock - Directors.

Notwithstanding any other

provision of this Article VI, and except as otherwise required by law, whenever the holders of one or more series of Preferred Stock

shall have the right, voting separately by class or series, to elect one or more directors, the term of office, the filling of vacancies,

the removal from office and other features of such directorships shall be governed by the terms of such series of Preferred Stock as set

forth in this Certificate (including any Preferred Stock Designation) and such directors shall not be included in any of the classes created

pursuant to this Article VI unless expressly provided by such terms.

ARTICLE VII

CONSENT OF STOCKHOLDERS IN LIEU OF MEETING; SPECIAL

MEETINGS OF STOCKHOLDERS

Section 7.1 Consent

of Stockholders in Lieu of Meeting.

For as long as shares of Class B

Common Stock remain outstanding, any action required or permitted to be taken at any annual or special meeting of stockholders of the

Corporation may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth

the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be

necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall

be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an

officer or agent of the Corporation having custody of the books in which proceedings of meetings of stockholders are recorded. Delivery

made to the Corporation’s registered office shall be made by hand, overnight courier or by certified or registered mail, return

receipt requested. Once no shares of Class B Common Stock remain outstanding, any action required or permitted to be taken by the

stockholders of the Corporation must be effected at a duly called annual or special meeting of such holders and may not be effected by

any consent in writing by such holders; provided, however, that any action required or permitted to be taken by the holders of Preferred

Stock, voting separately as a series or separately as a class with one or more other such series, may be taken without a meeting, without

prior notice and without a vote, to the extent expressly so provided by the applicable certificate of designation relating to such series

of Preferred Stock.

Section 7.2 Special

Meetings of Stockholders.

Except as otherwise required

by law or the terms of any one or more series of Preferred Stock, special meetings of stockholders of the Corporation may be called only

by the Chairman of the Board, Chief Executive Officer, or the Board; provided, however, that special meetings of the stockholders of the

Corporation for any purpose or purposes shall also be called at the request of the holders of 25% of the Class B Common Stock. The

ability of holders of Class A Common Stock to call a special meeting is hereby specifically denied.

ARTICLE VIII

LIMITATION OF DIRECTOR AND OFFICER LIABILITY; INDEMNIFICATION

AND ADVANCEMENT OF EXPENSES

Section 8.1 Limitation

of Director and Officer Liability.

To the fullest extent that

the DGCL or any other law of the State of Delaware as the same exists or is hereafter amended permits the limitation or elimination of

the liability of directors or officers, no person who is or was a director or officer of the Corporation shall be personally liable to

the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director or officer. Any repeal or amendment

of this Section 8.1 by the stockholders of the Corporation or by changes in law, or the adoption of any other provision of

this Certificate inconsistent with this Section 8.1 will, unless otherwise required by law, be prospective only (except to

the extent such amendment or change in law permits the Corporation to further limit or eliminate the liability of directors or officers)

and shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of such repeal

or amendment or adoption of such inconsistent provision with respect to acts or omissions occurring prior to such repeal or amendment

or adoption of such inconsistent provision. If the DGCL is hereafter amended to authorize the further elimination or limitation of the

liability of directors or officers, then the liability of directors and officers of the Corporation shall be eliminated or limited to

the fullest extent authorized by the DGCL as so amended.

Section 8.2 Indemnification

and Advancement of Expenses.

(a) To the fullest extent

permitted by applicable law, as the same exists or may hereafter be amended, the Corporation shall indemnify and hold harmless each person

who is or was made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action,

suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the

fact that he or she is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving

at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture,

trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (an “indemnitee”),

whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, or in any other

capacity while serving as a director, officer, employee or agent, against all expenses, liability and loss (including, without limitation,

attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) reasonably incurred or suffered

by such indemnitee in connection with such proceeding. The right to indemnification conferred by this Section 8.2 shall include

the right to be paid by the Corporation the expenses incurred in defending or otherwise participating in any such proceeding in advance

of its final disposition; provided, however, that, if the DGCL requires, an advancement of expenses shall be made only upon delivery to

the Corporation of an undertaking, by or on behalf of the indemnitee, to repay all amounts so advanced if it shall ultimately be determined

by final judicial decision from which there is no further right to appeal that the indemnitee is not entitled to be indemnified for the

expenses under this Section 8.2 or otherwise. The rights to indemnification and advancement of expenses conferred by this

Section 8.2 shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer,

employee or agent and shall inure to the benefit of his or her heirs, executors and administrators. Notwithstanding the foregoing provisions

of this Section 8.2, except for proceedings to enforce rights to indemnification and advancement of expenses, the Corporation

shall indemnify and advance expenses to an indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only

if such proceeding (or part thereof) was authorized by the Board.

(b) The rights to indemnification

and advancement of expenses conferred on any indemnitee by this Section 8.2 shall not be exclusive of any other rights that

any indemnitee may have or hereafter acquire under law, this Certificate, the By-Laws, an agreement, vote of stockholders or disinterested

directors, or otherwise.

(c) Any repeal or amendment

of this Section 8.2 by the stockholders of the Corporation or by changes in law, or the adoption of any other provision of

this Certificate inconsistent with this Section 8.2, shall, unless otherwise required by law, be prospective only (except

to the extent such amendment or change in law permits the Corporation to provide broader indemnification rights on a retroactive basis

than permitted prior thereto), and shall not in any way diminish or adversely affect any right or protection existing at the time of such

repeal or amendment or adoption of such inconsistent provision in respect of any act or omission occurring prior to such repeal or amendment

or adoption of such inconsistent provision.

(d) This Section 8.2

shall not limit the right of the Corporation, to the extent and in the manner authorized or permitted by law, to indemnify and to advance

expenses to persons other than indemnitees.

ARTICLE IX

COMPETITION AND CORPORATE OPPORTUNITIES

Section 9.1 In recognition

and anticipation that (i) certain directors, principals, members, officers, associated funds, employees and/or other representatives

of SunTx and its Affiliates (as defined below) may serve as directors, officers or agents of the Corporation, (ii) SunTx and its

Affiliates may now engage and may continue to engage in the same or similar activities or related lines of business as those in which

the Corporation, directly or indirectly, may engage and/or other business activities that overlap with or compete with those in which

the Corporation, directly or indirectly, may engage, and (iii) members of the Board who are not employees of the Corporation (“Non-Employee

Directors”) and their respective Affiliates may now engage and may continue to engage in the same or similar activities

or related lines of business as those in which the Corporation, directly or indirectly, may engage and/or other business activities that

overlap with or compete with those in which the Corporation, directly or indirectly, may engage, the provisions of this Article IX

are set forth to regulate and define the conduct of certain affairs of the Corporation with respect to certain classes or categories of

business opportunities as they may involve any of SunTx, the Non-Employee Directors or their respective Affiliates and the powers, rights,

duties and liabilities of the Corporation and its directors, officers and stockholders in connection therewith.

Section 9.2 None of (i) SunTx

or any of its Affiliates or (ii) any Non-Employee Director or his or her Affiliates (the Persons (as defined below) identified in

(i) and (ii) above being referred to, collectively, as “Identified Persons” and, individually, as

an “Identified Person”) shall, to the fullest extent permitted by law, have any duty to refrain from directly

or indirectly (1) engaging in the same or similar business activities or lines of business in which the Corporation or any of its

Affiliates now engages or proposes to engage or (2) otherwise competing with the Corporation or any of its Affiliates, and, to the

fullest extent permitted by law, no Identified Person shall be liable to the Corporation or its stockholders or to any Affiliate of the

Corporation for breach of any fiduciary duty solely by reason of the fact that such Identified Person engages in any such activities.

To the fullest extent permitted by law, the Corporation hereby renounces any interest or expectancy in, or right to be offered an opportunity

to participate in, any business opportunity which may be a corporate opportunity for an Identified Person and the Corporation or any of

its Affiliates. In the event that any Identified Person acquires knowledge of a potential transaction or other matter or business opportunity

which may be a corporate opportunity for itself, herself or himself and the Corporation or any of its Affiliates, such Identified Person

shall, to the fullest extent permitted by law, have no fiduciary duty or other duty (contractual or otherwise) to communicate, present

or offer such transaction or other business opportunity to the Corporation or any of its Affiliates and, to the fullest extent permitted

by law, shall not be liable to the Corporation or its stockholders or to any Affiliate of the Corporation for breach of any fiduciary

duty or other duty (contractual or otherwise) as a stockholder, director or officer of the Corporation solely by reason of the fact that

such Identified Person pursues or acquires such corporate opportunity for itself, herself or himself, offers or directs such corporate

opportunity to another Person, or does not present such corporate opportunity to the Corporation or any of its Affiliates.

Section 9.3 The Corporation

and its Affiliates do not have any rights in and to the business ventures of any Identified Person, or the income or profits derived therefrom,

and the Corporation agrees that each of the Identified Persons may do business with any potential or actual customer or supplier of the

Corporation or may employ or otherwise engage any officer or employee of the Corporation.

Section 9.4 In addition

to and notwithstanding the foregoing provisions of this Article IX, a corporate opportunity shall not be deemed to be a potential

corporate opportunity for the Corporation if it is a business opportunity that (i) the Corporation is financially, legally or contractually

prevented from undertaking, (ii) from its nature, is not in the line of the Corporation’s business or is of no practical advantage

to the Corporation or (iii) is one in which the Corporation has no interest or reasonable expectancy.

Section 9.5. To the extent

a court might hold that the conduct of any activity related to a corporate opportunity that is renounced in this Article IX to be

a breach of duty to the Corporation or its stockholders, the Corporation hereby waives, to the fullest extent permitted by applicable

law, any and all claims and causes of action that the Corporation may have for such activities. To the fullest extent permitted by applicable

law, the provisions of this Article IX apply equally to activities conducted in the future and that have been conducted in the past.

Section 9.6 For purposes

of this Article IX, (i) “Affiliate” shall mean (a) in respect of SunTx, any Person that, directly

or indirectly, is controlled by SunTx, controls SunTx or is under common control with SunTx and shall include any principal, member, director,

partner, stockholder, officer, employee or other representative of any of the foregoing (other than the Corporation and any entity that

is controlled by the Corporation), (b) in respect of a Non-Employee Director, any Person that, directly or indirectly, is controlled

by such Non-Employee Director (other than the Corporation and any entity that is controlled by the Corporation) and (c) in respect

of the Corporation, any Person that, directly or indirectly, is controlled by the Corporation; and (ii) “Person”

shall mean any individual, corporation, general or limited partnership, limited liability company, joint venture, trust, association or

any other entity.

Section 9.7 To the fullest

extent permitted by law, any Person purchasing or otherwise acquiring any interest in any shares of capital stock of the Corporation shall

be deemed to have notice of and to have consented to the provisions of this Article IX. Neither the alteration, amendment, addition

to or repeal of this Article IX, nor the adoption of any provision of this Certificate (including any certificate of designation

relating to any series of Preferred Stock) inconsistent with this Article IX, shall eliminate or reduce the effect of this Article IX

in respect of any business opportunity first identified or any other matter occurring, or any cause of action, suit or claim that, but

for this Article IX, would accrue or arise, prior to such alteration, amendment, addition, repeal or adoption.

ARTICLE X

DGCL AND BUSINESS COMBINATIONS

Section 10.1 The Corporation

hereby expressly elects not to be governed by Section 203 of the DGCL.

Section 10.2 Notwithstanding

the foregoing, the Corporation shall not engage in any business combination (as defined below), at any point in time at which the Corporation’s

Class A Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, with any interested stockholder

(as defined below) for a period of three (3) years following the time that such stockholder became an interested stockholder, unless:

(a) prior to

such time, the Board approved either the business combination or the transaction which resulted in the stockholder becoming an interested

stockholder;

(b) upon consummation

of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85%

of the voting stock (as defined below) of the Corporation outstanding at the time the transaction commenced, excluding for purposes of

determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned

(i) by persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have

the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

(c) at or subsequent

to such time, the business combination is approved by the Board and authorized at an annual or special meeting of stockholders, and not

by written consent, by the affirmative vote of at least 66 2⁄3% of the outstanding voting stock of the Corporation which is not

owned by the interested stockholder.

Section 10.3 For purposes

of this Article X, references to:

(a) “affiliate”

means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control

with, another person.

(b) “associate,”

when used to indicate a relationship with any person, means: (i) any corporation, partnership, unincorporated association or other

entity of which such person is a director, officer or partner or is, directly or indirectly, the owner of 20% or more of any class of

voting stock; (ii) any trust or other estate in which such person has at least a 20% beneficial interest or as to which such person

serves as trustee or in a similar fiduciary capacity; and (iii) any relative or spouse of such person, or any relative of such spouse,

who has the same residence as such person.

(c) “business

combination,” when used in reference to the Corporation and any interested stockholder of the Corporation, means:

1. any merger or consolidation

of the Corporation (other than a merger effected under Section 253 or Section 267 of the DGCL) or any direct or indirect majority-owned

subsidiary of the Corporation (a) with the interested stockholder, or (b) with any other corporation, partnership, unincorporated

association or other entity if the merger or consolidation is caused by the interested stockholder and as a result of such merger or consolidation

Section 10.2 is not applicable to the surviving entity;

2. any sale, lease,

exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), except proportionately as

a stockholder of the Corporation, to or with the interested stockholder, whether as part of a dissolution or otherwise, of assets of the

Corporation or of any direct or indirect majority-owned subsidiary of the Corporation which assets have an aggregate market value equal

to 10% or more of either the aggregate market value of all the assets of the Corporation determined on a consolidated basis or the aggregate

market value of all the outstanding stock of the Corporation;

3. any transaction

which results in the issuance or transfer by the Corporation or by any direct or indirect majority-owned subsidiary of the Corporation

of any stock of the Corporation or of such subsidiary to the interested stockholder, except: (a) pursuant to the exercise, exchange

or conversion of securities exercisable for, exchangeable for or convertible into stock of the Corporation or any such subsidiary which

securities were outstanding prior to the time that the interested stockholder became such; (b) pursuant to a merger under Section 251(g) or

Section 253 or Section 267 of the DGCL; (c) pursuant to a dividend or distribution paid or made, or the exercise, exchange

or conversion of securities exercisable for, exchangeable for or convertible into stock of the Corporation or any such subsidiary which

security is distributed, pro rata to all holders of a class or series of stock of the Corporation subsequent to the time the interested

stockholder became such; (d) pursuant to an exchange offer by the Corporation to purchase stock made on the same terms to all holders

of said stock; or (e) any issuance or transfer of stock by the Corporation; provided, however, that in no case under items (c)-(e) of

this Section 10.3(c)(3) shall there be an increase in the interested stockholder’s proportionate share of the stock

of any class or series of the Corporation or of the voting stock of the Corporation (except as a result of immaterial changes due to fractional

share adjustments);

4. any transaction

involving the Corporation or any direct or indirect majority-owned subsidiary of the Corporation which has the effect, directly or indirectly,

of increasing the proportionate share of the stock of any class or series, or securities convertible into the stock of any class or series,

of the Corporation or of any such subsidiary which is owned by the interested stockholder, except as a result of immaterial changes due

to fractional share adjustments or as a result of any purchase or redemption of any shares of stock not caused, directly or indirectly,

by the interested stockholder; or

5. any receipt by

the interested stockholder of the benefit, directly or indirectly (except proportionately as a stockholder of the Corporation), of any

loans, advances, guarantees, pledges, or other financial benefits (other than those expressly permitted in Sections 10.3(e)(1)-(4) above)

provided by or through the Corporation or any direct or indirect majority-owned subsidiary.

(d) “control,”

including the terms “controlling,” “controlled by” and “under common control

with,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and

policies of a person, whether through the ownership of voting stock, by contract, or otherwise. A person who is the owner of 20% or more

of the outstanding voting stock of the Corporation, partnership, unincorporated association or other entity shall be presumed to have

control of such entity, in the absence of proof by a preponderance of the evidence to the contrary. Notwithstanding the foregoing, a presumption

of control shall not apply where such person holds voting stock, in good faith and not for the purpose of circumventing this Article X,

as an agent, bank, broker, nominee, custodian or trustee for one or more owners who do not individually or as a group have control of

such entity.

(e) “interested

stockholder” means any person (other than the Corporation or any direct or indirect majority-owned subsidiary of the Corporation)

that (i) is the owner of 15% or more of the outstanding voting stock of the Corporation, or (ii) is an affiliate or associate

of the Corporation and was the owner of 15% or more of the outstanding voting stock of the Corporation at any time within the three (3) year

period immediately prior to the date on which it is sought to be determined whether such person is an interested stockholder, and the

affiliates and associates of such person; provided, however, that “interested stockholder” shall not include or be deemed

to include, in any case, (a) SunTx, any SunTx Direct Transferee, any SunTx Indirect Transferee or any of their respective affiliates

or successors or any “group”, or any member of any such group, to which such persons are a party under Rule 13d-5 of

the Exchange Act, or (b) any person whose ownership of shares in excess of the 15% limitation set forth herein is the result of any

action taken solely by the Corporation, provided further that such person shall be an interested stockholder if thereafter such person

acquires additional shares of voting stock of the Corporation, except as a result of further corporate action not caused, directly or

indirectly, by such person. For the purpose of determining whether a person is an interested stockholder, the voting stock of the Corporation

deemed to be outstanding shall include stock deemed to be owned by the person through application of the definition of “owner”

below but shall not include any other unissued stock of the Corporation which may be issuable pursuant to any agreement, arrangement or

understanding, or upon exercise of conversion rights, warrants or options, or otherwise.

(f) “owner,”

including the terms “own” and “owned,” when used with respect to any stock, means

a person that individually or with or through any of its affiliates or associates:

1. beneficially owns such stock, directly

or indirectly; or

2. has (a) the right to acquire

such stock (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or

understanding, or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise; provided, however, that

a person shall not be deemed the owner of stock tendered pursuant to a tender or exchange offer made by such person or any of such person’s

affiliates or associates until such tendered stock is accepted for purchase or exchange; or (b) the right to vote such stock pursuant

to any agreement, arrangement or understanding; provided, however, that a person shall not be deemed the owner of any stock because of

such person’s right to vote such stock if the agreement, arrangement or understanding to vote such stock arises solely from a revocable

proxy or consent given in response to a proxy or consent solicitation made to ten (10) or more persons; or

3. has any agreement, arrangement or

understanding for the purpose of acquiring, holding, voting (except voting pursuant to a revocable proxy or consent as described in item

(b) of Section 10.3(f)(2) above), or disposing of such stock with any other person that beneficially owns, or whose

affiliates or associates beneficially own, directly or indirectly, such stock.

(g) “person”

means any individual, corporation, partnership, unincorporated association or other entity.

(h) “stock”

means, with respect to any corporation, capital stock and, with respect to any other entity, any equity interest.

(i) “SunTx

Direct Transferee” means any person that acquires (other than in a registered public offering or through a broker’s

transaction executed on any securities exchange or other over-the-counter market) directly from SunTx or any of its affiliates or successors

or any “group”, or any member of any such group, of which such persons are a party under Rule 13d-5 of the Exchange Act

beneficial ownership of 5% or more of the then-outstanding voting stock of the Corporation.

(j) “SunTx

Indirect Transferee” means any person that acquires (other than in a registered public offering or through a broker’s

transaction executed on any securities exchange or other over-the-counter market) directly from any SunTx Direct Transferee or any other

SunTx Indirect Transferee beneficial ownership of 5% or more of the then-outstanding voting stock of the Corporation.

(k) “voting

stock” means stock of any class or series entitled to vote generally in the election of directors.

ARTICLE XI

FORUM FOR ADJUDICATION OF DISPUTES

Section 11.1 Unless the

Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action

or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director,

officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting

a claim arising pursuant to any provision of the DGCL, or (iv) any action asserting a claim governed by the internal affairs doctrine

shall be a state court located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction,

the federal district court for the District of Delaware), provided in each such case that such court has personal jurisdiction over the

indispensable parties named as defendants. If any action the subject matter of which is within the scope of this Section 11.1

is filed in a court other than a court located within the State of Delaware (a “Foreign Action”) in the name

of any stockholder, such stockholder shall be deemed to have consented to (a) the personal jurisdiction of the state and federal

courts located within the State of Delaware in connection with any action brought in any such court to enforce this Section 11.1

(an “FSC Enforcement Action”) and (b) having service of process made upon such stockholder in any such

FSC Enforcement Action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.

Section 11.2 Unless the

Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district

courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under

the Securities Act of 1933, as amended. Any person or entity purchasing or otherwise acquiring any interest in any security of the Corporation

shall be deemed to have notice of and consented to the provisions of this Section 11.2.

EX-3.2 — EXHIBIT 3.2

EX-3.2

Filename: tm2611641d1_ex3-2.htm · Sequence: 4

Exhibit 3.2

AMENDED AND RESTATED

BY-LAWS

OF

SUNCRETE, INC.

a Delaware corporation

(the “Corporation”)

(Adopted as of April 8, 2026)

ARTICLE I

OFFICES

Section 1.1 Registered

Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place

of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s

registered agent in Delaware.

Section 1.2 Additional

Offices. The Corporation may, in addition to its registered office in the State of Delaware, have such other offices and places of

business, both within and outside the State of Delaware, as the Board of Directors of the Corporation (the “Board”)

may from time to time determine or as the business and affairs of the Corporation may require.

ARTICLE II

STOCKHOLDERS MEETINGS

Section 2.1 Annual

Meetings. The annual meeting of stockholders shall be held at such place and time and on such date as shall be determined by the Board

and stated in the notice of the meeting, provided that the Board may in its sole discretion determine that the meeting shall be

(a) held solely by means of remote communication or (b) held in person and by means of remote communication, in each case pursuant

to Section 9.5(a). At each annual meeting, the stockholders shall elect directors of the Corporation and may transact any

other business as may properly be brought before the meeting.

Section 2.2 Special

Meetings. Except as otherwise required by applicable law or provided in the Corporation’s Amended and Restated Certificate of

Incorporation, as the same may be amended or restated from time to time (the “Certificate of Incorporation”),

special meetings of stockholders, for any purpose or purposes, may be called only by the Chairman of the Board, the Chief Executive Officer,

or the Board; provided, however, that at any time when shares of Class B common stock, par value $0.0001 per share (the “Class B

Common Stock”), of the Corporation remain outstanding, special meetings of the stockholders of the Corporation for any purpose

or purposes shall also be called at the request of stockholders as, and to the extent, provided in the Certificate of Incorporation. Special

meetings of stockholders shall be held at such place and time and on such date as shall be determined by the Board and stated in the Corporation’s

notice of the meeting, provided that the Board may in its sole discretion determine that the meeting shall be (a) held solely

by means of remote communication or (b) held in person and by means of remote communication, in each case pursuant to Section 9.5(a).

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Section 2.3 Notices.

Notice of each stockholders meeting stating the place, if any, date and time of the meeting, the means of remote communication, if any,

by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, and the record date for determining

the stockholders entitled to vote at the meeting if such date is different from the record date for determining stockholders entitled

to notice of the meeting shall be given in the manner permitted by Section 9.3 to each stockholder entitled to vote thereat

as of the record date for determining the stockholders entitled to notice of the meeting. Such notice shall be given by the Corporation

not less than 10 nor more than 60 days before the date of the meeting. If said notice is for a stockholders meeting other than an annual

meeting, it shall in addition state the purpose or purposes for which the meeting is called, and the business transacted at such meeting

shall be limited to the matters so stated in the Corporation’s notice of meeting (or any supplement thereto). Any meeting of stockholders

as to which notice has been given may be postponed, and any special meeting of stockholders as to which notice has been given may be cancelled,

by the Board upon public announcement (as defined in Section 2.7(c)) given before the date previously scheduled for such meeting;

provided, however, that with respect to any special meeting of stockholders previously scheduled by the Board or the Chairman of

the Board at the request of stockholders of the Corporation in accordance with the Certificate of Incorporation, the Board of Directors

shall not postpone, reschedule or cancel such special meeting without the prior written consent of the stockholders who requested such

meeting.

Section 2.4 Quorum.

Except as otherwise provided by applicable law, the Certificate of Incorporation or these By-Laws, the presence, in person or by proxy,

at a stockholders meeting of the holders of shares of outstanding capital stock of the Corporation representing a majority of the voting

power of all outstanding shares of capital stock of the Corporation entitled to vote at such meeting shall constitute a quorum for the

transaction of business at such meeting, except that when specified business is to be voted on by a class or series of stock voting as

a class, the holders of shares representing a majority of the voting power of the outstanding shares of such class or series shall constitute

a quorum of such class or series for the transaction of such business. If a quorum shall not be present or represented by proxy at any

meeting of the stockholders, the chairman of the meeting may adjourn the meeting from time to time in the manner provided in Section 2.6

until a quorum shall attend. A quorum, once established, shall not be broken by the subsequent withdrawal of enough votes to leave less

than a quorum. Shares of its own stock belonging to the Corporation or to another corporation, if a majority of the voting power of the

shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall

neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right

of the Corporation or any such other corporation to vote shares held by it in a fiduciary capacity.

Section 2.5 Voting

of Shares.

(a) Voting

Lists. The Corporation shall prepare at least 10 days before every meeting of stockholders, a complete list of the stockholders of

record entitled to vote at the meeting (provided, however, if the record date for determining the stockholders entitled to vote

is less than 10 days before the meeting date, the list shall reflect the stockholders entitled to vote as of the tenth day before the

meeting date), arranged in alphabetical order for each class of stock and showing the address and the number of shares registered in the

name of each stockholder. Nothing contained in this Section 2.5(a) shall require the Corporation to include electronic

mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for

any purpose germane to the meeting, for a period of 10 days ending on the day before the meeting: (i) on a reasonably accessible

electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting,

or (ii) during ordinary business hours, at the principal place of business of the Corporation. If the Corporation determines to make

the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only

to stockholders of the Corporation. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the

list required by this Section 2.5(a) or to vote in person or by proxy at any meeting of stockholders. For purposes of

these By-Laws, “stock ledger” shall have the definition set forth in Section 219 of the Delaware General

Corporation Law, as amended (“DGCL”).

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(b) Manner

of Voting. At any stockholders meeting, every stockholder entitled to vote may vote in person or by proxy. In the case any matter

is voted upon by written ballot, if authorized by the Board, the requirement of a written ballot shall be satisfied by a ballot submitted

by electronic transmission (as defined in Section 9.3), provided that any such electronic transmission must either

set forth or be submitted with information from which the Corporation can determine that the electronic transmission was authorized by

the stockholder or proxyholder. The Board, in its discretion, or the chairman of the meeting of stockholders, in such person’s discretion,

may require that any votes cast at a meeting shall be cast by written ballot.

(c) Proxies.

Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without

a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon

after three years from its date, unless the proxy provides for a longer period. Proxies need not be filed with the Secretary of the Corporation

until the meeting is called to order, but shall be filed with the Secretary before being voted. The authorization of a person to act as

proxy may be documented, signed, and delivered in accordance with Section 116 of the DGCL, provided that such authorization

shall set forth, or be delivered with, information enabling the Corporation to determine the identity of the stockholder granting such

authorization. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest

sufficient in law to support an irrevocable power.

(d) Required

Vote. Subject to the rights of the holders of one or more series of preferred stock of the Corporation (“Preferred Stock”),

voting separately by class or series, to elect directors pursuant to the terms of one or more series of Preferred Stock, the election

of directors shall be determined by a plurality of the votes cast by the stockholders present in person or represented by proxy at the

meeting and entitled to vote thereon. With respect to all other matters, the affirmative vote of a majority of the votes cast (affirmatively

or negatively) by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon shall be sufficient

to approve all other matters, unless the matter is one upon which, by applicable law, the Certificate of Incorporation, these By-Laws

or applicable stock exchange rules, a different vote is required, in which case such provision shall govern and control the decision of

such matter.

(e) Inspectors

of Election. The Corporation may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more persons

as inspectors of election, who may be employees of the Corporation or otherwise serve the Corporation in other capacities, to act at such

meeting of stockholders or any adjournment thereof and to make a written report thereof. The Corporation may appoint one or more persons

as alternate inspectors to replace any inspector who fails to act. If no inspectors of election or alternates are appointed prior to the

meeting, the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before discharging his

or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the

best of his or her ability. The inspectors shall ascertain and report the number of outstanding shares and the voting power of each; determine

the number of shares present in person or represented by proxy at the meeting and the validity of proxies and ballots; count all votes

and ballots and report the results; determine and retain for a reasonable period a record of the disposition of any challenges made to

any determination by the inspectors; and certify their determination of the number of shares represented at the meeting and their count

of all votes and ballots. No person who is a candidate for an office at an election may serve as an inspector at such election. Each report

of an inspector shall be in writing and signed by the inspector or by a majority of them if there is more than one inspector acting at

such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors.

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Section 2.6 Adjournments.

Any meeting of stockholders, annual or special, may be adjourned by the chairman of the meeting, from time to time, whether or not there

is a quorum, to reconvene at the same or some other place, if any. Notice need not be given of any such adjourned meeting if the date,

time and place, if any, thereof, and the means of remote communication, if any, by which stockholders and proxyholders may be deemed to

be present in person and vote at such adjourned meeting are provided in accordance with applicable law. At the adjourned meeting, the

stockholders, or the holders of any class or series of stock entitled to vote separately as a class, as the case may be, may transact

any business that might have been transacted at the original meeting. If the adjournment is for more than 30 days, notice of the adjourned

meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for stockholders

entitled to vote is fixed for the adjourned meeting, the Board shall fix a new record date for notice of such adjourned meeting in accordance

with Section 2.3 and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned

meeting as of the record date fixed for notice of such adjourned meeting.

Section 2.7 Advance

Notice for Business.

(a) Annual

Meetings of Stockholders. Except for nominations for election to the Board pursuant to Section 3.2, no business may be

transacted at an annual meeting of stockholders, other than business that is either (x) specified in the Corporation’s notice

of meeting (or any supplement thereto) given by or at the direction of the Board, (y) otherwise properly brought before the annual

meeting by or at the direction of the Board or (z) otherwise properly brought before the annual meeting by any stockholder of the

Corporation (A) who is a stockholder of record on the date of the giving of the notice provided for in this Section 2.7(a) and

who is entitled to vote at such annual meeting and (B) who complies with the notice procedures set forth in this Section 2.7(a).

Except for proposals properly made in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), and included in the notice of meeting given by or at the direction of the Board, the foregoing clause (z) shall

be the exclusive means for a stockholder to propose business (other than nominations) to be brought before an annual meeting of stockholders.

(i) In

addition to any other applicable requirements, for business (other than nominations) to be properly brought before an annual meeting by

a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation, even

if such matter is already the subject of any notice to the stockholders or public announcement from the Board, and such business must

otherwise be a proper matter for stockholder action. Subject to Section 2.7(a)(v), a stockholder’s notice to the Secretary

with respect to such business, to be timely, must (x) comply with the provisions of this Section 2.7(a)(i) and (y) be

timely updated by the times and in the manner required by the provisions of Section 2.7(a)(iii). A stockholder’s notice

must be received by the Secretary at the principal executive offices of the Corporation not later than the 90th day nor earlier than the

120th day before the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that if the

annual meeting is called for a date that is more than 30 days earlier or more than 60 days later than such anniversary date, notice by

the stockholder to be timely must be so received not earlier than the 120th day before the meeting and not later than the later of (x) the

90th day before the meeting or (y) the 10th day following the day on which public announcement of the date of the annual meeting

is first made by the Corporation. The public announcement of an adjournment or postponement of an annual meeting shall not commence a

new time period (or extend any notice time period) for the giving of a stockholder’s notice as described in this Section 2.7(a).

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(ii) To

be in proper written form, a stockholder’s notice to the Secretary with respect to any business (other than nominations) must set

forth (A) as to each such matter such stockholder proposes to bring before the annual meeting (1) a brief description of the

business desired to be brought before the annual meeting and any material interest in such business of such stockholder and any Stockholder

Associated Person (as defined below), individually or in the aggregate, (2) the text of the proposal or business (including the text

of any resolutions proposed for consideration and if such business includes a proposal to amend these By-Laws, the text of the proposed

amendment) and (3) the reasons for conducting such business at the annual meeting, (B) the name and address of the stockholder

proposing such business, as they appear on the Corporation’s books, and the name and address of any Stockholder Associated Person,

(C) the class or series and number of shares of capital stock of the Corporation that are owned of record or are directly or indirectly

owned beneficially by such stockholder and by any Stockholder Associated Person, (D) any option, warrant, convertible security, stock

appreciation right, swap or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related

to any class or series of shares of the Corporation or with a value derived in whole or in part from the value of any class or series

of shares of the Corporation, whether or not such instrument or right is subject to settlement in the underlying class or series of shares

of the Corporation or otherwise (a “Derivative Instrument”) directly or indirectly owned beneficially by such

stockholder or by any Stockholder Associated Person and any other direct or indirect opportunity of such stockholder or any Stockholder

Associated Person to profit or share in any profit derived from any increase or decrease in the value of shares of the Corporation, (E) any

proxy (other than a revocable proxy or written consent given in response to a solicitation made pursuant to Section 14(a) of

the Exchange Act by way of a solicitation statement filed on Schedule 14A), contract, arrangement, understanding or relationship pursuant

to which such stockholder or any Stockholder Associated Person has a right to vote any shares of the Corporation, (F) any short interest

in any security of the Corporation held by such stockholder or any Stockholder Associated Person (for purposes of this Section 2.7,

a person shall be deemed to have a short interest in a security if such person directly or indirectly, through any contract, arrangement,

understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value

of the subject security), (G) any rights owned beneficially by such stockholder or Stockholder Associated Person to dividends on

the shares of the Corporation that are separated or separable from the underlying shares of the Corporation, (H) any proportionate

interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which

such stockholder or any Stockholder Associated Person is a general partner or, directly or indirectly, beneficially owns an interest in

a general partner, (I) any performance-related fees (other than an asset-based fee) that such stockholder or any Stockholder Associated

Person is entitled to based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, including

without limitation any such interests held by members of such stockholder’s or any Stockholder Associated Person’s immediate

family sharing the same household, (J) a description of all agreements, arrangements or understandings (written or oral) between

or among such stockholder, any Stockholder Associated Person or any other person or persons (including their names) in connection with

the proposal of such business by such stockholder, (K) any other information relating to such stockholder and any Stockholder Associated

Person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitation

of proxies for a contested election of directors (even if an election contest is not involved), or would be otherwise required, in each

case pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, (L) a representation

that such stockholder is a holder of record of shares of capital stock of the Corporation entitled to vote at the meeting and intends

to appear in person or through a qualified representative at the annual meeting to bring such business before the meeting and an acknowledgement

that, if such stockholder (or a qualified representative of the stockholder) does not appear to present the stockholder’s proposal

at such meeting, the Corporation need not present the stockholder’s proposal for a vote at such meeting, notwithstanding that proxies

in respect of such vote may have been received by the Corporation, (M) the names and addresses of other stockholders (including beneficial

and record owners) known by the proposing stockholder to support the proposal, and to the extent known, the class or series and number

of all shares of the Corporation’s capital stock owned beneficially or of record by such other stockholders, (N) any agreement,

arrangement or understanding (written or oral) between such stockholder, on the one hand, and a Stockholder Associated Person, on the

other hand, related to any subject matter that will be material in such stockholder’s solicitation of stockholders (including, without

limitation, matters of social, labor, environmental and governance policy), regardless of whether such agreement, arrangement or understanding

relates specifically to the Corporation, (O) any direct or indirect interest of such stockholder in any contract with the Corporation

or any affiliate of the Corporation (including any employment agreement, collective bargaining agreement or consulting agreement), (P) a

complete and accurate description of any pending, or to such stockholder’s knowledge, threatened, legal proceeding in which such

stockholder is a party or participant involving the Corporation or, to such stockholder’s knowledge, any current or former officer,

director, affiliate or associate of the Corporation, (Q) a representation that the stockholder will provide the Corporation with

the updates and supplements required by Section 2.7(a)(iii), (R) a statement of whether or not such stockholder, its

qualified representatives and/or any Stockholder Associated Person intend to (1) deliver a proxy statement and/or form of proxy to

holders of at least the percentage of voting power of all of the shares of capital stock of the Corporation required under applicable

law to carry the proposal or (2) otherwise engage in a solicitation (within the meaning of Rule 14a-1(l) under the Exchange

Act) with respect to the proposal, and if so, the name of each participant (as defined in Item 4 of Schedule 14A under the Exchange Act)

in such solicitation, and (S) a representation that the stockholder has complied with all applicable requirements of state law and

the Exchange Act with respect to matters set forth in this Section 2.7(a). A “qualified representative”

of a stockholder means a person that is a duly authorized officer, manager or partner of such stockholder or is authorized by a writing

(a) executed by such stockholder, (b) delivered (or a reliable reproduction or electronic transmission of the writing is delivered)

by such stockholder to the Corporation prior to the taking of the action taken by such person on behalf of such stockholder and (c) stating

that such person is authorized to act for such stockholder with respect to the action to be taken.

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(iii) A

stockholder providing notice of business proposed to be brought before an annual meeting shall further update and supplement such notice,

if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.7(a) shall

be true and correct as of the record date for the meeting and as of the date that is 10 business days prior to the meeting or any adjournment

or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary at the principal

executive offices of the Corporation (A) in the case of the update and supplement required to be made as of the record date for the

meeting, not later than five business days after such record date and (B) in the case of the update and supplement required to be

made as of 10 business days prior to the meeting or any adjournment or postponement thereof, as applicable, not later than eight business

days prior to the date for the meeting or any adjournment or postponement thereof. For the avoidance of doubt, any information provided

pursuant to this Section 2.7(a)(iii) shall not be deemed to cure any deficiencies in a notice previously delivered pursuant

to this Section 2.7(a) and shall not extend the time period for the delivery of notice pursuant to this Section 2.7(a).

If a stockholder fails to provide any written update or supplement in accordance with this Section 2.7(a)(iii), the information

as to which such written update or supplement relates may be deemed not to have been provided in accordance with this Section 2.7(a).

(iv) If

any information submitted pursuant to this Section 2.7(a) shall be inaccurate in any material respect, such information

shall be deemed not to have been provided in accordance with this Section 2.7(a). The proposing stockholder shall notify the

Secretary in writing at the principal executive offices of the Corporation of any material inaccuracy or material change in any information

submitted pursuant to this Section 2.7(a) within two business days after becoming aware of such inaccuracy or change.

Upon written request of the Secretary on behalf of the Board (or a duly authorized committee thereof), the proposing stockholder shall

provide, within five business days after delivery of such request (or such earlier period as may be specified in such request), (A) written

verification, reasonably satisfactory to the Board or any authorized officer of the Corporation, to demonstrate the accuracy of any information

submitted by such stockholder pursuant to this Section 2.7(a) and (B) a written affirmation of any information submitted

by such stockholder pursuant to this Section 2.7(a) as of an earlier date. If the proposing stockholder fails to provide

such written verification or affirmation within such period, the information as to which written verification or affirmation was requested

may be deemed not to have been provided in accordance with this Section 2.7(a).

(v) The

foregoing notice requirements of this Section 2.7(a) shall be deemed satisfied by a stockholder as to any proposal (other

than nominations) if the stockholder has notified the Corporation of such stockholder’s intention to present such proposal at an

annual meeting only pursuant to and in compliance with Rule 14a-8 (or any successor thereof) of the Exchange Act, and such stockholder’s

proposal has been included in a proxy statement prepared by the Corporation to solicit proxies for such annual meeting. No business shall

be conducted at the annual meeting of stockholders except business brought before the annual meeting in accordance with the procedures

set forth in this Section 2.7(a), provided, however, that once business has been properly brought before the annual

meeting in accordance with such procedures, nothing in this Section 2.7(a) shall be deemed to preclude discussion by

any stockholder of any such business. The Board (or an officer designated thereby) shall have the power and duty to determine whether

a stockholder proposal has been made in accordance with the provisions set forth in this Section 2.7(a) and, if the Board

or such officer determines that any stockholder proposal was not made in accordance with the provisions of this Section 2.7(a),

such proposal shall not be presented for action at the annual meeting. Notwithstanding the foregoing provisions of this Section 2.7(a),

if the stockholder (or a qualified representative of the stockholder) does not appear at the annual meeting of stockholders of the Corporation

to present the proposed business, such proposed business shall not be transacted, notwithstanding that proxies in respect of such matter

may have been received by the Corporation.

(vi) In

addition to the provisions of this Section 2.7(a), a stockholder shall also comply with all applicable requirements of the

Exchange Act and the rules and regulations thereunder with respect to the matters set forth herein. Nothing in this Section 2.7(a) shall

be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to

Rule 14a-8 under the Exchange Act.

(b) Special

Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before

the meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board may be made at a special

meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting only pursuant to Section 3.2.

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(c) Definitions.

For purposes of these By-Laws, (i) “public announcement” shall mean disclosure in a press release reported

by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation

with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act; (ii) “Stockholder

Associated Person” shall mean for any proposing or nominating stockholder (A) any person controlling, directly or indirectly,

or acting in concert with, such stockholder, (B) any beneficial owner of shares of stock of the Corporation owned of record or beneficially

by such stockholder, or (C) any person controlling, controlled by or under common control with such person referred to in the preceding

clauses (A) and (B); and (iii) a stockholder shall be deemed to be “acting in concert” with a person

if such stockholder has knowingly acted (whether or not pursuant to an express agreement, arrangement or understanding) at any time during

the prior two years in concert with such person (or control person thereof) in relation to matters (whether or not specific to the Corporation)

that will be material to the stockholder’s solicitation of stockholders, including, without limitation, matters of social, labor,

environmental and governance policy; provided, however, that a stockholder shall not be deemed to be acting in concert with a person

whose primary business is to serve as investment manager or adviser with respect to investing and trading in securities for a client or

its own account.

(d) Notwithstanding

anything to the contrary contained in this Section 2.7, the notice procedures set forth in paragraphs (a)(i), (a)(ii),

(a)(iii), (a)(iv) or (b) of this Section 2.7 with respect to any annual or special meeting

of stockholders shall not apply to a proposal made by a stockholder holding at least 25% of the Class B Common Stock of the Corporation.

Section 2.8 Conduct

of Meetings. The chairman of each annual and special meeting of stockholders shall be the Chairman of the Board or, in the absence

(or inability or refusal to act) of the Chairman of the Board, the Chief Executive Officer (if he or she shall be a director) or, in the

absence (or inability or refusal to act of the Chief Executive Officer or if the Chief Executive Officer is not a director, the President

(if he or she shall be a director) or, in the absence (or inability or refusal to act) of the President or if the President is not a director,

such other person as shall be appointed by the Board. The date and time of the opening and the closing of the polls for each matter upon

which the stockholders will vote at a meeting shall be announced at the meeting by the chairman of the meeting. The Board may adopt such

rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent

with these By-Laws or such rules and regulations as adopted by the Board, the chairman of any meeting of stockholders shall have

the right and authority to convene and to adjourn the meeting (regardless of whether a quorum is present), to prescribe such rules, regulations

and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such

rules, regulations or procedures, whether adopted by the Board or prescribed by the chairman of the meeting, may include, without limitation,

the following: (a) the establishment of an agenda or order of business for the meeting; (b) rules and procedures for maintaining

order at the meeting and the safety of those present; (c) limitations on attendance at or participation in the meeting to stockholders

of record of the Corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall

determine; (d) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (e) limitations on

the time allotted to questions or comments by participants. Unless and to the extent determined by the Board or the chairman of the meeting,

meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure. The secretary

of each annual and special meeting of stockholders shall be the Secretary or, in the absence (or inability or refusal to act) of the Secretary,

an Assistant Secretary so appointed to act by the chairman of the meeting. In the absence (or inability or refusal to act) of the Secretary

and all Assistant Secretaries, the chairman of the meeting may appoint any person to act as secretary of the meeting. The secretary of

each annual and special meeting of stockholders shall keep the minutes thereof.

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Section 2.9 Consent

of Stockholders in Lieu of Meeting. Any action required or permitted to be taken at any annual or special meeting of stockholders

of the Corporation may be taken without a meeting, without prior notice and without a vote only in the manner provided in the Certificate

of Incorporation and in accordance with applicable law.

ARTICLE III

DIRECTORS

Section 3.1 Powers.

The business and affairs of the Corporation shall be managed by or under the direction of the Board, which may exercise all such powers

of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws

required to be exercised or done by the stockholders. Directors need not be stockholders or residents of the State of Delaware.

Section 3.2 Advance

Notice for Nomination of Directors.

(a) Only

persons who are nominated in accordance with the following procedures shall be eligible for election as directors by the stockholders

of the Corporation. Nominations of persons for election to the Board at any annual meeting of stockholders, or at any special meeting

of stockholders called for the purpose of electing directors as set forth in the Corporation’s notice of such special meeting, may

be made (i) by or at the direction of the Board or (ii) by any stockholder of the Corporation (A) who is a stockholder

of record on the date of the giving of the notice provided for in this Section 3.2 and who is entitled to vote in the election

of directors at such meeting and (B) who complies with the procedures set forth in this Section 3.2. Subject to Section 3.2(k),

the foregoing clause (ii) shall be the exclusive means for a stockholder to make nominations of persons for election to the Board

at any annual or special meeting of stockholders.

(b) In

addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely notice

thereof in proper written form to the Secretary of the Corporation, even if the election of directors to the Board is already the subject

of any notice to the stockholders or public announcement from the Board. To be timely, a stockholder’s notice to the Secretary must

(i) comply with the provisions of this Section 3.2(b) and (ii) be timely updated by the times and in the manner

required by the provisions of Section 3.2(e). A stockholder’s notice must be received by the Secretary at the principal

executive offices of the Corporation (i) in the case of an annual meeting, not later than the 90th day nor earlier than the 120th

day before the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that if the annual

meeting is called for a date that is more than 30 days earlier or more than 60 days after such anniversary date, notice by the stockholder

to be timely must be so received not earlier than the 120th day before the meeting and not later than the later of (A) the 90th day

before the meeting or (B) the 10th day following the day on which public announcement of the date of the annual meeting is first

made by the Corporation; and (ii) in the case of a special meeting of stockholders called for the purpose of electing directors,

not earlier than the 120th day before the meeting and not later than the later of (A) the 90th day before the meeting or (B) the

10th day following the day on which public announcement of the date of the special meeting is first made by the Corporation. The public

announcement of an adjournment or postponement of an annual meeting or special meeting shall not commence a new time period (or extend

any notice time period) for the giving of a stockholder’s notice as described in this Section 3.2.

(c) Notwithstanding

anything in paragraph (b) to the contrary, if the number of directors to be elected to the Board at an annual meeting is greater

than the number of directors whose terms expire on the date of the annual meeting and there is no public announcement by the Corporation

naming all of the nominees for the additional directors to be elected or specifying the size of the increased Board before the 90th day

prior to the anniversary date of the immediately preceding annual meeting of stockholders, a stockholder’s notice required by this

Section 3.2 shall also be considered timely, but only with respect to nominees for the additional directorships created by

such increase that are to be filled by election at such annual meeting, if it shall be received by the Secretary at the principal executive

offices of the Corporation not later than the 10th day following the date on which such public announcement was first made by the Corporation.

8

(d) To

be in proper written form, a stockholder’s notice to the Secretary must set forth (i) as to each person whom the stockholder

proposes to nominate for election as a director (A) the name, age, business address and residence address of the person, (B) the

principal occupation or employment of the person, (C) the class or series and number of shares of capital stock of the Corporation

that are owned of record or are directly or indirectly owned beneficially by the person, (D) any Derivative Instrument directly or

indirectly owned beneficially by such nominee and any other direct or indirect opportunity to profit or share in any profit derived from

any increase or decrease in the value of shares of the Corporation and (E) any other information relating to the person that would

be required to be disclosed in a proxy statement soliciting proxies for the election of such person as a director in an election contest

(even if an election contest is not involved) or other filings required to be made in connection with solicitations of proxies for election

of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and (ii) as

to the stockholder giving the notice (A) the name and address of such stockholder as they appear on the Corporation’s books,

and the name and address of any Stockholder Associated Person, (B) the class or series and number of shares of capital stock of the

Corporation that are owned of record or directly or indirectly owned beneficially by such stockholder and any Stockholder Associated Person,

(C) any Derivative Instrument directly or indirectly owned beneficially by such stockholder or Stockholder Associated Person and

any other direct or indirect opportunity of such stockholder or any Stockholder Associated Person to profit or share in any profit derived

from any increase or decrease in the value of shares of the Corporation, (D) any proxy (other than a revocable proxy or written consent

given in response to a solicitation made pursuant to Section 14(a) of the Exchange Act by way of a solicitation statement filed

on Schedule 14A), contract, arrangement, understanding or relationship pursuant to which such stockholder or any Stockholder Associated

Person has a right to vote any shares of the Corporation, (E) any short interest in any security of the Corporation held by such

stockholder or any Stockholder Associated Person (for purposes of this Section 3.2 a person shall be deemed to have a short

interest in a security if such person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise,

has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), (F) any rights

beneficially owned, directly or indirectly, by such stockholder or Stockholder Associated Person to dividends on the shares of the Corporation

that are separated or separable from the underlying shares of the Corporation, (G) any proportionate interest in shares of the Corporation

or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder or any Stockholder

Associated Person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, (H) any performance-related

fees (other than an asset-based fee) that such stockholder or any Stockholder Associated Person is entitled to based on any increase or

decrease in the value of shares of the Corporation or Derivative Instruments, if any, including without limitation any such interests

held by members of such stockholder’s or any Stockholder Associated Person’s immediate family sharing the same household,

(I) a description of all agreements, arrangements or understandings (written or oral) between or among such stockholder, any Stockholder

Associated Person, any proposed nominee or any other person or persons (including their names) pursuant to which the nomination or nominations

are to be made by such stockholder, (J) a representation that such stockholder is a holder of record of shares of capital stock of

the Corporation entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to nominate the persons named

in its notice and an acknowledgement that, if such stockholder (or a qualified representative of the stockholder) does not appear to present

the stockholder’s nomination at such meeting, the Corporation need not present the stockholder’s nomination for a vote at

such meeting, notwithstanding that proxies in respect of such vote may have been received by the Corporation, (K) the names and addresses

of other stockholders (including beneficial and record owners) known by the proposing stockholder to support the nomination, and to the

extent known, the class or series and number of all shares of the Corporation’s capital stock owned beneficially or of record by

such other stockholders, (L) any agreement, arrangement or understanding (written or oral) between such stockholder, on the one hand,

and a Stockholder Associated Person, on the other hand, related to any subject matter that will be material in such stockholder’s

solicitation of stockholders (including, without limitation, matters of social, labor, environmental and governance policy), regardless

of whether such agreement, arrangement or understanding relates specifically to the Corporation, (M) any agreement, arrangement or

understanding (written or oral) between such stockholder or any Stockholder Associated Person, on the one hand, and the director nominee,

on the other hand, related to any subject matter that will be material in such stockholder’s solicitation of stockholders (including,

without limitation, matters of social, labor, environmental and governance policy), regardless of whether such agreement, arrangement

or understanding relates specifically to the Corporation, (N) any plans or proposals on the part of such stockholder or any Stockholder

Associated Person to nominate directors at any other company with a class of equity securities registered pursuant to Section 12

of the Exchange Act, whether or not trading in such securities has been suspended, within the next 12 months (a “Public Company”),

(O) any proposals or nominations submitted on behalf of such stockholder or any Stockholder Associated Person seeking to nominate

directors at any other Public Company within the past 36 months (whether or not such proposal or nomination was publicly disclosed), (P) any

other information relating to such stockholder and any Stockholder Associated Person that would be required to be disclosed in a proxy

statement soliciting proxies for the election of such person as a director in an election contest (even if an election contest is not

involved) or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14

of the Exchange Act and the rules and regulations promulgated thereunder, (Q) a description of all direct and indirect compensation

and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships,

between or among such stockholder or any Stockholder Associated Person, or others acting in concert therewith, on the one hand, and each

proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including,

without limitation all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if

the stockholder making the nomination and any Stockholder Associated Person, or any person acting in concert therewith, was the “registrant”

for purposes of such rule and the nominee was a director or executive officer of such registrant, (R) any direct or indirect

interest of such stockholder in any contract with the Corporation or any affiliate of the Corporation (including any employment agreement,

collective bargaining agreement or consulting agreement), (S) a complete and accurate description of any pending, or to such stockholder’s

knowledge, threatened, legal proceeding in which such stockholder is a party or participant involving the Corporation or, to such stockholder’s

knowledge, any current or former officer, director, affiliate or associate of the Corporation, (T) a representation that the stockholder

will provide the Corporation with the updates and supplements required by Section 3.2(e), (U) a statement of whether

or not such stockholder, its qualified representatives and/or any Stockholder Associated Person intend to solicit proxies or votes in

support of such director nominees or nomination in accordance with Rule 14a-19 promulgated under the Exchange Act (and if so, such

statement shall also include an undertaking that such stockholder will deliver to beneficial owners of shares representing at least 67%

of the voting power of the stock entitled to vote generally in the election of directors either (1) at least 20 calendar days before

the annual meeting, a copy of its definitive proxy statement for the solicitation of proxies for its director candidates, or (2) at

least 40 calendar days before the annual meeting a Notice of Internet Availability of Proxy Materials that would satisfy the requirements

of Rule 14a-16(d) of the Exchange Act), and (V) a representation that the stockholder has complied with all applicable

requirements of state law and the Exchange Act with respect to matters set forth in this Section 3.2. Such notice must be

accompanied by a written consent of each proposed nominee to being named as a nominee in the Corporation’s proxy statement and to

serve as a director if elected and a representation that such nominee currently intends to serve as a director for the full term for which

such nominee is standing for election. With respect to each person, if any, whom the stockholder proposes to nominate for election to

the Board, a stockholder’s notice must, in addition to the matters set forth above in this paragraph (d), also include a completed

and signed questionnaire, representation and agreement required by Section 3.3 of these By-Laws. The Corporation may require

any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of

such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable stockholder’s

understanding of the independence, or lack thereof, of such nominee. If requested by the Corporation, any supplemental information required

under this Section 3.2(d) shall be provided by the stockholder within 10 days after it has been requested by the Corporation.

In addition, the Board may require any proposed nominee to submit to interviews with the Board or any committee thereof, and such proposed

nominee shall make himself or herself available for any such interviews within no less than 10 days following the date of such request.

9

(e) A

stockholder providing notice of a director nomination shall further update and supplement such notice, if necessary, so that the information

provided or required to be provided in such notice pursuant to this Section 3.2 shall be true and correct as of the record

date for the meeting and as of the date that is 10 business days prior to the meeting or any adjournment or postponement thereof, and

such update and supplement shall be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Corporation

(i) in the case of the update and supplement required to be made as of the record date for the meeting, not later than five business

days after such record date and (ii) in the case of the update and supplement required to be made as of 10 business days prior to

the meeting or any adjournment or postponement thereof, as applicable, not later than eight business days prior to the date for the meeting

or any adjournment or postponement thereof. For the avoidance of doubt, any information provided pursuant to this Section 3.2(e) shall

not be deemed to cure any deficiencies in a notice previously delivered pursuant to this Section 3.2 and shall not extend

the time period for the delivery of notice pursuant to this Section 3.2. If a stockholder fails to provide any written update

or supplement in accordance with this Section 3.2(e), the information as to which such written update or supplement relates

may be deemed not to have been provided in accordance with this Section 3.2.

(f) If

any information submitted pursuant to this Section 3.2 shall be inaccurate in any material respect, such information shall

be deemed not to have been provided in accordance with this Section 3.2. The nominating stockholder shall notify the Secretary

in writing at the principal executive offices of the Corporation of any material inaccuracy or material change in any information submitted

pursuant to this Section 3.2 (including if the stockholder or any Stockholder Associated Person no longer intends to solicit

proxies in accordance with the representation made pursuant to Section 3.2(d)(ii)(U)) within two business days after becoming

aware of such inaccuracy or change. Upon written request of the Secretary on behalf of the Board (or a duly authorized committee thereof),

the nominating stockholder shall provide, within five business days after delivery of such request (or such earlier period as may be specified

in such request), (i) written verification, reasonably satisfactory to the Board or any authorized officer of the Corporation, to

demonstrate the accuracy of any information submitted by such stockholder pursuant to this Section 3.2 and (ii) a written

affirmation of any information submitted by such stockholder pursuant to this Section 3.2 as of an earlier date. If the nominating

stockholder fails to provide such written verification or affirmation within such period, the information as to which written verification

or affirmation was requested may be deemed not to have been provided in accordance with this Section 3.2.

10

(g) Notwithstanding

the foregoing provisions of this Section 3.2, unless otherwise required by law, no stockholder shall solicit proxies in support

of director nominees other than the Corporation’s nominees unless such stockholder has complied with Rule 14a-19 promulgated

under the Exchange Act in connection with the solicitation of such proxies. If (i) any stockholder provides notice pursuant to Rule 14a-19(b) under

the Exchange Act and (ii) such stockholder subsequently fails to comply with the requirements of Rule 14a-19(a)(2) or (3) under

the Exchange Act (as determined by the Board or an officer designated thereby), then the Corporation shall disregard any proxies for any

proposed nominees on the Corporation’s proxy card other than the Corporation’s nominees, notwithstanding that proxies in favor

thereof may have been received by the Corporation. Upon request by the Corporation, if any stockholder provides notice pursuant to Rule 14a-19(b) under

the Exchange Act, such stockholder shall deliver to the Secretary, no later than five business days prior to the applicable meeting, reasonable

evidence that the requirements of Rule 14a-19(a)(3) under the Exchange Act have been satisfied.

(h) The

Board (or an officer designated thereby) shall have the power and the duty to determine whether a nomination has been made in accordance

with the provisions set forth in this Section 3.2, and, if the Board or such officer determines that any nomination was not

made in accordance with the provisions of this Section 3.2, such nomination shall not be considered at the meeting in question.

(i) In

addition to the provisions of this Section 3.2, a stockholder shall also comply with all of the applicable requirements of

the Exchange Act and the rules and regulations thereunder with respect to the matters set forth herein.

(j) Notwithstanding

the foregoing provisions of this Section 3.2, if the stockholder (or a qualified representative of the stockholder) does not

appear at the meeting of stockholders of the Corporation to present the nomination, such nomination shall be disregarded, notwithstanding

that proxies in respect of such nomination may have been received by the Corporation.

(k) Nothing

in this Section 3.2 shall be deemed to affect any rights of the holders of Preferred Stock to nominate and elect directors

pursuant to the Certificate of Incorporation or the right of the Board to fill newly created directorships and vacancies on the Board

pursuant to the Certificate of Incorporation.

(l) Notwithstanding

anything to the contrary contained in this Section 3.2, the notice procedures set forth in paragraphs (b), (c),

(d), (e) or (f) of this Section 3.2 with respect to any annual or special meeting of stockholders

shall not apply to a nomination made by a stockholder holding at least 25% of the Class B Common Stock of the Corporation.

11

Section 3.3 Submission

of Questionnaire, Representation and Agreement. To be eligible to be a nominee for election or reelection as a director of the Corporation,

a person must deliver (in accordance with the time periods prescribed for delivery of notice under Section 3.2 of these By-Laws

or, in the case of a nomination made by or at the direction of the Board or by a stockholder holding at least 25% of the Class B

Common Stock of the Corporation, in accordance with such time periods as the Board may from time to time prescribe) to the Secretary at

the principal executive offices of the Corporation a written questionnaire with respect to the background and qualification of such person

and the background of any other person or entity on whose behalf the nomination is being made in the form required by the Corporation

(which form such nominating stockholder shall request in writing from the Secretary prior to submitting notice and which the Secretary

shall provide to such nominating stockholder within 10 days after receiving such request), and a written representation and agreement

in the form required by the Corporation (which form such nominating stockholder shall request in writing from the Secretary prior to submitting

notice and which Secretary shall provide to such nominating stockholder within 10 days after receiving such request) providing that, among

other things, such person (a) is not and will not become a party to (i) any agreement, arrangement or understanding with, and

has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation,

will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation

or (ii) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director

of the Corporation, with such person’s fiduciary duties under applicable law, (b) is not and will not become a party to any

agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation,

reimbursement or indemnification in connection with service or action as a director that has not been disclosed to the Corporation, and

(c) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made,

if elected as a director of the Corporation, will be and remain in compliance with all applicable rules of any securities exchanges

upon which the Corporation’s securities are listed, the Certificate of Incorporation, these By-Laws and all applicable policies

and guidelines of the Corporation publicly disclosed from time to time, including, without limitation, those relating to corporate governance,

conflict of interest, confidentiality, stock ownership and securities trading.

Section 3.4 Compensation.

Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, the Board shall have the authority to fix the compensation

of directors. The directors may be reimbursed their expenses, if any, of attendance at each meeting of the Board and may be paid either

a fixed sum for attendance at each meeting of the Board or other compensation as director. No such payment shall preclude any director

from serving the Corporation in any other capacity and receiving compensation therefor. Members of committees of the Board may be allowed

like compensation and reimbursement of expenses for service on the committee.

ARTICLE IV

BOARD MEETINGS

Section 4.1 Annual

Meetings. The Board shall meet as soon as practicable after the adjournment of each annual stockholders meeting at the place of the

annual stockholders meeting, if any, unless the Board shall fix another time and place and give notice thereof in the manner required

herein for special meetings of the Board. No notice to the directors shall be necessary to legally convene this meeting, except as provided

in this Section 4.1.

Section 4.2 Regular

Meetings. Regularly scheduled, periodic meetings of the Board may be held without notice at such times, dates and places as shall

from time to time be determined by the Board.

12

Section 4.3 Special

Meetings. Special meetings of the Board (a) may be called by the Chairman of the Board or Chief Executive Officer and (b) shall

be called by the Chairman of the Board, Chief Executive Officer or Secretary on the written request of at least a majority of directors

then in office, or the sole director, as the case may be, and shall be held at such time, date and place as may be determined by the person

calling the meeting or, if called upon the request of directors or the sole director, as specified in such written request. Notice of

each special meeting of the Board shall be given, as provided in Section 9.3, to each director (i) at least 24 hours

before the meeting if such notice is oral notice given personally or by telephone or written notice given by hand delivery or by means

of a form of electronic transmission and delivery; (ii) at least two days before the meeting if such notice is sent by a nationally

recognized overnight delivery service; and (iii) at least five days before the meeting if such notice is sent through the United

States mail. If the Secretary shall fail or refuse to give such notice, then the notice may be given by the officer who called the meeting

or the directors who requested the meeting. Any and all business that may be transacted at a regular meeting of the Board may be transacted

at a special meeting. Except as may be otherwise expressly provided by applicable law, the Certificate of Incorporation, or these By-Laws,

neither the business to be transacted at, nor the purpose of, any special meeting need be specified in the notice or waiver of notice

of such meeting. A special meeting may be held at any time without notice if all the directors are present or if those not present waive

notice of the meeting in accordance with Section 9.4.

Section 4.4 Quorum;

Required Vote. A majority of the Whole Board shall constitute a quorum for the transaction of business at any meeting of the Board,

and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board, except as

may be otherwise specifically provided by applicable law, the Certificate of Incorporation or these By-Laws. For purposes of these By-Laws,

the term “Whole Board” shall mean the total number of authorized directors whether or not there exist any vacancies

in previously authorized directorships. If a quorum shall not be present at any meeting, a majority of the directors present may adjourn

the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

Section 4.5 Consent

In Lieu of Meeting. Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, any action required or permitted

to be taken at any meeting of the Board or any committee thereof may be taken without a meeting if all members of the Board or committee,

as the case may be, consent thereto in writing or by electronic transmission, and any consent may be documented, signed and delivered

in any manner permitted by Section 116 of the DGCL. After an action is taken, the writing or writings or electronic transmission

or transmissions (or paper reproductions thereof) shall be filed with the minutes of proceedings of the Board or committee. Such filing

shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic

form.

Section 4.6 Organization.

The chairman of each meeting of the Board shall be the Chairman of the Board or, in the absence (or inability or refusal to act) of the

Chairman of the Board, the Chief Executive Officer (if he or she shall be a director) or, in the absence (or inability or refusal to act)

of the Chief Executive Officer or if the Chief Executive Officer is not a director, the President (if he or she shall be a director) or

in the absence (or inability or refusal to act) of the President or if the President is not a director, a chairman elected from the directors

present. The Secretary shall act as secretary of all meetings of the Board. In the absence (or inability or refusal to act) of the Secretary,

an Assistant Secretary shall perform the duties of the Secretary at such meeting. In the absence (or inability or refusal to act) of the

Secretary and all Assistant Secretaries, the chairman of the meeting may appoint any person to act as secretary of the meeting.

ARTICLE V

COMMITTEES OF DIRECTORS

Section 5.1 Establishment.

The Board may designate one or more committees, including but not limited to an Audit Committee, Compensation Committee and Nominating

and Corporate Governance Committee, each committee to consist of one or more of the directors of the Corporation. Each committee shall

keep regular minutes of its meetings and report the same to the Board when required. The Board shall have the power at any time to fill

vacancies in, to change the membership of, or to dissolve any such committee.

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Section 5.2 Available

Powers. Any committee established pursuant to Section 5.1 hereof, to the extent permitted by applicable law and by resolution

of the Board, shall have and may exercise all of the powers and authority of the Board in the management of the business and affairs of

the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it.

Section 5.3 Alternate

Members. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified

member at any meeting of such committee.

Section 5.4 Procedures.

Unless the Board otherwise provides, the time, date, place, if any, and notice of meetings of a committee shall be determined by such

committee. At meetings of a committee, a majority of the number of members of the committee (but not including any alternate member, unless

such alternate member has replaced any absent or disqualified member at the time of, or in connection with, such meeting) shall constitute

a quorum for the transaction of business. The act of a majority of the members present at any meeting at which a quorum is present shall

be the act of the committee, except as otherwise specifically provided by applicable law, the Certificate of Incorporation, these By-Laws

or the Board. If a quorum is not present at a meeting of a committee, the members present may adjourn the meeting from time to time, without

notice other than an announcement at the meeting, until a quorum is present. Unless the Board otherwise provides and except as provided

in these By-Laws, each committee designated by the Board may make, alter, amend and repeal rules for the conduct of its business.

In the absence of such rules each committee shall conduct its business in the same manner as the Board is authorized to conduct its

business pursuant to Article III and Article IV of these By-Laws.

ARTICLE VI

OFFICERS

Section 6.1 Officers.

The officers of the Corporation elected by the Board shall be a Chairman of the Board, a Chief Executive Officer, a President, a Treasurer,

a Secretary and such other officers (including without limitation a Chief Financial Officer, Vice Presidents, Assistant Secretaries and

Assistant Treasurers) as the Board from time to time may determine. Officers elected by the Board shall each have such powers and duties

as generally pertain to their respective offices, subject to the specific provisions of this Article VI. Such officers shall

also have such powers and duties as from time to time may be conferred by the Board. The Chairman of the Board, Chief Executive Officer,

or President may also appoint such other officers (including without limitation one or more Vice Presidents and Controllers) as may be

necessary or desirable for the conduct of the business of the Corporation. Such other officers shall have such powers and duties and shall

hold their offices for such terms as may be provided in these By-Laws or as may be prescribed by the Board or, if such officer has been

appointed by the Chairman of the Board, Chief Executive Officer or President, as may be prescribed by the appointing officer.

(a) Chairman

of the Board. The Chairman of the Board shall preside when present at all meetings of the stockholders and the Board. The Chairman

of the Board shall advise and counsel the Chief Executive Officer and other officers and shall exercise such powers and perform such duties

as shall be assigned to or required of the Chairman of the Board from time to time by the Board or these By-Laws. The Chairman of the

Board must be a director of the Corporation.

(b) Chief

Executive Officer. The Chief Executive Officer shall be the chief executive officer of the Corporation, shall have general supervision

of the affairs of the Corporation and general control of all of its business subject to the ultimate authority of the Board, and shall

be responsible for the execution of the policies of the Board. In the absence (or inability or refusal to act) of the Chairman of the

Board, the Chief Executive Officer (if he or she shall be a director) shall preside when present at all meetings of the stockholders and

the Board.

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(c) President.

The President shall be the chief operating officer of the Corporation and shall, subject to the authority of the Chief Executive Officer

and the Board, have general management and control of the day-to-day business operations of the Corporation and shall consult with and

report to the Chief Executive Officer. The President shall put into operation the business policies of the Corporation as determined by

the Chief Executive Officer and the Board and as communicated to the President by the Chief Executive Officer and the Board. The President

shall make recommendations to the Chief Executive Officer on all operational matters that would normally be reserved for the final executive

responsibility of the Chief Executive Officer. In the absence (or inability or refusal to act) of the Chairman of the Board and Chief

Executive Officer, the President (if he or she shall be a director) shall preside when present at all meetings of the stockholders and

the Board.

(d) Vice

Presidents. In the absence (or inability or refusal to act) of the President, the Vice President (or in the event there be more than

one Vice President, the Vice Presidents in the order designated by the Board) shall perform the duties and have the powers of the President.

Any one or more of the Vice Presidents may be given an additional designation of rank or function.

(e) Secretary.

(i) The

Secretary shall attend all meetings of the stockholders, the Board and (as required) committees of the Board and shall record the proceedings

of such meetings in books to be kept for that purpose. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders

and special meetings of the Board and shall perform such other duties as may be prescribed by the Board, the Chairman of the Board, Chief

Executive Officer or the President. The Secretary shall have custody of the corporate seal of the Corporation and the Secretary, or any

Assistant Secretary, shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by

his or her signature or by the signature of such Assistant Secretary. The Board may give general authority to any other officer to affix

the seal of the Corporation and to attest the affixing thereof by his or her signature.

(ii) The

Secretary shall keep, or cause to be kept, at the principal executive office of the Corporation or at the office of the Corporation’s

transfer agent or registrar, if one has been appointed, a stock ledger, or duplicate stock ledger, showing the names of the stockholders

and their addresses, the number and classes of shares held by each and, with respect to certificated shares, the number and date of certificates

issued for the same and the number and date of certificates cancelled.

(f) Assistant

Secretaries. The Assistant Secretary or, if there be more than one, the Assistant Secretaries in the order determined by the Board

shall, in the absence (or inability or refusal to act) of the Secretary, perform the duties and have the powers of the Secretary.

(g) Treasurer.

The Treasurer shall perform all duties commonly incident to that office (including, without limitation, the care and custody of the funds

and securities of the Corporation which from time to time may come into the Treasurer’s hands and the deposit of the funds of the

Corporation in such banks or trust companies as the Board, the Chief Executive Officer, or the President may authorize).

(h) Assistant

Treasurers. The Assistant Treasurer or, if there shall be more than one, the Assistant Treasurers in the order determined by the Board

shall, in the absence (or inability or refusal to act) of the Treasurer, perform the duties and exercise the powers of the Treasurer.

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Section 6.2 Term of

Office; Removal; Vacancies. All officers elected by the Board shall hold office until their successors are duly elected and qualified

or until their earlier death, resignation, retirement, disqualification, or removal from office. Any officer may be removed, with or without

cause, at any time by the Board. Any officer appointed by the Chairman of the Board, Chief Executive Officer, or President may also be

removed, with or without cause, by the Chairman of the Board, Chief Executive Officer, or President, as the case may be, unless the Board

otherwise provides. Any vacancy occurring in any elected office of the Corporation may be filled by the Board. Any vacancy occurring in

any office appointed by the Chairman of the Board, Chief Executive Officer, or President may be filled by the Chairman of the Board, Chief

Executive Officer, or President, as the case may be, unless the Board then determines that such office shall thereupon be elected by the

Board, in which case the Board shall elect such officer.

Section 6.3 Other

Officers. The Board may delegate the power to appoint such other officers and agents, and may also remove such officers and agents

or delegate the power to remove same, as it shall from time to time deem necessary or desirable.

Section 6.4 Multiple

Officeholders; Stockholder and Director Officers; Delegation. Any number of offices may be held by the same person unless the Certificate

of Incorporation or these By-Laws otherwise provide. Officers need not be stockholders or residents of the State of Delaware. The Board

may from time to time delegate the powers or duties of any officer to any other officers or agents, notwithstanding any other provisions

of these By-Laws.

ARTICLE VII

SHARES

Section 7.1 Certificated

and Uncertificated Shares. The shares of the Corporation shall be represented by certificates, provided that the Board may

provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any

such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Notwithstanding

the adoption of such a resolution by the Board, every holder of stock represented by certificates and upon request every holder of uncertificated

shares shall be entitled to have a certificate signed in accordance with Section 7.3 representing the number of shares registered

in certificate form. The Corporation shall not have power to issue a certificate representing shares in bearer form.

Section 7.2 Multiple

Classes of Stock. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class,

the Corporation shall (a) cause the powers, designations, preferences and relative, participating, optional or other special rights

of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences or rights to be set forth

in full or summarized on the face or back of any certificate that the Corporation issues to represent shares of such class or series of

stock or (b) in the case of uncertificated shares, within a reasonable time after the issuance or transfer of such shares, send to

the registered owner thereof a written notice containing the information required to be set forth on certificates as specified in clause

(a) above; provided, however, that, except as otherwise provided by applicable law, in lieu of the foregoing requirements,

there may be set forth on the face or back of such certificate or, in the case of uncertificated shares, on such written notice a statement

that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative,

participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions

of such preferences or rights.

Section 7.3 Signatures.

Each certificate representing capital stock of the Corporation shall be signed by or in the name of the Corporation by any two authorized

officers of the Corporation. Any or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar

who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or

registrar before such certificate is issued, such certificate may be issued by the Corporation with the same effect as if such person

were such officer, transfer agent or registrar on the date of issue.

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Section 7.4 Consideration

and Payment for Shares.

(a) Subject

to applicable law and the Certificate of Incorporation, shares of stock may be issued for such consideration, having in the case of shares

with par value a value not less than the par value thereof, and to such persons, as approved by the Board in any manner permitted by the

DGCL. The consideration may consist of any tangible or intangible property or benefit to the Corporation including cash, promissory notes,

services performed, contracts for services to be performed or other securities.

(b) Subject

to applicable law and the Certificate of Incorporation, the Corporation may issue the whole or any part of its shares as partly paid and

subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each certificate issued to represent

any partly paid shares of capital stock or upon the books and records of the Corporation in the case of partly paid uncertificated shares,

the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated.

Section 7.5 Lost,

Destroyed or Wrongfully Taken Certificates.

(a) If

an owner of a certificate representing shares claims that such certificate has been lost, destroyed or wrongfully taken, the Corporation

shall issue a new certificate representing such shares or such shares in uncertificated form if the owner: (i) requests such a new

certificate before the Corporation has notice that the certificate representing such shares has been acquired by a protected purchaser;

(ii) if requested by the Corporation, delivers to the Corporation a bond sufficient to indemnify the Corporation against any claim

that may be made against the Corporation on account of the alleged loss, wrongful taking or destruction of such certificate or the issuance

of such new certificate or uncertificated shares; and (iii) satisfies other reasonable requirements imposed by the Corporation.

(b) If

a certificate representing shares has been lost, apparently destroyed or wrongfully taken, and the owner fails to notify the Corporation

of that fact within a reasonable time after the owner has notice of such loss, apparent destruction or wrongful taking and the Corporation

registers a transfer of such shares before receiving notification, the owner shall be precluded from asserting against the Corporation

any claim for registering such transfer or a claim to a new certificate representing such shares or such shares in uncertificated form.

Section 7.6 Transfer

of Stock.

(a) If

a certificate representing shares of the Corporation is presented to the Corporation with a stock power or other indorsement requesting

the registration of transfer of such shares or an instruction is presented to the Corporation requesting the registration of transfer

of uncertificated shares, the Corporation shall register the transfer as requested if:

(i) in

the case of certificated shares, the certificate representing such shares has been surrendered;

(ii) (A) with

respect to certificated shares, the indorsement is made by the person specified by the certificate as entitled to such shares; (B) with

respect to uncertificated shares, an instruction is made by the registered owner of such uncertificated shares; or (C) with respect

to certificated shares or uncertificated shares, the indorsement or instruction is made by any other appropriate person or by an agent

who has actual authority to act on behalf of the appropriate person;

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(iii) the

Corporation has received a guarantee of signature of the person signing such indorsement or instruction or such other reasonable assurance

that the indorsement or instruction is genuine and authorized as the Corporation may request;

(iv) the

transfer does not violate any restriction on transfer imposed by the Corporation that is enforceable in accordance with Section 7.8(a);

and

(v) such

other conditions for such transfer as shall be provided for under applicable law have been satisfied.

(b) Whenever

any transfer of shares shall be made for collateral security and not absolutely, the Corporation shall so record such fact in the entry

of transfer if, when the certificate for such shares is presented to the Corporation for transfer or, if such shares are uncertificated,

when the instruction for registration of transfer thereof is presented to the Corporation, both the transferor and transferee request

the Corporation to do so.

Section 7.7 Registered

Stockholders. Before due presentment for registration of transfer of a certificate representing shares of the Corporation or of an

instruction requesting registration of transfer of uncertificated shares, the Corporation may treat the registered owner as the person

exclusively entitled to inspect for any proper purpose the stock ledger and the other books and records of the Corporation, vote such

shares, receive dividends or notifications with respect to such shares and otherwise exercise all the rights and powers of the owner of

such shares, except that a person who is the beneficial owner of such shares (if held in a voting trust or by a nominee on behalf of such

person) may, upon providing documentary evidence of beneficial ownership of such shares and satisfying such other conditions as are provided

under applicable law, also so inspect the books and records of the Corporation.

Section 7.8 Effect

of the Corporation’s Restriction on Transfer.

(a) A

written restriction on the transfer or registration of transfer of shares of the Corporation or on the amount of shares of the Corporation

that may be owned by any person or group of persons, if permitted by the DGCL and noted conspicuously on the certificate representing

such shares or, in the case of uncertificated shares, contained in a notice given by the Corporation to the registered owner of such shares

within a reasonable time after the issuance or transfer of such shares, may be enforced against the holder of such shares or any successor

or transferee of the holder including an executor, administrator, trustee, guardian or other fiduciary entrusted with like responsibility

for the person or estate of the holder.

(b) A

restriction imposed by the Corporation on the transfer or the registration of shares of the Corporation or on the amount of shares of

the Corporation that may be owned by any person or group of persons, even if otherwise lawful, is ineffective against a person without

actual knowledge of such restriction unless: (i) the shares are certificated and such restriction is noted conspicuously on the certificate;

or (ii) the shares are uncertificated and such restriction was contained in a notice given by the Corporation to the registered owner

of such shares within a reasonable time after the issuance or transfer of such shares.

Section 7.9 Regulations.

The Board shall have power and authority to make such additional rules and regulations, subject to any applicable requirement of

law, as the Board may deem necessary and appropriate with respect to the issue, transfer or registration of transfer of shares of stock

or certificates representing shares. The Board may appoint one or more transfer agents or registrars and may require for the validity

thereof that certificates representing shares bear the signature of any transfer agent or registrar so appointed.

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ARTICLE VIII

INDEMNIFICATION

Section 8.1 Right

to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any

threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”),

by reason of the fact that he or she is or was a director or officer of the Corporation or, while a director or officer of the Corporation,

is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership,

joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (hereinafter a

“Covered Person”), whether the basis of such proceeding is alleged action in an official capacity as a director,

officer, employee or agent, or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and

held harmless by the Corporation to the fullest extent permitted by applicable law, as the same exists or may hereafter be amended, against

all expenses, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes and penalties

and amounts paid in settlement) reasonably incurred or suffered by such Covered Person in connection with such proceeding; provided,

however, that, except as provided in Section 8.3 with respect to proceedings to enforce rights to indemnification and

advancement of expenses, the Corporation shall indemnify a Covered Person in connection with a proceeding (or part thereof) initiated

by such Covered Person only if such proceeding (or part thereof) was authorized by the Board.

Section 8.2 Right

to Advancement of Expenses. In addition to the right to indemnification conferred in Section 8.1, a Covered Person shall

also have the right to be paid by the Corporation the expenses (including, without limitation, attorneys’ fees) incurred in defending,

testifying, or otherwise participating in any such proceeding in advance of its final disposition (hereinafter an “advancement

of expenses”); provided, however, that, if the DGCL requires, an advancement of expenses incurred by a Covered Person

in his or her capacity as a director or officer of the Corporation (and not in any other capacity in which service was or is rendered

by such Covered Person, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation

of an undertaking (hereinafter an “undertaking”), by or on behalf of such Covered Person, to repay all amounts

so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter

a “final adjudication”) that such Covered Person is not entitled to be indemnified for such expenses under this

Article VIII or otherwise.

Section 8.3 Right

of Indemnitee to Bring Suit. If a claim under Section 8.1 or Section 8.2 is not paid in full by the Corporation

within 60 days after a written claim therefor has been received by the Corporation, except in the case of a claim for an advancement of

expenses, in which case the applicable period shall be 20 days, the Covered Person may at any time thereafter bring suit against the Corporation

to recover the unpaid amount of the claim to the fullest extent permitted by law. If successful in whole or in part in any such suit,

or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Covered Person

shall also be entitled to be paid the expense of prosecuting or defending such suit. In any suit brought by (a) the Covered Person

to enforce a right to indemnification hereunder (but not in a suit brought by a Covered Person to enforce a right to an advancement of

expenses) it shall be a defense that, and (b) the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking,

the Corporation shall be entitled to recover such expenses upon a final adjudication that, the Covered Person has not met any applicable

standard for indemnification set forth in the DGCL. Neither the failure of the Corporation (including its directors who are not parties

to such action, a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the

commencement of such suit that indemnification of the Covered Person is proper in the circumstances because the Covered Person has met

the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including a determination by

its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) that

the Covered Person has not met such applicable standard of conduct, shall create a presumption that the Covered Person has not met the

applicable standard of conduct or, in the case of such a suit brought by the Covered Person, shall be a defense to such suit. In any suit

brought by the Covered Person to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation

to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Covered Person is not entitled

to be indemnified, or to such advancement of expenses, under this Article VIII or otherwise shall be on the Corporation. If

the Corporation shall have made a determination that the claimant is entitled to indemnification, the Corporation shall be bound by such

determination in any judicial proceeding commenced pursuant to Section 8.3. The Corporation shall be precluded from asserting in

any judicial proceeding commenced pursuant to Section 8.3 that the procedures and presumptions of this Article VIII are not

valid, binding and enforceable and shall stipulate in such proceeding that the Corporation is bound by all the provisions of this Article VIII.

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Section 8.4 Non-Exclusivity

of Rights. The rights provided to Covered Persons pursuant to this Article VIII shall not be exclusive of any other right

that any Covered Person may have or hereafter acquire under applicable law, the Certificate of Incorporation, these By-Laws, an agreement,

a vote of stockholders or disinterested directors, or otherwise. The Corporation is specifically authorized to enter into individual contracts

with any or all of its directors, officers, employees or agents with respect to indemnification and advances, to the fullest extent not

prohibited by the DGCL.

Section 8.5 Insurance.

The Corporation may maintain insurance, at its expense, to protect itself and/or any director, officer, employee or agent of the Corporation

or another corporation, partnership, joint venture, trust, other enterprise or nonprofit entity against any expense, liability or loss,

whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.

Section 8.6 Indemnification

of Other Persons. This Article VIII shall not limit the right of the Corporation to the extent and in the manner permitted

by law to indemnify and to advance expenses to persons other than Covered Persons. Without limiting the foregoing, the Corporation may,

to the extent authorized from time to time by the Board, grant rights to indemnification and to the advancement of expenses to any employee

or agent of the Corporation and to any other person who is or was serving at the request of the Corporation as a director, officer, employee

or agent of another corporation or of a partnership, joint venture, trust, other enterprise or nonprofit entity, including service with

respect to an employee benefit plan, to the fullest extent of the provisions of this Article VIII with respect to the indemnification

and advancement of expenses of Covered Persons under this Article VIII.

Section 8.7 Repeal,

Amendment or Modification. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII

shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer of the

Corporation, or has ceased to serve at the request of the Corporation as a director, officer, employee or agent of another corporation

or of a partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit

plan, and shall inure to the benefit of the heirs, executors and administrators of such a person. Any repeal, amendment or modification

of this Article VIII by the Board or the stockholders of the Corporation or by changes in applicable law, or the adoption

of any other provision of these By-Laws inconsistent with this Article VIII, shall, to the extent permitted by applicable

law, be prospective only (except to the extent such amendment, modification or change in applicable law permits the Corporation to provide

broader indemnification rights to Covered Persons on a retroactive basis than permitted prior thereto), and will not in any way diminish

or adversely affect any right or protection existing hereunder in respect of any act or omission occurring prior to such repeal, amendment,

modification or adoption of such inconsistent provision.

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Section 8.8 Certain

Definitions. For purposes of this Article VIII, (a) references to “other enterprise” shall include any

employee benefit plan; (b) references to “fines” shall include any excise taxes assessed on a person with respect to

an employee benefit plan; (c) references to “serving at the request of the Corporation” shall include any service that

imposes duties on, or involves services by, a person with respect to any employee benefit plan, its participants, or beneficiaries; and

(d) a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and

beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interest of the Corporation”

for purposes of Section 145 of the DGCL.

Section 8.9 Contract

Rights. The rights provided to Covered Persons pursuant to this Article VIII (a) shall be contract rights based upon

good and valuable consideration, pursuant to which a Covered Person may bring suit as if the provisions of this Article VIII

were set forth in a separate written contract between the Covered Person and the Corporation, (b) shall fully vest at the time the

Covered Person first assumes his or her position as a director or officer of the Corporation, (c) are intended to be retroactive

and shall be available with respect to any act or omission occurring prior to the adoption of this Article VIII, (d) shall

continue as to a Covered Person who has ceased to be a director or officer of the Corporation, and (e) shall inure to the benefit

of the Covered Person’s heirs, executors and administrators.

Section 8.10 Severability.

If any provision or provisions of this Article VIII shall be held to be invalid, illegal or unenforceable for any reason whatsoever:

(a) the validity, legality and enforceability of the remaining provisions of this Article VIII shall not in any way be

affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Article VIII (including,

without limitation, each such portion of this Article VIII containing any such provision held to be invalid, illegal or unenforceable)

shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

ARTICLE IX

MISCELLANEOUS

Section 9.1 Place

of Meetings. If the place of any meeting of stockholders, the Board or committee of the Board for which notice is required under these

By-Laws is not designated in the notice of such meeting, such meeting shall be held at the principal business office of the Corporation;

provided, however, if the Board has, in its sole discretion, determined that a meeting shall not be held at any place, but instead

shall be held by means of remote communication pursuant to Section 9.5 hereof, then such meeting shall not be held at any

place.

Section 9.2 Fixing

Certain Record Dates.

(a) In

order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof,

the Board may fix a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board,

and which record date shall not be more than 60 nor less than 10 days before the date of such meeting. If the Board so fixes a record

date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines,

at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination.

If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of and to vote at a meeting of

stockholders shall be on the business day next preceding the day on which notice is given, or, if notice is waived, on the business day

next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting

of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for

determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders

entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote

in accordance with the foregoing provisions of this Section 9.2(a) at the adjourned meeting.

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(b) In

order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment

of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the

purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution

fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed,

the record date for determining stockholders for any such purpose shall be on the day on which the Board adopts the resolution relating

thereto.

Section 9.3 Means

of Giving Notice.

(a) Notice

to Directors. Whenever under applicable law, the Certificate of Incorporation or these By-Laws notice is required to be given to any

director, such notice shall be given either (i) in writing and sent by hand delivery, through the United States mail, or by a nationally

recognized overnight delivery service for next day delivery, (ii) by means of facsimile telecommunication or other form of electronic

transmission, or (iii) by oral notice given personally or by telephone. A notice to a director will be deemed given as follows: (i) if

given by hand delivery, orally, or by telephone, when actually received by the director, (ii) if sent through the United States mail,

when deposited in the United States mail, with postage and fees thereon prepaid, addressed to the director at the director’s address

appearing on the records of the Corporation, (iii) if sent for next day delivery by a nationally recognized overnight delivery service,

when deposited with such service, with fees thereon prepaid, addressed to the director at the director’s address appearing on the

records of the Corporation, (iv) if sent by facsimile telecommunication, when sent to the facsimile transmission number for such

director appearing on the records of the Corporation, (v) if sent by electronic mail, when sent to the electronic mail address for

such director appearing on the records of the Corporation, or (vi) if sent by any other form of electronic transmission, when sent

to the address, location or number (as applicable) for such director appearing on the records of the Corporation.

(b) Notice

to Stockholders. Whenever under applicable law, the Certificate of Incorporation or these By-Laws notice is required to be given to

any stockholder, such notice may be given (i) in writing and sent either by hand delivery, through the United States mail, or by

a nationally recognized overnight delivery service for next day delivery, or (ii) by means of a form of electronic transmission consented

to by the stockholder, to the extent permitted by, and subject to the conditions set forth in Section 232 of the DGCL. A notice to

a stockholder shall be deemed given as follows: (i) if given by hand delivery, when actually received by the stockholder, (ii) if

sent through the United States mail, when deposited in the United States mail, with postage and fees thereon prepaid, addressed to the

stockholder at the stockholder’s address appearing on the stock ledger of the Corporation, (iii) if sent for next day delivery

by a nationally recognized overnight delivery service, when deposited with such service, with fees thereon prepaid, addressed to the stockholder

at the stockholder’s address appearing on the stock ledger of the Corporation, and (iv) if given by a form of electronic transmission

consented to by the stockholder to whom the notice is given and otherwise meeting the requirements set forth above, (A) if by facsimile

transmission, when directed to a number at which the stockholder has consented to receive notice, (B) if by electronic mail, when

directed to an electronic mail address at which the stockholder has consented to receive notice, (C) if by a posting on an electronic

network together with separate notice to the stockholder of such specified posting, upon the later of (1) such posting and (2) the

giving of such separate notice, and (D) if by any other form of electronic transmission, when directed to the stockholder. A stockholder

may revoke such stockholder’s consent to receiving notice by means of electronic communication by giving written notice of such

revocation to the Corporation. Any such consent shall be deemed revoked if (1) the Corporation is unable to deliver by electronic

transmission two consecutive notices given by the Corporation in accordance with such consent and (2) such inability becomes known

to the Secretary or an Assistant Secretary or to the Corporation’s transfer agent, or other person responsible for the giving of

notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or

other action.

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(c) Electronic

Transmission. “Electronic transmission” means any form of communication, not directly involving the physical

transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly

reproduced in paper form by such a recipient through an automated process, including but not limited to transmission by telex, facsimile

telecommunication, electronic mail, telegram and cablegram or any other manner permitted by the DGCL.

(d) Notice

to Stockholders Sharing Same Address. Without limiting the manner by which notice otherwise may be given effectively by the Corporation

to stockholders, any notice to stockholders given by the Corporation under any provision of the DGCL, the Certificate of Incorporation

or these By-Laws shall be effective if given by a single written notice to stockholders who share an address if consented to by the stockholders

at that address to whom such notice is given. A stockholder may revoke such stockholder’s consent by delivering written notice of

such revocation to the Corporation. Any stockholder who fails to object in writing to the Corporation within 60 days of having been given

written notice by the Corporation of its intention to send such a single written notice shall be deemed to have consented to receiving

such single written notice.

(e) Exceptions

to Notice Requirements. Whenever notice is required to be given, under the DGCL, the Certificate of Incorporation or these By-Laws,

to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no

duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting

that shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect

as if such notice had been duly given. If the action taken by the Corporation is such as to require the filing of a certificate with the

Secretary of State of Delaware, the certificate shall state, if such is the fact and if notice is required, that notice was given to all

persons entitled to receive notice except such persons with whom communication is unlawful.

Whenever notice is required

to be given by the Corporation, under any provision of the DGCL, the Certificate of Incorporation or these By-Laws, to any stockholder

to whom (1) notice of two consecutive annual meetings of stockholders and all notices of stockholder meetings or of the taking of

action by written consent of stockholders without a meeting to such stockholder during the period between such two consecutive annual

meetings, or (2) all, and at least two payments (if sent by first-class mail) of dividends or interest on securities during a 12-month

period, have been mailed addressed to such stockholder at such stockholder’s address as shown on the records of the Corporation

and have been returned undeliverable, the giving of such notice to such stockholder shall not be required. Any action or meeting that

shall be taken or held without notice to such stockholder shall have the same force and effect as if such notice had been duly given.

If any such stockholder shall deliver to the Corporation a written notice setting forth such stockholder’s then-current address,

the requirement that notice be given to such stockholder shall be reinstated. If the action taken by the Corporation is such as to require

the filing of a certificate with the Secretary of State of Delaware, the certificate need not state that notice was not given to persons

to whom notice was not required to be given pursuant to Section 230(b) of the DGCL. The exception in subsection (1) of

the first sentence of this paragraph to the requirement that notice be given shall not be applicable to any notice returned as undeliverable

if the notice was given by electronic transmission.

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Section 9.4 Waiver

of Notice. Whenever any notice is required to be given under applicable law, the Certificate of Incorporation, or these By-Laws, a

written waiver of such notice, signed before or after the date of such meeting by the person or persons entitled to said notice, or a

waiver by electronic transmission by the person entitled to said notice, shall be deemed equivalent to such required notice. All such

waivers shall be kept with the books of the Corporation. Attendance at a meeting shall constitute a waiver of notice of such meeting,

except where a person attends for the express purpose of objecting to the transaction of any business on the ground that the meeting was

not lawfully called or convened.

Section 9.5 Meeting

Attendance via Remote Communication Equipment.

(a) Stockholder

Meetings. If authorized by the Board in its sole discretion, and subject to such guidelines and procedures as the Board may adopt,

stockholders and proxyholders not physically present at a meeting of stockholders may, by means of remote communication:

(i) participate

in a meeting of stockholders; and

(ii) be

deemed present in person and vote at a meeting of stockholders, whether such meeting is to be held at a designated place, solely by means

of remote communication or held at a designated place and by means of remote communication, provided that (A) the Corporation

shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote

communication is a stockholder or proxyholder, (B) the Corporation shall implement reasonable measures to provide such stockholders

and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including

an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (C) if any stockholder

or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such votes or other action shall

be maintained by the Corporation.

(b) Board

Meetings. Unless otherwise restricted by applicable law, the Certificate of Incorporation or these By-Laws, members of the Board or

any committee thereof may participate in a meeting of the Board or any committee thereof by means of conference telephone or other communications

equipment by means of which all persons participating in the meeting can hear each other. Such participation in a meeting shall constitute

presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction

of any business on the ground that the meeting was not lawfully called or convened.

Section 9.6 Dividends.

The Board may from time to time declare, and the Corporation may pay, dividends (payable in cash, property or shares of the Corporation’s

capital stock) on the Corporation’s outstanding shares of capital stock, subject to applicable law and the Certificate of Incorporation.

Section 9.7 Reserves.

The Board may set apart out of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and may

abolish any such reserve.

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Section 9.8 Contracts

and Negotiable Instruments. Except as otherwise provided by applicable law, the Certificate of Incorporation or these By-Laws, any

contract, bond, deed, lease, mortgage or other instrument may be executed and delivered in the name and on behalf of the Corporation by

such officer or officers or other employee or employees of the Corporation as the Board may from time to time authorize. Such authority

may be general or confined to specific instances as the Board may determine. The Chairman of the Board, the Chief Executive Officer, the

President or any Vice President may execute and deliver any contract, bond, deed, lease, mortgage or other instrument in the name and

on behalf of the Corporation. Subject to any restrictions imposed by the Board, the Chairman of the Board, Chief Executive Officer, President

or any Vice President may delegate powers to execute and deliver any contract, bond, deed, lease, mortgage or other instrument in the

name and on behalf of the Corporation to other officers or employees of the Corporation under such person’s supervision and authority,

it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise

of such delegated power.

Section 9.9 Fiscal

Year. The fiscal year of the Corporation shall be fixed by the Board.

Section 9.10 Seal.

The Board may adopt a corporate seal, which shall be in such form as the Board determines. The seal may be used by causing it or a facsimile

thereof to be impressed, affixed or otherwise reproduced.

Section 9.11 Books

and Records. The books and records of the Corporation may be kept within or outside the State of Delaware at such place or places

as may from time to time be designated by the Board.

Section 9.12 Resignation.

Any director, committee member or officer may resign by giving notice thereof in writing or by electronic transmission to the Chairman

of the Board, the Chief Executive Officer, the President or the Secretary. The resignation shall take effect at the time specified therein,

or at the time of receipt of such notice if no time is specified or the specified time is earlier than the time of such receipt. Unless

otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 9.13 Surety

Bonds. Such officers, employees and agents of the Corporation (if any) as the Chairman of the Board, Chief Executive Officer, the

President or the Board may direct, from time to time, shall be bonded for the faithful performance of their duties and for the restoration

to the Corporation, in case of their death, resignation, retirement, disqualification or removal from office, of all books, papers, vouchers,

money and other property of whatever kind in their possession or under their control belonging to the Corporation, in such amounts and

by such surety companies as the Chairman of the Board, Chief Executive Officer, President or the Board may determine. The premiums on

such bonds shall be paid by the Corporation and the bonds so furnished shall be in the custody of the Secretary.

Section 9.14 Securities

of Other Corporations or Entities. Powers of attorney, proxies, waivers of notice of meeting, consents in writing and other instruments

relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the Chairman of the

Board, Chief Executive Officer, President or any Vice President. Any such officer, may, in the name of and on behalf of the Corporation,

take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation

or other entity in which the Corporation may own securities, or to consent in writing, in the name of the Corporation as such holder,

to any action by such corporation or entity, and at any such meeting or with respect to any such consent shall possess and may exercise

any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have

exercised and possessed. The Board may from time to time confer like powers upon any other person or persons.

Section 9.15 Amendments.

The Board of Directors is authorized to make, repeal, alter, amend and rescind, in whole or in part, these By-Laws without the assent

or vote of the stockholders in any manner not inconsistent with the laws of the State of Delaware or the Certificate of Incorporation.

For so long as shares of Class B Common Stock remain outstanding, the affirmative vote of the holders of a majority in voting power

of all the then-outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class, shall be required

in order for the stockholders of the Corporation to alter, amend, repeal or rescind, in whole or in part, any provision of the By-Laws

(including, without limitation, this Section 9.15) or to adopt any provision inconsistent therewith. Notwithstanding any other

provisions of these By-Laws or any provision of law that might otherwise permit a lesser vote of the stockholders, once no shares of Class B

Common Stock remain outstanding, in addition to any vote of the holders of any class or series of capital stock of the Corporation required

by the Certificate of Incorporation (including any certificate of designation relating to any series of Preferred Stock), these By-Laws

or applicable law, the affirmative vote of the holders of at least 66 2/3% in voting power of all the then-outstanding shares of stock

of the Corporation entitled to vote thereon, voting together as a single class, shall be required in order for the stockholders of the

Corporation to alter, amend, repeal or rescind, in whole or in part, any provision of these By-Laws (including, without limitation, this

Section 9.15) or to adopt any provision inconsistent herewith.

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EX-3.3 — EXHIBIT 3.3

EX-3.3

Filename: tm2611641d1_ex3-3.htm · Sequence: 5

Exhibit 3.3

CERTIFICATE OF DESIGNATION

SERIES A CONVERTIBLE PERPETUAL PREFERRED STOCK

OF

SUNCRETE, INC.

Pursuant to Section 151 of the

General Corporation Law of the State of Delaware

SUNCRETE, INC., a corporation

organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), in accordance

with the provisions of Section 103 thereof, DOES HEREBY CERTIFY:

That pursuant to the authority

conferred upon the Board of Directors by the Certificate of Incorporation of the Corporation, and pursuant to the provisions of Section 151

of the General Corporation Law of the State of Delaware, the Board of Directors, on April 8, 2026, duly adopted the following resolution

creating a series of Preferred Stock of the Corporation designated as “Series A Preferred Stock”:

RESOLVED, that pursuant to

the authority vested in the Board of Directors of the Corporation by the Certificate of Incorporation, a series of Preferred Stock, par

value $0.0001 per share, of the Corporation be and hereby is created, and that the designation and number of shares, and the voting and

other powers, preferences and relative, participating, optional or other rights of the shares of such series, and the qualifications,

limitations and restrictions thereof, are as follows:

1.             Designation,

Amount and Par Value. The series of Preferred Stock shall be designated as Series A Convertible Perpetual Preferred Stock (the

“Series A Preferred Stock”), and the number of shares so designated shall be 26,000 shares. Each share of Series A

Preferred Stock shall have a par value of $0.0001 per share.

2.             Definitions.

As used herein, the following

terms shall have the following meanings:

(a)             “Board

of Directors” means the Board of Directors of the Corporation.

(b)             “Business

Day” means any day other than a Saturday, Sunday or a day on which banks in New York, New York are authorized or required by

law to close.

(c)             “Certificate

of Incorporation” means the Amended and Restated Certificate of Incorporation of the Corporation, as amended from time to time.

(d)             “Common

Stock” means the Class A common stock, par value $0.0001 per share, of the Corporation.

(e)             “Conversion

Date” means the date on which a Holder delivers a Conversion Notice to the Corporation or the Transfer Agent.

(f)             “Conversion

Notice” has the meaning set forth in Section 8(b).

(g)             “Conversion

Price” means the greater of (i) the Floor Price and (ii) the VWAP for the five (5) consecutive Trading Days ending

on and including the Trading Day immediately preceding the Conversion Date.

(h)             “Conversion

Rate” means, with respect to each share of Series A Preferred Stock, the quotient of (i) the Stated Value of such

share as of the Conversion Date divided by (ii) the Conversion Price.

(i)              “Corporation”

means Suncrete, Inc., a Delaware corporation.

(j)              “Credit

Agreement” means that certain Credit Agreement dated as of July 29, 2024, among the Corporation’s subsidiaries, the

lenders party thereto, and Bank of America, N.A., as administrative agent, as amended, restated, supplemented or otherwise modified, refinanced,

or replaced from time to time.

(k)             “Dividend

Payment Date” means, with respect to each Dividend Period, on or before the tenth (10th) day following the required delivery

date of the Corporation’s quarterly compliance certificate as required by its lenders under the Credit Agreement or, if no such

delivery is required, the last day of each calendar quarter.

(l)              “Dividend

Period” means each calendar quarter (or portion thereof) during which Series A Preferred Stock is outstanding.

(m)            “Dividend

Rate” means initially nine percent (9%) per annum, subject to increase per Section 4(d).

(n)             “Floor

Price” means $18.00 per share of Common Stock, subject to equitable adjustment for stock splits, combinations and similar events.

(o)             “Holder”

means a holder of record of shares of Series A Preferred Stock.

(p)             “Junior

Stock” means the Common Stock, the Class B common stock, par value $0.0001 per share, of the Corporation and any other

class or series of stock of the Corporation that ranks junior to the Series A Preferred Stock as to dividend rights and rights upon

the liquidation, winding up and dissolution of the Corporation.

(q)             “Liquidation”

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

(r)             “Liquidation

Preference” means, with respect to each share of Series A Preferred Stock, the Stated Value thereof plus all accrued and

unpaid dividends thereon.

(s)             “Management

Agreement” means that certain Management and Consulting Agreement, dated as of July 29, 2024, by and among the Corporation

(as successor to Concrete Partners Holding, LLC) and Dothan Concrete Investments Management, LLC, a Texas limited liability company, as

the same has been or may be amended, restated, supplemented or otherwise modified.

(t)             “Original

Issuance Date” means the date of initial issuance of shares of Series A Preferred Stock.

(u)             “Parity

Stock” means any class or series of stock of the Corporation that ranks equally with the Series A Preferred Stock as to

dividend rights and rights upon the liquidation, winding up and dissolution of the Corporation.

(v)             “Person”

means an individual, firm, proprietorship, partnership, corporation, limited liability company, limited partnership, association, joint

stock company, trust, joint venture, unincorporated organization or governmental authority.

(w)            “Preferred

Equity Subordination Agreement” means a subordination agreement executed by each Holder in favor of the administrative agent

under the Credit Agreement, in form and substance satisfactory to such administrative agent.

(x)             “Redemption

Date” has the meaning set forth in Section 6(a).

(y)             “Redemption

Notice” has the meaning set forth in Section 6(a).

(z)             “Redemption

Price” has the meaning set forth in Section 6(a).

2

(aa)           “Seed

Preferred Issuance Date” means July 29, 2024.

(bb)           “Senior

Stock” means any class or series of stock of the Corporation that ranks senior to the Series A Preferred Stock as to dividend

rights or rights upon the liquidation, winding up and dissolution of the Corporation.

(cc)           “Stated

Value” means, with respect to each share of Series A Preferred Stock, $1000.00 per share, subject to adjustment for any

stock splits, stock dividends, recapitalizations, combinations or similar transactions affecting the Series A Preferred Stock.

(dd)           “Trading

Day” means any day on which (i) trading in the Common Stock generally occurs on the principal national securities exchange

on which the Common Stock is then listed or admitted to trading and (ii) a VWAP is available for such day.

(ee)           “Transfer

Agent” means Continental Stock Transfer & Trust Company, or any successor transfer agent appointed by the Corporation

to act as transfer agent, registrar and paying agent for the Series A Preferred Stock.

(ff)            “VWAP”

means, for any Trading Day, the per share volume-weighted average price of the Common Stock as displayed under the heading “Bloomberg

VWAP” on Bloomberg page “<equity> AQR” for the “ticker” corresponding to the Common Stock in

respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such Trading

Day (or, if such volume-weighted average price is unavailable, the market value of one share of Common Stock on such Trading Day as determined,

using a volume-weighted average price method, by a nationally recognized independent investment banking firm retained for this purpose

by the Corporation).

3.             Ranking.

The Series A Preferred

Stock shall rank, with respect to payment of dividends and distribution of assets upon the liquidation, winding up and dissolution of

the Corporation:

(a)             senior

and prior to all classes of common stock and any other Junior Stock;

(b)             on

parity with any Parity Stock; and

(c)             junior

to any Senior Stock and to all existing and future indebtedness of the Corporation and its subsidiaries.

4.             Dividends.

(a)             Holders

of shares of Series A Preferred Stock shall be entitled to receive dividends on each outstanding share of Series A Preferred

Stock, which shall accrue on a cumulative basis, whether or not declared by the Board of Directors, at an annual rate equal to the Dividend

Rate multiplied by the Stated Value plus all previously accrued but unpaid dividends thereon. Such dividends shall accrue on each share

of Series A Preferred Stock from the Original Issuance Date for all shares issued on the Original Issuance Date (or, if later, from

the date of issuance of such share) and shall be compounded quarterly on the last day of each calendar quarter.

(b)             Dividends

on the Series A Preferred Stock shall be payable quarterly on each Dividend Payment Date out of funds legally available therefor.

The Corporation shall use commercially reasonable efforts to pay accrued dividends on each Dividend Payment Date. Dividends shall be cumulative

and shall continue to accrue whether or not (i) there are funds of the Corporation legally available for the payment of such dividends,

(ii) such dividends are declared by the Board of Directors or (iii) the Corporation has earnings. Notwithstanding the foregoing,

the declaration and payment of any dividends on the Series A Preferred Stock shall be subject to the terms and conditions of the

Credit Agreement and any other agreements governing indebtedness of the Corporation or its subsidiaries.

3

(c)             So

long as any shares of Series A Preferred Stock remain outstanding, unless full cumulative dividends for all past Dividend Periods

have been paid or declared and a sum sufficient for the payment thereof set aside for payment: (i) no dividend or distribution shall

be declared or paid or set aside for payment on any Junior Stock (other than dividends payable solely in shares of Junior Stock); and

(ii) no shares of Junior Stock or Parity Stock shall be purchased, redeemed or otherwise acquired for consideration by the Corporation,

directly or indirectly. If cumulative dividends for two (2) or more consecutive Dividend Periods have not been paid or declared and

a sum sufficient for the payment thereof set aside for payment, then payment of the Compensation (as defined in the Management Agreement)

and any other similar compensation to Consultant (as defined in the Management Agreement) or an affiliate of Dothan Concrete Investors,

LLC shall be deferred (but, for the avoidance of doubt, shall still accrue) until such time as the Corporation has made a subsequent quarterly

dividend payment in full, at which time the Corporation may resume paying the then-current Compensation (but not the suspended, accrued

Compensation until full cumulative dividends for all past Dividend Periods have been paid or declared and a sum sufficient for the payment

thereof set aside for payment).

(d)             If

the aggregate Redemption Price for all outstanding shares of Series A Preferred Stock has not been paid in full before the sixth

(6th) anniversary of the Seed Preferred Issuance Date, then beginning on the first day of the first calendar quarter thereafter, and on

the first day of each calendar quarter following, the Dividend Rate shall increase by one-half percent (0.50%), up to a maximum annual

rate of fifteen percent (15%).

5.             Liquidation.

(a)             In

the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation (a “Liquidation”),

the Holders shall be entitled to receive out of the assets of the Corporation legally available for distribution to stockholders, before

any payment or distribution of any assets of the Corporation shall be made or set apart for holders of any Junior Stock, an amount equal

to the Liquidation Preference per share.

(b)             If

upon any Liquidation the assets of the Corporation available for distribution to stockholders shall be insufficient to pay the Holders

the full Liquidation Preference to which they are entitled, the Holders shall share ratably in any distribution of assets in proportion

to the full respective Liquidation Preference to which they are entitled.

(c)             Neither

a consolidation nor a merger of the Corporation with or into another entity, nor a sale, lease or transfer of all or substantially all

of the Corporation’s assets, shall be deemed to be a Liquidation for purposes of this Section 5, unless the Holders of at least

a majority of the outstanding shares of Series A Preferred Stock elect, by written notice to the Corporation at least five (5) Business

Days prior to the consummation of such transaction, to have such transaction treated as a Liquidation; provided, however, that the following

transactions shall not constitute a Liquidation and shall not be subject to such election by the Holders: (i) any merger, consolidation

or other business combination transaction in connection with the Corporation's initial business combination with Haymaker Acquisition

Corp. 4 or any of its affiliates, including any related reorganization, recapitalization or restructuring transactions; (ii) any

merger, consolidation, acquisition or other business combination transaction in which the Corporation or any of its direct or indirect

subsidiaries acquires equity interests, assets or businesses of any other Person (whether by merger, stock purchase, asset purchase or

otherwise), provided that the Corporation or a wholly-owned subsidiary of the Corporation is the surviving entity and the holders of the

Corporation's capital stock immediately prior to such transaction continue to hold, directly or indirectly, a majority of the voting power

of the surviving entity immediately following such transaction; and (iii) any reorganization, recapitalization, reclassification

or similar transaction involving only the Corporation and/or its wholly-owned subsidiaries in which the relative economic and voting rights

of the holders of Series A Preferred Stock are preserved in all material respects.

6.             Optional

Redemption.

(a)             At

any time and from time to time on or after the Original Issuance Date, the Corporation may, at its option, redeem any or all of the outstanding

shares of Series A Preferred Stock on a pro rata basis by paying to the Holders thereof an amount in cash equal to the Liquidation

Preference per share on the date fixed for redemption (the “Redemption Price”). The Corporation shall give written

notice of any redemption (the “Redemption Notice”) at least ten (10) days prior to the date fixed for redemption

(the “Redemption Date”), specifying the shares to be redeemed and the Redemption Date.

4

(b)             In

the event of any redemption pursuant to Section 6(a), the Corporation shall redeem shares of Series A Preferred Stock

from Holders on a pro rata basis in proportion to the number of shares of Series A Preferred Stock held by each Holder.

(c)             Upon

the payment of the full Redemption Price for any share of Series A Preferred Stock, such share shall automatically be cancelled and

retired without the need for additional documentation or consideration, and the Holder thereof shall cease to be a stockholder of the

Corporation with respect to such share, and shall have no further rights with respect to such share except the right to receive the Redemption

Price.

(d)             The

Series A Preferred Stock shall not be subject to any sinking fund or other obligation of the Corporation to redeem such shares.

(e)             Upon

receipt of a Redemption Notice from the Corporation, each Holder may, at its option, elect to convert its shares of Series A Preferred

Stock into Common Stock pursuant to Section 8 in lieu of having such shares redeemed for cash. Any such election must be made in

accordance with the requirements of Section 8 within five (5) Business Days of receipt of the Redemption Notice and, in any

event, must be received by the Corporation or the Transfer Agent no later than the Business Day prior to the Redemption Date.

7.             Voting

Rights.

(a)             Except

as required by applicable law or as set forth in this Section 7, the Holders of shares of Series A Preferred Stock shall not

be entitled to vote on any matter submitted to a vote of stockholders of the Corporation.

(b)             So

long as any shares of Series A Preferred Stock are outstanding, the Corporation shall not, without the prior written consent or affirmative

vote of Holders holding at least a majority of the then-outstanding shares of Series A Preferred Stock: (i) amend, alter or

repeal any provision of the Certificate of Incorporation or Bylaws of the Corporation that would materially and adversely affect the rights,

preferences, privileges or powers of the Series A Preferred Stock in a manner disproportionate to any effect on any other class or

series of capital stock; (ii) increase or decrease the authorized number of shares of Series A Preferred Stock; (iii) create,

authorize or issue any Senior Stock or Parity Stock, or any security convertible into or exercisable for shares of Senior Stock or Parity

Stock, or reclassify any of the Corporation’s capital stock into Parity Stock or Senior Stock; or (iv) alter or change the

rights, preferences, privileges or powers of the Series A Preferred Stock so as to adversely affect the Series A Preferred Stock.

8.             Conversion.

(a)             Subject

to the terms and conditions of this Section 8, each Holder shall have the right, at such Holder’s option, at any time and from

time to time on or after the Original Issuance Date, to convert all or any portion of such Holder’s shares of Series A Preferred

Stock into shares of Common Stock. Upon conversion, each share of Series A Preferred Stock shall be converted into a number of shares

of Common Stock equal to the Conversion Rate in effect on the Conversion Date.

(b)             To

convert shares of Series A Preferred Stock, the Holder shall deliver to the Corporation or the Transfer Agent (i) a written

notice (a “Conversion Notice”) stating that such Holder elects to convert shares of Series A Preferred Stock and

specifying the number of shares to be converted and the name(s) in which such Holder wishes the shares of Common Stock to be issued,

and (ii) if the shares of Series A Preferred Stock are represented by a certificate, such certificate (or, in the case of a

lost, stolen or destroyed certificate, an affidavit of loss and an indemnity reasonably acceptable to the Corporation). The conversion

shall be deemed to have been effected as of the close of business on the Conversion Date.

(c)             As

promptly as practicable after the Conversion Date (and in any event within three (3) Business Days thereafter), the Corporation shall

(i) issue and deliver, or cause to be issued and delivered, to the converting Holder a certificate or certificates representing the

number of shares of Common Stock to which such Holder is entitled (or, if the Common Stock is held in book-entry form, register such shares

in the name of the Holder or its designee in book-entry form through the facilities of DTC), and (ii) pay all accrued and unpaid

dividends on the converted shares of Series A Preferred Stock through and including the Conversion Date in cash, to the extent funds

are legally available therefor, or, at the Corporation’s election, in additional shares of Common Stock valued at the Conversion

Price.

5

(d)             The

Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose

of issuance upon conversion of the Series A Preferred Stock, such number of shares of Common Stock as shall be issuable upon the

conversion of all outstanding shares of Series A Preferred Stock. All shares of Common Stock delivered upon conversion of the Series A

Preferred Stock shall be duly and validly issued, fully paid and non-assessable, free from all preemptive rights and free from all liens,

charges and security interests with respect to the issuance thereof.

(e)             No

fractional shares of Common Stock shall be issued upon conversion of the Series A Preferred Stock. In lieu of any fractional share

to which a Holder would otherwise be entitled, the Corporation shall pay to such Holder cash equal to such fraction multiplied by the

Conversion Price.

(f)             The

Conversion Rate shall be adjusted from time to time as follows: (i) if the Corporation (A) pays a dividend or makes a distribution

on its Common Stock in shares of Common Stock, (B) subdivides or splits its outstanding Common Stock into a greater number of shares,

or (C) combines or reverse splits its outstanding Common Stock into a smaller number of shares, then the Conversion Rate in effect

immediately prior to such event shall be adjusted so that each Holder shall be entitled to receive the number of shares of Common Stock

that such Holder would have owned or been entitled to receive had such shares been converted immediately prior to the record date for

such dividend or distribution or the effective date of such subdivision, split, combination or reverse split; and (ii) if any capital

reorganization, reclassification of the Common Stock, consolidation or merger of the Corporation with another corporation, or sale, transfer

or other disposition of all or substantially all of the Corporation's assets to another corporation shall be effected, then, as a condition

of such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition, lawful and adequate provision shall

be made whereby each Holder shall thereafter have the right to receive upon conversion of the Series A Preferred Stock the kind and

amount of stock, securities, cash or other property that would have been receivable upon such reorganization, reclassification, consolidation,

merger, sale, transfer or other disposition by a holder of the number of shares of Common Stock issuable upon conversion of such Series A

Preferred Stock immediately prior to such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition.

(g)             Whenever

the Conversion Rate is adjusted pursuant to this Section 8, the Corporation shall promptly provide written notice thereof to each

Holder, setting forth in reasonable detail the event requiring the adjustment and the method by which such adjustment was calculated.

(h)             The

Corporation shall pay any documentary, stamp or similar issue or transfer taxes due on the issuance of shares of Common Stock upon conversion

of the Series A Preferred Stock; provided, however, that the Corporation shall not be required to pay any tax that may be payable

in respect of any transfer involved in the issuance and delivery of shares of Common Stock in a name other than that of the Holder of

the converted shares, and no such issuance or delivery shall be made unless and until the Person requesting such issuance has paid to

the Corporation the amount of any such tax or has established to the Corporation's satisfaction that such tax has been paid.

(i)             The

Corporation shall, at least ten (10) Business Days prior to the applicable record date, provide written notice to each Holder of

any record date established for (i) the declaration or payment of any dividend or distribution on the Common Stock, (ii) the

effectuation of any subdivision, combination, reclassification or recapitalization of the Common Stock, or (iii) any vote of holders

of Common Stock with respect to any merger, consolidation, sale of all or substantially all assets, dissolution or winding up of the Corporation.

Such notice shall describe the material terms of the action proposed to be taken and shall afford the Holders a reasonable opportunity

to convert their shares of Series A Preferred Stock into Common Stock prior to such record date pursuant to the terms hereof.

6

9.             Preemptive

Rights. The Holders of Series A Preferred Stock shall not have any preemptive rights to subscribe for or purchase any additional

securities of the Corporation.

10.           Maturity

Date. The Series A Preferred Stock shall be perpetual and shall have no stated maturity date.

11.           Transfer

Restrictions. The shares of Series A Preferred Stock may be transferred, subject to compliance with applicable securities laws

and any transfer restrictions set forth in the Certificate of Incorporation, Bylaws or any agreement to which the Corporation or any

Holder is a party. Each Holder, by acceptance of shares of Series A Preferred Stock, agrees to execute and deliver a Preferred Equity

Subordination Agreement in favor of the administrative agent under the Credit Agreement as a condition to acquiring shares of Series A

Preferred Stock.

12.           Transfer

Agent.

(a)             The

Transfer Agent shall act as transfer agent, registrar and paying agent for the Series A Preferred Stock. The Corporation may, in

its sole discretion, remove the Transfer Agent and appoint a successor transfer agent; provided that the Corporation shall appoint a successor

transfer agent who shall accept such appointment prior to the effectiveness of such removal.

(b)             The

Corporation and the Transfer Agent may deem and treat the record holder of any share of Series A Preferred Stock as the true and

lawful owner thereof for all purposes, and neither the Corporation nor the Transfer Agent shall be affected by any notice to the contrary.

13.           Notices.

All notices required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given (i) upon

personal delivery to the party to be notified, (ii) when sent, if sent by email during normal business hours of the recipient, and

if not sent during normal business hours, then on the next Business Day, (iii) when received, if sent by a nationally recognized

overnight courier with tracking capabilities, or (iv) when received, if sent by certified or registered mail, postage prepaid, return

receipt requested. Such notices must be sent (a) to the Corporation at its principal executive offices, and (b) to any Holders,

at the address or email address set forth in the stock register maintained by the Transfer Agent. Each Holder shall be responsible for

providing and maintaining a current address with the Transfer Agent, and the Corporation and the Transfer Agent shall be entitled to rely

on the most recent address on file for purposes of delivering any notice hereunder. Failure by a Holder to provide a current address shall

not affect the validity of any notice given in accordance with this Section 13.

14.           Fractional

Shares. The Series A Preferred Stock may be issued in fractional shares, which fractional shares shall entitle the Holder thereof,

in proportion to such Holder’s fractional share, to exercise voting rights, receive dividends, participate in distributions and

have the benefit of all other rights of Holders of Series A Preferred Stock.

15.           Amendments.

Any of the rights, powers, preferences and other terms of the Series A Preferred Stock set forth herein may be waived or amended

on behalf of all Holders by the affirmative written consent or vote of the Holders of at least a majority of the then-outstanding shares

of Series A Preferred Stock.

16.           Governing

Law. This Certificate of Designation and the rights and obligations of the Holders set forth herein shall be governed by, and construed

in accordance with, the laws of the State of Delaware, without giving effect to conflicts of law principles thereof.

17.           Withholding.

The Corporation and its paying agent shall be entitled to withhold taxes on all payments on the Series A Preferred Stock or Common

Stock or other securities issued upon conversion of the Series A Preferred Stock in each case to the extent required by applicable

law; provided that to the extent that the Holders of Series A Preferred Stock have previously delivered an appropriate IRS Form W-8

or W-9 to the Corporation establishing an exemption for U.S. federal withholding (including backup withholding), the Corporation shall

not be permitted to withhold unless the Corporation has provided such a Holder advance written notice of its intent to withhold at least

five (5) days prior to the payment of the amount subject to withholding, and has given such a Holder a reasonable opportunity to

provide any form or certificate available to reduce or eliminate such withholding. Within a reasonable amount of time after making such

withholding payment, the Corporation shall furnish the applicable Holder with copies of any tax certificate, receipt or other documentation

reasonably acceptable to the Holder evidencing such payment.

[Remainder of page intentionally left blank]

7

IN WITNESS WHEREOF, the Corporation

has caused this Certificate of Designation to be executed and acknowledged this 8th day of April, 2026.

SUNCRETE, INC.

By:

/s/ Christopher Bradley

Name:

Christopher Bradley

Title:

Vice President

[Signature Page to Suncrete,

Inc. Certificate of Designation]

EX-4.2 — EXHIBIT 4.2

EX-4.2

Filename: tm2611641d1_ex4-2.htm · Sequence: 6

Exhibit 4.2

AMENDMENT NO. 1 TO

WARRANT AGREEMENT

THIS AMENDMENT NO. 1 TO

WARRANT AGREEMENT (this “Amendment”), made as of April 8, 2026, by and between Haymaker Acquisition Corp. 4,

a Cayman Islands exempted company (the “Company”) and Continental Stock Transfer & Trust Company, a New York

corporation, as warrant agent (the “Warrant Agent”), amends that certain Warrant Agreement, dated as of July 25,

2023, and filed with the United States Securities and Exchange Commission on July 31, 2023, by and between the Company and the Warrant

Agent (the “Existing Warrant Agreement”). Capitalized terms used herein, but not otherwise defined, shall have the

meanings given to such terms in the Existing Warrant Agreement.

WHEREAS, pursuant to the

Existing Warrant Agreement, the Company issued 11,500,000 public warrants (the “Public Warrants”) and 398,800 private

placement warrants (the “Private Placement Warrants” and together with the Private Placement Warrants, the “Warrants”),

in connection with the Company’s initial public offering, with each whole Warrant representing the right to purchase one whole

Class A ordinary share, par value $0.0001 per share, of the Company;

WHEREAS, the terms of the Warrants are governed

by the Existing Warrant Agreement;

WHEREAS, effective as of

October 9, 2025, the Company, Suncrete, Inc., a Delaware corporation (“PubCo”), Haymaker Merger Sub I, Inc.

(“Merger Sub I”), a Delaware corporation, Haymaker Merger Sub II, LLC, a Delaware limited liability company (“Merger

Sub II”), and Concrete Partners Holding, LLC, a Delaware limited liability company (“Suncrete”), entered

into a Business Combination Agreement (as amended from time to time, the “Business Combination Agreement”) in connection

with the proposed business combination between the parties thereto (the “Business Combination”);

WHEREAS, pursuant to the

Business Combination Agreement, Merger Sub I will merge with and into the Company, with the Company surviving as a wholly owned subsidiary

of PubCo and immediately thereafter, Merger Sub II will merge with and into Suncrete, with Suncrete surviving as a wholly owned subsidiary

of PubCo;

WHEREAS, in connection with

the Business Combination, the Company desires to assign all of its right, title and interest in the Existing Warrant Agreement to PubCo

and PubCo wishes to accept such assignment;

WHEREAS, Section 9.9

of the Existing Warrant Agreement provides that the Existing Warrant Agreement may be amended with the vote or written consent of the

registered holders of at least 50% of the then outstanding Warrants (the “Requisite Holders”);

WHEREAS, the Company and

the Warrant Agent desire to amend the Existing Warrant Agreement to provide for an automatic redemption of the Public Warrants at a redemption

price of $2.25 and 0.075 Class A ordinary shares of the Company per Public Warrant in connection with the closing of the Business

Combination;

WHEREAS, at a meeting of

the holders of the outstanding Public Warrants held on or about the date of the Extraordinary General Meeting of shareholders of the

Company held in connection with the Business Combination, the Requisite Holders voted to approve this Amendment; and

WHEREAS, the Private Placement

Warrants will not be redeemed in connection with the Business Combination, will remain outstanding, and will continue to be governed

by the Existing Warrant Agreement, as amended by this Amendment.

NOW, THEREFORE, in consideration

of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

1.

Assignment and Assumption;

Consent.

1.1      Assignment

and Assumption.      The Company hereby assigns to PubCo all of the Company’s right, title

and interest in and to the Existing Warrant Agreement (as amended hereby) as of the Acquisition Merger Effective Time (as defined in

the Business Combination Agreement). PubCo hereby assumes, and agrees to pay, perform, satisfy and discharge in full, as the same become

due, all of the Company’s liabilities and obligations under the Existing Warrant Agreement (as amended hereby) arising from and

after the Acquisition Merger Effective Time.

1.2     Consent.     The

Warrant Agent hereby consents to the assignment of the Existing Warrant Agreement by the Company to PubCo pursuant to Section 1.1

hereof effective as of the Acquisition Merger Effective Time, and the assumption of the Existing Warrant Agreement by PubCo from the

Company pursuant to Section 1.1 hereof effective as of the Acquisition Merger Effective Time, and to the continuation of the Existing

Warrant Agreement in full force and effect from and after the Acquisition Merger Effective Time, subject at all times to the Existing

Warrant Agreement (as amended hereby) and to all of the provisions, covenants, agreements, terms and conditions of the Existing Warrant

Agreement and this Agreement.

2.

Amendment of Existing Warrant Agreement.

2.1      Preamble.      The

preamble on page one of the Existing Warrant Agreement is hereby amended by deleting “Haymaker Acquisition Corp. 4, a Cayman

Islands exempted company” and replacing it with “Suncrete, Inc., a Delaware corporation”. As a result thereof,

all references to the “Company” in the Existing Warrant Agreement shall be references to Suncrete, Inc. rather than

Haymaker Acquisition Corp. 4.

2.2     Recitals.     The

recitals on pages one and two of the Existing Warrant Agreement are hereby deleted and replaced in their entirety as follows:

“WHEREAS,

Haymaker Acquisition Corp. 4 (“Haymaker”) previously consummated its initial public offering (the “Offering”)

of units of Haymaker’s equity securities, each such unit comprised of one Class A ordinary share, par value $0.0001 per share

(“Ordinary Shares”) and one-half of one redeemable Public Warrant (as defined below) (the “Public

Units”) and, in connection therewith, issued and delivered 11,500,000 warrants to public investors in the Offering (the

“Public Warrants”);

WHEREAS, Haymaker

entered into that certain Private Placement Units Purchase Agreement with Haymaker Sponsor IV LLC, a Delaware limited liability company

(the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 797,600 units simultaneously with

the closing of the Offering (the “Private Placement Units”) at a purchase price of $10.00 per Private Placement

Unit, and, in connection therewith, 398,800 warrants comprising part of such Private Placement Units (the “Private Placement

Warrants” and together with the Public Warrants, the “Warrants”), which bear the legend set forth

in Exhibit B hereto;

WHEREAS, Haymaker

filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1,

File No. 333-273117 (the “Registration Statement”), and prospectus (the “Prospectus”),

for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Units, the

Public Warrants, the Ordinary Shares included in the Units and the Ordinary Shares underlying the Public Warrants;

WHEREAS, effective

as of October 9, 2025, Haymaker, the Company, Haymaker Merger Sub I, Inc. (“Merger Sub I”), a Delaware

corporation, Haymaker Merger Sub II, LLC, a Delaware limited liability company (“Merger Sub II”), and Concrete

Partners Holding, LLC, a Delaware limited liability company (“Suncrete”), entered into a Business Combination

Agreement (as amended from time to time, the “Business Combination Agreement”) in connection with the proposed

business combination between the parties thereto (the “Business Combination”);

WHEREAS, pursuant

to the Business Combination Agreement, Merger Sub I will merge with and into Haymaker, with Haymaker surviving as a wholly owned subsidiary

of the Company and immediately thereafter, Merger Sub II will merge with and into Suncrete, with Suncrete surviving as a wholly owned

subsidiary of the Company;

WHEREAS, upon

the Acquisition Merger Effective Time, each then-outstanding Warrant automatically will be assumed by the Company and converted into

a warrant to acquire one share of the Company’s Class A Common Stock for $11.50 per whole share, subject to adjustment as

described herein;

WHEREAS, the Company

desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance,

registration, transfer, exchange, redemption and exercise of the Warrants;

WHEREAS, the Company

desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective

rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and

WHEREAS, all acts

and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned

by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the

execution and delivery of this Agreement.

NOW, THEREFORE,

in consideration of the mutual agreements herein contained, the parties hereto agree as follows:”

2.3    Detachability

of Warrants.     Section 2.4 of the Existing Warrant Agreement is hereby deleted and replaced

with the following:

“[INTENTIONALLY

OMITTED]”

Except that the

defined term “Business Day” set forth therein shall be retained for all purposes of the Existing Warrant Agreement.

2.4    Duration

of Warrants.     The first sentence of Section 3.2 of the Existing Warrant Agreement is hereby

deleted and replaced with the following:

“A Warrant

may be exercised only during the period (the “Exercise Period”) commencing on the date that is thirty (30)

days after the consummation of the transactions contemplated by the Business Combination Agreement (the “Business Combination”),

and terminating at 5:00 p.m., New York City time on the earlier to occur of: (x) the date that is five (5) years after the

date on which the Business Combination is completed, (y) the liquidation of the Company, or (z) other than with respect to

the Private Placement Warrants to the extent then held by the original purchasers thereof or their Permitted Transferees, the Redemption

Date (as defined below) as provided in Section 6.2 hereof (the “Expiration Date”); provided, however,

that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in Subsection 3.3.2

below with respect to an effective registration statement.”

2.5    Deletion

of Section 2.7.      Section 2.7 of the Existing Warrant Agreement is hereby deleted

in its entirety and replaced with “[Reserved]”. All references in the Existing Warrant Agreement to “Working Capital

Warrants” are hereby deleted.

2.6     Redemption

of Public Warrants.     Section 6 of the Existing Warrant Agreement is hereby amended and restated

in its entirety to read as follows:

“6. Redemption

of Public Warrants.

6.1      Qualified

Business Combination Redemption.      All of the outstanding Public Warrants shall be redeemed,

automatically and without any action by the Registered Holder thereof, immediately prior to the Domestication Effective Time on the date

of the Acquisition Merger (as defined in the Business Combination Agreement) (a “Qualified Business Combination Redemption Date”),

at the office of the Warrant Agent, at a Redemption Price of $2.25 and 0.075 Class A ordinary shares of the Company per Public Warrant

(a “Qualified Business Combination Redemption”). As used in this Agreement, the “Business Combination Agreement”

means that certain Business Combination Agreement, dated as of October 9, 2025, by and among the Company, Suncrete, Inc., a

Delaware corporation, Haymaker Merger Sub I, Inc., a Delaware corporation, Haymaker Merger Sub II, LLC, a Delaware limited liability

company, and Concrete Partners Holding, LLC, a Delaware limited liability company, as it may be amended, supplemented or otherwise modified

from time to time.

6.2      Date

Fixed for, and Notice of Redemption; Redemption Price.      In the event of a Qualified Business

Combination Redemption, the Company need not fix a date for such Qualified Business Combination Redemption or provide any notice thereof

to the Registered Holders of the Public Warrants to be redeemed, and such Qualified Business Combination Redemption shall be deemed to

have occurred immediately prior to the Domestication Effective Time on the Qualified Business Combination Redemption Date. As used in

this Agreement, “Redemption Date” shall mean the Qualified Business Combination Redemption Date. As used in this Agreement,

“Redemption Price” shall mean the price per Public Warrant at which any Public Warrants are redeemed pursuant to Section 6.1.

6.3      Exercise

After Notice of Redemption.      On and after the Redemption Date, the record holders of the

Public Warrants shall have no further rights except to receive, upon surrender of the Public Warrants, the Redemption Price.”

3.

Miscellaneous Provisions.

3.1      Operative

Date of Amendment.      Each of the parties hereto acknowledges and agrees that the amendments

to Section 6 of the Existing Warrant Agreement set forth in this Amendment shall not be operative until, and shall be expressly

subject to the occurrence of, the Domestication Effective Time and this Amendment shall automatically be terminated and shall be null

and void if the Business Combination Agreement shall be terminated for any reason.

3.2      Successors.      All

the covenants and provisions of this Amendment by or for the benefit of the Company or the Warrant Agent shall bind and inure to the

benefit of their respective successors and assigns.

3.3      Applicable

Law.      The validity, interpretation, and performance of this Amendment shall be governed in

all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application

of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out

of or relating in any way to this Amendment shall be brought and enforced in the courts of the State of New York or the United States

District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive.

The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

3.4      Counterparts.      This

Amendment may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be

deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

3.5      Effect

of Headings.      The section headings herein are for convenience only and are not part of this

Amendment and shall not affect the interpretation thereof.

3.6      Severability.      This

Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity

or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable

term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms to

such invalid or unenforceable provision as may be possible and be valid and enforceable.

3.7      Entire

Agreement.      The Existing Warrant Agreement, as modified by this Amendment, constitutes the

entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether

written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements,

promises and commitments are hereby canceled and terminated.

[Signature page follows]

IN WITNESS WHEREOF, the

parties hereto have caused this Agreement to be duly executed as of the date first above written.

HAYMAKER ACQUISITION CORP. 4

By:

/s/

Christopher Bradley

Name: Christopher Bradley

Title: Chief Executive Officer and Chief Financial

Officer

CONTINENTAL STOCK TRANSFER &

TRUST COMPANY, as Warrant Agent

By:

/s/ Erika

Young

Name: Erika Young

Title: Vice President

SUNCRETE, INC.

By:

/s/ Christopher

Bradley

Name: Christopher Bradley

Title: Vice President

[Signature Page to Amendment No. 1

to Warrant Agreement]

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2611641d1_ex10-1.htm · Sequence: 7

Exhibit 10.1

Execution Version

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

THIS AMENDED AND RESTATED

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 8, 2026, is made and entered into by

and among Suncrete, Inc., a Delaware corporation (the “Company”), and Haymaker Sponsor IV LLC, a Delaware

limited liability company (the “Sponsor” and, collectively with any person or entity who hereafter becomes a

party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holders” and each individually

a “Holder”).

RECITALS

WHEREAS,

Haymaker Acquisition Corp. 4, a Cayman Islands exempted company (“SPAC”), entered into that certain Registration

Rights Agreement, dated as of July 25, 2023 (the “Original Agreement”), with the Sponsor and certain other

parties thereto;

WHEREAS,

on the date hereof, pursuant to that certain Business Combination Agreement, dated as of October 9, 2025 (the “Business

Combination Agreement”), by and among SPAC, Haymaker Merger Sub I, Inc., a Delaware corporation, Haymaker Merger Sub

II, LLC, a Delaware limited liability company, the Company and Concrete Partners Holding, LLC, a Delaware limited liability company, SPAC

(i) domesticated from a Cayman Islands exempted company to a Delaware corporation and (ii) merged with and into a wholly owned

subsidiary of the Company, with SPAC surviving as a wholly owned subsidiary of the Company (collectively, the “Transactions”);

WHEREAS,

on the date hereof, pursuant to the Business Combination Agreement, the Company has succeeded to the rights and obligations of SPAC under

the Original Agreement;

WHEREAS,

in connection with the Transactions, the Sponsor holds shares of Class A common stock, par value $0.0001 per share, of the Company

(the “Common Stock”);

WHEREAS,

in connection with the consummation of the Transactions, the parties hereto desire to amend and restate the Original Agreement in its

entirety to provide the Sponsor with certain registration rights with respect to the Registrable Securities (as defined herein) as set

forth in this Agreement;

WHEREAS,

the Original Agreement may be amended upon the written consent of SPAC (or its successor) and the Holders (as defined in the Original

Agreement) of a majority in interest of the Registrable Securities (as defined in the Original Agreement); and

WHEREAS,

the Sponsor is the holder of all Registrable Securities (as defined in the Original Agreement).

NOW,

THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration,

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

Article I

DEFINITIONS

1.1 Definitions. The terms defined in this

Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:

“Adverse Disclosure”

shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive

Officer or Chief Financial Officer of the Company, after consultation with counsel to the Company, (i) would be required to be made

in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue

statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus

and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required

to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose

for not making such information public.

“Agreement”

shall have the meaning given in the Preamble.

“Board”

shall mean the Board of Directors of the Company.

“Business Combination”

shall mean any merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one

or more businesses, involving the Company.

“Business Combination

Agreement” shall have the meaning given in the Recitals hereto.

“Commission”

shall mean the United States Securities and Exchange Commission.

“Common Stock”

shall have the meaning given in the Recitals.

“Common Stock

Lock-up Period” shall mean the period as described in that certain Sponsor Support Agreement, dated as of October 9,

2025, by and among SPAC, the Company, the Sponsor and the other parties signatory thereto.

“Company”

shall have the meaning given in the Preamble.

“Exchange Act”

shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.

“Form S-1”

means a Registration Statement on Form S-1 or any similar long-form registration statement that may be available at such time.

“Form S-3”

means a Registration Statement on Form S-3 or any similar short-form registration statement that may be available at such time.

“Holders”

shall have the meaning given in the Preamble.

“Misstatement”

shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement

or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light

of the circumstances under which they were made) not misleading.

“Original Agreement”

shall have the meaning given in the Recitals hereto.

“Permitted Transferees”

shall mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior

to the expiration of the Common Stock Lock-up Period or any other lock-up period, as the case may be, under this Agreement and any other

applicable agreement between such Holder and the Company, and to any transferee thereafter.

“Prospectus”

shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended

by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

“Registrable Security”

shall mean (a) any shares of Common Stock held by the Holder as of the date hereof, and (b) any other equity securities of the

Company issued or issuable with respect to any such Common Stock by way of a stock dividend or stock split or in connection with a combination

of shares, recapitalization, merger, consolidation or reorganization; provided, however, that, as to any particular Registrable Security,

such securities shall cease to be Registrable Securities when: (i) a Registration Statement with respect to the sale of such securities

shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in

accordance with such Registration Statement; (ii) such securities shall have been otherwise transferred, new certificates for such

securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution

of such securities shall not require registration under the Securities Act; (iii) such securities shall have ceased to be outstanding;

or (iv) such securities may be sold without registration pursuant to Rule 144 promulgated under the Securities Act (or any successor

rule promulgated thereafter by the Commission) without volume or other restrictions or limitations.

2

“Registration”

shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements

of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming

effective.

“Registration

Expenses” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:

(A) all registration

and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.)

and any securities exchange on which the Common Stock is then listed;

(B) fees and expenses

of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for any underwriter in connection

with blue sky qualifications of Registrable Securities);

(C) printing, messenger,

telephone and delivery expenses;

(D) reasonable fees and

disbursements of counsel for the Company; and

(E) reasonable fees and

disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration.

“Registration

Statement” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this

Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements

to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

“Securities Act”

shall mean the Securities Act of 1933, as amended from time to time.

“SPAC”

shall have the meaning given in the Recitals hereto.

“Sponsor”

shall have the meaning given in the Recitals hereto.

Article II

REGISTRATIONS

2.1 Shelf Registration.

The Company agrees that, within thirty (30) calendar days after the date hereof, the Company will use its commercially reasonable efforts

to file with the Commission a Registration Statement on Form S-1 (or, if available, Form S-3) providing for the resale of all

Registrable Securities held by the Holder(s) (determined as of two (2) business days prior to such submission or filing) on

a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a “Shelf Registration Statement”).

2.2 Effectiveness.

The Company shall use its commercially reasonable efforts to cause the Shelf Registration Statement to become effective as soon as practicable

after filing and to remain effective until the earlier of (a) the date on which all Registrable Securities covered by such Registration

Statement have been sold, or (b) the date on which all Registrable Securities covered by such Registration Statement may be sold

without registration pursuant to Rule 144 under the Securities Act without volume or other restrictions or limitations; provided,

however, that the Company’s obligations to include such Holder’s Registrable Securities in the Registration Statement

are contingent upon such Holder furnishing in writing to the Company such information regarding such Holder, the securities of the Company

held by such Holder and the intended method of disposition of the Registrable Securities as shall be reasonably requested by the Company

to effect the registration of such Holder’s Registrable Securities, and such Holder shall execute such documents in connection with

such registration as the Company may reasonably request that are customary of a selling shareholder in similar situations.

3

2.3 Effect on Prior Rights.

For the avoidance of doubt, this Agreement supersedes and replaces the Original Agreement in its entirety, and the Holder shall have no

rights under the Original Agreement, including any underwritten demand registration rights or piggyback registration rights previously

provided thereunder.

Article III

COMPANY PROCEDURES

3.1 General Procedures.

The Company shall use its commercially reasonable efforts to effect such Registration to permit the sale of such Registrable Securities

in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously as possible:

3.1.1 prepare and file with

the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as

may be requested by the Holders of Registrable Securities or as may be required by the rules, regulations or instructions applicable to

the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement

effective until the earlier of (a) the date on which all Registrable Securities covered by such Registration Statement have been

sold, or (b) the date on which all Registrable Securities covered by such Registration Statement may be sold without registration

pursuant to Rule 144 under the Securities Act without volume or other restrictions or limitations;

3.1.2 prior to filing a Registration

Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Holders of Registrable Securities included

in such Registration, and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment

and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein),

the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as the Holders

of Registrable Securities included in such Registration or the legal counsel for any such Holders may request in order to facilitate the

disposition of the Registrable Securities owned by such Holders;

3.1.3 prior to any public offering

of Registrable Securities, use its commercially reasonable efforts to (i) register or qualify the Registrable Securities covered

by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders

of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take

such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by

such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other

acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement

to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company

shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take

any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise

so subject;

3.1.4 cause all such Registrable

Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are

then listed;

3.1.5 provide a transfer agent

and registrar for all such Registrable Securities no later than the effective date of such Registration Statement;

3.1.6 advise each seller of

such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by

the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such

purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop

order should be issued;

3.1.7 at least five (5) days

prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement furnish

a copy thereof to each seller of such Registrable Securities and its counsel, including, without limitation, providing copies promptly

upon receipt of any comment letters received with respect to any such Registration Statement or Prospectus;

4

3.1.8 notify the Holders at

any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening

of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement,

and then to correct such Misstatement as set forth in Section 3.3 hereof;

3.1.9 permit a representative

of the Holders (such representative to be selected by a majority of the participating Holders) and any attorney or accountant retained

by such Holders to participate, at each such person’s own expense, in the preparation of the Registration Statement, and cause the

Company’s officers, directors and employees to supply all information reasonably requested by any such representative, attorney

or accountant in connection with the Registration; provided, however, that such representatives enter into a confidentiality

agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information; and

provided further, the Company may not include the name of any Holder or any information regarding any Holder in any Registration

Statement or Prospectus, any amendment or supplement to such Registration Statement or Prospectus, any document that is to be incorporated

by reference into such Registration Statement or Prospectus, or any response to any comment letter, without the prior written consent

of such Holder, such consent not to be unreasonably withheld, and providing each such Holder a reasonable amount of time to review and

comment on such applicable document, which comments the Company shall include unless contrary to applicable law;

3.1.10 make available to its

security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning

with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies

the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated

thereafter by the Commission), and which requirement will be deemed to be satisfied if the Company timely files complete and accurate

information on Forms 10-Q, 10-K and 8-K under the Exchange Act and otherwise complies with Rule 158 under the Securities Act; and

3.1.11 otherwise, in good faith,

cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection with such Registration.

3.2 Registration Expenses.

The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall

bear all incremental selling expenses relating to the sale of Registrable Securities, and, other than as set forth in the definition of

“Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.

3.3 Suspension of Sales;

Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement,

each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it has received copies of a supplemented

or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement

or amendment as soon as practicable after the time of such notice), or until he, she or it is advised in writing by the Company that the

use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of

any Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion in such Registration

Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, the Company may,

upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such

Registration Statement for the shortest period of time, but in no event more than thirty (30) days, determined in good faith by the Company

to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend,

immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection

with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period

during which it exercised its rights under this Section 3.3.

3.4 Reporting Obligations.

As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange

Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required

to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to

promptly furnish the Holders with true and complete copies of all such filings. The Company further covenants that it shall take such

further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Common

Stock held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144

promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission), including providing any legal

opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer

as to whether it has complied with such requirements.

5

Article IV

INDEMNIFICATION AND CONTRIBUTION

4.1 Indemnification.

4.1.1 The Company agrees to

indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors and each person who controls

such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including attorneys’

fees) caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary

Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated

therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information

furnished in writing to the Company by such Holder expressly for use therein.

4.1.2 In connection with any

Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to the Company in writing

such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus

and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents and each person who controls the

Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including without limitation

reasonable attorneys’ fees) resulting from any untrue statement of material fact contained in the Registration Statement, Prospectus

or preliminary Prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein

or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained

in any information or affidavit so furnished in writing by such Holder expressly for use therein; provided, however, that

the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of

each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the

sale of Registrable Securities pursuant to such Registration Statement.

4.1.3 Any person entitled to

indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks

indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder

to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s

reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit

such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense

is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its

consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume

the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel (plus local counsel) for all parties

indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict

of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying

party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot

be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such

settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified

party of a release from all liability in respect to such claim or litigation.

4.1.4 The indemnification provided

for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified

party or any officer, director or controlling person of such indemnified party and shall survive the transfer of securities. The Company

and each Holder of Registrable Securities participating in an offering also agrees to make such provisions as are reasonably requested

by any indemnified party for contribution to such party in the event the Company’s or such Holder’s indemnification is unavailable

for any reason.

6

4.1.5 If the indemnification

provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless an indemnified

party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of

indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses,

claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party

and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified

party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue

statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied

by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge,

access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder

under this subsection 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving

rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be

deemed to include, subject to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3 above, any legal or

other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto

agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were determined by pro rata allocation

or by any other method of allocation, which does not take account of the equitable considerations referred to in this subsection 4.1.5.

No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be

entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty of such fraudulent misrepresentation.

Article V

MISCELLANEOUS

5.1 Notices. Any notice

or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party

to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier

service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail, telecopy, telegram or facsimile.

Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given,

served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in

the case of notices delivered by courier service, hand delivery, electronic mail, telecopy, telegram or facsimile, at such time as it

is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the

addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to: Suncrete, Inc.,

817 E. 4th Street, Tulsa, OK 74120, Attention: Chief Executive Officer, with copy to: Haynes and Boone, LLP, 2801 N. Harwood Street, Suite 2300,

Dallas, Texas 75201, Attention: Matthew L. Fry and Rachel O’Donnell, and, if to any Holder, at such Holder’s address or contact

information as set forth in the Company’s books and records. Any party may change its address for notice at any time and from time

to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery

of such notice as provided in this Section 5.1.

5.2 Assignment; No Third

Party Beneficiaries.

5.2.1 This Agreement and the

rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part.

5.2.2 Prior to the expiration

of the Common Stock Lock-up Period, the Sponsor shall not assign or delegate its rights, duties or obligations under this Agreement, in

whole or in part, except in connection with a transfer of Registrable Securities by the Sponsor to a Permitted Transferee but only if

such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement by executing a joinder hereto.

After the expiration of the Common Stock Lock-up Period, the Sponsor may assign or delegate its rights, duties or obligations under this

Agreement, in whole or in part, to any transferee.

7

5.2.3 This Agreement and the

provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns

of the Holders, which shall include Permitted Transferees.

5.2.4 This Agreement shall not

confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2

hereof.

5.2.5 No assignment by any party

hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the

Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the

written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement

(which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as

provided in this Section 5.2 shall be null and void.

5.3 Counterparts. This

Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original,

and all of which together shall constitute the same instrument, but only one of which need be produced.

5.4 Governing Law; Venue.

NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT THIS

AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS

ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION. ANY

LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY MAY BE INSTITUTED

IN THE FEDERAL COURTS OF THE UNITED STATES OR THE COURTS OF THE STATE OF NEW YORK IN EACH CASE LOCATED IN THE CITY OF NEW YORK, AND EACH

PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING.

5.5 Amendments and Modifications.

Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable Securities at the time in

question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions,

covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing, any amendment

hereto or waiver hereof that adversely affects one Holder, solely in his, her or its capacity as a holder of the capital shares of the

Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so

affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder

or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder

or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude

the exercise of any other rights or remedies hereunder or thereunder by such party.

5.6 Term. This Agreement

shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all

of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred

to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter

by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities without registration

pursuant to Rule 144 (or any similar provision) under the Securities Act with no volume or other restrictions or limitations. The

provisions of Section 3.4 and Article IV shall survive any termination.

[Signature page follows]

8

IN WITNESS WHEREOF,

the undersigned have caused this Agreement to be executed as of the date first written above.

COMPANY:

SUNCRETE, INC., a Delaware corporation

By:

/s/ Randall Edgar

Name:

Randall Edgar

Title:

Chief Executive Officer

HOLDERS:

HAYMAKER SPONSOR IV LLC, a Delaware limited liability company

By:

/s/ Andrew Heyer

Name:

Andrew Heyer

Title:

Authorized Signatory

[Signature Page to Amended and Restated

Registration Rights Agreement]

EX-10.2 — EXHIBIT 10.2

EX-10.2

Filename: tm2611641d1_ex10-2.htm · Sequence: 8

Exhibit 10.2

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT

(this “Agreement”), dated as of April 8, 2026, is made and entered into by and among Suncrete, Inc.,

a Delaware corporation (the “Company”), Dothan Independent GP, LP, a Texas limited partnership (“Dothan

Independent”), Dothan Concrete Investors, LLC, a Delaware limited liability company (“Dothan Concrete”),

and Eaglesnest Investments, LLC, an Oklahoma limited liability company (“Eaglesnest” and, collectively with

Dothan Independent and Dothan Concrete, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2,

the “Holders” and each individually, a “Holder”).

RECITALS

WHEREAS,

on October 9, 2025, the Company, Haymaker Acquisition Corp. 4, a Cayman Islands exempted company (“SPAC”),

, Haymaker Merger Sub I, Inc., a Delaware corporation and wholly owned direct subsidiary of the Company (“Merger Sub

I”), Haymaker Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Merger

Sub II”), and Concrete Partners Holding, LLC, a Delaware limited liability company (the “Target”),

entered into that certain Business Combination Agreement (as amended, the “Business Combination Agreement”);

WHEREAS,

pursuant to the Business Combination Agreement, on the date hereof, among other things, (a) SPAC changed its jurisdiction of incorporation

from the Cayman Islands to the State of Delaware (the “Domestication”), (b) Merger Sub I merged with and

into SPAC (the “Initial Merger”), with SPAC surviving the Initial Merger as a wholly owned subsidiary of the

Company, and (c) immediately after the Initial Merger, Merger Sub II merged with and into the Target (the “Acquisition

Merger”), with the Target surviving the Acquisition Merger as a wholly owned subsidiary of the Company (the Acquisition

Merger, together with the Initial Merger, the “Mergers” and, collectively with the Domestication, the “Business

Combination”);

WHEREAS,

in connection with the consummation of the Business Combination, the Holders received shares of the Company’s Class A common

stock, par value $0.0001 per share (the “Class A Common Stock”), and shares of the Company’s Class B

common stock, par value $0.0001 per share (the “Class B Common Stock” and, together with the Class A

Common Stock, the “Common Stock”), as applicable; and

WHEREAS,

the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration

rights with respect to certain securities of the Company, as set forth in this Agreement.

NOW,

THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby

agree as follows:

Article I

DEFINITIONS

1.1 Definitions. The

terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:

“Adverse Disclosure”

shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive

Officer or Chief Financial Officer of the Company, after consultation with counsel to the Company, (a) would be required to be made

in (i) any Registration Statement in order for the applicable Registration Statement not to contain any untrue statement of a material

fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any

Prospectus in order for the applicable Prospectus not to include any untrue statement of a material fact or omit to state a material fact

necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (b) would

not be required to be made at such time if the Registration Statement were not being filed, declared effective or used, as the case may

be, and (c) the Company has a bona fide business purpose for not making such information public.

“Agreement”

shall have the meaning given in the Preamble.

“Block Trade”

shall have the meaning given to it in subsection 2.4.1.

“Board”

shall mean the board of directors of the Company.

“Business Combination”

shall have the meaning given in the Recitals hereto.

“Business Combination

Agreement” shall have the meaning given in the Recitals hereto.

“Class A

Common Stock” shall have the meaning given in the Recitals hereto.

“Class B

Common Stock” shall have the meaning given in the Recitals hereto.

“Commission”

shall mean the United States Securities and Exchange Commission.

“Company”

shall have the meaning given in the Preamble and includes the Company’s successors by recapitalization, merger, consolidation, spin-off,

reorganization or similar transaction.

“Demanding Holder”

shall have the meaning given in subsection 2.1.5.

“Demand Notice”

shall have the meaning given in subsection 2.1.5.

“Dothan Concrete”

shall have the meaning given in the Preamble.

“Dothan Independent”

shall have the meaning given in the Preamble.

“Eaglesnest”

shall have the meaning given in the Recitals hereto.

“Effectiveness

Period” shall have the meaning given in subsection 3.1.1.

“Exchange Act”

shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.

“Financial Counterparty”

shall have the meaning given in subsection 2.4.1.

“Form S-1”

means a Registration Statement on Form S-1 or any similar long-form registration statement that may be available at such time.

“Form S-3”

means a Registration Statement on Form S-3 or any similar short-form registration statement that may be available at such time.

“Holder Indemnified

Persons” shall have the meaning given in subsection 4.1.1.

“Holder Information”

shall have the meaning given in subsection 4.1.2.

“Holders”

shall have the meaning given in the Preamble.

“Initial Merger”

shall have the meaning given in the Recitals hereto.

“Maximum Number

of Securities” shall have the meaning given in subsection 2.1.6.

“Merger Sub I”

shall have the meaning given in the Recitals hereto.

“Merger Sub II”

shall have the meaning given in the Recitals hereto.

“Mergers”

shall have the meaning given in the Recitals hereto.

2

“Minimum Underwritten

Offering Threshold” shall have the meaning given in subsection 2.1.5.

“Misstatement”

shall mean, in the case of a Registration Statement, an untrue statement of a material fact or an omission to state a material fact required

to be stated therein, or necessary to make the statements therein not misleading, and in the case of a Prospectus, an untrue statement

of a material fact or an omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances

under which they were made, not misleading.

“Other Coordinated

Offering” shall have the meaning given to it in subsection 2.4.1.

“Permitted Transferees”

shall mean (a) the members of a Holder’s immediate family (for purposes of this Agreement, “immediate family” shall

mean with respect to any natural person, any of the following: such person’s spouse, the siblings of such person and his or her

spouse, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses

and siblings), (b) any trust for the direct or indirect benefit of a Holder or the immediate family of a Holder, (c) if a Holder

is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (d) any officer, director,

general partner, limited partner, shareholder, member or owner of similar equity interests in a Holder or (e) any affiliate of a

Holder or the immediate family of such affiliate.

“Piggyback Notice”

shall have the meaning given in subsection 2.2.1.

“Piggyback Registration”

shall have the meaning given in subsection 2.2.1.

“Pro Rata”

shall have the meaning given in subsection 2.1.6.

“Prospectus”

shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended

by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

“Registrable Security”

shall mean (a) any outstanding shares of Class A Common Stock (including the shares of Class A Common Stock issued or issuable

upon the exercise of any other equity security) held by a Holder immediately following the consummation of the Business Combination, (b) any

shares of Class A Common Stock issued or issuable upon conversion of shares of Class B Common Stock issued to a Holder pursuant

to the Business Combination Agreement, and (c) any other equity security of the Company issued or issuable with respect to any Registrable

Security by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation

or reorganization; provided, however, that, as to any particular Registrable Securities, such securities shall cease to be Registrable

Securities when: (i) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities

Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (ii) such

securities shall have been otherwise transferred to a person who is not entitled to the registration and other rights hereunder, new certificates

for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution

of such securities shall not require registration under the Securities Act; (iii) such securities shall have ceased to be outstanding;

(iv) such securities may be sold without registration pursuant to Rule 144 and Rule 145 (as applicable) promulgated under

the Securities Act (or any successor rule promulgated thereafter by the Commission) without volume or other restrictions or limitations;

or (v) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities

transaction.

“Registration”

shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements

of the Securities Act, and the applicable rules and regulations promulgated thereunder, and any such registration statement having

been declared effective by, or become effective pursuant to the rules promulgated by, the Commission.

3

“Registration

Expenses” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:

(a) all registration and

filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc. and

any national securities exchange on which the shares of Class A Common Stock are then listed);

(b) fees and expenses of

compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters in connection

with blue sky qualifications of Registrable Securities);

(c) printing, messenger,

telephone and delivery expenses;

(d) reasonable fees and

disbursements of counsel for the Company;

(e) reasonable fees and

disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration

or Underwritten Offering; and

(f) the fees and expenses

incurred by the Company in connection with any Underwritten Offerings or other offering involving an Underwriter.

“Registration

Statement” shall mean any registration statement under the Securities Act that covers the Registrable Securities pursuant

to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective

amendments) and supplements to such registration statement and all exhibits to and all material incorporated by reference in such registration

statement.

“Requesting Holder”

shall have the meaning given in subsection 2.1.5.

“Securities Act”

shall mean the Securities Act of 1933, as amended from time to time.

“Shelf Registration”

shall have the meaning given in subsection 2.1.1.

“SPAC”

shall have the meaning given in the Recitals hereto.

“Subsequent Shelf

Registration Statement” shall have the meaning given in subsection 2.1.3.

“Suspension Period”

shall have the meaning given in Section 2.5.

“Target”

shall have the meaning given in the Recitals hereto.

“Transfer”

shall mean the (a) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option

to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent

position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the

Exchange Act with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in

part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such

securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in the foregoing

clause (a) or (b).

“Underwriter”

shall mean a securities dealer who purchases any Registrable Securities as principal or as broker, placement agent or sales agent pursuant

to a Registration and not as part of such dealer’s market-making activities.

“Underwritten

Demand” shall have the meaning given in subsection 2.1.5.

“Underwritten

Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting

for distribution to the public.

4

Article II

REGISTRATIONS

2.1 Registration.

2.1.1 Shelf Registration.

The Company agrees that, within thirty (30) calendar days after the date hereof, the Company will use its commercially reasonable efforts

to file with the Commission (at the Company’s sole cost and expense) a Registration Statement registering the resale or other disposition

of all of the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on Form S-1

(a “Shelf Registration”) on a delayed or continuous basis. Such Shelf Registration shall provide for the resale

of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by,

any Holder named therein. The Company shall maintain a Shelf Registration in accordance with the terms of this Agreement, and shall prepare

and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf

Registration continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included

therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities.

In the event the Company files a Shelf Registration on Form S-1, the Company shall use its commercially reasonable efforts to convert

the Shelf Registration on Form S-1 (and any Subsequent Shelf Registration Statement) to a Shelf Registration on Form S-3 as

soon as practicable after the Company is eligible to use Form S-3. The Company’s obligation under this subsection 2.1.1

shall, for the avoidance of doubt, be subject to Section 3.4.

2.1.2 Effective Registration.

The Company shall use its commercially reasonable efforts to cause such Registration Statement to become effective by the Commission as

soon as reasonably practicable after the initial filing of the Registration Statement, but no later than the earlier of (a) sixty

(60) calendar days (or ninety (90) calendar days if the Commission notifies the Company that it will “review” such Shelf Registration)

following the initial filing date thereof and (b) ten (10) business days after the Company is notified (orally or in writing,

whichever is earlier) by the Commission that such Shelf Registration will not be “reviewed” or will not be subject to further

review. Subject to the limitations contained in this Agreement, the Company shall effect any Shelf Registration on such appropriate registration

form of the Commission (a) as shall be selected by the Company and (b) as shall permit the resale or other disposition of the

Registrable Securities by the Holders. If at any time a Registration Statement filed with the Commission pursuant to subsection 2.1.1

is effective and a Holder provides written notice to the Company that it intends to effect an offering of all or part of the Registrable

Securities included on such Registration Statement, the Company will use its commercially reasonable efforts to amend or supplement such

Registration Statement as may be necessary in order to enable such offering to take place in accordance with the terms of this Agreement.

2.1.3 Subsequent Shelf Registration.

If any Registration Statement ceases to be effective under the Securities Act for any reason at any time while Registrable Securities

are still outstanding, the Company shall, subject to Section 3.4, use its commercially reasonable efforts to as promptly as

is reasonably practicable cause such Registration Statement to again become effective under the Securities Act (including using its commercially

reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness of such Registration Statement), and shall

use its commercially reasonable efforts to as promptly as is reasonably practicable amend such Registration Statement in a manner reasonably

expected to result in the withdrawal of any order suspending the effectiveness of such Registration Statement or file an additional Registration

Statement as a Shelf Registration (a “Subsequent Shelf Registration Statement”) registering the resale of all

Registrable Securities (determined as of two (2) business days prior to such filing) from time to time, and pursuant to any method

or combination of methods legally available to, and requested by, any Holder named therein. If a Subsequent Shelf Registration Statement

is filed, the Company shall use its commercially reasonable efforts to (a) cause such Subsequent Shelf Registration Statement to

become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof (it being agreed that the

Subsequent Shelf Registration Statement shall be an automatic shelf registration statement (as defined in Rule 405 promulgated under

the Securities Act) if the Company is a well-known seasoned issuer (as defined in Rule 405 promulgated under the Securities Act)

at the most recent applicable eligibility determination date) and (ii) keep such Subsequent Shelf Registration Statement continuously

effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance

with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. Any such Subsequent Shelf

Registration Statement shall be on Form S-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent

Shelf Registration Statement shall be on another appropriate form. The Company’s obligation under this subsection 2.1.3,

shall, for the avoidance of doubt, be subject to Section 3.4.

5

2.1.4 Additional Registrable

Securities. Subject to Section 3.4, in the event that any Holder holds Registrable Securities that are not registered

for resale on a delayed or continuous basis, the Company, upon written request of such Holder, shall promptly use its commercially reasonable

efforts to cause the resale of such Registrable Securities to be covered, at the Company’s option, by any then available Registration

Statement (including by means of a post-effective amendment) or by filing a Subsequent Shelf Registration Statement and cause the same

to become effective as soon as practicable after such filing and such Registration Statement or Subsequent Shelf Registration Statement

shall be subject to the terms hereof; provided, however, that the Company shall only be required to cause such Registrable Securities

to be so covered twice per calendar year for each Holder.

2.1.5 Underwritten Offering.

Subject to the provisions of subsection 2.1.6, Section 2.5 and Section 3.4, any Holder or group of Holders

(any such Holder or group of Holders being in such case, a “Demanding Holder”) may make a written demand for

an Underwritten Offering pursuant to a Shelf Registration filed with the Commission in accordance with subsection 2.1.1 (an “Underwritten

Demand”); provided, that the Company shall only be obligated to effect an Underwritten Offering if such offering shall include

Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with

a total offering price reasonably expected to exceed, in the aggregate, twenty million dollars ($20,000,000) (the “Minimum

Underwritten Offering Threshold”). The Demanding Holder shall have the responsibility to engage an underwriter(s), which

shall consist of one or more reputable, nationally recognized investment banks; provided that such selection shall be subject to the consent

of the Company, which consent shall not be unreasonably withheld, conditioned or delayed, and the Company shall have no responsibility

for engaging any underwriter(s) for an Underwritten Offering. The Company shall, within five (5) business days of the Company’s

receipt of the Underwritten Demand, notify, in writing (such notice, the “Demand Notice”), all other Holders

of such demand, and each Holder who thereafter requests to include all or a portion of such Holder’s Registrable Securities in such

Underwritten Offering pursuant to such Underwritten Demand (each such Holder, a “Requesting Holder”) shall so

notify the Company, in writing, within two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offering)

after the receipt by such Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting

Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in such Underwritten Offering

pursuant to such Underwritten Demand. All Holders proposing to distribute their Registrable Securities through such Underwritten Offering

under this subsection 2.1.5 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected

for such Underwritten Offering by the Demanding Holders initiating such Underwritten Offering. Notwithstanding the foregoing, the Company

is not obligated to effect more than two (2) Underwritten Offerings demanded by the Holders pursuant to this subsection 2.1.5

in any twelve (12) month period and is not obligated to effect an Underwritten Offering pursuant to this subsection 2.1.5 within

ninety (90) days after the closing of an Underwritten Offering, Block Trade or Other Coordinated Offering.

2.1.6 Reduction of Underwritten

Offering. If the managing Underwriter or Underwriters in an Underwritten Offering, pursuant to an Underwritten Demand, in good faith,

advises or advise the Company, the Demanding Holders, the Requesting Holders and other persons or entities holding Registrable Securities

or other equity securities of the Company that were requested to be included in such Underwritten Offering, taken together with all other

shares of Common Stock or other securities which the Company desires to sell and the shares of Common Stock or other securities, if any,

as to which registration has been requested pursuant to written contractual piggyback registration rights held by other equity holders

of the Company who desire to sell (if any) that the dollar amount or number of Registrable Securities or other equity securities of the

Company requested to be included in such Underwritten Offering exceeds the maximum dollar amount or maximum number of equity securities

of the Company that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the

distribution method or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as

applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering,

as follows: (a) first, the Registrable Securities of the Demanding Holders (pro rata based on the respective number of Registrable

Securities then owned by each such Demanding Holder (such proportion is referred to herein as “Pro Rata”)) that

can be sold without exceeding the Maximum Number of Securities; (b) second, to the extent that the Maximum Number of Securities has

not been reached under the foregoing clause (a), the Registrable Securities of the Requesting Holders, Pro Rata, which can be sold without

exceeding the Maximum Number of Securities; (c) third, to the extent that the Maximum Number of Securities has not been reached under

the foregoing clauses (a) and (b), the shares of Common Stock or other equity securities of the Company that the Company desires

to sell and that can be sold without exceeding the Maximum Number of Securities; and (d) fourth, to the extent that the Maximum Number

of Securities has not been reached under the foregoing clauses (a), (b) and (c), the shares of Common Stock or other equity securities

of the Company held by other persons or entities that the Company is obligated to include pursuant to separate written contractual arrangements

with such persons or entities and that can be sold without exceeding the Maximum Number of Securities.

6

2.1.7 Withdrawal. Prior

to the filing of the applicable “red herring” prospectus or prospectus supplement used for marketing such Underwritten Offering,

a majority-in-interest of the Demanding Holders initiating an Underwritten Offering pursuant to subsection 2.1.5 shall have the

right to withdraw from such Underwritten Offering for any or no reason whatsoever upon written notification (a “Withdrawal

Notice”) to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Underwritten

Offering; provided that a Holder may elect to have the Company continue an Underwritten Offering if the Minimum Underwritten Offering

Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Offering by such Holder. If withdrawn,

a demand for an Underwritten Offering shall constitute a demand for an Underwritten Offering by the withdrawing Demanding Holder for purposes

of subsection 2.1.5, unless either (i) such Demanding Holder has not previously withdrawn any Underwritten Offering or (ii) such

Demanding Holder reimburses the Company for all Registration Expenses with respect to such Underwritten Offering (or, if there is more

than one Demanding Holder, a pro rata portion of such Registration Expenses based on the respective number of Registrable Securities that

each Demanding Holder has requested be included in such Underwritten Offering). Following the receipt of any Withdrawal Notice, the Company

shall promptly forward such Withdrawal Notice to any other Holders that had elected to participate in such Underwritten Offering. Notwithstanding

anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with

an Underwritten Demand prior to its withdrawal under this subsection 2.1.7, other than if a Demanding Holder elects to pay such

Registration Expenses pursuant to clause (ii) of the second sentence of this subsection 2.1.7.

2.2 Piggyback Registration.

2.2.1 Piggyback Rights.

Subject to the provisions of subsection 2.2.2 and Section 2.5, if, at any time on or after the date hereof, the Company

proposes to consummate an Underwritten Offering for its own account or for the account of stockholders of the Company, then the Company

shall give written notice of such proposed action as soon as practicable to all Holders (the “Piggyback Notice”),

which notice shall (a) describe the amount and type of securities to be included, the intended method(s) of distribution and

the name of the proposed managing Underwriter or Underwriters, if any, and (b) offer to all of the Holders the opportunity to include

such number of Registrable Securities as such Holders may request in writing within two (2) days (one (1) day if such offering

is an overnight or bought Underwritten Offering), in each case after receipt of such written notice (such Registration, a “Piggyback

Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration

and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering

to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration

on the same terms and conditions as any similar securities of the Company included in such Piggyback Registration and to permit the resale

or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All Holders

proposing to include Registrable Securities in an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting

agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

2.2.2 Reduction of Piggyback

Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good

faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar

amount or number of shares of Class A Common Stock or other equity securities of the Company that the Company desires to sell, taken

together with (i) the shares of Class A Common Stock or other equity securities of the Company, if any, as to which the Underwritten

Offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable

Securities hereunder, (ii) the Registrable Securities as to which a Piggyback Registration has been requested pursuant to Section 2.2

and (iii) the shares of Class A Common Stock or other equity securities of the Company, if any, as to which inclusion in the

Underwritten Offering has been requested pursuant to separate written contractual piggyback registration rights of other stockholders

of the Company, exceeds the Maximum Number of Securities, then:

7

(a) If the Underwritten

Offering is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering (i) first, the

shares of Class A Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without

exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached

under the foregoing clause (i), the Registrable Securities of Holders requesting a Piggyback Registration pursuant to subsection 2.2.1,

Pro Rata, which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number

of Securities has not been reached under the foregoing clauses (i) and (ii), the shares of Class A Common Stock or other equity

securities of the Company, if any, as to which inclusion in the Underwritten Offering has been requested pursuant to written contractual

piggyback registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;

(b) If the Underwritten

Offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include

in any such Underwritten Offering (i) first, the shares of Class A Common Stock or other equity securities of the Company, if

any, of such requesting persons or entities, other than the Holders, which can be sold without exceeding the Maximum Number of Securities;

(ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable

Securities of Holders requesting a Piggyback Registration pursuant to subsection 2.2.1, Pro Rata, which can be sold without exceeding

the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the

foregoing clauses (i) and (ii), the shares of Class A Common Stock or other equity securities of the Company that the Company

desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum

Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the shares of Class A Common Stock

or other equity securities of the Company for the account of other persons or entities that the Company is obligated to register pursuant

to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of

Securities; or

(c) If the Underwritten

Offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1, then the Company shall

include in any such Registration or registered offering securities in the priority set forth in subsection 2.1.6.

2.2.3 Piggyback Registration

Withdrawal. Any Holder of Registrable Securities (other than a Demanding Holder, whose right to withdraw from an Underwritten Offering,

and related obligations, shall be governed by subsection 2.1.7) shall have the right to withdraw from a Piggyback Registration

upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw from such

Piggyback Registration prior to the commencement of the Underwritten Offering. Notwithstanding anything to the contrary in this Agreement,

the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal

under this subsection 2.2.3. The Company (whether on its own good faith determination or as a result of a withdrawal by persons

making a demand pursuant to written contractual obligations) may withdraw an Underwritten Offering undertaken for the Company’s

account at any time prior to the effectiveness of such Registration Statement.

2.2.4 Unlimited Piggyback

Registration Rights. For purposes of clarity, subject to subsection 2.1.7, any Piggyback Registration or Underwritten Offering

effected pursuant to Section 2.2 shall not be counted as an Underwritten Offering pursuant to an Underwritten Demand effected

under Section 2.1.

2.3 Market Stand Off.

In connection with any Underwritten Offering (other than a Block Trade or Other Coordinated Offering), if requested by the managing Underwriter

or Underwriters, each Holder of Registrable Securities that participates and sells Registrable Securities in such Underwritten Offering

(and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Class A Common

Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), including a Transfer

pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission),

without the prior written consent of the managing Underwriter or Underwriters, during the period beginning on the date of pricing of such

offering and expiring on the earlier of (a) ninety (90) days thereafter and (b) the date agreed to by the directors, officers

and all one percent (1%) or greater stockholders of the Company and as set forth in such party’s lock-up agreement. Each such Holder

that participates and sells Registrable Securities in such Underwritten Offering agrees to execute a customary lock-up agreement in favor

of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders that execute a lock-up

agreement).

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2.4 Block Trades; Other

Coordinated Offerings.

2.4.1 Notwithstanding any other

provision of this Article II, but subject to Section 3.4, at any time and from time to time when an effective Registration

Statement is on file with the Commission, if a Demanding Holder notifies the Company that such Demanding Holder wishes to engage in (a) an

underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block

Trade”) or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution

agent, whether as agent or principal (an “Other Coordinated Offering”), in each case, (x) with a total

offering price reasonably expected to exceed ten million dollars ($10,000,000) in the aggregate or (y) with respect to all remaining

Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs to notify the Company of the Block Trade or

Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and, if so requested by

such Demanding Holder, the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block

Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing

to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any

Underwriters or brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making

such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to

the Block Trade or Other Coordinated Offering.

2.4.2 Prior to the filing of

the applicable “red herring” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated

Offering, a majority-in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right

to submit a written notification to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty (if any) of their

intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement,

the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering

prior to its withdrawal under this subsection 2.4.2.

2.4.3 Notwithstanding anything

to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by

a Demanding Holder pursuant to Section 2.4.

2.4.4 The Demanding Holder in

a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty (if any) for such

Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment

banks).

2.4.5 Notwithstanding the foregoing,

the Company is not obligated to effect more than an aggregate of two (2) Block Trades or Other Coordinated Offerings demanded by

the Holders pursuant to this Section 2.4 in any twelve (12) month period and is not obligated to effect a Block Trade or Other

Coordinated Offering pursuant to this Section 2.4 within ninety (90) days after the closing of an Underwritten Offering, Block

Trade or Other Coordinated Offering. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this

Section 2.4 shall not be counted as a demand for an Underwritten Offering pursuant to subsection 2.1.5.

2.5 Restrictions on Registration

Rights. If the Holders have requested an Underwritten Offering pursuant to an Underwritten Demand and in the good faith judgment of

the Board such Underwritten Offering would be seriously detrimental to the Company and the Board concludes as a result that it is essential

to defer the undertaking of such Underwritten Offering at such time, then in each case the Company shall furnish to such Holders a certificate

signed by the Chairman of the Board stating that in the good faith judgment of the Board it would be seriously detrimental to the Company

to undertake such Underwritten Offering in the near future and that it is therefore essential to defer the undertaking of such Underwritten

Offering (any such period, a “Suspension Period”). In such event, the Company shall have the right to defer

such offering for a period of not more than ninety (90) days in any twelve-month period; provided, however, that the Company shall not

defer its obligations in this manner more than once in any twelve (12) month period.

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Article III

COMPANY PROCEDURES

3.1 General Procedures.

The Company shall use its commercially reasonable efforts to effect such Registration or Underwritten Offering to permit the resale or

other disposition of such Registrable Securities in accordance with the intended plan of distribution thereof (and including all manners

of distribution in such Registration Statement as Holders may reasonably request in connection with the filing of such Registration Statement

and as permitted by law, including distribution of Registrable Securities to a Holder’s members, securityholders or partners), and

pursuant thereto the Company shall, as expeditiously as possible and to the extent applicable:

3.1.1 prepare and file with

the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its commercially reasonable

efforts to cause such Registration Statement to become effective and remain effective in accordance with Section 2.1, including

filing a replacement Registration Statement, if necessary, until all Registrable Securities covered by such Registration Statement have

ceased to be Registrable Securities (such period, the “Effectiveness Period”);

3.1.2 prepare and file with

the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as

may be reasonably requested by any Holder that holds at least five percent (5%) of the Registrable Securities registered on such Registration

Statement (provided that such Holders of Registrable Securities may demand that the Company prepare and file with the Commission not more

than two (2) amendments and post-effective amendments to the Registration Statement and supplements to the Prospectus in any twelve

(12) month period) or any Underwriter or as may be required by the rules, regulations or instructions applicable to the registration form

used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until

all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth

in such Registration Statement or supplement to the Prospectus or have ceased to be Registrable Securities;

3.1.3 prior to filing a Registration

Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters or Financial Counterparty,

if any, and the Holders of Registrable Securities included in such Registration or Underwritten Offering or Block Trade, and such Holders’

legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement

(in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus (including each preliminary

Prospectus) and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration or Underwritten

Offering or the legal counsel for any such Holders may reasonably request in order to facilitate the disposition of the Registrable Securities

owned by such Holders; provided that the Company will not have any obligation to provide any document pursuant to this subsection 3.1.3

that is available on the Commission’s EDGAR system;

3.1.4 prior to any Underwritten

Offering of Registrable Securities, use its commercially reasonable efforts to (i) register or qualify the Registrable Securities

covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States

as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may

reasonably request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration

or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement

to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations

of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable the Holders of Registrable

Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions;

provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise

be required to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction

where it is not then otherwise so subject;

3.1.5 use commercially reasonable

efforts to cause all such Registrable Securities to be listed on each national securities exchange or automated quotation system on which

similar securities issued by the Company are then listed;

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3.1.6 provide a transfer agent

and registrar for all such Registrable Securities no later than the effective date of such Registration Statement or Underwritten Offering;

3.1.7 advise each seller of

such Registrable Securities, promptly after it receives notice or obtains knowledge thereof, of the issuance of any stop order by the

Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose

and promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop

order should be issued;

3.1.8 during the Effectiveness

Period, furnish a conformed copy of each filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration

Statement or Prospectus or any document that is to be incorporated by reference into such Registration Statement or Prospectus, promptly

after such filing of such documents with the Commission to each seller of such Registrable Securities or its counsel; provided that the

Company will not have any obligation to provide any document pursuant to this subsection 3.1.8 that is available on the Commission’s

EDGAR system;

3.1.9 notify the Holders at

any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening

of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement,

and then to correct such Misstatement as set forth in Section 3.4;

3.1.10 in the event of an Underwritten

Offering, a Block Trade, an Other Coordinated Offering, or sale by a Financial Counterparty pursuant to such Registration, permit a representative

of the Holders (such representative to be selected by a majority of the Holders), the Underwriters or other Financial Counterparty facilitating

such Underwritten Offering, Block Trade, Other Coordinated Offering or other sale pursuant to such Registration, if any, and any attorney,

consultant or accountant retained by such Holders or Underwriter to participate, at each such person’s or entity’s own expense,

in the preparation of the Registration Statement or the Prospectus, and cause the Company’s officers, directors and employees to

supply all information reasonably requested by any such representative, Underwriter, Financial Counterparty, attorney, consultant or accountant

in connection with the Registration; provided, however, that such representatives or Underwriters or Financial Counterparty agree to confidentiality

arrangements in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;

3.1.11 obtain a comfort letter

from the Company’s independent registered public accountants in the event of an Underwritten Offering, a Block Trade or sale by

a Financial Counterparty pursuant to such Registration (subject to such Financial Counterparty providing such certification or representation

reasonably requested by the Company’s independent registered public accountants and the Company’s counsel), in customary form

and covering such matters of the type customarily covered by comfort letters as the managing Underwriter or Underwriters may reasonably

request, and reasonably satisfactory to a majority-in-interest of the participating Holders;

3.1.12 in the event of an Underwritten

Offering, a Block Trade, an Other Coordinated Offering or sale by a Financial Counterparty pursuant to such Registration, on the date

the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing

the Company for the purposes of such Registration, addressed to the participating Holders, the Financial Counterparty, if any, and the

Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as

the participating Holders, Financial Counterparty or Underwriter may reasonably request and as are customarily included in such opinions

and negative assurance letters;

3.1.13 in the event of an Underwritten

Offering or a Block Trade, or an Other Coordinated Offering or sale by a Financial Counterparty pursuant to such Registration to which

the Company has consented, to the extent reasonably requested by such Financial Counterparty in order to engage in such offering, allow

the Financial Counterparty to conduct customary “underwriter’s due diligence” with respect to the Company;

3.1.14 in the event of any Underwritten

Offering, a Block Trade, an Other Coordinated Offering or sale by a Financial Counterparty pursuant to such Registration, enter into and

perform its obligations under an underwriting or other purchase or sales agreement, in usual and customary form, with the managing Underwriter

or Underwriters or the Financial Counterparty of such offering or sale;

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3.1.15 make available to its

security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning

with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies

the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated

thereafter by the Commission), and which requirement will be deemed to be satisfied if the Company timely files complete and accurate

information on Forms 10-Q, 10-K and 8-K under the Exchange Act and otherwise complies with Rule 158 under the Securities Act;

3.1.16 with respect to an Underwritten

Offering pursuant to subsection 2.1.5, use its commercially reasonable efforts to make available senior executives of the Company

to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in any Underwritten

Offering; and

3.1.17 otherwise, in good faith,

cooperate reasonably with, and take such customary actions as may reasonably be requested by the participating Holders, consistent with

the terms of this Agreement, in connection with such Registration.

Notwithstanding the foregoing, the Company shall

not be required to provide any documents or information to an Underwriter or Financial Counterparty if such Underwriter or Financial Counterparty

has not then been named with respect to the applicable Underwritten Offering or other offering involving a registration as an Underwriter

or Financial Counterparty, as applicable.

3.2 Registration Expenses.

The Registration Expenses in respect of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders

shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and

discounts, brokerage fees and Underwriter marketing costs.

3.3 Requirements for Participation

in Underwritten Offerings. Notwithstanding anything in this Agreement to the contrary, if any Holder does not timely provide the Company

with its requested Holder Information, the Company may exclude such Holder’s Registrable Securities from the applicable Registration

Statement or Prospectus if the Company determines, based on the advice of counsel, that such information is necessary to effect the registration

and such Holder continues thereafter to withhold such information. No person or entity may participate in any Underwritten Offering for

equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person or entity (a) agrees

to sell such person’s or entity’s securities on the basis provided in any underwriting arrangements approved by the Company

and (b) timely completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting

agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements. For the avoidance

of doubt, the exclusion of a Holder’s Registrable Securities as a result of this Section 3.3 shall not affect the registration

of the other Registrable Securities to be included in such Registration.

3.4 Suspension of Sales;

Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains or includes

a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it has received

copies of a supplemented or amended Registration Statement or Prospectus correcting the Misstatement (it being understood that the Company

hereby covenants to prepare and file such supplement or amendment as soon as reasonably practicable after the time of such notice), or

until he, she or it is advised in writing by the Company that the use of the Registration Statement or Prospectus may be resumed. If the

filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration or Underwritten Offering at

any time would (a) require the Company to make an Adverse Disclosure, (b) require the inclusion in such Registration Statement

of financial statements that are unavailable to the Company for reasons beyond the Company’s control or (c) in the good faith

judgment of the majority of the Board such Registration be seriously detrimental to the Company and the majority of the Board concludes

as a result that it is essential to defer such filing, initial effectiveness or continued use at such time, the Company may, upon giving

prompt written notice of such action to the Holders (which notice shall not specify the nature of the event giving rise to such delay

or suspension), delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of

time determined in good faith by the Company to be necessary for such purpose; provided, however, that the Company may not delay or suspend

a Registration Statement, Prospectus or Underwritten Offering on more than two (2) occasions, for more than sixty (60) consecutive

calendar days, or more than one hundred-twenty (120) total calendar days, in each case during any twelve (12)-month period. In the event

the Company exercises its rights under the preceding sentences in this Section 3.4, the Holders agree to suspend, immediately

upon their receipt of the notices referred to in this Section 3.4, their use of the Registration Statement or Prospectus in

connection with any resale or other disposition of Registrable Securities. In addition, the Company may delay or suspend continued use

of a Registration Statement or Prospectus in respect of a Registration or Underwritten Offering in order to file and make effective a

post-effective amendment to such Registration Statement in connection with the filing of the Company’s Annual Report on Form 10-K.

The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4;

provided, that each Holder hereby (i) acknowledges that such notice referred to in the immediately preceding sentence shall constitute

confidential information of the Company and (ii) agrees to maintain in strict confidence and not to disclose to any person any information

contained in such notice (including, without limitation, the fact that the Company has delivered such notice to the Holders).

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3.5 Reporting Obligations.

As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange

Act, covenants to use commercially reasonable efforts to file timely (or obtain extensions in respect thereof and file within the applicable

grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of

the Exchange Act. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the

extent required from time to time to enable such Holder to resell or otherwise dispose of shares of Registrable Securities held by such

Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under

the Securities Act (or any successor rule promulgated thereafter by the Commission), including providing any customary legal opinions.

Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether

it has complied with such requirements.

Article IV

INDEMNIFICATION AND CONTRIBUTION

4.1 Indemnification.

4.1.1 The Company agrees to

indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers, directors, employees, advisors, agents,

representatives, members and each person who controls such Holder (within the meaning of the Securities Act) (collectively, the “Holder

Indemnified Persons”) against all losses, claims, damages, liabilities and expenses resulting from any Misstatement or alleged

Misstatement, except insofar as the same are caused by or contained or included in any information furnished in writing to the Company

by or on behalf of such Holder Indemnified Person specifically for use therein.

4.1.2 In connection with any

Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish (or cause to be furnished)

to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration

Statement or Prospectus (the “Holder Information”) and, to the extent permitted by law, shall, severally and

not jointly, indemnify the Company, its officers, directors, employees, advisors, agents, representatives and each person who controls

the Company (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses resulting from any

Misstatement or alleged Misstatement, but only to the extent that the same are made in reliance on and in conformity with information

relating to the Holder so furnished in writing to the Company by or on behalf of such Holder specifically for use therein. In no event

shall the liability of any selling Holder hereunder be greater in amount than the net proceeds received by such Holder from the sale of

Registrable Securities pursuant to such Registration Statement giving rise to such indemnification obligation.

4.1.3 Any person or entity entitled

to indemnification herein shall (a) give prompt written notice to the indemnifying party of any claim with respect to which it seeks

indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder

to the extent such failure has not materially prejudiced the indemnifying party) and (b) unless in such indemnified party’s

reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim or there

may be reasonable defenses available to the indemnified party that are different from or additional to those available to the indemnifying

party, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party.

If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party

without its consent (but such consent shall not be unreasonably withheld, conditioned or delayed). An indemnifying party who is not entitled

to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all

parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party

a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.

No indemnifying party shall, without the consent of the indemnified party, not to be unreasonably withheld, conditioned or delayed, consent

to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money

is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement includes a statement or admission of

fault and culpability on the part of such indemnified party or which settlement does not include as an unconditional term thereof the

giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

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4.1.4 The indemnification provided

for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified

party or any officer, director, employee, advisor, agent, representative, member or controlling person or entity of such indemnified party

and shall survive the transfer of securities. The Company and each Holder of Registrable Securities participating in an offering also

agrees to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s

or such Holder’s indemnification is unavailable for any reason.

4.1.5 If the indemnification

provided under Section 4.1 is held by a court of competent jurisdiction to be unavailable to an indemnified party in respect

of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of indemnifying the

indemnified party, shall to the extent permitted by law contribute to the amount paid or payable by the indemnified party as a result

of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying

party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party

and indemnified party shall be determined by a court of law by reference to, among other things, whether the Misstatement or alleged Misstatement

relates to information supplied by such indemnifying party or such indemnified party and the indemnifying party’s and indemnified

party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however,

that the liability of any Holder under this subsection 4.1.5 shall be limited to the amount of the net proceeds received by such

Holder in such offering giving rise to such liability. The parties hereto agree that it would not be just and equitable if contribution

pursuant to this subsection 4.1.5 were determined by pro rata allocation or by any other method of allocation, which does not take

account of the equitable considerations referred to in this subsection 4.1.5. No person guilty of fraudulent misrepresentation

(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this subsection

4.1.5 from any person who was not guilty of such fraudulent misrepresentation.

Article V

MISCELLANEOUS

5.1 Notices.

Any notice or communication under this Agreement must be in writing and given by (a) deposit in the United States mail, addressed

to the party to be notified, postage prepaid and registered or certified with return receipt requested, (b) delivery in person or

by courier service or sent by overnight mail via a reputable overnight carrier, in each case providing evidence of delivery or (c) transmission

by facsimile or email. Each notice or communication that is mailed, delivered or transmitted in the manner described above shall be deemed

sufficiently given, served, sent, and received, in the case of mailed notices, on the third (3rd) business day following the date on which

it is mailed, in the case of notices delivered by courier service, hand delivery, or overnight mail at such time as it is delivered to

the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation,

and in the case of notices delivered by facsimile or email, at such time as it is successfully transmitted to the addressee. Any notice

or communication under this Agreement must be addressed, if to the Company, to Suncrete, Inc., 817 E. 4th Street, Tulsa, OK 74120,

Attention: Chief Executive Officer, or by email at Randall@eagleredimix.com, with copy to: Haynes and Boone, LLP, 2801 N. Harwood Street,

Suite 2300, Dallas Texas 75201, Attention: Matthew L. Fry and Rachel O’Donnell, or by email at Matt.Fry@haynesboone.com

and Rachel.ODonnell@haynesboone.com, or if to any Holder, to the address as it appears on the applicable registrar for the Registrable

Securities or such other address as may be designated in writing by such holder.

14

Any party may change its address

for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective

thirty (30) days after delivery of such notice as provided in this Section 5.1.

5.2 Assignment; No Third

Party Beneficiaries.

5.2.1 This Agreement and the

rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part.

5.2.2 Subject to Section 5.2.4

and Section 5.2.5, this Agreement and the rights, duties and obligations of a Holder hereunder may be transferred or assigned

in connection with a Transfer of Registrable Securities to (a) any affiliate of a Holder, (b) any subsidiary, parent, general

partner, limited partner, stockholder or member of a Holder, (c) any family member or trust for the benefit of any Holder, or (d) any

person for which the Company has provided its prior written consent. Notwithstanding the foregoing, such rights may only be transferred

or assigned if (i) such Transfer is effected in accordance with applicable securities laws; (ii) such transferee or assignee

agrees in writing to become subject to the terms of this Agreement; and (iii) the Company is given written notice by such Holder

of such Transfer, stating the name and address of the transferee or assignee and identifying the Registrable Securities with respect to

which such rights are being transferred or assigned.

5.2.3 This Agreement and the

provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors, which shall include

Permitted Transferees.

5.2.4 This Agreement shall not

confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement.

5.2.5 No assignment by any party

hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the

Company shall have received (a) written notice of such assignment as provided in Section 5.1 and (b) the written

agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement

(which may be accomplished by an addendum or certificate of joinder to this Agreement). Any Transfer or assignment made other than as

provided in this Section 5.2 shall be null and void.

5.3 Counterparts. This

Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original,

and all of which together shall constitute the same instrument, but only one of which need be produced.

5.4 Governing Law; Venue.

NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT THIS

AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF DELAWARE AS APPLIED TO AGREEMENTS AMONG DELAWARE RESIDENTS

ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN DELAWARE, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION AND THE

VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THE AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW CASTLE COUNTY IN THE STATE OF DELAWARE.

5.5 Trial by Jury.

EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED

AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY

APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF,

UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

5.6 Amendments and Modifications.

Upon the written consent of (a) the Company and (b) the Holders of at least a majority in interest of the Registrable Securities

held by the Holders at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement

may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding

the foregoing, any amendment hereto or waiver hereof that adversely affects any Holder, solely in his, her or its capacity as a holder

of the shares of capital stock of the Company, in a manner that is materially different from the other Holders (in such capacity) shall

require the consent of each such Holder so affected. No course of dealing between any Holder or the Company and any other party hereto

or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate

as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this

Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such

party.

15

5.7 Other Registration

Rights. From and after the date hereof, other than pursuant to that certain Amended and Restated Registration Rights Agreement, dated

as of the date hereof, by and among the Company, Haymaker Sponsor IV LLC and the other parties thereto, the Company shall not, without

the prior written consent of a majority-in-interest of the Registrable Securities, enter into any agreement with any current or future

holder of any securities of the Company that would allow such current or future holder to require the Company to include securities in

any Registration Statement filed by the Company for such Holders on a basis other than pari passu with, or expressly subordinate to, the

piggyback rights of the Holders hereunder; provided, that in no event shall the Company enter into any agreement that would permit another

holder of securities of the Company to participate on a pari passu basis (in terms of priority of cut-back based on advice of underwriters)

with a Demanding Holder in an Underwritten Offering. For the avoidance of doubt, nothing in this Section 5.7 shall have any

affect on any registration rights granted to persons prior to the date hereof.

5.8 Term. This Agreement

shall terminate, with respect to any Holder, on the date as of which such Holder ceases to hold any Registrable Securities. The provisions

of Article IV shall survive any termination.

5.9 Holder Information.

Each Holder agrees, if requested in writing, to promptly represent to the Company the total number of Registrable Securities held by such

Holder in order for the Company to make determinations hereunder.

5.10 Severability.

It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under the

laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this

Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision,

as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity

or enforceability of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding

the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction,

it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting

the validity or enforceability of such provision in any other jurisdiction.

5.11 Entire Agreement.

This Agreement constitutes the full and entire agreement and understanding among the parties with respect to the subject matter hereof

and supersedes all prior agreements and understandings, both written and oral, among the parties, or any of them, relating to such subject

matter.

[Signature page follows]

16

IN

WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

COMPANY:

SUNCRETE, INC., a

Delaware corporation

By:

/s/ Tommy Wentroth

Name:

Tommy Wentroth

Title:

Chief Financial Officer

HOLDERS:

DOTHAN INDEPENDENT GP, LP,

a Delaware limited partnership

By:

Dothan Sponsor, LLC,

its general partner

By: /s/ Ned N. Fleming, III

Name: Ned N. Fleming, III

Title: Manager

DOTHAN CONCRETE INVESTORS, LLC, a Delaware limited liability company

By:

Dothan Concrete Manager, LLC,

its managing member

By: SunTx Capital Management Corp.,

its managing member

By: /s/ Ned N. Fleming, III

Name: Ned N. Fleming, III

Title: President

EAGLESNEST INVESTMENTS, LLC, an Oklahoma limited liability company

By:

/s/ Randall Edgar

Name:

Randall Edgar

Title:

Manager

[Signature Page to Registration

Rights Agreement]

EX-10.7 — EXHIBIT 10.7

EX-10.7

Filename: tm2611641d1_ex10-7.htm · Sequence: 9

Exhibit 10.7

Execution Version

SECURITIES EXCHANGE AGREEMENT

This SECURITIES EXCHANGE

AGREEMENT (this “Agreement”) is made as of March 26, 2026, by and among Suncrete, Inc., a Delaware

corporation (the “Company”), and the undersigned holders of all of the Senior Preferred Units (the “Senior

Preferred Units”) of Concrete Partners Holding, LLC, a Delaware limited liability company (“CPH”),

identified on the signature page hereto (each, an “Exchanging Holder” and collectively, the “Exchanging

Holders”).

RECITALS

WHEREAS, CPH previously

issued 26,000,000 Senior Preferred Units to the Exchanging Holders pursuant to the Amended and Restated Limited Liability Company Agreement

of CPH, dated as of July 29, 2024 (as amended, restated, supplemented, or otherwise modified from time to time, the “Company

Agreement”), in the amounts set forth opposite such Exchanging Holder’s name on Exhibit A hereto;

WHEREAS, the Company

desires to acquire, and each Exchanging Holder desires to exchange, such Exchanging Holder’s Senior Preferred Units set forth opposite

such Exchanging Holder’s name on Exhibit A (the “Exchanged Units”) for an aggregate of 26,000

shares of Series A Convertible Perpetual Preferred Stock of the Company, par value $0.0001 per share (the “Series A

Preferred Stock”), with each Exchanging Holder entitled to receive the number of shares of Series A Preferred Stock

set forth on Exhibit A attached hereto, the designation, powers, privileges, preferences and relative participating, optional

or other rights, if any, and the qualifications, limitations or restrictions of which are set forth in the Certificate of Designation

of the Series A Convertible Perpetual Preferred Stock (the “Series A Certificate of Designation”)

substantially in the form attached hereto as Exhibit B pursuant to the terms and conditions set forth in this Agreement;

WHEREAS, each of the

investors is an accredited investor, and the Exchange (as defined below) is being undertaken in reliance on the exemption from registration

provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and

Rule 506(b) promulgated thereunder;

WHEREAS, each of the

parties agrees that for U.S. federal income tax purposes, it is intended that the Initial Merger, the Acquisition Merger, the PIPE Investment

(as each such term is defined in the Business Combination Agreement (defined below)) and the Exchange be treated as integrated transactions

constituting a single exchange as described in Section 351 of the Internal Revenue Code of 1986, as amended (the “Code”);

and

WHEREAS, the Exchange

is permitted by that certain Credit Agreement, dated as of July 29, 2024, as amended by that certain First Amendment and Commitment

Increase to Credit Agreement, dated as of October 17, 2025, as further amended by that certain Consent and Second Amendment to Credit

Agreement and First Amendment to Pledge and Security Agreement, effective as of the Second Amendment Effective Date (as defined therein)

(collectively, the “Credit Agreement”).

NOW, THEREFORE, in

consideration of the mutual covenants, agreements, representations, and warranties contained herein, and for other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

AGREEMENT

ARTICLE I.      EXCHANGE

1.01            The

Exchange. Subject to the terms and conditions of this Agreement, at the Closing (as defined below), the Company and each Exchanging

Holder shall transfer, assign, convey, and deliver to the Company, free and clear of all liens, all of such Exchanging Holder’s

right, title, and interest in the Exchanged Units, and, in exchange therefor, the Company shall issue and deliver to each Exchanging Holder

the number of shares of Series A Preferred Stock determined by dividing such Exchanging Holder’s Exchanged Units by 1,000 (collectively,

the “Exchange”) and reflected on Exhibit A attached hereto. Each Exchanging Holder hereby agrees

that in connection with the filing of the Series A Certificate of Designation and upon and subject to the Accrued Dividends payment

pursuant to Section 1.03 and the Closing, all of CPH’s and the Company’s obligations to the Exchanging Holders under

the terms and conditions of the Company Agreement shall be automatically terminated and cancelled in full without any further action required.

1.02            Filing

of Certificate of Designation. Prior to the Closing, the Company shall cause to be filed with the Secretary of State of the State

of Delaware the Series A Certificate of Designation.

1.03            Accrued

Dividend Payment. On or prior to the Closing, any and all dividends that have accrued on the Senior Preferred Units through

Closing (the “Accrued Dividends”) shall be paid by the Company to each Exchanging Holder in cash by wire

transfer of immediately available funds to an account designated by such Exchanging Holder pursuant to the Company Agreement.

1.04            Closing.

The Exchange (the “Closing”) shall occur automatically following the acceptance by the Secretary of State of

the State of Delaware of the Series A Certificate of Designation and immediately prior to the closing of the Acquisition Merger pursuant

to that certain Business Combination Agreement, dated as of October 9, 2025 (the “Business Combination Agreement”),

by and among Haymaker Acquisition Corp. 4 (“SPAC”), the Company, Haymaker Merger Sub I, Inc., Haymaker

Merger Sub II, LLC, and CPH (the Company’s business combination pursuant to the Business Combination Agreement, the “Business

Combination”).

1.05            Delivery.

In the Exchange, the Company shall, at the Closing, issue and deliver (or cause to be issued and delivered) the shares of Series A

Preferred Stock to the Exchanging Holders in book-entry form. The Securities (as defined below) shall contain any restrictive legends

required by the Securities Act. Each Exchanging Holder shall surrender and deliver (or cause to be surrendered and delivered) to the Company

certificates representing the Senior Preferred Units (including any rights associated with such Senior Preferred Units) or, if the Senior

Preferred Units are held in book-entry form, the Senior Preferred Units shall be deemed to be surrendered and delivered on the books of

the Company’s transfer agent. For the avoidance of doubt, as of the Closing, all of the Exchanging Holders’ rights under the

terms and conditions of the Company Agreement shall be extinguished.

1.06            Tax

Treatment.  For U.S. federal (and applicable state and local) income tax purposes, the Company and the Exchanging Holders agree

that the Exchange is intended to be treated as a contribution by the Exchanging Holders of the Exchanged Units to the Company pursuant

to a transaction that is treated, together with the Initial Merger, the Acquisition Merger and the PIPE Investment (as each such term

is defined in the Business Combination Agreement) as a series of integrated transactions constituting a single exchange that qualifies

for tax-deferred treatment pursuant to Section 351(a) of the Code. Neither the Company nor any Exchanging Holder shall take

any position inconsistent with such tax treatment on any tax return or pursuant to any legal proceeding, except as otherwise required

by a determination within the meaning of Section 1313(a) of the Code.

1.07            Other

Documents. The Company and the Exchanging Holders shall execute and/or deliver such other documents and agreements as are reasonably

necessary to effectuate the Exchange pursuant to the terms of this Agreement.

ARTICLE II.      REPRESENTATIONS

AND WARRANTIES OF THE COMPANY

The Company represents and

warrants to each Exchanging Holder as of the date hereof as follows:

2.01            Organization,

Good Standing and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the

State of Delaware and has the requisite corporate power to own, lease and operate its properties and assets and to conduct its business

as it is now being conducted.

2.02            Authorization;

Enforcement. The Company has the requisite corporate power and authority to enter into and perform this Agreement and to issue the

Securities in accordance with the terms hereof. The execution, delivery and performance of this Agreement by the Company and the consummation

by it of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action of the Company,

and no further consent or authorization of the Company or its board of directors or stockholders is required. When executed and delivered

by the Company, this Agreement shall constitute a valid and binding obligation of the Company, enforceable against the Company in accordance

with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, moratorium, liquidation, conservatorship,

receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and remedies or by other

equitable principles of general application.

2.03            No

Conflicts. The execution, delivery, and performance of this Agreement by the Company does not and will not (a) violate or conflict

with the certificate of incorporation or bylaws of the Company; (b) violate any law, rule, regulation, order, judgment, or decree

applicable to the Company; or (c) conflict with, result in a breach of, or constitute a default under any material contract, agreement,

or instrument to which the Company is a party or by which the Company is bound, except to the extent that it would not have a material

adverse effect upon the ability of the Company to consummate the Exchange.

2.04            No

General Solicitation. Neither the Company nor any person acting on behalf of the Company has offered or sold any of the Securities

by any form of general solicitation or general advertising. The Company is an “accredited investor” within the meaning of

Rule 501 under the Securities Act. The Company has offered the Securities for sale only to accredited investors.

2.05            Investment

Company. The Company is not, and is not an affiliate of, and immediately after receipt of payment for the Securities, will not be

or be an affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended (the “Investment

Company Act”). The Company shall conduct its business in a manner so that it will not become an “investment company”

subject to registration under the Investment Company Act of 1940, as amended.

2.06            Issuance

of Securities. The shares of Series A Preferred Stock to be issued to the Exchanging Holders at the Closing have been duly authorized

and, when issued and delivered in accordance with this Agreement, will be validly issued, fully paid, and nonassessable. The Class A

Common Stock, par value $0.001 per share, of the Company underlying the Series A Preferred Stock (the “Class A Common

Stock”) has been duly authorized and, when issued upon conversion of the Series A Preferred Stock in accordance with

its terms, shall be validly issued, fully paid and nonassessable.

ARTICLE III.      REPRESENTATIONS

AND WARRANTIES OF THE EXCHANGING HOLDERS

Each Exchanging Holder represents

and warrants to the Company, severally and not jointly, as of the date hereof as follows:

3.01            Organization

and Standing of the Exchanging Holder. If the Exchanging Holder is an entity, it is duly organized, validly existing and in good standing

under the laws of the jurisdiction of its organization.

3.02            Authorization

and Power. Such Exchanging Holder has the requisite power and authority to enter into and perform this Agreement and to sell, assign,

transfer and deliver its Senior Preferred Units hereunder. If it is an entity, the execution, delivery and performance of this Agreement

by such Exchanging Holder and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary

action and in accordance with the laws of its jurisdiction of formation, and no further consent or authorization of such Exchanging Holder

or its board of managers or similar governing body or equity holders is required to enter into and perform this Agreement. If Exchanging

Holder is an individual, the Exchanging Holder’s signature on this Agreement is genuine, and the Exchanging Holder has legal competence

and capacity to execute the same. When executed and delivered by such Exchanging Holder, this Agreement shall constitute the valid and

binding obligations of such Exchanging Holder enforceable against such Exchanging Holder in accordance with its terms, except as such

enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership

or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and remedies or by other equitable principles

of general application.

3.03            No

Conflicts. The execution, delivery, and performance of this Agreement by such Exchanging Holder does not and will not (a) if

it is an entity, conflict with or result in any violation of, breach of default by such Exchanging Holder (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, under any provision of

any organizational documents of the Exchanging Holder, including, without limitation, its incorporation or formation papers, bylaws, indenture,

or trust, partnership or operation agreement, as may be applicable, (b) violate any law, rule, regulation, order, judgment, or decree

applicable to such Exchanging Holder; or (c) conflict with, result in a breach of, or constitute a default under any contract, agreement,

or instrument to which such Exchanging Holder is a party or by which such Exchanging Holder or such Exchanging Holder’s Senior Preferred

Units are bound.

3.04            Ownership.

Such Exchanging Holder is the sole owner of all right, title and interest in and to the Senior Preferred Units as set forth opposite such

Exchanging Holder’s name on Exhibit A under the column “Senior Preferred Units”, free and clear of all liens,

and such amount of Senior Preferred Units set forth opposite such Exchanging Holder’s name on Exhibit A constitutes

all of such Exchanging Holder’s Senior Preferred Units.

3.05            Accredited

Investor Status. Such Exchanging Holder is an “accredited investor” as defined in Rule 501(a) of Regulation

D promulgated under the Securities Act and has such knowledge and experience in financial and business matters as to be able to protect

its own interests in connection with an investment in the Securities. The Exchanging Holder has not been organized or reorganized (as

such terms are interpreted under the Investment Company Act) for the specific purpose of acquiring the Securities (as defined below) or

otherwise investing in the Company.

3.06            Investment

Intent. Such Exchanging Holder is acquiring the Series A Preferred Stock as principal for its own account and has no direct or

indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Series A Preferred

Stock. Such Exchanging Holder is acquiring the Series A Preferred Stock hereunder for its personal account for investment purposes

or in the ordinary course of its business.

3.07            Sophistication.

Such Exchanging Holder or, if the Exchanging Holder is a trust, such Exchanging Holder’s trustee directing the purchase of the Securities,

has such knowledge and experience in financial and business matters that such Exchanging Holder is capable of evaluating the merits and

risks of an investment in the Series A Preferred Stock. Such Exchanging Holder has been afforded the opportunity to ask questions

of, and receive answers from, the management of the Company concerning this investment and has been provided access to information about

the Company sufficient to enable such Exchanging Holder to evaluate the merits and risks of this investment. Such Exchanging Holder has

reviewed the Registration Statement on Form S-4 filed with the U.S. Securities and Exchange Commission (the “SEC”)

on November 12, 2025, as amended, and declared effective on February 12, 2026, the accompanying prospectus, all supplements

thereto and any other offering document used in connection with the Business Combination filed with the SEC and has been furnished with

all other materials that it considers relevant to an investment in the Securities.

3.08            Securities

Not Registered. The Exchanging Holder understands that (i) the sale or resale of the shares of Series A Preferred Stock

and the shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock (collectively, the “Securities”)

have not been registered under the Securities Act or any applicable state securities laws, and the Securities may not be transferred unless

(a) the Securities are sold pursuant to an effective registration statement under the Securities Act, (b) such Exchanging Holder

shall have delivered to the Company an opinion of counsel (which may be counsel to the Company) that shall be in form, substance and scope

customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or

transferred pursuant to an exemption from such registration, or (c) the Securities are sold pursuant to Rule 144 under the Securities

Act or other applicable exemption, and Rule 144 will not be available for a period of at least one year following the Company filing

current Form 10 information about the Company with the SEC reflecting its status as an entity that is no longer a shell company after

the closing of the Business Combination, and (ii) neither the Company nor any other person is under any obligation to register such

Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder

(in each case).

3.09            Acknowledgment

of Representation. Each Exchanging Holder acknowledges that Haynes and Boone, LLP is counsel to the Company and such Exchanging Holder

has obtained its own legal advice or consultation with respect to this Agreement.

ARTICLE IV.      OTHER

AGREEMENTS OF THE PARTIES

4.01            Transfer

of Securities.

(a)            Each

Exchanging Holder agrees that it shall not, directly or indirectly, (i) sell, assign, transfer (including by operation of law), permit

the creation of any lien, pledge, dispose of or otherwise encumber any Securities or other securities of the Company of which ownership

of record or the power to vote is now held or hereafter acquired by the Exchanging Holder prior to the termination of this Agreement,

together with any securities paid as dividends or distributions with respect to such securities or into which such securities are exchanged

or converted, including, but not limited to, pursuant to this Agreement, being referred to herein as the “Company Securities”)

or otherwise agree to do any of the foregoing (unless the transferee agrees to be bound by this Agreement pursuant to a joinder agreement

reasonably acceptable to the Company and SPAC), (ii) deposit any Company Securities into a voting trust or enter into a voting agreement

or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, (iii) enter

into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment,

transfer (including by operation of law) or other disposition of any Company Securities (unless the transferee agrees to be bound by this

Agreement pursuant to a joinder agreement reasonably acceptable to the SPAC), or (iv) take any action that would have the effect

of preventing or disabling the Exchanging Holder from performing its obligations hereunder. In addition and without limiting the foregoing,

the Exchanging Holder agrees that, during the period that the Exchanging Holder and any permitted transferee owns any of the Company Securities,

the Exchanging Holder and each of its permitted transferees agrees that it shall not enter into an agreement that is effective prior to

the consummation of the Business Combination, to dispose of or otherwise transfer Company Securities.

(b)            The

Exchanging Holder hereby agrees not to, during the period (the “Post-Closing Lock-Up Period”) commencing on

the date of the closing of the Business Combination and ending on the earlier of (i) the one year anniversary of the closing of the

Business Combination and (ii) the date after the closing of the Business Combination on which the Company consummates a liquidation,

merger, share exchange, reorganization or other similar transaction with an unaffiliated third party that results in all of the Company’s

stockholders having the right to exchange their equity holdings in the Company for cash, securities or other property, without the prior

written consent of the Company: (A) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any

option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, establish or

increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position with respect to or decrease

of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”) and the rules and regulations of the SEC promulgated thereunder, or otherwise transfer or dispose of, directly

or indirectly, any Company Securities, (B) enter into any swap or other arrangement that transfers to another, in whole or in part,

any of the economic consequences of ownership of Company Securities, whether any such transaction is to be settled by delivery of such

Company Securities, in cash or otherwise, or (C) publicly announce the intention to do any of the foregoing, whether any such transaction

described in clauses (A), (B) or (C) above is to be settled by delivery of Company Securities or other securities, in cash or

otherwise. The foregoing sentence shall not apply to the transfer of any or all of Company Securities owned by the Exchanging Holder (I) by

gift, will or intestate succession upon the death of the Exchanging Holder, (II) to any Permitted Transferee (as defined below),

(III) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution

of marriage or civil union or pursuant to a domestic relations order, (IV) in accordance with the requirements of this Agreement

or the organizational documents of the Company, as amended, (V) to the Company in connection with the “net” or “cashless”

exercise of options or other rights to purchase shares of the Company’s common stock granted pursuant to an equity incentive plan,

stock purchase plan or other arrangement in satisfaction of any tax withholding obligations through cashless surrender or otherwise (provided

any shares of the Company’s common stock issued upon exercise of such option or other rights shall remain subject to the terms of

this Agreement), or (VI) in connection with the exercise or conversion of any Derivative Instruments (defined below); provided, however,

that in any of the cases of clauses (I), (II) or (III) it shall be a condition to such transfer that the transferee executes

and delivers to the Company an agreement stating that the transferee is receiving and holding Company Securities subject to the provisions

of this Agreement applicable to the Exchanging Holder, and there shall be no further transfer of such Company Securities except in accordance

with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (aa) the members of the Exchanging

Holder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural

person, any of the following: such person’s spouse, the siblings of such person and his or her spouse, and the direct descendants

and ascendants (including adopted and step children and parents) of such person and his or her spouses and siblings), (bb) any trust or

charitable organization for the direct or indirect benefit of the Exchanging Holder or the immediate family of the Exchanging Holder,

(cc) if the Exchanging Holder is a trust, the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (dd)

if the Exchanging Holder is an entity, as a distribution to limited partners, shareholders, members of, or owners of similar equity interests

in the Exchanging Holder, or (ee) to any affiliate of the Exchanging Holder. The Exchanging Holder further agrees to execute such agreements

as may be reasonably requested by the Company that are consistent with the foregoing or that are necessary to give further effect thereto.

Notwithstanding the foregoing, the Exchanging Holder shall be permitted to establish a trading plan pursuant to Rule 10b5-1 promulgated

under the Exchange Act, provided that (y) such plan does not provide for the transfer, sale or other disposal of Securities during

the Post-Closing Lock-Up Period and (z) any public announcement or filing with the SEC under the Exchange Act made by any person

regarding the establishment of such plan during the Post-Closing Lock-Up Period shall include a statement that the undersigned is not

permitted to transfer, sell or otherwise dispose of securities under such plan during the Post-Closing Lock-Up Period in contravention

of this Agreement.

(c)            Notwithstanding

anything contained herein to the contrary, (i) 33.33% of the Company Securities subject to the restrictions set forth in Section 4.01(b) held

by the Exchanging Holder as of the closing of the Business Combination will be automatically released from the restrictions contained

in Section 4.01(b) immediately prior to the opening of The Nasdaq Stock Market on the six month anniversary of the closing of

the Business Combination and (ii) 33.33% of the Securities subject to the restrictions set forth in Section 4.01(b) held

by the Exchanging Holder as of the closing of the Business Combination will be automatically released from the restrictions contained

in Section 4.01(b) immediately prior to the opening of The Nasdaq Stock Market on the nine month anniversary of the closing

of the Business Combination.

(d)            Notwithstanding

anything contained herein to the contrary, if, prior to the expiration of the Post-Closing Lock-Up Period, the Company consents at its

discretion to release any shares of Series A Preferred Stock, any securities underlying the Series A Preferred Stock, shares

of the Company’s common stock or any securities convertible into, exchangeable for or that represent the right to receive shares

of the Company’s common stock (such options, warrants or other securities, collectively, “Derivative Instruments”),

held by any directors, officers, stockholders of 5.0% or more of the then outstanding shares of the Company’s common stock that

has delivered a lock-up agreement to the Company in connection with the Business Combination, other than the Exchanging Holder, from the

restrictions described herein (any such release being a “Triggering Release” and such party receiving such release

being a “Triggering Release Party”), then a number of the Exchanging Holder’s shares of the Company’s

common stock underlying the Series A Preferred Stock subject to this Agreement shall also be released from the restrictions set forth

herein on the same terms on a pro rata basis, such number of the Exchanging Holder’s shares of the Company’s common stock

underlying the Series A Preferred Stock subject to this Agreement being the total number of shares of the Company’s common

stock underlying the Series A Preferred Stock subject to this Agreement held by the Exchanging Holder on the date of the Triggering

Release that are subject to this Agreement multiplied by a fraction, the numerator of which shall be the number of shares of the Company’s

common stock underlying the Series A Preferred Stock and Derivative Instruments released pursuant to the Triggering Release and the

denominator of which shall be the total number of shares of the Company’s common stock underlying the Series A Preferred Stock

and Derivative Instruments held by the Triggering Release Party on such date that were subject to a lock-up restriction (e.g., restrictions

similar to this Section 4.01) immediately prior to such release.

(e)            If

any transfer of Company Securities is made or attempted contrary to the provisions of this Agreement, such purported transfer shall be

null and void ab initio, and the Company shall refuse to recognize any such purported transferee of the Company Securities as one of its

equity holders for any purpose. In order to enforce this Section 4.01, the Company may impose stop-transfer instructions with respect

to the Company Securities of the Exchanging Holder (and Permitted Transferees and assigns thereof) until the end of the Post-Closing Lock-Up

Period.

4.02            Registration

Rights. The Company shall include the shares of Class A Common Stock issuable upon conversion of the Series A Preferred

Stock held by the Exchanging Holders on the next registration statement following the closing of the Business Combination that the Company

files with the SEC providing for the resale of securities held by stockholders of the Company on a delayed or continuous basis pursuant

to Rule 415 under the Securities Act.

4.03            Restrictive

Legends. For so long as the Securities have not been sold in accordance with an exemption from the registration requirements of the

Securities Act, any certificates or book-entries representing the Securities shall have endorsed thereon legends substantially as follows:

“THE SECURITIES REPRESENTED HEREBY

HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES OR ANY

INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION

STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL

(IF THE COMPANY SO REQUESTS), IS AVAILABLE.”

ARTICLE V.      CONDITIONS

TO CLOSING

5.01            Conditions

of the Exchanging Holder’s Obligations at Closing. The obligations of each Exchanging Holder to exchange their Senior Preferred

Units for Series A Preferred Stock at Closing are subject to the fulfillment, on or before the Closing, of each of the following

conditions, unless otherwise waived:

(a)            the

representations and warranties of the Company contained in Article II shall be true and correct in all material respects as

of the Closing;

(b)            the

Company shall have performed and complied in all material respects with all covenants, agreements, obligations and conditions contained

in this Agreement that are required to be performed or complied with by the Company on or before the Closing, including the payment of

Accrued Dividends;

(c)            the

Company shall have filed the Series A Certificate of Designation with the Secretary of State of Delaware on or prior to the Closing,

which shall continue to be in full force and effect as of the Closing; and

(d)            as

of the Closing, the Available Cash (as such term is defined in the Business Combination Agreement) shall be less than $250,000,000.

5.02            Conditions

of the Company’s Obligations at Closing. The obligations of the Company to exchange the Series A Preferred Stock for Senior

Preferred Units at the Closing are subject to the fulfillment, on or before Closing, of each of the following conditions, unless otherwise

waived:

(a)            this

Agreement shall have been duly executed by each of the Exchanging Holders;

(b)            the

representations and warranties of the Exchanging Holders contained in Article III shall be true and correct in all material

respects as of the Closing;

(c)            the

Exchanging Holders shall have performed and complied in all material respects with all covenants, agreements, obligations and conditions

contained in this Agreement that are required to be performed or complied with by such Exchanging Holders on or before the Closing;

(d)            as

of the Closing, the Available Cash (as such term is defined in the Business Combination Agreement) shall be less than $250,000,000; and

(e)            a

Preferred Equity Subordination Agreement, in the form substantially similar to the existing Preferred Equity Subordination Agreement previously

entered into by the Exchanging Holders and reasonably acceptable to the Company and the Lenders (as defined in the Credit Agreement),

shall have been duly executed by each Exchanging Holder.

ARTICLE VI.      MISCELLANEOUS

6.01            Amendment.

No provision of this Agreement may be waived or amended except in a written instrument signed by (i) the Company and (ii) Exchanging

Holders entitled to receive in the Exchange, in the aggregate, at least a majority of the number of shares of Series A Preferred

Stock issuable at the Closing.

6.02            Notices.

Any notice, demand, request, waiver or other communication required or permitted to be given hereunder shall be in writing and shall be

effective (a) upon hand delivery by telecopy or facsimile at the address or number designated below (if delivered on a business day

during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other

than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following

the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever

shall first occur or (c) upon delivery by e-mail (if delivered on a business day during normal business hours where such notice is

to be received) upon recipient’s actual receipt and acknowledgement of such e-mail. The addresses for such communications shall

be:

If to the Company prior to the Closing:

Suncrete, Inc.

c/o Haymaker Acquisition Corp. 4

324 Royal Palm Way, Suite 300-i

Palm Beach, Florida 33480

Attention: Christopher Bradley

Email: cbradley@mistralequity.com

With a copy (for informational purposes only) to:

DLA Piper LLP (US)

1251 Avenue of the Americas, 27th Floor

New York, New York 10020

Attention: Sidney Burke, Stephen P. Alicanti

Email: sidney.burke@us.dlapiper.com, stephen.alicanti@us.dlapiper.com

If to the Company after the Closing:

Suncrete, Inc.

817 E. 4th Street

Tulsa, OK 74120

Attention: Barrett Bruce

E-Mail: BBruce@suntx.com

With a copy (for informational purposes only) to:

Haynes and Boone, LLP

2801 N. Harwood Street, Suite 2300

Dallas, Texas 75201

Attention: Matthew L. Fry; Rachel O’Donnell

E-mail: matt.fry@haynesboone.com; rachel.odonnell@haynesboone.com

If to an Exchanging Holder,

to its mailing address and e-mail address set forth on the Exchanging Holder’s respective signature page attached hereto. Any

Exchanging Holder hereto may from time to time change its address for notices by giving written notice of such changed address to the

Company.

6.03            Waivers.

No waiver by either party of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to

be a continuing waiver in the future or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission

of any party to exercise any right hereunder in any manner impair the exercise of any such right accruing to it thereafter.

6.04            Headings.

The article, section and subsection headings in this Agreement are for convenience only and shall not constitute a part of this Agreement

for any other purpose and shall not be deemed to limit or affect any of the provisions hereof.

6.05            Successors

and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and

permitted assigns. No party may assign its rights or obligations under this Agreement without the prior written consent of the other parties,

except that the Company may assign its rights and obligations hereunder to any affiliate or successor entity without consent.

6.06            Governing

Law. This Agreement shall be governed by the internal law of the State of Delaware, without regard to conflict of law principles that

would result in the application of any law other than the law of the State of Delaware.

6.07            Counterparts.

This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument

and shall become effective when counterparts have been signed by each party and delivered to the other parties hereto, it being understood

that all parties need not sign the same counterpart. Signature pages to this Agreement may be delivered by facsimile or other means

of electronic transmission.

[Remainder of Page Intentionally Left Blank;

Signature Page Follows.]

IN WITNESS WHEREOF, the parties hereto have

caused this Securities Exchange Agreement to be duly executed by their respective authorized officers as of the date first above written.

COMPANY:

SUNCRETE, INC.

By:

/s/ Christopher Bradley

Name:

Christopher Bradley

EXCHANGING HOLDERS:

BARBER PROPERTIES, L.L.C

By:

/s/ Ron B. Barber

Name:

Ron B. Barber

Title:

Manager

Address: [*****]

BARBER FAMILY, LLC

By:

/s/ Rob B. Barber

Name:

Rob B. Barber

Title:

Manager

Address: [*****]

THE JOHN M. WALKER REVOCABLE

TRUST

By:

/s/ John M. Walker

Name:

John M. Walker

Title:

Trustee

Address: [*****]

ROBERT M. AND MARY ANN SHARP TRUST

DATED DECEMBER 8, 2017

By:

/s/ Robert M. Sharp

Name:

Robert M. Sharp

Title:

Trustee

By:

/s/ Mary Ann Sharp

Name:

Mary Ann Sharp

Title:

Trustee

Address: [*****]

/s/ Mark A. Sharp

MARK A. SHARP

Address: [*****]

EAGLESNEST INVESTMENTS, LLC

By:

/s/ Randall Edgar

Name:

Randall Edgar

Title:

Manager

Address: [*****]

Exhibit A

Exchanging Holder

Senior Preferred Units

Series A Preferred Stock

Barber Properties, L.L.C

3,900,000

3,900

Barber Family, LLC

1,300,000

1,300

The John M. Walker Revocable Trust

5,200,000

5,200

Robert M. and Mary Ann Sharp Trust Dated December 8, 2017

2,600,000

2,600

Mark A. Sharp

2,600,000

2,600

Eaglesnest Investments, LLC

10,400,000

10,400

Total:

26,000,000

26,000

Exhibit B

Form of Series A Certificate of Designation

EX-10.9 — EXHIBIT 10.9

EX-10.9

Filename: tm2611641d1_ex10-9.htm · Sequence: 10

Exhibit 10.9

SUNCRETE, INC.

2026 OMNIBUS INCENTIVE PLAN

Table

of Contents

Page

1. Purpose

1

2. Definitions

1

3. Administration

6

4. Shares Subject to the Plan

8

5. Award Eligibility and Limitations

9

6. Options

9

7. Stock Appreciation Rights

12

8. Restricted Awards

13

9. Performance Awards

15

10. Other Stock-Based Awards

17

11. Treatment of Awards on Termination of Continuous Service

17

12. Covenants of the Company

18

13. Company Use of Proceeds from Awards

18

14. Adjustments for Changes in Stock

18

15. Amendment of the Plan and Awards

19

16. General Provisions

20

17. Effective Date and Term of Plan

24

18. Governing Law

25

19. Limitation on Liability

25

20. Execution

-i-

SUNCRETE, INC.

2026 Omnibus INCENTIVE PLAN

The Suncrete, Inc. 2026

Omnibus Incentive Plan (the “Plan”) was adopted by the Board of Directors of Suncrete, Inc., a Delaware

corporation (the “Company”), effective as of April 8, 2026 (the “Effective Date”),

subject to approval by the Company’s stockholders.

1. Purpose

The purpose of the Suncrete, Inc. 2026 Omnibus

Incentive Plan is to enable the Company and any Affiliate to obtain and retain the services of the types of Employees, Consultants, and

Directors who will contribute to the Company’s long range success and to provide incentives that are linked directly to increases

in share value which will inure to the benefit of all stockholders of the Company.

2. Definitions

“Administrator”

means the Board or the Committee appointed by the Board in accordance with Section 3(e).

“Affiliate”

means any parent or direct or indirect subsidiary of the Company, whether now or hereafter existing.

“Award”

means any Option, Restricted Award, Performance Award, Stock Appreciation Right or other Stock-Based Award granted under the Plan.

“Award Agreement”

means a written agreement between the Company and a Participant evidencing the terms and conditions of an individual Award. Each Award

Agreement will be subject to the terms and conditions of the Plan and need not be identical.

“Board”

means the Board of Directors of the Company.

“Cause”

means, (a) with respect to any Participant who is a party to a Service Agreement which provides for a definition of Cause, as defined

therein; and (b) with respect to all other Participants, (i) the commission of, or plea of guilty or no contest to, a felony

or a crime involving moral turpitude or the commission of any other act involving willful malfeasance or material fiduciary breach with

respect to the Company or an Affiliate; (ii) conduct tending to bring the Company into substantial public disgrace or disrepute;

(iii) gross negligence or willful misconduct with respect to the Company or an Affiliate; or (iv) material violation of state

or federal securities laws. The Administrator, in its absolute discretion, shall determine the effect of all matters and questions relating

to whether a Participant has been discharged for Cause.

“Change in Control”

means:

(a)            with

respect to the Company, (i) a sale of all or substantially all of the equity or assets of the Company to an unrelated Person (a “Sale”);

or (ii) any merger or consolidation of the Company with another Person if, immediately after giving effect thereto, any Person (or

group of Persons acting in concert) other than the Persons holding greater than 50% of the outstanding Common Stock immediately prior

thereto (the “Majority Holders”) have the power to designate or approve a majority of the members of the board of directors

of the Surviving Entity; and

1

(b)            with

respect to any Affiliate, as applicable (including, without limitation, the sale of all or substantially all of the assets of the Company

or other Affiliate together with such company’s subsidiaries, taken as a whole), (i) a Sale of such Affiliate; or (ii) any

merger or consolidation of the Affiliate with another Person if, immediately after giving effect thereto, any Person (or group of Persons

acting in concert) other than the Affiliate Majority Holders immediately prior thereto have the power to designate or approve a majority

of the members of the board of directors of the Affiliate or the surviving entity, that also constitutes a “change in the ownership

of a corporation,” a “change in the effective control of a corporation,” or a “change in the ownership of a substantial

portion of a corporation’s assets,” in each case, within the meaning of Section 1.409A-3(i)(5) of the Treasury Regulations.

The foregoing notwithstanding,

a transaction will not constitute a Change in Control if (i) its sole purpose is to change the state of the Company’s incorporation

or to create a holding company that will be owned in substantially the same proportions by the Persons who held the Company’s securities

immediately before the transaction; (ii) it constitutes a public offering that results in any security of the Company being listed

(or approved for listing), or designated (or approved for designation) as a security on any Established Securities Market; (iii) solely

because 50% or more of the total voting power of the Company’s then outstanding securities is acquired by a trustee or other fiduciary

holding securities under one or more employee benefit plans of the Company or any Affiliate, or any company that, immediately before the

acquisition, is owned directly or indirectly by the Company’s stockholders in substantially the same proportion as their ownership

of stock in the Company immediately before the acquisition; or (iv) it results solely from a change in ownership of an existing stockholder.

“Class A Common

Stock” means the Company’s Class A common stock, $0.0001 par value per Share.

“Class B Common

Stock” means the Company’s Class B common stock, $0.0001 par value per Share. Class B Common Stock is identical

to Class A common stock other than the number of votes per Share, and there are no distribution preferences between either class

of Common Stock.

“Code”

means the Internal Revenue Code of 1986, as amended.

“Committee”

means a committee of one or more members of the Board appointed by the Board to administer the Plan in accordance with Section 3(e).

“Common Stock”

means Class A Common Stock or Class B Common Stock, in either case, as designated in the applicable Award Agreement for the

corresponding Award granted under the Plan.

“Company”

means Suncrete, Inc., a Delaware corporation.

“Consultant”

means any natural person who provides bona fide consulting or advisory services to the Company or an Affiliate for compensation, which

services are not in connection with the offer or sale of securities in a capital raising transaction and do not directly or indirectly

promote or maintain a market for the Company’s securities.

“Continuous Service”

means the uninterrupted service of a Participant with the Company or an Affiliate as an Employee, Director, or Consultant. A Participant’s

Continuous Service will not be deemed interrupted or terminated merely because of a change in the capacity in which the Participant renders

service, such as a change in status from Employee to Consultant or Director, or a change in the entity for which the Participant renders

service, such as from the Company to an Affiliate, so long as there is no interruption or termination of the Participant’s service.

The Administrator or its delegate, in its sole discretion, may determine whether Continuous Service will be considered interrupted in

the case of any approved leave of absence, including sick leave, military leave or any other personal or family leave of absence.

2

“Date of Grant”

means the first date on which all necessary corporate action has been taken by the Administrator to approve the grant of an Award to a

Participant as provided under the Plan, provided the key terms and conditions of the Award are communicated to the Participant within

a reasonable period thereafter; or such later date as is designated by the Administrator and specified in the Award Agreement. In any

situation where the terms of the Award are subject to negotiation with the Participant, the Date of Grant will not be earlier than the

date the key terms and conditions of the Award are communicated to the Participant.

“Detrimental Activity”

means any of the following: (a) disclosure of the Company’s confidential information to any Person outside the Company, without

prior written authorization from the Company or in conflict with the interests of the Company, whether the confidential information was

acquired or disclosed by the Participant during or after service with the Company; (b) failure or refusal to disclose promptly or

assign to the Company all right, title, and interest in any invention, work product or idea, patentable or not, made or conceived by the

Participant during service with the Company, relating in any manner to the interests of the Company or, the failure or refusal to do anything

reasonably necessary to enable the Company to secure a patent where appropriate in the United States and in other countries; (c) activity

that is discovered to be grounds for or results in termination of the Participant’s Continuous Service for Cause; (d) violation

or breach of a non-disclosure, confidentiality, intellectual property, privacy, exclusivity or other restrictive covenant in any Award

Agreement, Service Agreement or other agreement between the Participant and the Company; (e) any direct or indirect attempt to induce

any Employee to be employed or perform services or acts in conflict with the interests of the Company; (f) any direct or indirect

attempt, in conflict with the interests of the Company, to solicit the trade or business of any current or prospective customer, client,

supplier or partner of the Company; (g) the conviction of, or guilty plea entered by, the Participant for any felony or a crime involving

moral turpitude whether or not connected with the Company or (h) the commission of any other act involving willful malfeasance or

material fiduciary breach with respect to the Company. All references to “the Company” in this definition refer to the Company

and any Affiliate.

“Director”

means a member of the Board.

“Disability”

means (a) with respect to any Participant who is a party to a Service Agreement that provides for a definition of Disability, as

defined therein; and (b) with respect to any other Participant, the Participant’s inability to substantially perform his or

her duties to the Company or any Affiliate by reason of a medically determinable physical or mental impairment that is expected to last

for a period of six months or longer or to result in death. Notwithstanding the foregoing, for purposes of determining the term of an

Incentive Stock Option under Section 11(b)(iii), “Disability” means permanent and total disability as defined

in Code Section 22(e)(3). The Administrator will determine whether an individual has a Disability under procedures established by

the Administrator. Other than for determinations of Disability for purposes of the term of an Incentive Stock Option under Section 11(b)(iii),

the Administrator may rely on any determination that a Participant is disabled for purposes of benefits under any long-term disability

plan maintained by the Company or any Affiliate in which a Participant participates.

“Effective Date”

means April 8, 2026, the date of the Plan’s original adoption by the Board.

“Employee”

means a common law or statutory employee of the Company or an Affiliate, including, for the avoidance of doubt, an employee who is also

an officer of the Company or an Affiliate. Mere service as a Director or payment of a Director’s fee by the Company or an Affiliate

is not sufficient by itself to constitute being an Employee.

3

“Established Securities

Market” means a national securities exchange that is registered under Section 6 of the Exchange Act, a foreign national

securities exchange that is officially recognized, sanctioned, or supervised by governmental authority or any over-the-counter market

that is reflected by the existence of an interdealer quotation system.

“Exchange Act”

means the Securities Exchange Act of 1934, as amended.

“Exercise Price”

means the price per Share at which the holder of an Option may buy an underlying Share on exercise of the Option.

“Fair Market Value”

means, as of the date of any valuation event, the value per Share determined using a presumptively reasonable valuation method under Treasury

Regulation section 1.409A-1(b)(5)(iv), as follows:

(i)            On

any date on which the Common Stock is admitted to trading on an Established Securities Market for which closing prices are reported on

any date, Fair Market Value may be determined based on (1) the last sale before or the first sale after the Date of Grant of an Award

or any other valuation event; (2) the closing price on the last trading day before the Date of Grant of an Award or any other valuation

event; (3) the closing price on the Date of Grant or any other valuation event or (4) an average selling price during a specified

period that is within 30 days before or 30 days after the Date of Grant of an Award, on condition that the commitment to grant an Award

based on an average selling price during a specified period must be irrevocable before the beginning of the specified period, and the

valuation method must be used consistently for grants of Awards under the Plan and substantially similar programs.

(ii)           If

the Common Stock is readily tradable on an Established Securities Market but closing prices are not reported, Fair Market Value may be

determined based on (1) the average of the highest bid and lowest asked prices reported on the last trading day before the Date of

Grant of an Award or any other valuation event or on the Date of Grant or any other valuation event or (2) an average of the highest

bid and lowest asked prices during a specified period that is within 30 days before or 30 days after the Date of Grant of an Award, on

condition that the commitment to grant an Award based on an average selling price during a specified period must be irrevocable before

the beginning of the specified period, and the valuation method must be used consistently for grants of Awards under the Plan and substantially

similar programs.

(iii)          At

any time the Common Stock is not readily tradable on an Established Securities Market, the Administrator will determine the Fair Market

Value through the reasonable application of a reasonable valuation method based on the facts and circumstances as of the valuation date,

including, at the election of the Administrator, by an independent appraisal that meets the requirements of Code Section 401(a)(28)(C) and

the regulations issued thereunder as of a date that is no more than 12 months before the relevant transaction to which the valuation is

applied (for example, an Option’s Date of Grant), and that determination will be final, conclusive, and binding on all Persons.

(iv)          Notwithstanding

anything herein to the contrary, in the event of a Change in Control or other transaction described under Section 14(c), Fair

Market Value means the price per Share paid or payable to the Company’s stockholders in such transaction.

“Grant Price”

means the base value per Share of a Stock Appreciation Right, as determined by the Administrator and as set forth in the Award Agreement.

4

“Incentive Stock

Option” means an Option intended to qualify as an incentive stock option under Section 422 of the Code and the regulations

issued thereunder.

“Non-Employee Director”

means a “non-employee director” as defined in Rule 16b-3(b)(3) under the Exchange Act.

“Nonqualified Stock

Option” means an Option not intended to qualify as an Incentive Stock Option.

“Officer”

means an individual who is an “officer” of the Company as defined in Rule 16a-1(f) issued under the Exchange Act.

“Option”

means an Incentive Stock Option or a Nonqualified Stock Option granted under the Plan.

“Participant”

means an individual to whom an Award is granted under the Plan or, if applicable, such other Person who holds an outstanding Award.

“Performance Award”

means an Award granted under Section 9.

“Performance Stock”

means Restricted Stock granted under a Performance Award.

“Performance Stock

Unit” means a Restricted Stock Unit granted under a Performance Award.

“Permitted Transferee”

means a Participant’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,

mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law (including adoptive relationships), any individual

sharing the Participant’s household (other than a tenant or employee), a trust in which these individuals (or the Participant) have

more than 50% of the beneficial interest, a foundation in which these individuals (or the Participant) control the management of assets,

any other entity in which these individuals (or the Participant) own more than 50% of the voting interests, or such other transferee as

may be permitted by the Administrator in its sole discretion.

“Person”

means an individual, partnership, limited liability company, corporation, association, joint stock company, trust, joint venture, labor

organization, unincorporated organization, governmental entity or political subdivision thereof or any other entity, and includes a syndicate

or group as those terms are used in Section 13(d)(3) or 14(d)(2) of the Exchange Act.

“Plan”

means this Suncrete, Inc. 2026 Omnibus Incentive Plan, as it may be amended from time to time.

“Restricted Award”

means an Award of Restricted Stock or Restricted Stock Units granted under Section 7.

“Restricted Period”

has the meaning set forth in Section 7.

“Restricted Stock”

means Shares granted under an Award that are subject to certain restrictions and risk of forfeiture.

“Restricted Stock

Unit” means a hypothetical unit granted under an Award evidencing the right to receive one Share or an equivalent value in cash

equal to the Fair Market Value (as determined by the Administrator) in the future, which right is subject to certain restrictions and

risk of forfeiture.

“Securities Act”

means the Securities Act of 1933, as amended.

5

“Service Agreement”

means a written employment agreement, consulting or other service agreement or an employment policy manual, the terms of which have been

approved by the Administrator, applicable to a Participant’s employment or service with the Company or an Affiliate.

“Share”

means one share of Class A Common Stock or Class B Common Stock, in either case, as designated in the applicable Award Agreement.

“Stock Appreciation

Right” means the right under an Award to receive an amount equal to the difference between the Fair Market Value as of the date

of exercise and the Grant Price, multiplied by the number of Shares for which the Award is exercised, as determined under Section 7.

“Surviving Entity”

means the Company if immediately following any merger, consolidation or similar transaction, the holders of outstanding voting securities

of the Company immediately before the merger or consolidation own equity securities possessing more than 50% of the voting power of the

entity existing following the merger, consolidation or similar transaction. In all other cases, the other entity to the transaction and

not the Company will be the Surviving Entity. In making the determination of ownership by the stockholders of an entity immediately after

the merger, consolidation or similar transaction, equity securities that the stockholders owned immediately before the merger, consolidation,

or similar transaction as stockholders of another party to the transaction will be disregarded. Further, outstanding voting securities

of an entity will be calculated by assuming the conversion of all equity securities convertible (immediately or at some future time whether

or not contingent on the satisfaction of performance goals) into securities entitled to vote.

3. Administration

(a)           Administrator.

The Compensation Committee of the Board shall administer the Plan unless and until the Board delegates administration to a different

Committee or vests authority in the Board for the administration of the Plan, as provided in Section 3(e).

(b)           Authority

of Administrator. The Administrator will have the power and authority to select Participants and grant Awards under the terms of

the Plan.

(c)           Specific

Authority. In particular, the Administrator will have the authority to:

(i)            construe

and interpret the Plan and apply its provisions;

(ii)            promulgate,

amend, and rescind rules and regulations relating to the administration of the Plan;

(iii)          authorize

any Person to execute, on behalf of the Company, any instrument required to carry out the purposes of the Plan;

(iv)          delegate

its authority to one or more Officers of the Company with respect to Awards that do not involve any individual who is subject to Section 16

of the Exchange Act, which delegation shall be by a resolution that specifies the total number of Shares that may be subject to Awards

by the Officer and the Officer may not make an Award to himself or herself;

(v)          determine

when Awards are to be granted under the Plan;

(vi)          select,

subject to the limitations set forth in the Plan, those Participants to whom Awards will be granted;

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(vii)        determine

the number and class of Shares to be made subject to each Award;

(viii)        determine

whether each Option is to be an Incentive Stock Option or a Nonqualified Stock Option;

(ix)          prescribe

the terms and conditions of each Award, including, without limitation, the Grant Price or Exercise Price and medium of payment, vesting

provisions, and to specify the provisions of the Award Agreement relating to the grant or sale;

(x)           subject

to the restrictions applicable under Section 15(c), amend any outstanding Awards, including for the purpose of modifying the

time or manner of vesting, the purchase price, Exercise Price or Grant Price or the term of any outstanding Award;

(xi)          determine

the duration and purpose of leaves of absences that may be granted to a Participant without constituting termination of their Continuous

Service for purposes of the Plan, which periods will be no shorter than the periods generally applicable to Employees under the Company’s

employment policies or as required under applicable law;

(xii)          make

decisions with respect to outstanding Awards that may become necessary on a Change in Control or an event that triggers capital adjustments;

and

(xiii)        exercise

discretion to make any and all other determinations that it may determine to be necessary or advisable for administration of the Plan.

(d)           Decisions

Final. All decisions made by the Administrator under the provisions of the Plan will be final, binding, and conclusive on the Company,

the Participants, and all other Persons with any interests related to any Award, unless a decision is determined by a court having jurisdiction

to be arbitrary and capricious. Except as required by the Plan, Awards need not contain similar provisions. The Administrator’s

determinations under the Plan (including, without limitation, determinations of which Employees, Consultants or Directors, if any, are

to receive Awards, the form, class of shares, amount and timing of such Awards, the terms and provisions of such Awards and the agreements

evidencing same) need not be uniform and may be made by it selectively among Participants who receive, or are eligible to receive, Awards

under the Plan.

(e)           The

Committee.

(i)            General.

The Board may delegate administration of the Plan to a Committee or Committees of one or more members of the Board, and the term “Committee”

applies to any Person or Persons to whom that authority has been delegated. If administration is delegated to a Committee, the Committee

will have, in connection with the administration of the Plan, the powers theretofore possessed by the Board, including the power to delegate

to a subcommittee any of the administrative powers the Committee is authorized to exercise (and references in the Plan to the Administrator

will thereafter be to the Committee or subcommittee), subject, however, to such resolutions, consistent with the provisions of the Plan,

as the Board may adopt. The Board may abolish the Committee at any time and re-vest in the Board the administration of the Plan. The members

of the Committee will be appointed by and serve at the pleasure of the Board. The Board may increase or decrease the size of the Committee,

add additional members to, remove members (with or without Cause) from, appoint new members in substitution therefor, and fill vacancies,

however caused, in the Committee. The Committee shall act by a vote of the majority of its members or, in the case of a Committee comprised

of only two members, the unanimous consent of its members, whether present or not, or by the written consent of the majority of its members

and shall keep minutes of all of its meetings. Subject to the limitations prescribed by the Plan and the Board, the Committee may establish

and follow such rules and regulations for the conduct of its business as it may determine to be advisable.

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(ii)           Committee

Composition when Registration is Required. Whenever any class of the Company’s common equity securities is required to be registered

under Section 12 of the Exchange Act, in the discretion of the Board, a Committee may consist solely of two or more Non-Employee

Directors. The Board has sole discretion to determine whether it intends to comply with the exemption requirements of Rule 16b-3

under the Exchange Act. However, if the Board intends to satisfy such exemption requirements, with respect to Awards to any Officer or

Director, the Committee will at all times consist solely of two or more Non-Employee Directors. Within the scope of that authority, the

Board or the Committee may delegate to a committee of one or more members of the Board who are not Non-Employee Directors the authority

to grant Awards to eligible individuals who are not Officers, Directors, “beneficial owners” (as defined in Rule 16a

1(a)(1) under the Exchange Act) of more than 10% of any class of equity securities of the Company registered under Section 12

of the Exchange Act or otherwise subject to Section 16 of the Exchange Act. Nothing in this Section 3(e)(ii) is

intended to create an inference that an Award granted other than by a committee of the Board consisting at all times solely of two or

more Non-Employee Directors is not validly granted under the Plan.

(f)            Indemnification.

In addition to such other rights of indemnification as they may have as Directors or members of the Committee, and to the extent allowed

by applicable law, the Company will indemnify the Administrator against the reasonable expenses, including attorney’s fees, actually

incurred in connection with any action, suit or proceeding or in connection with any appeal thereof, to which the Administrator may be

party by reason of any action taken or failure to act under or in connection with the Plan or any Award granted under the Plan, and against

all amounts paid by the Administrator in settlement thereof (subject, however, to the Company’s approval of the settlement, which

approval the Company will not unreasonably withhold) or paid by the Administrator in satisfaction of a judgment in any such action, suit

or proceeding, except in relation to matters as to which it is adjudged in the action, suit or proceeding that the Administrator did not

act in good faith and in a manner that the Person reasonably believed to be in the best interests of the Company, and in the case of a

criminal proceeding, had no reason to believe that the conduct complained of was lawful. Notwithstanding the foregoing, it is a condition

precedent to the Company’s obligations in this Section 3(f) that within 60 days after institution of any such action,

suit or proceeding, the Administrator or Committee member offer the Company in writing the opportunity at its own expense to handle and

defend the action, suit or proceeding.

4. Shares Subject to the Plan

(a)           Share

Reserve. Subject to adjustment under Section 14(a), the maximum aggregate number of Shares Class A Common Stock

that may be issued on exercise, conversion, or vesting of Awards under the Plan is 3,000,000 (three million) Shares, all of which may

be used for any type of Award, and the maximum aggregate number of Shares of Class B Common Stock that may be issued on exercise,

conversion, or vesting of Awards under the Plan is 2,000,000 (two million) Shares, all of which may be used for any type of Award. Each

Share subject to any Award granted hereunder will be counted against the applicable Share reserve on the basis of one Share for every

Share subject thereto.

(b)           Return

of Shares to the Share Reserve. If any Award for any reason is forfeited, cancelled, expires or otherwise terminates, in whole or

in part, the unissued Shares under the Award will revert to and again become available for issuance under the Plan. For the avoidance

of doubt, any Share that is returned to the Plan in accordance with this Section 4(b) for future issuance as an Award

shall be of the same class of Common Stock as originally granted under the Plan. Notwithstanding the foregoing, Shares used to pay the

Exercise Price of an Option or to satisfy a Participant’s tax obligations for any Award, whether tendered to or withheld by the

Company, will not be available again for other Awards under the Plan, and all Shares underlying any Stock Appreciation Right, or any other

Award that is settled in cash and not in Shares, will not be counted against the foregoing Share reserve. Notwithstanding anything in

this Section 4 to the contrary and subject to adjustment under Section 14(a), the maximum number of Shares that

may be issued on the exercise of Incentive Stock Options will equal the aggregate number of Shares stated in subsection (a) plus,

to the extent permitted under Section 422 of the Code and the Treasury regulations thereunder, any Shares that become available for

issuance under the Plan under this Section 4(b).

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(c)           Source

of Shares. Shares issued under an Award may consist of authorized and unissued Shares, Shares held by the Company as treasury shares

and Shares purchased on the open market, and may be subject to restrictions deemed appropriate by the Administrator.

5. Award Eligibility and Limitations

(a)           Restricted

Awards, Performance Awards, and other Stock-Based Awards may be granted to any Employee, Director or Consultant of the Company or any

Affiliate.

(b)           Nonqualified

Stock Options and Stock Appreciation Rights may be granted to any Employee, Director or Consultant of the Company or of a direct or indirect

majority-owned subsidiary of the Company with respect to which the Company, on the Date of Grant, is an “eligible issuer”

under Treasury Regulation section 1.409A-1(b)(5)(iii)(E)(1).

(c)            Incentive

Stock Options may be granted only to an Employee of the Company or a corporation that, on the Date of Grant, is a “parent corporation”

or “subsidiary corporation” of the Company, as those terms are defined in Code Sections 424(e) and 424(f), respectively.

(d)           Director

Awards. Each Non-Employee Director of the Company will be eligible to receive discretionary grants of Awards under the Plan. If the

Board or the compensation committee of the Board separately has adopted or in the future adopts a compensation policy covering some or

all Non-Employee Directors that provides for a predetermined formula grant that specifies the type of Award, the timing of the Date of

Grant and the number of Shares to be awarded under the terms of the Plan, that formula grant will be incorporated herein by reference

and will be administered as if provided under the terms of the Plan without any requirement that the Administrator separately take action

to determine the terms of those Awards.

6. Options

Each Option will be in such

form and will contain such terms and conditions as the Administrator deems appropriate. All Options will be separately designated Incentive

Stock Options or Nonqualified Stock Options at the time of grant, and, if certificates are issued, a separate certificate or certificates

will be issued for Shares purchased on exercise of each type of Option. Notwithstanding the foregoing, the Company will have no liability

to any Participant or any other Person if an Option designated as an Incentive Stock Option fails to qualify as an Incentive Stock Option

at any time, and in the event an Incentive Stock Option fails to meet the requirements to be an Incentive Stock Option, whether in whole

or in part, such Option or the necessary portion thereof shall instead be deemed to be a Nonqualified Stock Option. No dividends or dividend

equivalents will be paid on any Option. The provisions of separate Options need not be identical, but each Option will include (through

incorporation of provisions hereof by reference in the Option or otherwise) the substance of each of the following provisions:

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(a)           Term

and Expiration. The term during which an Option is exercisable will be the period determined by the Administrator as set forth in

the applicable Award Agreement, provided that no Option may be exercisable later than 10 years after the Date of Grant.

(b)           Exercise

Price. The Exercise Price for each Option will be equal to or greater than the Fair Market Value on the Date of Grant; provided that

an Option granted under an assumption or substitution for another stock option in a manner satisfying the provisions of Section 424(a) of

the Code, as if the Option was a statutory stock option, may be granted with an Exercise Price lower than the Fair Market Value on the

Date of Grant.

(c)           Term

and Exercise Price of Incentive Stock Options Granted to Ten Percent Stockholders. Notwithstanding the foregoing, no Incentive Stock

Option granted to an Employee who owns (or is deemed under Section 424(d) of the Code to own) more than 10% of the total combined

voting power of all classes of stock of the Company or of any “parent corporation” or “subsidiary corporation”

of the Company, as those terms are defined in Code Sections 424(e) and 424(f), respectively, may be exercisable later than five years

after the Date of Grant or have an exercise price that is less than 110% of the Fair Market Value on the Date of Grant.

(d)           Repricing

Prohibited. Except as otherwise provided in Section 14, without the prior approval of the Company’s stockholders:

(i) the Exercise Price of an Option may not be directly or indirectly reduced; (ii) no Option may be cancelled in exchange

for cash, an Option or Stock Appreciation Right with an Exercise Price or Grant Price that is less than the Exercise Price of the original

Option, any other Award or otherwise and (iii) the Company shall not purchase an Option for value from a Participant if the current

Fair Market Value of the Shares underlying the Option is lower than the Option’s Exercise Price.

(e)           Payment

of Exercise Price. The Exercise Price for Shares purchased under an Option will be paid in cash or by certified or bank check at the

time the Option is exercised, or, to the extent permitted by applicable laws and regulations, in the Administrator’s sole discretion

and on such terms as the Administrator approves: (i) by tendering previously-acquired Shares (either actually or by attestation),

duly endorsed for transfer to the Company, valued at their Fair Market Value on the date of delivery, other than any such Shares acquired

within six months prior to the exercise date; (ii) by a copy of instructions directing a broker to sell Shares for which the Option

is exercised and to remit to the Company the aggregate Exercise Price due for the number of Shares being purchased; (iii) by a “net

exercise” method whereby the Company withholds from the delivery of the Shares for which the Option was exercised that number of

Shares having a Fair Market Value equal to the aggregate Exercise Price for the Shares for which the Option was exercised, upon which

the Option will be surrendered and cancelled with respect to the total number of Shares for which the Option was exercised; or (iv) in

any other form of legal consideration that may be acceptable to the Administrator, including, without limitation, by withholding such

Exercise Price from other compensation payable to the Participant by the Company or with a full-recourse promissory note, subject to any

requirements of applicable law that the par value (if any) of Shares, if newly issued, be paid in cash or cash equivalents.

(f)            Terms

for Payment by Promissory Note.

(i)            The

interest rate payable under the terms of a promissory note will not be less than the minimum rate (if any) required to avoid the imputation

of additional interest under the Code. Subject to the foregoing, the Administrator (in its sole discretion) will specify the term, interest

rate, amortization requirements (if any) and other provisions of the note. Unless the Administrator determines otherwise, the holder will

be required to pledge to the Company Shares having an aggregate Fair Market Value equal to or greater than the principal amount of the

loan as security for payment of the unpaid balance of the loan, which pledge must be evidenced by a pledge agreement, the terms of which

the Administrator will determine, in its discretion; except that each loan must comply with all applicable laws, regulations and rules of

the Board of Governors of the Federal Reserve System and any other governmental agency having jurisdiction. Unless the Administrator determines

otherwise, the purchase price of Shares acquired under an Option that is paid by delivery (or attestation) to the Company of other shares

acquired, directly or indirectly, from the Company, will be paid only by Shares that satisfy any requirements necessary to avoid liability

award accounting treatment.

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(ii)           Notwithstanding

the foregoing, at any time that the Company is an “issuer” as defined in Section 2 of the Sarbanes-Oxley Act of 2002,

no Director or Officer (or equivalent thereof) of the Company or an Affiliate will be permitted to pay any part of the Exercise Price

with a promissory note or in any other form that could be deemed a prohibited personal loan under Section 13(k) of the Exchange

Act. Unless otherwise provided in the terms of an Award Agreement, payment of the Exercise Price by a Participant who is an Officer, a

Director or otherwise subject to Section 16 of the Exchange Act, by delivery or attestation to the Company of other Shares acquired,

directly or indirectly, from the Company is subject to pre-approval by the Administrator, in its sole discretion. The Administrator will

document any such pre-approval in a manner that complies with the specificity requirements of Rule 16b-3 under the Exchange Act.

(g)           Vesting.

The Option may, but need not, vest and thereby become exercisable in periodic installments that may, but need not, be equal. The Option

may be subject to such other terms and conditions on the time or times when it may be exercised (which may be based on performance or

other criteria) as the Administrator determines to be appropriate. The vesting provisions of individual Options may vary. The Administrator

may, but will not be required to, provide that no Option may be exercised for a fraction of a Share. The Administrator may, but will not

be required to, provide for an acceleration of vesting and exercisability in the terms of the Award Agreement for any Option upon the

occurrence of a specified event.

(h)           Incentive

Stock Option $100,000 Limitation. To the extent that the aggregate Fair Market Value of Common Stock on the Date of Grant with respect

to which Incentive Stock Options are exercisable for the first time by any Participant during any calendar year (under all plans of the

Company and any “parent corporation” or “subsidiary corporation” of the Company, as those terms are defined in

Code Section 424(e) and (f), respectively) exceeds $100,000, the Options or portions thereof which exceed that limit (according

to the order in which they were granted) will be treated as Nonqualified Stock Options.

(i)            Early

Exercise. The Option may, but need not, include a provision whereby the Participant may elect at any time before the Participant’s

Continuous Service terminates to exercise the Option as to any part or all of the Shares subject to the Option prior to the full vesting

of the Option. In that case, the Shares acquired on exercise will be subject to the vesting schedule that otherwise would apply to determine

the exercisability of the Option. Any unvested Shares so purchased may be subject to any other restriction the Administrator determines

to be appropriate.

(j)            Employee

Transfer, Approved Leave of Absence. For purposes of Incentive Stock Options, no termination of employment by an Employee will be

deemed to result from either (i) a transfer to the employment of the Company from a “parent corporation” or “subsidiary

corporation” of the Company, as those terms are defined in Code Section 424(e) and (f), respectively, from the Company

to a parent corporation or subsidiary corporation or from one parent or subsidiary corporation to another; or (ii) an approved leave

of absence for military service or sickness or for any other purpose approved by the Company, if the period of leave does not exceed three

months or, if longer, the Employee’s right to re-employment is guaranteed either by a statute or by contract.

11

(k)           Disqualifying

Dispositions. Each Participant awarded an Incentive Stock Option will be required to immediately notify the Company in writing as

to the occurrence of a disqualifying disposition of any Shares acquired by exercise of the Incentive Stock Option, and the price realized

on the disqualifying disposition of those shares. A “disqualifying disposition” is any disposition (including, without

limitation, any sale or transfer) before the later of (i) two years after the Date of Grant of the Incentive Stock Option or (ii) one

year after the issuance of the shares acquired by exercise of the Incentive Stock Option. The Company may, if determined by the Administrator

and in accordance with procedures established by the Administrator, retain possession of any Shares acquired by exercise of an Incentive

Stock Option as agent for the applicable Participant until the end of the period described in the preceding sentence.

7. Stock Appreciation Rights

A Stock Appreciation Right

may be granted either alone or in tandem with all or part of an Option. A Stock Appreciation Right granted in tandem with a Nonqualified

Stock Option may be granted at or after the time of grant of the related Option, but a Stock Appreciation Right granted in tandem with

an Incentive Stock Option may be granted only at the time of the grant of the related Option.

(a)           Grant

Requirements. A Stock Appreciation Right may be granted only if it does not provide for the deferral of compensation within the meaning

of Section 409A of the Code. A Stock Appreciation Right does not provide for a deferral of compensation if: (i) the Grant Price

may never be less than the Fair Market Value on the Date of Grant, (ii) the compensation payable under the Stock Appreciation Right

can never be greater than the difference between the Fair Market Value on the date of exercise and the Grant Price, (iii) the number

of Shares, as applicable, subject to the Stock Appreciation Right is fixed on the Date of Grant, and (iv) the Stock Appreciation

Right does not include any feature for the deferral of compensation other than the deferral of recognition of income until the exercise

of the right. No dividends or dividend equivalents may be paid on any outstanding Stock Appreciation Right.

(b)           Grant

Price. The Administrator will determine the Grant Price of a Stock Appreciation Right, which in the case of a Stock Appreciation

Right granted independent of any Option will not be less than the Fair Market Value on the Date of Grant. The Grant Price of a Stock

Appreciation Right granted in tandem with an Option will be the Exercise Price of the related Option. A Stock Appreciation Right granted

in tandem with an Option will be exercisable only to the same extent as the related Option, provided that by its terms, such Stock Appreciation

Right will be exercisable only when the Fair Market Value exceeds the Grant Price of the Stock Appreciation Right.

(c)           Repricing

Prohibited. Except as otherwise provided in Section 14, without the prior approval of the Company’s stockholders:

(i) the Grant Price of a Stock Appreciation Right may not be directly or indirectly reduced; (ii) a Stock Appreciation Right

may not be cancelled in exchange for cash, an Option or Stock Appreciation Right with an Exercise Price or Grant Price that is less than

the Grant Price of the original Stock Appreciation Right, any other Award or otherwise; and (iii) the Company may not purchase a

Stock Appreciation Right for value from a Participant if the current Fair Market Value is less than the Stock Appreciation Right’s

Grant Price.

(d)           Vesting.

The Stock Appreciation Right will be subject to a Restricted Period that specifies forfeiture in accordance with a vesting schedule to

be determined by the Administrator. The Administrator in its discretion may provide for an acceleration of vesting in the terms of any

Stock Appreciation Right upon a specified event, including, without limitation, a Change in Control.

(e)           Exercise

and Settlement. Upon delivery to the Administrator of a written request to exercise a Stock Appreciation Right, the holder will be

entitled to receive from the Company, an amount equal to the product of (i) the excess of the Fair Market Value on the date of exercise

over the Grant Price specified in the Award Agreement, multiplied by (ii) the number of Shares for which the Stock Appreciation

Right is being exercised. Settlement with respect to the exercise of a Stock Appreciation Right will be on the date of exercise and may

be made in the form of Shares valued at Fair Market Value on the date of exercise (with or without restrictions as to substantial risk

of forfeiture and transferability, as determined by the Administrator in its sole discretion), cash or a combination of Shares and cash,

as determined by the Administrator in its sole discretion.

12

(f)            Reduction

in the Underlying Option Shares. On the exercise of a Stock Appreciation Right granted in tandem with an Option, the number of Shares

for which the related Option is exercisable will be reduced by the number of such Shares for which the Stock Appreciation Right has been

exercised. The number of Shares for which a tandem Stock Appreciation Right is exercisable will be reduced on any exercise of any related

Option by the number of such Shares for which the Option has been exercised.

(g)           Written

Request. Unless otherwise determined by the Administrator in its sole discretion, Stock Appreciation Rights will be settled in Shares

as specified in the Award Agreement. If permitted in the Award Agreement, a Participant may request that any exercise of a Stock Appreciation

Right be settled for cash, but a Participant will not have any right to demand a cash settlement. A request for a cash settlement may

be made only by a written request filed with the Corporate Secretary of the Company during the period beginning on the third business

day following the date of release for publication by the Company of quarterly or annual summary statements of earnings and ending on

the twelfth business day following that date. Within 30 days of the receipt by the Company of a written request to receive cash in full

or partial settlement of a Stock Appreciation Right or to exercise the Stock Appreciation Right for cash, the Administrator will, in

its sole discretion, either consent to or disapprove, in whole or in part, the written request. A written request to receive cash in

full or partial settlement of a Stock Appreciation Right or to exercise a Stock Appreciation Right for cash may provide that, if the

Administrator disapproves the written request, the written request will be treated as an exercise of the Stock Appreciation Right for

Shares.

(h)           Disapproval

by Administrator. If the Administrator disapproves in whole or in part any request by a Participant to receive cash in full or partial

settlement of a Stock Appreciation Right or to exercise such Award for cash, the disapproval will not affect the Participant’s right

to exercise the Stock Appreciation Right at a later date, to the extent that it would be otherwise exercisable, or to request a cash form

of payment at a later date, in each case subject to the approval of the Administrator. Additionally, the disapproval will not affect the

Participant’s right to exercise any related Option.

8. Restricted Awards

A Restricted Award is an Award

of Restricted Stock or Restricted Stock Units, which provides that, except as otherwise provided in Section 16(d) with respect

to Permitted Transferees, the Restricted Award may not be sold, assigned, transferred or otherwise disposed of, pledged or otherwise encumbered

for the period (the “Restricted Period”) determined by the Administrator. Each Restricted Award will be in such form

and will contain such terms, conditions, and Restricted Periods as the Administrator determines to be appropriate, including the treatment

of dividends or dividend equivalents, as the case may be. The terms and conditions of the Restricted Award may change from time to time,

and the terms and conditions of separate Restricted Awards need not be identical, but each Restricted Award must include (through incorporation

of provisions hereof by reference in the Award Agreement or otherwise) the substance of each of the following provisions:

(a)           Payment

for Restricted Awards. The purchase price of Shares acquired under a Restricted Award, if any, will be determined by the Administrator

and may be stated as cash, property or services rendered or to be rendered to the Company or an Affiliate for its benefit. Shares acquired

in connection with a Restricted Award may be issued for such consideration, having a value not less than the par value thereof, as may

be determined by the Administrator. Required consideration for Shares acquired in connection with a Restricted Award may be paid: (i) in

cash at the time of purchase; or (ii) in any other form of legal consideration that may be acceptable to the Administrator in its

discretion including, without limitation, a recourse promissory note, property or services that the Administrator determines have a value

at least equal to the purchase price of the Restricted Award. Notwithstanding the foregoing, at any time that the Company is an “issuer”

as defined in Section 2 of the Sarbanes-Oxley Act of 2002, no Director or Officer (or equivalent thereof) of the Company or an Affiliate

will be permitted to pay any portion of the purchase price for Shares acquired under a Restricted Award with a promissory note or in

any other form that could be deemed a prohibited personal loan under Section 13(k) of the Exchange Act.

13

(b)           Vesting.

The Restricted Award, and any Shares acquired thereunder, may, but need not, be subject to a Restricted Period that specifies a repurchase

right in favor of the Company, or forfeiture where the consideration was in the form of services, in accordance with a vesting schedule

to be determined by the Administrator. The Administrator in its discretion may provide for an acceleration of vesting in the terms of

any Restricted Award, at any time, including upon a Change in Control. The Administrator in its discretion may grant a Restricted Award

that is, in whole or in part, vested upon grant and not subject to a Restricted Period.

(c)           Concurrent

Tax Payment. The Administrator may, in its sole discretion, provide for payment of a concurrent cash award in an amount equal to

all or part of the estimated after-tax amount required to satisfy applicable federal, state or local tax withholding obligations arising

from the receipt and deemed vesting of Restricted Stock for which an election under Code Section 83(b) may be required.

(d)           Lapse

of Restrictions. Subject to the Participant’s Continuous Service, upon the expiration or termination of the Restricted Period

and the satisfaction of any other conditions prescribed by the Administrator (including, without limitation, the Participant’s

satisfaction of applicable tax withholding obligations attributable to the Award), the restrictions applicable to the Restricted Award

will lapse and the number of Shares with respect to which the restrictions have lapsed will be issued (as evidenced by the appropriate

entry on the books of the Company or of a duly authorized transfer agent of the Company, or by delivery of a stock certificate), free

of any restrictions except those that may be imposed by law, the terms of the Plan or the terms of a Restricted Award, to the Participant

or the Participant’s beneficiary or estate, as the case may be, unless the Restricted Award is subject to a deferral condition

that complies with Section 409A of the Code and the regulations thereunder as may be allowed or required by the Administrator in

its sole discretion. The Company will not be required to deliver any fractional Share but may pay, in lieu thereof, the Fair Market Value

of the fractional share in cash to the Participant or the Participant’s beneficiary or estate, as the case may be. With respect

only to Restricted Stock Units, unless otherwise subject to a deferral condition that complies with Section 409A of the Code, the

Shares (or cash, as applicable) will be issued and the Participant will be entitled to the beneficial ownership rights thereof not later

than (i) the date that is 2 1⁄2 months after the end of the Participant’s taxable year (or the end of the

Company’s taxable year, if later) for which the Restricted Period ends and the Restricted Stock Unit is no longer subject to a

substantial risk of forfeiture, or (ii) such earlier date as may be necessary to avoid application of Section 409A of the Code

to the Award.

(e)           Stockholder

Rights. Unless otherwise provided by the Administrator in an Award Agreement, the holder of shares of Restricted Stock will be entitled

to vote such Shares. Dividends, if any, paid on shares of Restricted Stock will be held by the Company, without interest, until such time

as the restrictions lapse on the related shares of Restricted Stock. Dividends on shares of Restricted Stock that are forfeited will also

be forfeited to the Company.

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(f)            Dividends

on Restricted Stock Units. In the case of Restricted Stock Units, the Participant will not be entitled to receive dividends or dividend

equivalents unless the Award Agreement specifically provides therefor.

(g)           Delivery

of Restricted Stock. Shares of Restricted Stock will be delivered to the Participant on the Date of Grant either by book-entry registration

or by delivering to the Participant, or to a custodian or escrow agent (including, without limitation, the Company or one or more of

its Employees) designated by the Administrator, a stock certificate or certificates registered in the name of the Participant. If physical

certificates representing shares of the Restricted Stock are registered in the name of the Participant, such certificates must bear an

appropriate legend referring to the terms, conditions, and restrictions applicable to such Shares.

9. Performance Awards

The Administrator may designate

any Award as a Performance Award, which will vest only on the attainment of performance goals specified in the Award Agreement. Performance

Awards may be granted independent of or in connection with the granting of any other Award under the Plan. A Performance Award may be

granted under the Plan to any Participant, including a Participant who qualifies for awards under other performance-based plans of the

Company. The Administrator will determine in its sole discretion whether and to whom Performance Awards will be granted, the performance

goals for each Performance Award, the performance period, or periods for measuring performance, and all other limitations and conditions

applicable to Performance Awards. The Administrator, in its sole discretion, may rely on the performance goals and other standards applicable

to other performance plans of the Company in setting the standards for Performance Awards under the Plan.

(a)           Performance

Goals.

(i)            A

performance goal will be based on a pre-established formula or standard that specifies the manner of determining the number of Shares

under the Performance Award that will be issued or will vest if the performance goal is attained. Performance goals may be based on one

or more business criteria, which may be applied to a Participant, a business unit or the Company and its Affiliates, including without

limitation one or any combination of the following: (1) revenues; (2) earnings before all or any of interest expense, taxes,

depreciation and/or amortization (“EBIT,” “EVITA,” or “EBITDA”); (3) funds from operations; (4) funds

from operations per share; (5) operating income; (6) operating income per share; (7) pre-tax or after-tax income; (8) net

cash provided by operating activities; (9) cash available for distribution; (10) cash available for distribution per share;

(11) working capital and components thereof; (12) sales (net or gross) measured by product line, territory, customer or customers or other

category; (13) return on equity or average stockholders’ equity; (14) return on assets; (15) return on capital; (16) enterprise

value or economic value added; (17) share price performance; (18) improvements in the Company’s attainment of expense levels; (19)

implementation or completion of critical projects; (20) improvement in cash-flow (before or after tax); (21) net earnings; (22) earnings

per share; (23) earnings from continuing operations; (24) net worth; (25) credit rating; (26) levels of expense, cost or liability by

category, operating unit or any other delineation; (27) any increase or decrease of one or more of the foregoing over a specified period;

or (28) the occurrence of a Change in Control.

(ii)           A

performance goal may be measured over a performance period on a periodic, annual, cumulative, or average basis and may be established

on a corporate-wide basis or with respect to one or more operating units, divisions, subsidiaries, acquired businesses, minority investments,

facilities, partnerships or joint ventures. More than one performance goal may be incorporated in a performance objective, in which case

achievement with respect to each performance goal may be assessed individually or in combination with each other. The Administrator may,

in connection with the establishment of performance goals for a performance period, establish a matrix setting forth the relationship

between performance on two or more performance goals and the amount of the Performance Award payable for that performance period. The

level or levels of performance specified with respect to a performance goal may be established in absolute terms, as objectives relative

to performance in prior periods, as an objective compared to the performance of one or more comparable companies or an index covering

multiple companies on a per share basis, against the performance of the Company as a whole or against particular entities, segments, operating

units or products of the Company, on a pre-tax or after-tax basis, in tandem with any other performance goal, or otherwise as the Administrator

may determine. The Administrator may, in connection with the establishment of performance goals for a performance period, specify one

or more adjustments to any of the business criteria specified in Section 9(a)(i).

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(iii)          Performance

goals may be objective or subjective and may differ for Performance Awards granted to any one Participant or to different Participants.

A Performance Award may provide, as determined by the Administrator, that if the Participant’s Continuous Service ceases before

the end of the performance period for any reason, the Performance Award will be payable only if the applicable performance objectives

are achieved and to the extent, if any, determined by the Administrator. Performance goals may be based on increases in a specific business

criterion, on maintaining the status quo or on limiting economic losses.

(iv)          The

Administrator may provide in any Performance Award that any evaluation of performance may include or exclude the effect, if any, on reported

financial results of objectively determinable events that occur during a performance period, including, without limitation: (1) asset

write-downs; (2) litigation or claim judgments or settlements; (3) changes in tax laws, accounting principles or other laws

or provisions; (4) reorganization or restructuring programs, including share repurchasing programs; (5) acquisitions or divestitures;

(6) foreign currency exchange translations gains and losses; (7) any loss from a discontinued operation as described in the

Accounting Standards Codification Topic 360; (8) goodwill impairment charges; (9) revenue or earnings attributable to minority

ownership in another entity; (10) any amounts accrued by the Company or an Affiliate pursuant to management bonus plans or cash profit

sharing plans and related employer payroll taxes for the fiscal year; (11) any discretionary or matching contributions made to a savings

and deferred profit-sharing or deferred compensation plan for the fiscal year; (12) interest, expenses, taxes, depreciation and depletion,

or amortization and accretion charges; or (13) gains and losses that are treated as extraordinary items under Accounting Standards Codification

Topic 225.

(b)           Satisfaction

of Performance Goals. A Participant will be entitled to receive Shares (as evidenced either by a stock certificate or by the appropriate

entry on the books of the Company or of a duly authorized transfer agent of the Company) under a Performance Award only upon satisfaction

of all conditions specified in the Award Agreement for the Performance Award, including, without limitation, the Participant’s satisfaction

of applicable tax withholding obligations attributable to the Performance Award. With respect only to a Performance Stock Unit Award,

Shares, or cash, as applicable, will be issued and delivered and the Participant will be entitled to the beneficial ownership rights thereof

not later than (i) the date that is 2 1⁄2 months after the end of the Participant’s taxable year (or the end

of the Company’s taxable year, if later) for which the Performance Stock Unit Award is no longer subject to a substantial risk of

forfeiture, and (ii) such earlier date as may be necessary to avoid application of Section 409A of the Code to the Performance

Stock Unit Award.

(c)           Acceleration,

Waiver, Etc. At any time before the Participant’s termination of Continuous Service, the Administrator may in its sole discretion

and subject to Section 15, amend any or all of the goals, restrictions or conditions imposed under any Performance Award.

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10. Other Stock-Based Awards

The Administrator may, either

alone or in connection with the grant of other Awards, grant other stock-based Awards not otherwise described in the Plan that are payable

in, valued in whole or in part by reference to, or are otherwise based on Shares, including, without limitation, dividend equivalent rights,

as deemed by the Administrator consistent with the purpose of the Plan. The Administrator will determine the terms and conditions of any

such Award.

11. Treatment of Awards on Termination of Continuous Service

(a)            Unvested

Awards Generally. Unless otherwise provided in an Award Agreement or Service Agreement, if a Participant’s Continuous Service

terminates for any reason, the Participant will forfeit the unvested portion of any Award acquired in consideration of services, all unvested

Shares held by the Participant as of the date of termination under the terms of any Award will be forfeited or, if applicable, may be

repurchased by the Company at the lesser of the purchase price paid by the Participant or the current Fair Market Value, and the Participant

will have no rights with respect to any Award or Shares so forfeited or repurchased.

(b)           Options

and Stock Appreciation Rights.

(i)            Other

than for Cause, death, or Disability. Unless otherwise provided in an Award Agreement or Service Agreement, if a Participant’s

Continuous Service is terminated for any reason other than due to the Participant’s death or Disability or by the Company for Cause,

the Participant may exercise his or her Option or Stock Appreciation Right (to the extent vested and exercisable as of the date of termination)

during the period ending on the earlier of (1) the date that is three months after the termination of the Participant’s Continuous

Service or (2) the expiration of the original term of the Award as set forth in the Award Agreement. Any unexercised Option or Stock

Appreciation Right held by the Participant will automatically terminate at the close of business on the last day of such period and will

thereafter not be exercisable.

(ii)           For

Cause. If the Participant’s Continuous Service is terminated by the Company or an Affiliate for Cause, all outstanding Options

and Stock Appreciation Rights (whether or not vested) will be forfeited and expire as of the beginning of business on the date of termination.

(iii)          Participant

Death or Disability. Unless otherwise provided in an Award Agreement or Service Agreement, if a Participant’s Continuous Service

is terminated as a result of the Participant’s death or Disability, the Participant’s Option or Stock Appreciation Right

may be exercised (to the extent the Award was vested and exercisable as of the date of termination) by the Participant or the Participant’s

estate, designated beneficiary or such other Person who acquired the right to exercise the Award by bequest or inheritance, but only

during the period ending on the earlier of (1) the date that is 12 months following the date of termination or (2) the expiration

of the original term of the Option or Stock Appreciation Right as set forth in the Award Agreement. Any unexercised Option or Stock Appreciation

Right held by the Participant or such other Person will terminate at the end of such period.

(iv)          Extension

of Option or Stock Appreciation Right Termination Date. An Award Agreement may provide that if the exercise of an Option or Stock

Appreciation Right following the termination of the Participant’s Continuous Service for any reason (other than on the Participant’s

death or Disability or termination by the Company for Cause) would violate any applicable federal, state or local law, the Award will

terminate only on the earlier of (1) the expiration of the original term of the Award or (2) the date that is 30 days after

the exercise of the Award would no longer violate any applicable federal, state or local law.

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12. Covenants of the Company

(a)           Availability

of Shares. During the terms of the Awards, the Company will keep available at all times the number of Shares required to satisfy

the Awards.

(b)           Securities

Law Compliance. Each Award Agreement will provide that no Shares may be purchased or sold thereunder unless and until any then applicable

requirements of state, federal or applicable foreign laws and regulatory agencies have been fully complied with to the satisfaction of

the Company and its counsel. The Company will use reasonable efforts to seek to obtain from each regulatory commission or agency having

jurisdiction over the Plan such authority as may be required to grant Awards and to issue and sell Shares upon exercise of Awards; however,

this undertaking will not require the Company to register under the Securities Act the Plan, any Award or any Common Stock issued or

issuable pursuant to any Award. If, after reasonable efforts, the Company is unable to obtain from any such regulatory commission or

agency the authority that counsel for the Company determines to be necessary for the lawful issuance and sale of Common Stock under the

Plan, the Company will be relieved from any liability for failure to issue and sell Shares on exercise of any Awards unless and until

that authority is obtained.

13. Company Use of Proceeds from Awards

Proceeds from the sale of

Shares under the Plan will be general funds of the Company.

14. Adjustments for Changes in Stock

(a)           Capitalization

Adjustments. If any change is made in the Common Stock without the receipt of consideration by the Company (through merger, consolidation,

reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating dividend,

combination of Shares, exchange of Shares, change in corporate structure or other transaction not involving the receipt of consideration

by the Company), then (i) the aggregate number of Shares or the class of securities that may be purchased pursuant to Awards granted

hereunder; (ii) the aggregate number of Shares or the class of securities that may be purchased pursuant to Incentive Stock Options

granted hereunder; (iii) the number or class of securities covered by outstanding Awards; (iv) the maximum number of Shares

with respect to which Options, Stock Appreciation Rights and Performance Awards may be granted to any single Employee during any calendar

year and (v) the Exercise Price of any Option and the Grant Price of any Stock Appreciation Right in effect before the change shall

be proportionately adjusted by the Administrator to reflect any increase or decrease in the number of issued Shares or change in the

Fair Market Value resulting from the transaction; provided that any fractional Shares resulting from the adjustment will be aggregated

until, and eliminated at, the time of exercise or settlement by rounding down. The Administrator shall make these adjustments in a manner

that will provide an appropriate adjustment that neither increases nor decreases the value of the Award as in effect immediately before

the corporate change, and its determination will be final, binding, and conclusive. The conversion of any securities of the Company that

are by their terms convertible will not be treated as a transaction “without receipt of consideration” by the Company.

(b)           Dissolution

or Liquidation. In the event of a dissolution or liquidation of the Company, then, subject to Section 14(c), all outstanding

Awards will terminate immediately before the dissolution or liquidation.

18

(c)           Change

in Control – Asset Sale, Merger, Consolidation or Reverse Merger. Unless otherwise provided in an Award Agreement or Service

Agreement and to the extent permitted by applicable law, in the event of a Change in Control, a dissolution or liquidation of the Company,

an exchange of securities or any corporate separation or division, including, but not limited to, a split-up, a split-off or a spin-off

or a sale, in one or a series of related transactions, of all or substantially all of the assets of the Company; a merger or consolidation

in which the Company is not the Surviving Entity; or a reverse merger in which the Company is the Surviving Entity, but the Shares outstanding

immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or

otherwise, then the Company, to the extent permitted by applicable law, but otherwise in the sole discretion of the Administrator may

provide for: (i) the continuation of outstanding Awards by the Company (if the Company is the Surviving Entity); (ii) the assumption

of the Plan and the outstanding Awards by the Surviving Entity or its parent; (iii) the substitution by the Surviving Entity or

its parent of awards with substantially the same terms (including an award to acquire the same consideration paid to the stockholders

in the transaction described in this Section 14(c)) for the outstanding Awards and, if appropriate, subject to the equitable

adjustment provisions of Section 14(a); (iv) the cancellation of the outstanding Awards in consideration for a payment

(in the form of securities, cash or such other consideration and under the same terms and conditions as is paid to the stockholders of

the Company in the transaction) equal in value to the Fair Market Value of the Shares underlying each vested Award, or in the case of

an outstanding Option or Stock Appreciation Right, the difference between the Fair Market Value and the Exercise Price or Grant Price

for all Shares subject to exercise (i.e., to the extent vested) under the Option or Stock Appreciation Right (subject in each case to

withholding as required by applicable law); or (v) the cancellation of the outstanding Awards without payment of any consideration.

If Awards would be canceled without consideration for vested Options or Stock Appreciation Rights, the Participant will be given the

right to exercise the Option or Stock Appreciation Right prior to the merger or consolidation in whole or in part without regard to any

installment exercise provisions in the applicable Award Agreement.

15. Amendment of the Plan and Awards

(a)           Plan

Amendment. The Board or an authorized committee of the Board at any time may amend or terminate the Plan. However, except as provided

in Section 14(a) relating to adjustments upon changes in the Common Stock, no amendment will be effective unless approved

by the stockholders of the Company to the extent stockholder approval is necessary to satisfy any applicable law or any securities exchange

listing requirements. At the time of any amendment, the Board or its authorized committee shall determine, upon advice from counsel,

whether the amendment will be contingent on stockholder approval.

(b)           Contemplated

Amendments. It is expressly contemplated that the Board or an authorized committee of the Board may amend the Plan in any respect

the Board or its authorized committee determines necessary or advisable to provide eligible Employees with the maximum benefits provided

or to be provided under the provisions of the Code and the regulations issued thereunder relating to Incentive Stock Options or to the

nonqualified deferred compensation provisions of Section 409A of the Code and to bring the Plan and Awards granted hereunder into

compliance therewith. Notwithstanding the foregoing, neither the Board nor the Company nor any Affiliate will have any liability to any

Participant or any other Person as to (a) any tax consequences expected, but not realized, by a Participant or any other Person due

to the receipt, exercise or settlement of any Award granted hereunder; or (b) the failure of any Award to comply with Section 409A

of the Code.

(c)           Amendment

of Awards. Subject to Sections 15(d) and 15(e), the Administrator at any time may amend the terms of any one or

more Awards. Except as otherwise permitted under Section 14, unless stockholder approval is obtained: (i) no amendment

or modification may reduce the Exercise Price of any Option or the Grant Price of any Stock Appreciation Right; (ii) the Administrator

may not cancel any outstanding Option or Stock Appreciation Right and replace it with a new Option or Stock Appreciation Right, another

Award or cash, if doing so would be considered a “repricing” for purposes of the stockholder approval rules of the applicable

securities exchange or interdealer quotation system on which the Common Stock is listed or quoted; and (iii) the Administrator may

not take any other action that is considered a repricing for purposes of the stockholder approval rules of the applicable securities

exchange or interdealer quotation system on which the Common Stock is listed or quoted.

19

(d)           No

Impairment of Rights. No amendment of the Plan or an Award may impair rights or increase a Participant’s obligations under any

Award granted before the amendment unless (i) the Company requests the consent of the Participant and (ii) the Participant consents

in writing. For the avoidance of doubt, a cancellation of an Award where the Participant receives a payment equal in value to the Fair

Market Value of the vested Award or, in the case of a vested Option or Stock Appreciation Right, the difference between the Fair Market

Value of the Shares subject to the Award and the Exercise Price or Grant Price, is not an impairment of the Participant’s rights

or increase in the Participant’s obligations that requires consent of the Participant.

(e)           Acceleration

of Exercisability and Vesting. The Administrator has the power to accelerate at any time the time at which an Award may first be exercised

or the time at which an Award or any part thereof will vest and restrictions thereon will lapse in accordance with the Plan, notwithstanding

the provisions in the Award stating the time at which it may first be exercised or the time during which it will vest.

16. General Provisions

(a)           Stockholder

Rights. Except as provided in Section 14(a) or as otherwise provided in an Award Agreement, no Participant will be

considered the holder of, or to have any of the rights of a holder with respect to, any Shares subject to an Award unless and until the

Participant has satisfied all requirements for exercise, payment or delivery of the Award, as applicable, pursuant to its terms, and no

adjustment will be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions of other

rights for which the record date is prior to the date of issue of the Shares (as evidenced by the appropriate entry on the books of the

Company or of a duly authorized transfer agent of the Company).

(b)           Participation

not a Guarantee of Service Right. Nothing in the Plan or any instrument executed or Award granted pursuant thereto will confer on

any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at the time the Award was granted

or will affect the right of the Company or an Affiliate to terminate (i) the employment of an Employee with or without notice and

with or without Cause; (ii) the service of a Consultant pursuant to the terms of the Consultant’s agreement with the Company

or an Affiliate; or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisions

of the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be.

(c)            Effect

of Plan. Neither the adoption of the Plan nor any action of the Board or the Administrator may be deemed to give any Employee, Director

or Consultant any right to be granted an Award or any other rights, except as may be evidenced by an Award Agreement or a Service Agreement,

or any amendment thereto, duly authorized by the Administrator and executed on behalf of the Company, and then only to the extent and

on the terms and conditions expressly set forth in such Award Agreement or Service Agreement. The existence of the Plan and the Awards

granted hereunder does not affect in any way the right of the Board or the stockholders of the Company to make or authorize any adjustment,

recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger or consolidation

of the Company, any issue of bonds, debentures, or shares of preferred stock ahead of or affecting the Common Stock or the rights thereof,

the dissolution or liquidation of the Company or any sale or transfer of all or any part of its assets or business, or any other corporate

act or proceeding.

20

(d)           Limits

on Transfer.

(i)            Each

Award will be exercisable during the Participant’s lifetime only by the Participant, or, if permissible under applicable law, by

the Participant’s legal guardian or representative. No Award may be assigned, alienated, pledged, attached, sold or otherwise transferred

or encumbered by a Participant other than by will or by the laws of descent and distribution and any such purported assignment, alienation,

pledge, attachment, sale, transfer or encumbrance will be void and unenforceable against the Company or any Affiliate; provided that the

designation of a beneficiary will not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.

(ii)           Notwithstanding

the foregoing, the Administrator may, in its sole discretion, permit a Participant to transfer an Award (other than an Incentive Stock

Option) by gift or domestic relations order, without consideration, to a Permitted Transferee, subject to such rules as the Administrator

may adopt consistent with any applicable Award Agreement to preserve the purposes of the Plan, on condition that the Participant first

gives the Administrator advance written notice describing the terms and conditions of the proposed transfer and the Administrator notifies

the Participant in writing that the transfer would comply with the requirements of the Plan. If the Award Agreement does not provide for

transferability, then the Award will be transferable and exercisable only as provided in the preceding Section 16(d)(i).

(iii)           The

terms of an Award transferred in accordance with Section 16(d)(ii) will apply to the Permitted Transferee, and any reference

to a Participant in the Plan or in the Award Agreement will refer to the Permitted Transferee, except that (1) the Permitted Transferee

will not be entitled to transfer the Award other than by will or the laws of descent and distribution; (2) the Permitted Transferee

is not entitled to exercise a transferred Option unless there is in effect a registration statement on an appropriate form covering the

Shares to be acquired by the exercise of the Option if the Administrator determines, consistent with the Award Agreement, that a registration

statement is necessary or appropriate; (3) neither the Administrator nor the Company is required to provide any notice to a Permitted

Transferee, whether or not notice is or would otherwise have been required to be given to the Participant; and (4) the consequences

of the termination of the Participant’s Continuous Service under the Plan and the Award Agreement will continue to be applied with

respect to the Participant, including, without limitation, that an Option will be exercisable by the Permitted Transferee only to the

extent, and for such period, specified in the Plan and the Award Agreement.

(e)           Investment

Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any Award, (i) to

give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business matters

or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and experienced in financial and business

matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the merits and risks of exercising

the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Shares subject

to the Award for the Participant’s own account and not with any present intention of selling or otherwise distributing the Shares.

The foregoing requirements, and any assurances given pursuant to those requirements, will be inoperative if (x) the issuance of the

Shares on the exercise, grant or vesting of the Award has been registered under a then currently effective registration statement under

the Securities Act; or (y) as to any particular requirement, a determination is made by counsel for the Company that that requirement

need not be met in the circumstances under the then applicable securities laws. The Company may, on advice of Company counsel, place legends

on stock certificates issued under the Plan as such counsel considers necessary or appropriate in order to comply with applicable securities

laws, including, but not limited to, legends restricting the transfer of the Shares.

21

(f)            Withholding

Obligations. To the extent provided by the terms of an Award Agreement and subject to the discretion of the Administrator, the Participant

may satisfy any federal, state or local tax withholding obligation relating to the exercise or acquisition of Shares under an Award by

any one or combination of the following means (in addition to the Company’s right to withhold from any compensation otherwise payable

to the Participant by the Company): (i) cash payment; (ii) authorizing the Company to withhold a number of Shares from the Shares

otherwise issuable to the Participant as a result of the exercise or acquisition of Shares under the Award, the Fair Market Value of which

does not exceed either the maximum statutory tax rates in the Participant’s applicable jurisdictions or the amount of tax required

to be withheld by law, and in which case the Award will be surrendered and cancelled with respect to the number of Shares retained by

the Company (provided that to the extent such direction would result in the Company withholding fractional Shares, the number of Shares

to be withheld will be rounded down to the nearest whole and the Participant must pay the remainder of the withholding obligation in cash

or by certified or bank check); (iii) delivering to the Company previously owned and unencumbered Shares, other than Shares the Participant

received six months prior to the applicable exercise or acquisition date, or (iv) by execution of a recourse promissory note by a

Participant. Notwithstanding the foregoing, at any time that the Company is an “issuer” as defined in Section 2 of the

Sarbanes-Oxley Act of 2002, no Director or executive officer (or equivalent thereof) of the Company or an Affiliate will be permitted

to pay any portion of the tax withholding with respect to any Award with a promissory note or in any other form that could be deemed a

prohibited personal loan under Section 13(k) of the Exchange Act. Unless otherwise provided in the terms of an Award Agreement,

payment of the tax withholding by a Participant who is an Officer or Director or is otherwise subject to Section 16 of the Exchange

Act by delivering previously owned and unencumbered Shares or in the form of share withholding is subject to pre-approval by the Administrator,

in its sole discretion. The Administrator shall document any pre-approval in the case of a Participant who is an Officer or Director in

a manner that complies with the specificity requirements of Rule 16b-3 under the Exchange Act, including the name of the Participant

involved in the transaction, the nature of the transaction, the number of shares to be acquired or disposed of by the Participant and

the material terms of the Award involved in the transaction.

(g)           Other

Compensation Arrangements. Nothing contained in the Plan will prevent the Board, including any authorized committee of the Board,

from adopting other or additional compensation arrangements, subject to stockholder approval if stockholder approval is required; and

those arrangements may be either generally applicable or applicable only in specific cases.

(h)           Recapitalizations.

Each Award Agreement will contain provisions required to reflect the provisions of Section 14(a).

(i)            Delivery.

Upon exercise of a right granted under an Award under the Plan, the Company will issue Shares or pay any amounts due within a reasonable

period thereafter. Subject to any statutory or regulatory obligations the Company may otherwise have, for purposes of the Plan, 30 days

will be considered a reasonable period.

(j)            Government

and Other Regulations.

(i)            The

Company’s obligation to settle Awards in Shares or other consideration is subject to all applicable laws, rules, and regulations,

and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any Award to the contrary,

the Company will be under no obligation to offer to sell or to sell, and is prohibited from offering to sell or selling, any Shares under

an Award unless the Shares have been properly registered for sale under the Securities Act or unless the Company has received an opinion

of counsel, satisfactory to the Company, that such Shares may be offered or sold without registration pursuant to an available exemption

therefrom and the terms and conditions of that exemption and of all applicable state securities laws have been fully complied with. The

Company will be under no obligation to register for sale under the Securities Act any of the Shares to be offered or sold under the Plan.

The Administrator is authorized to provide that all certificates or book entries for Common Stock or other securities of the Company or

any Affiliate delivered under the Plan will be subject to such stop transfer orders and other restrictions as the Administrator may consider

advisable under the Plan, the applicable Award Agreement, the state or federal securities laws, or the rules, regulations and other requirements

of the Securities and Exchange Commission, any securities exchange or interdealer quotation system on which the Common Stock or other

security is then listed or quoted and any other applicable federal, state, local or non-U.S. laws. Notwithstanding any provision in the

Plan to the contrary, the Administrator reserves the right to add any additional terms or provisions to any Award granted under the Plan

that it in its sole discretion considers necessary or advisable in order that the Award complies with the legal requirements of any governmental

entity to whose jurisdiction the Award is subject.

22

(ii)            The

Administrator may cancel an Award or any portion thereof if it determines, in its sole discretion, that legal or contractual restrictions,

blockage or other market considerations would make the Company’s acquisition of Shares from the public markets, the Company’s

issuance of Shares to the Participant, the Participant’s acquisition of Shares from the Company or the Participant’s sale

of Shares to the public markets, illegal, impracticable or inadvisable. If the Administrator determines to cancel all or any portion of

an Award in accordance with the foregoing, the Company will pay to the Participant an amount equal to the excess of (1) the aggregate

Fair Market Value of the Shares subject to the Award or portion thereof canceled (determined as of the applicable exercise date, or the

date that the Shares would have been vested or delivered, as applicable), over (2) the aggregate Exercise Price or Grant Price (in

the case of an Option or Stock Appreciation Right, respectively) or any amount payable as a condition of delivery of Shares (in the case

of any other Award). The amount payable will be delivered to the Participant as soon as practicable following the cancellation of the

Award or portion thereof.

(k)           Clawback

or Recoupment. Notwithstanding any provision in this Plan or any Award Agreement or Service Agreement to the contrary, Awards granted

hereunder will be subject, to the extent applicable, (i) to any clawback policy adopted by the Company, and (ii) to the Dodd-Frank

Wall Street Reform and Consumer Protection Act and the Sarbanes–Oxley Act of 2002, each as amended, and rules, regulations and binding,

published guidance thereunder. If the Company would not be eligible for continued listing, if applicable, under Section 10D(a) of

the Exchange Act unless it adopted policies consistent with Section 10D(b) of the Exchange Act, then, in accordance with those

policies that are so required, any incentive-based compensation payable to a Participant under this Plan will be subject to clawback in

the circumstances, to the extent, and in the manner, required by Section 10D(b)(2) of the Exchange Act, as interpreted by rules of

the Securities Exchange Commission. By accepting an Award under this Plan, the Participant consents to any clawback or recoupment described

under this Section (k).

(l)            Reliance

on Reports. Each member of the Administrator and each member of the Board will be fully justified in acting or failing to act, as

the case may be, and will not be liable for having so acted or failed to act in good faith, in reliance on any report made by the independent

public accountant of the Company and its Affiliates or any other information furnished in connection with the Plan by any agent of the

Company or the Administrator or the Board, other than himself or herself.

23

(m)          Foreign

Participants. Without amending the Plan, the Administrator may grant Awards to eligible individuals who are foreign nationals on

such terms and conditions different from those specified in the Plan as may, in the judgment of the Administrator, be necessary or desirable

to foster and promote achievement of the purposes of the Plan and, in furtherance of such purposes, the Administrator may make such modifications,

amendments, procedures, sub-plans and the like as may be necessary or advisable to comply with the provisions of laws and regulations

in other countries or jurisdictions in which the Company or its Affiliates operate.

(n)           Other

Provisions. The Award Agreements authorized under the Plan may contain such other provisions not inconsistent with the Plan, including,

without limitation, restrictions upon the exercise of the Awards, as the Administrator may consider advisable.

(o)           Cancellation

and Rescission of Awards for Detrimental Activity.

(i)            On

exercise, payment or delivery under an Award, the Administrator may require a Participant to certify in a manner acceptable to the Company

that the Participant has not engaged in any Detrimental Activity.

(ii)           Unless

the Award Agreement specifies otherwise, the Administrator may cancel, rescind, suspend, withhold, or otherwise limit or restrict any

unexpired, unpaid, or deferred Awards at any time if the Participant engages in any Detrimental Activity.

(iii)          If

a Participant engages in Detrimental Activity after any exercise, payment, or delivery under an Award, during any period for which any

restrictive covenant prohibiting such activity is applicable to the Participant, that exercise, payment, or delivery may be rescinded

within one year thereafter. In the event of any such rescission, the Participant will be required to pay to the Company the amount of

any gain realized or payment received as a result of the exercise, payment or delivery, in such manner and on such terms and conditions

as may be required by the Company. The Company will be entitled to set-off against the amount of that gain any amount owed to the Participant

by the Company.

(p)           Unfunded

Plan. The Plan is intended to constitute an “unfunded” plan for incentive compensation. With respect to any payments

not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award Agreement gives any such Participant any

rights that are greater than those of a general creditor of the Company.

17. Effective Date and Term of Plan

(a)           Effective

Date. The Plan is effective as of the Effective Date, but no Option or Stock Appreciation Right may be exercised, and no other Award

may be granted, unless and until the Plan has been approved by the stockholders of the Company.

(b)           Stockholder

Approval. The Plan will become effective only if, within 12 months from the date of the Plan’s adoption by the Board or an

authorized committee of the Board, it is approved by the affirmative vote of the Company’s stockholders in accordance with the

applicable provisions of the Certificate of Incorporation and Bylaws of the Company and applicable state law. The Board may, in its sole

discretion, submit any amendment to the Plan for stockholder approval.

24

(c)           Plan

Termination or Suspension. Unless otherwise terminated as provided herein, the Plan will continue in effect until, and automatically

terminate on, the day before the 10th anniversary of the Effective Date or, if the stockholders approve an amendment to the Plan that

increases the Share reserve under the Plan, the day before the 10th anniversary of the date of such stockholder approval. No Award may

be granted under the Plan after that date, but Awards theretofore granted may extend beyond that date and will continue to be governed

by the terms and conditions of the Plan. The Board or its authorized committee may suspend or terminate the Plan at any earlier date under

Section 15(a). No Awards may be granted under the Plan while the Plan is suspended or after it is terminated.

18. Governing Law

The laws of the State of Delaware

will govern all questions concerning the construction, validity, and interpretation of the Plan, without regard to that state’s

conflict of law rules.

19. Limitation on Liability

The Company and any Affiliate

that is in existence or that hereafter comes into existence will have no liability to any Participant or to any other Person as to (a) the

non-issuance or sale of Shares due to the Company’s inability to obtain from any regulatory body having jurisdiction the authority

considered by Company counsel necessary for the lawful issuance and sale of any Shares hereunder; (b) any tax consequences expected,

but not realized, by a Participant or any other Person due to the receipt, exercise or settlement of any Award granted hereunder or (c) the

failure of any Award that is determined to be “nonqualified deferred compensation” to comply with Section 409A of the

Code and the regulations thereunder.

25

IN WITNESS WHEREOF, upon authorization

of the Board, the undersigned has executed the Suncrete, Inc. 2026 Omnibus Incentive Plan, effective as of the Effective Date.

SUNCRETE, INC.

Date: April 8, 2026

By:

/s/ Christopher Bradley

Name:

Christopher Bradley

26

EX-10.10 — EXHIBIT 10.10

EX-10.10

Filename: tm2611641d1_ex10-10.htm · Sequence: 11

Exhibit 10.10

SUNCRETE, INC.

EMPLOYEE STOCK PURCHASE PLAN

1.            Purpose.

This Suncrete, Inc. Employee Stock Purchase Plan (the “Plan”) is intended to provide Eligible Employees of the

Company and its Participating Subsidiaries with an opportunity to acquire a proprietary interest in the Company through the purchase of

shares of Common Stock (defined below). The Company intends that the Plan qualify as an “employee stock purchase plan” under

Section 423 of the Code (defined below) and the Plan shall be interpreted in a manner that is consistent with that intent.

2.            Definitions.

“Board or

Board of Directors” means the Board of Directors of the Company, as constituted from time to time.

“Claim”

means any claim, liability, or obligation of any nature, arising out of or relating to this Plan or an alleged breach of this Plan or

any Option granted hereunder.

“Code”

means the U.S. Internal Revenue Code of 1986, as it may be amended from time to time. Any reference to a section of the Code shall be

deemed to include a reference to any regulations or other authoritative guidance promulgated thereunder.

“Committee”

means the committee appointed by the Board to administer the Plan.

“Common

Stock” means the Class A common stock of the Company, par value $0.0001 per share.

“Company”

means Suncrete, Inc., a Delaware corporation, including any successor thereto.

“Compensation”

means base salary, wages, annual bonuses and commissions paid to an Eligible Employee by the Company or a Participating Subsidiary as

compensation for services to the Company or Participating Subsidiary, before deduction for any salary deferral contributions made by the

Eligible Employee to any tax-qualified or nonqualified deferred compensation plan, and excluding expense reimbursements, imputed income

arising under any group insurance or benefit program, and income received in connection with stock options or other equity-based awards.

“Corporate

Transaction” means a merger, consolidation, acquisition of property or stock, separation, reorganization, or other corporate

event described in Section 424 of the Code.

“Designated

Broker” means the financial services firm or other agent designated by the Company to maintain ESPP Share Accounts on behalf

of Participants who have purchased shares of Common Stock under the Plan.

“Disqualifying Disposition”

shall have the meaning set forth in Section 9.3.

“Effective

Date” means the date as of which this Plan is adopted by the Board, subject to the Plan obtaining shareholder approval in accordance

with Section 19.11 hereof.

“Employee”

means any person who renders services to the Company or a Participating Subsidiary as an employee pursuant to an employment relationship

with such employer. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is

on military leave, sick leave or other leave of absence approved by the Company or a Participating Subsidiary that meets the requirements

of Treasury Regulation Section 1.421-1(h)(2). Where the period of leave exceeds three (3) months, or such other period of time

specified in Treasury Regulation Section 1.421-1(h)(2), and the individual’s right to re-employment is not guaranteed by statute

or contract, the employment relationship shall be deemed to have terminated on the first day immediately following such three (3) month

period, or such other period specified in Treasury Regulation Section 1.421-1(h)(2).

“Eligible

Employee” means an Employee who is employed by the Company or a Participating Subsidiary, including, for the avoidance of doubt,

an Employee who is an officer of the Company or a Participating Subsidiary, other than an Employee who: (i) immediately after an

Option is granted, owns stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock

of the Company or a Subsidiary, computed in accordance with Section 423(b)(3) of the Code, or (ii) is an Ineligible Foreign

Employee.

“Enrollment

Form” means an agreement pursuant to which an Eligible Employee may elect to enroll in the Plan, to authorize a new level of

payroll deductions, or to stop payroll deductions and withdraw from an Offering Period.

“ESPP Share

Account” means an account into which Common Stock purchased with accumulated payroll deductions at the end of an Offering Period

are held on behalf of a Participant.

“Exchange

Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Fair Market

Value” means, as of any date, the value of the shares of Common Stock as determined below. If the shares are listed on any established

stock exchange or a national market system, including, without limitation, the Nasdaq Stock Market, the Fair Market Value shall be the

closing price of a share (or if no sales were reported, the closing price on the date immediately preceding such date) as quoted on such

exchange or system on the day of determination, as reported in The Wall Street Journal. In the absence of an established market

for the shares, the Fair Market Value shall be determined in good faith by the Committee and such determination shall be conclusive and

binding on all persons.

“Ineligible

Foreign Employee” shall mean an Employee who is a citizen or resident of a jurisdiction outside of the United States (without

regard to whether the Employee is also a citizen of the United States or is a resident alien (within the meaning of Section 7701(b)(1)(A) of

the Code)) who is ineligible to participate in the Plan because (i) the grant of an Option under the Plan to such citizen or resident

of the foreign jurisdiction is prohibited under the laws of such jurisdiction, or (ii) compliance with the laws of the foreign jurisdiction

would cause the Plan to violate the requirements of Section 423 of the Code.

“Offering

Date” means the first Trading Day of each Offering Period as designated by the Committee.

“Offering

or Offering Period” means a period of three (3) months beginning each January 1st, April 1st,

July 1st and October 1st of each year; provided, that, pursuant to Section 5, the Committee may change

the duration of future Offering Periods (subject to a maximum Offering Period of twenty-seven (27) months) and/or the start and end dates

of future Offering Periods.

2

“Option”

shall mean the option to acquire shares of Common Stock granted to a Participant pursuant to Section 7 hereof.

“Participant”

means an Eligible Employee who is actively participating in the Plan.

“Participating

Subsidiaries” means the Subsidiaries that have been designated as eligible to participate in the Plan, and such other Subsidiaries

that may be designated by the Committee from time to time in its sole discretion.

“Plan”

means this Suncrete, Inc. Employee Stock Purchase Plan, as set forth herein, and as amended from time to time.

“Purchase

Date” means the last Trading Day of each Offering Period.

“Purchase

Price” means an amount equal to the lesser of (i) eight-five percent (85%) (or such greater percentage as designated by

the Committee) of the Fair Market Value of a share of Common Stock on the Offering Date or (ii) eighty-five percent (85%) (or such

greater percentage as designated by the Committee) of the Fair Market Value of a share of Common Stock on the Purchase Date; provided,

that, the Purchase Price per share of Common Stock will in no event be less than the par value of the Common Stock.

“Securities

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

“Subsidiary”

means any corporation, domestic or foreign, of which not less than fifty percent (50%) of the combined voting power is held by the Company

or a Subsidiary, whether or not such corporation exists now or is hereafter organized or acquired by the Company or a Subsidiary. In all

cases, the determination of whether an entity is a Subsidiary shall be made in accordance with Section 424(f) of the Code.

“Trading

Day” means any day on which the national stock exchange upon which the Common Stock is listed is open for trading or, if the

Common Stock is not listed on an established stock exchange or national market system, a business day, as determined by the Committee

in good faith.

3.            Administration.

3.1            Committee.

The Plan shall be administered by the Board or such committee of the Board as is designated by the Board to administer the Plan (the “Committee”).

As of the Effective Date, the Board designates the Compensation Committee of the Board to administer the Plan. At any time that there

is no Committee to administer the Plan, any references in this Plan to the Committee shall be deemed to refer to the Board. The Committee

may delegate to officers of the Company, pursuant to a written resolution and to the extent permitted by applicable law, the authority

to perform specified functions under the Plan. Any actions taken by any officers of the Company pursuant to such written delegation of

authority shall be deemed to have been taken by the Committee.

3.2            Authority.

The Committee shall have the authority to (i) construe and interpret the Plan, provided that it shall interpret, construe, and administer

the Plan in accordance with Section 423 of the Code and the regulations issued thereunder, (ii) prescribe, amend, and rescind

rules relating to the Plan’s administration, (iii) determine eligibility and adjudicate all disputed claims filed under

the Plan, and (iv) take any other actions necessary or desirable for the administration of the Plan, including, without limitation,

adopting sub-plans applicable to particular Participating Subsidiaries or locations, which sub-plans may be designed to be outside the

scope of Section 423 of the Code. The Committee may correct any defect or supply any omission or reconcile any inconsistency or ambiguity

in the Plan. The decisions of the Committee shall be final, binding, and conclusive on all persons. All expenses of administering the

Plan shall be borne by the Company.

3

4.            Eligibility.

Unless otherwise determined by the Committee in a manner that is consistent with Section 423 of the Code, any individual who is an

Eligible Employee as of the first day of the enrollment period designated by the Committee for a particular Offering Period shall be eligible

to participate in such Offering Period, subject to the requirements of Section 423 of the Code. Notwithstanding any provision of

the Plan to the contrary, no Eligible Employee shall be granted an Option to purchase shares of Common Stock under the Plan if (i) immediately

after the grant of the Option, such Eligible Employee (or any other person whose stock would be attributed to such Eligible Employee pursuant

to Section 424(d) of the Code) would own capital stock of the Company or hold outstanding options to purchase stock possessing

five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or any Subsidiary or (ii) such

Option would permit his or her rights to purchase stock under all employee stock purchase plans (described in Section 423 of the

Code) of the Company and its Subsidiaries to accrue at a rate that exceeds $25,000 of the Fair Market Value (or such other maximum as

may be prescribed from time to time by the Code) of such stock (determined at the Offering Date of the Option) for each calendar year

in which such Option is outstanding at any time, in accordance with the provisions of Section 423(b)(8) of the Code.

5.            Offering

Periods. The Plan shall be implemented by a series of consecutive Offering Periods, each of which shall be three (3) months

in duration, with new Offering Periods commencing on or about January 1st, April 1st, July 1st

and October 1st of each year (or such other times as determined by the Committee). The Committee shall have the authority

to change the duration (subject to the limitations set forth in Section 423 of the Code), frequency, start and end dates of Offering

Periods. An Employee who becomes eligible to participate in the Plan after an Offering Period has commenced shall not be eligible to participate

in such Offering but may participate in any subsequent Offering, provided that such Employee is still an Eligible Employee as of the commencement

of any such subsequent Offering Period.

6.            Participation.

6.1            Enrollment;

Payroll Deductions. An Eligible Employee may elect to participate in the Plan by properly completing an Enrollment Form, which may

be electronic, and submitting it to the Company before the start of the relevant Offering Period, in accordance with the enrollment procedures

established by the Committee. Participation in the Plan is entirely voluntary. By submitting an Enrollment Form, the Eligible Employee

authorizes payroll deductions from his or her paycheck in an amount equal to at least one percent (1%), but not more than fifteen percent

(15%), of his or her Compensation on each pay day occurring during an Offering Period (or such other maximum percentage as the Committee

may establish from time to time before an Offering Period begins), subject to the limitations set forth in Section 4. Payroll deductions

shall commence on the first payroll date following the Offering Date and end on the last payroll date on or before the Purchase Date.

The Company shall maintain records of all payroll deductions but shall have no obligation to pay interest on payroll deductions or to

hold such amounts in a trust or in any segregated account. Unless expressly permitted by the Committee, a Participant may not make any

separate contributions or payments to the Plan.

6.2            Election

Changes. During an Offering Period, a Participant may decrease or increase his or her rate of payroll deductions applicable to such

Offering Period only once. To make such a change, the Participant must submit a new Enrollment Form authorizing the new rate of payroll

deductions at least fifteen (15) days before the Purchase Date. A Participant may decrease or increase his or her rate of payroll deductions

for future Offering Periods by submitting a new Enrollment Form authorizing the new rate of payroll deductions at least fifteen (15)

days before the start of the next Offering Period.

4

6.3            Automatic

Re-enrollment. The deduction rate selected in the Enrollment Form shall remain in effect for subsequent Offering Periods unless

the Participant (a) submits a new Enrollment Form authorizing a new level of payroll deductions in accordance with Section 6.2,

(b) withdraws from the Plan in accordance with Section 10, or (c) terminates employment or otherwise becomes ineligible

to participate in the Plan.

7.            Grant

of Option. On each Offering Date, each Participant in the applicable Offering Period shall be granted an option to purchase,

on the Purchase Date, a number of shares of Common Stock determined by dividing the Participant’s accumulated payroll deductions

by the applicable Purchase Price; provided, however, that in no event shall any Participant purchase more than two thousand (2,000) shares

of Common Stock during an Offering Period (subject to adjustment in accordance with Section 18 and the limitations set forth in Section 13

of the Plan) or the amount limited under Section 4 (an “Option”). The Company shall have the authority to take

all necessary action, including, but not limited to, suspending the payroll deductions of any Participant, in order to ensure compliance

with this Section 7.

8.            Exercise

of Option/Purchase of Shares. A Participant’s Option to purchase shares of Common Stock will be exercised automatically

on the Purchase Date of each Offering Period. The Participant’s accumulated payroll deductions will be used to purchase the maximum

number of whole shares of Common Stock that can be purchased with the amounts in the Participant’s notional account. No fractional

shares of Common Stock may be purchased but notional fractional shares of Common Stock will be allocated to the Participant’s ESPP

Share Account to be aggregated with other notional fractional shares of Common Stock on future Purchase Dates, subject to earlier withdrawal

by the Participant in accordance with Section 10 or termination of employment in accordance with Section 11.

9.            Transfer

of Shares; Designated Broker; Dispositions.

9.1            Delivery

of Shares. Subject to Section 9.2, as soon as reasonably practicable after each Purchase Date, the Company will arrange for the

delivery to each Participant of the shares of Common Stock purchased upon exercise of his or her Option. The Committee may permit or require

that the shares be deposited directly into an ESPP Share Account established in the name of the Participant with a Designated Broker and

may require that the shares of Common Stock be retained with such Designated Broker for a specified period of time. Participants will

not have any voting, dividend or other rights of a shareholder with respect to the shares of Common Stock subject to any Option granted

hereunder until such shares have been delivered pursuant to this Section 9.

9.2            Designated

Broker. If the Committee designates or approves a Designated Broker to hold shares of Common Stock purchased under the Plan for the

accounts of Participants, the following procedures shall apply. Promptly following each Purchase Date, the number of shares of Common

Stock purchased by each Participant shall be deposited into an ESPP Share Account established in the Participant’s name with the

Designated Broker. A Participant shall be free to undertake a disposition of the shares of Common Stock in his or her ESPP Share Account

at any time, but in the absence of such a disposition, the shares of Common Stock must remain in the Participant’s ESPP Share Account

at the Designated Broker until the holding period set forth in Section 423 of the Code (i.e., the later of one (1) year

from the Purchase Date and two (2) years from the Offering Date for such shares) has been satisfied. With respect to shares of Common

Stock for which the holding period set forth in Section 423 of the Code have been satisfied, the Participant may move those shares

of Common Stock to another brokerage account of the Participant’s choosing. A Participant who is not subject to payment of U.S.

income taxes may move his or her shares of Stock to another brokerage account of his or her choosing at any time, without regard to the

holding period set forth in Section 423 of the Code.

5

9.3            Notice

of Disposition. By entering the Plan, each Participant agrees to promptly give the Company notice of any shares of Common Stock disposed

of or transferred before the later of one (1) year from the Purchase Date and two (2) years from the Offering Date for such

shares of Common Stock (a “Disqualifying Disposition”), showing the number of such shares disposed of and the Purchase

Date and Offering Date for such shares of Common Stock. This notice shall not be required if and so long as the Company has a Designated

Broker and the provisions of Section 9.2 above apply. A Disqualifying Disposition by a Participant shall not affect the status of

any other Option granted under the Plan.

10.          Withdrawal.

10.1          Withdrawal

Procedure. A Participant may withdraw from an Offering by submitting to the Company a revised Enrollment Form indicating his

or her election to withdraw at least fifteen (15) days before the Purchase Date. The accumulated payroll deductions held on behalf of

a Participant in his or her notional account (that have not been used to purchase shares of Common Stock) shall be paid to the Participant

promptly following receipt of the Participant’s Enrollment Form indicating his or her election to withdraw and the Participant’s

Option shall be automatically terminated. If a Participant withdraws from an Offering Period, no payroll deductions will be made during

any succeeding Offering Period, unless the Participant re-enrolls in accordance with Section 6.1 of the Plan.

10.2          Effect

on Succeeding Offering Periods. A Participant’s election to withdraw from an Offering Period will not have any effect upon his

or her eligibility to participate in succeeding Offering Periods that commence following the completion of the Offering Period from which

the Participant withdraws.

11.          Termination

of Employment; Change in Employment Status. Upon termination of a Participant’s employment for any reason, including

death, disability or retirement, or a change in the Participant’s employment status following which the Participant is no longer

an Eligible Employee, which in either case occurs at least fifteen (15) days before the Purchase Date, the Participant will be deemed

to have withdrawn from the Plan and the payroll deductions in the Participant’s notional account (that have not been used to purchase

shares of Common Stock) shall be returned to the Participant, or in the case of the Participant’s death, to the person(s) entitled

to such amounts under Section 17, and the Participant’s Option shall be automatically terminated. If the Participant’s

termination of employment or change in status occurs within fifteen (15) days before a Purchase Date, the accumulated payroll deductions

shall be used to purchase shares on the Purchase Date.

12.          Interest.

No interest shall accrue on or be payable with respect to the payroll deductions of a Participant in the Plan.

13.          Shares

Reserved for Plan.

13.1          Number

of Shares. Subject to adjustment in accordance with Section 18, a total of one million (1,000,000) shares of Common Stock have

been reserved as authorized for issuance pursuant to the exercise of Options granted under the Plan. If, for any reason, any Option under

the Plan terminates in whole or in part, shares subject to such terminated Option may be again available pursuant to an Option under the

Plan. The shares of Common Stock may be newly issued shares, treasury shares or shares acquired on the open market.

6

13.2          Over-subscribed

Offerings. The number of shares of Common Stock which a Participant may purchase in an Offering under the Plan may be reduced if the

Offering is over-subscribed. No Option granted under the Plan shall permit a Participant to purchase shares of Common Stock which, if

added together with the total number of shares of Common Stock purchased by all other Participants in such Offering would exceed the total

number of shares of Common Stock remaining available under the Plan. If the Committee determines that, on a particular Purchase Date,

the number of shares of Common Stock with respect to which Options are to be exercised exceeds the number of shares of Common Stock then

available under the Plan, the Company shall make a pro rata allocation of the shares of Common Stock remaining available for purchase

in as uniform a manner as practicable and as the Committee determines to be equitable.

14.          Transferability.

No payroll deductions credited to a Participant, nor any rights with respect to the exercise of an Option or any rights to receive Common

Stock hereunder may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and

distribution, or as provided in Section 17 hereof) by the Participant. Any attempt to assign, transfer, pledge or otherwise dispose

of such rights or amounts shall be null and void and without effect.

15.          Application

of Funds. The Company shall maintain records of all payroll deductions for a Participant in a notional bookkeeping account,

and all payroll deductions from a Participant’s Compensation shall be credited to such notional account but shall be deposited with

the general funds of the Company. All payroll deductions received or held by the Company under the Plan may be used by the Company for

any corporate purpose to the extent permitted by applicable law, and the Company shall not be required to segregate such payroll deductions

or contributions.

16.          Statements.

Participants will be provided with statements at least annually which shall set forth the contributions made by the Participant to the

Plan, the Purchase Price of any shares of Common Stock purchased with accumulated funds, the number of shares of Common Stock purchased,

and any payroll deduction amounts remaining in the Participant’s notional account.

17.          Designation

of Beneficiary.

17.1          Designation.

A Participant may file, on forms supplied by the Committee, a written designation of beneficiary who is to receive any shares of Common

Stock and cash in respect of any fractional shares of Common Stock, if any, from the Participant’s ESPP Share Account under the

Plan in the event of such Participant’s death. In addition, a Participant may file a written designation of beneficiary who is

to receive any cash withheld through payroll deductions and credited to the Participant’s notional account in the event of the

Participant’s death prior to the Purchase Date of an Offering Period. If a Participant is married and the designated beneficiary

is not the spouse, spousal consent shall be required for such designation to be effective. All beneficiary designations shall be in such

form and manner as the Committee may designate from time to time.

17.2          Changes;

No Beneficiary. Such designation of beneficiary may be changed by the Participant at any time by written notice; provided, however,

that in the event a Participant is married and the new designated beneficiary is not the spouse, spousal consent shall be required for

such new designation to be effective. In the event of the death of a Participant and in the absence of a beneficiary validly designated

under the Plan who is living at the time of such Participant’s death, the Company shall deliver such shares and/or cash to the Participant’s

surviving spouse, if any, or, if the Participant has no surviving spouse, the executor or administrator of the estate of the Participant.

7

18.          Adjustments

Upon Certain Events.

18.1          Adjustments.

In the event that any dividend or other distribution (whether in the form of cash, Common Stock, or other property), recapitalization,

stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Common

Stock or other securities of the Company, or other change in the Company’s structure affecting the Common Stock occurs, then in

order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, the Committee

will, in such manner as it deems equitable, adjust the number of shares and class of Common Stock that may be delivered under the Plan,

the Purchase Price per share and the number of shares of Common Stock covered by each outstanding Option under the Plan, and the numerical

limits of Section 7 and Section 13. Such adjustment shall be made by the Committee, whose determination in that respect shall

be final, binding, and conclusive, and shall be made in accordance with the rules of any securities exchange, stock market, or stock

quotation system to which the Company is subject. Except as expressly provided herein, no issuance by the Company of shares of stock of

any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made

with respect to, the number or price of shares of Common Stock subject to an Option. Notwithstanding the foregoing, no such adjustment

shall be made or authorized to the extent that such adjustment would cause the Plan or any Option to violate Section 423 or Section 424

of the Code.

18.2          Dissolution

or Liquidation. Unless otherwise determined by the Committee, in the event of a proposed dissolution or liquidation of the Company,

any Offering Period then in progress will be shortened by setting a new Purchase Date and the Offering Period will end immediately prior

to the proposed dissolution or liquidation. The new Purchase Date will be before the date of the Company’s proposed dissolution

or liquidation. Before the new Purchase Date, the Committee will provide each Participant with written notice, which may be electronic,

of the new Purchase Date and that the Participant’s Option will be exercised automatically on such date, unless before such time,

the Participant has withdrawn from the Offering in accordance with Section 10.

18.3          Corporate

Transaction. In the event of a Corporate Transaction, each outstanding Option will be assumed or an equivalent option substituted

by the successor corporation or a parent or Subsidiary of such successor corporation. If the successor corporation refuses to assume or

substitute the Option, the Offering Period with respect to which the Option relates will be shortened by setting a new Purchase Date on

which the Offering Period will end. The new Purchase Date will occur before the date of the Corporate Transaction. Prior to the new Purchase

Date, the Committee will provide each Participant with written notice, which may be electronic, of the new Purchase Date and that the

Participant’s Option will be exercised automatically on such date, unless before such time, the Participant has withdrawn from the

Offering in accordance with Section 10.

19.          General

Provisions.

19.1          Equal

Rights and Privileges. Notwithstanding any provision of the Plan to the contrary and in accordance with Section 423 of the Code,

all Eligible Employees who are granted Options under the Plan shall have the same rights and privileges.

19.2          No

Right to Continued Service. Neither the Plan nor any benefits received hereunder will confer on any Participant the right to continue

as an Employee or in any other capacity or interfere in any way with the right of the Company or any Subsidiary to reduce such person’s

compensation or other benefits or to terminate the services or employment of such Participant, with or without cause. Nothing in this

Plan shall be deemed to create any fiduciary relationship between the Company and any Participant.

8

19.3          Rights

as Shareholder. A Participant will become a shareholder with respect to the shares of Common Stock that are purchased pursuant to

Options granted under the Plan when the shares are transferred to the Participant’s ESPP Share Account. A Participant will have

no rights as a shareholder with respect to shares of Common Stock for which an election to participate in an Offering Period has been

made until such Participant becomes a shareholder as provided above.

19.4          Successors

and Assigns. The Plan shall be binding on the Company and its successors and assigns.

19.5          Entire

Plan. This Plan constitutes the entire plan with respect to the subject matter hereof and supersedes all prior plans with respect

to the subject matter hereof.

19.6          Compliance

with Law. The obligations of the Company with respect to payments under the Plan are subject to compliance with all applicable laws

and regulations. Common Stock shall not be issued with respect to an Option granted under the Plan unless the exercise of such Option

and the issuance and delivery of the shares of Common Stock pursuant thereto shall comply with all applicable provisions of law, including,

without limitation, the Securities Act, the Exchange Act, and the requirements of any stock exchange upon which the shares may then be

listed.

19.7          Term

of Plan. The Plan shall become effective on the Effective Date and, unless terminated earlier pursuant to Section 19.8, shall

have a term of ten (10) years from the Effective Date.

19.8          Amendment

or Termination. Subject to the provisions of Section 423 of the Code (or any other applicable law, regulation, or stock exchange

rule), the Committee may, in its sole discretion, amend, suspend, or terminate the Plan at any time and for any reason. If the Plan is

terminated, the Committee may elect to terminate all outstanding Offering Periods either immediately or once shares of Common Stock have

been purchased on the next Purchase Date (which may, in the discretion of the Committee, be accelerated) or permit Offering Periods to

expire in accordance with their terms (and subject to any adjustment in accordance with Section 18). If any Offering Period is terminated

before its scheduled expiration, all amounts that have not been used to purchase shares of Common Stock will be returned to Participants

(without interest, except as otherwise required by law) as soon as administratively practicable. In addition, to the extent the Committee

considers it necessary to comply with Rule 16b-3 under the Exchange Act, Section 423 of the Code, or any other applicable law,

regulation or stock exchange rule, the Company shall obtain stockholder approval of any amendment in such a manner and to such a degree

as required.

19.9          Applicable

Law. The laws of the State of Delaware shall govern all questions concerning the construction, validity, and interpretation of the

Plan, without regard to such state’s conflict of law rules.

19.10         Claims.

A Participant’s sole remedy for any Claim shall be against the Company, and no Participant shall have any claim or right of any

nature against any Subsidiary or any stockholder or existing or former director, officer or Employee of the Company or any Subsidiary.

The individuals and entities described above in this Section 19.10 (other than the Company) shall be third-party beneficiaries of

this Plan for purposes of enforcing the terms of this Section 19.10.

19.11        Shareholder

Approval. The Plan shall be subject to approval by the shareholders of the Company within twelve (12) months before or after the date

the Plan is adopted by the Board.

19.12        Section 423

of the Code. The Plan is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code.

Any provision of the Plan that is intended to comply with Section 423 of the Code and is inconsistent with Section 423 of the

Code or any successor provision of the Code shall without further act or amendment by the Company or the Committee be reformed to comply

with the requirements of Section 423 of the Code. This Section 19.12 shall take precedence over all other provisions in the

Plan.

9

19.13        No

Trust or Plan Funding. The Plan shall at all times be entirely unfunded and no provision shall at any time be made with respect to

segregating assets of the Company with respect to this Plan. Neither the Plan nor any Option shall create or be construed to create a

trust or separate fund of any kind or a fiduciary relationship between the Company and any Participant. No Participant, beneficiary, or

other person shall have any interest in any particular assets of the Company, any Subsidiary or any of their affiliates by reason of an

Option under the Plan. To the extent that any Participant acquires a right to receive any payment from the Company pursuant to an Option,

such right shall be no greater than the right of any general unsecured creditor of the Company.

19.14        Withholding.

To the extent required by applicable federal, state, or local law, a Participant must make arrangements satisfactory to the Company for

the payment of any withholding or similar tax obligations that arise in connection with the Plan. At any time, the Company may, but is

not obligated to, withhold from a Participant’s Compensation such amount as is necessary for the Company to meet applicable tax

withholding obligations.

19.15        Section 409A

of the Code. The Plan is intended to be exempt from the application of Section 409A of the Code, and any ambiguities herein will

be interpreted to maintain such exemption. In furtherance of the foregoing and notwithstanding any other provision in the Plan to the

contrary, if the Committee determines that an Option granted under the Plan may be subject to Section 409A of the Code or that any

provision of the Plan would cause an Option under the Plan to be subject to Section 409A of the Code, the Committee may amend the

terms of the Plan and/or of an outstanding Option granted under the Plan, or take such other action that the Committee determines is necessary

or appropriate, in each case, without the Participant’s consent, to exempt any outstanding Option or future Option that may be granted

under the Plan from or to allow any such options to comply with Section 409A of the Code. Notwithstanding the foregoing, the Company

shall have no liability to a Participant or any other party if the Option to purchase Stock under the Plan that is intended to be exempt

from or compliant with Section 409A of the Code is not so exempt or compliant or for any action taken by the Committee with respect

thereto. The Company makes no representation that any Option to purchase Stock under the Plan is exempt from or compliant with Section 409A

of the Code.

10

19.16        No

Liability; Indemnification. No member of the Board or the Committee, nor any officer or Employee of the Company acting on behalf of

the Board or the Committee, shall be personally liable for any action, determination, or interpretation taken or made in good faith with

respect to the Plan, and all members of the Board and the Committee, each officer of the Company, and each Employee of the Company acting

on behalf of the Board or the Committee shall, to the extent permitted by law, be fully indemnified and protected by the Company in respect

of any such action, determination, or interpretation to the fullest extent provided by law. Except to the extent required by any unwaivable

requirement under applicable law, no member of the Board or the Committee (and no Subsidiary) shall have any duties or liabilities, including

without limitation any fiduciary duties, to any Participant (or any person claiming by and through any Participant) as a result of this

Plan, or any Claim arising hereunder and, to the fullest extent permitted under applicable law, each Participant (as consideration for

receiving and accepting participation in the Plan) irrevocably waives and releases any right or opportunity such Participant might have

to assert (or participate or cooperate in) any Claim against any member of the Board or the Committee, any officer or Employee of the

Company or any Subsidiary, or any Subsidiary arising out of this Plan. The termination of any such civil or criminal action or proceeding

or the disposition of any such claim or demand, by judgment, settlement, conviction or upon a plea of nolo contendere, or its equivalent,

shall not in itself create a presumption that any such member of the Board or Committee did not act (i) in good faith and (ii) for

a purpose which such member reasonably believed to be in accordance with the intent of this Plan. Nothing herein shall be deemed to supersede

or conflict with any agreement between a member of the Board or the Committee and the Company regarding the Company’s obligations

to indemnify such member from and against certain liabilities arising from the performance of the member’s duties. Any such agreement

shall govern any inconsistencies with this Section 19.16.

19.17        Severability.

If any provision of the Plan shall for any reason be held to be invalid or unenforceable, such invalidity or unenforceability shall not

affect any other provision hereof, and the Plan shall be construed as if such invalid or unenforceable provision were omitted.

19.18        Headings.

The headings of sections herein are included solely for convenience and shall not affect the meaning of any of the provisions of the Plan.

[Signature page follows]

11

IN WITNESS WHEREOF, the Company

has caused this instrument to be executed as of April 8, 2026.

SUNCRETE, INC.

By:

/s/ Christopher Bradley

Name:

Christopher Bradley

Title:

Vice President

Signature Page to the

Suncrete, Inc. Employee Stock Purchase Plan

EX-10.11 — EXHIBIT 10.11

EX-10.11

Filename: tm2611641d1_ex10-11.htm · Sequence: 12

Exhibit 10.11

Restricted Stock Award (#)

SUNCRETE, INC.

2026 OMNIBUS INCENTIVE PLAN

RESTRICTED STOCK AWARD CERTIFICATE

THIS IS TO CERTIFY that Suncrete, Inc.,

a Delaware corporation (the “Company”), has granted you (the “Participant”) the right to receive

Shares of [Class A / Class B] Common Stock under its 2026 Omnibus Incentive Plan (the “Plan”), as

follows:

Name of Participant:

Address of Participant:

Number of Shares:

Purchase Price:

$

Date of Grant:

Acceptance Expiration Date:

15 days after the

Participant’s receipt of this Certificate and the accompanying Restricted Stock Award Agreement

Vesting Commencement Date:

Vesting Schedule:

Anniversary of

Vesting Commencement Date

Percentage/Number

of Shares Vested

By your signature and the signature of the Company’s

representative below, you and the Company agree to be bound by all of the terms and conditions of the accompanying Restricted Stock Award

Agreement and the Plan (each incorporated herein by this reference as if set forth in full in this document). By executing this Certificate,

you hereby irrevocably elect to accept the Restricted Stock rights granted under this Certificate and the related Restricted Stock Award

Agreement and to receive the shares of Restricted Stock designated above subject to the terms of the Plan, this Certificate, and the

Award Agreement.

PARTICIPANT

SUNCRETE, INC.

By:

Name:

,

an individual

Title:

Dated:

Dated:

Suncrete, Inc. 2026 Omnibus Incentive Plan

Restricted Stock Award Certificate

SUNCRETE, INC.

2026 OMNIBUS INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT

This Restricted Stock Award

Agreement (the “Agreement”), is entered into on the Date of Grant, subject to the Participant’s acceptance of

the terms of the Agreement evidenced by the Participant’s signature on the Restricted Stock Award Certificate accompanying this

Agreement (the “Certificate”), by and between Suncrete, a Delaware corporation (the “Company”),

and the Participant named in the Certificate.

Under the Suncrete, Inc.

2026 Omnibus Incentive Plan (the “Plan”), the Administrator has authorized the grant to the Participant of the right

to receive Shares (the “Award”), under the terms and subject to the conditions set forth in this Agreement and the

Plan. Capitalized terms not otherwise defined in the Agreement have the meanings ascribed to them in the Plan.

NOW, THEREFORE, in consideration

of the premises and the benefits to be derived from the mutual observance of the covenants and promises contained in this Agreement and

other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.            Basis

for Award. This Award is granted under the Plan for valid consideration provided to the Company by the Participant. By the Participant’s

execution of the Certificate, the Participant agrees to accept the Restricted Stock Award rights granted under the Certificate and this

Agreement and to receive the shares of Restricted Stock of the Company designated in the Certificate subject to the terms of the Plan,

the Certificate, and this Agreement.

2.            Restricted

Stock Award. The Company hereby awards and grants to the Participant, for valid consideration with a value in excess of the aggregate

par value of the Common Stock awarded to the Participant, the number of Shares set forth in the Certificate, which are subject to the

restrictions and conditions set forth in the Plan, the Certificate, and in this Agreement (the “Restricted Shares”).

If a stock certificate is issued in respect of the Restricted Shares, the stock certificate will be deposited and held in the custody

of the Company for the Participant’s account as provided in Section 4 hereof until the Restricted Shares become vested

and all restrictions thereon have lapsed. The Participant acknowledges and agrees that the Shares may be issued as a book entry with

the Company’s transfer agent and that no physical certificates need be issued.

3.            Vesting.

The Restricted Shares will vest and restrictions on transfer will lapse under the Vesting Schedule set forth in the Certificate, on condition

that the Participant is still then in Continuous Service. If the Participant ceases Continuous Service for any reason the Participant

will immediately forfeit the Restricted Shares standing in the name of the Participant on the books of the Company that have not vested

and as to which restrictions have not lapsed (“Unvested Shares”), and such Unvested Shares will be cancelled as outstanding

Shares.

(a)            Forfeiture

of Unvested Shares. If Unvested Shares do not become vested on or before the expiration of the period during which the applicable

vesting conditions must occur, such Unvested Shares will be automatically forfeited and cancelled as outstanding Shares immediately on

the occurrence of the event or period after which such Unvested Shares may no longer become vested.

Suncrete, Inc. 2026 Omnibus Incentive Plan

Restricted Stock Award Agreement

Page 2

(b)            Restriction

on Transfer of Unvested Shares. The Participant is not permitted to transfer, assign, grant a lien or security interest in, pledge,

hypothecate, encumber, or otherwise dispose of any of the Unvested Shares, except as permitted by this Agreement.

4.            Holding

of Unvested Shares. The Company will hold all of the Unvested Shares in its custody until they become vested, at which time such

vested Restricted Shares will no longer constitute Unvested Shares. If requested by the Company, the Participant shall execute and deliver

to the Company, concurrently with the execution of this Agreement (or, if requested by the Company, from time to time thereafter during

the Restricted Period) blank stock powers for use in connection with the transfer to the Company or its designee of Unvested Shares that

do not become vested. On the lapse of the forfeiture conditions and non-transferability restrictions thereon the Company will release

the Shares that become vested to the Participant.

5.            Rights

as a Stockholder, Dividends. Subject to the terms of this Agreement, the Participant will have all the rights of a stockholder with

respect to the Restricted Shares, including the right to vote the Restricted Shares and to receive any dividends thereon; provided that

any dividends paid with respect to Unvested Shares will be held by the Company and will not be paid to the Participant until the Unvested

Shares with respect to which the dividends were paid become vested and are no longer subject to forfeiture and restrictions on transfer.

If the Unvested Shares to which dividends held by the Company relate are subsequently forfeited, such dividends will automatically be

forfeited by the Participant and returned to the Company.

6.            Compliance

with Laws and Regulations. The issuance and transfer of Common Stock is subject to the Company’s and the Participant’s

full compliance, to the satisfaction of the Company and its counsel, with all applicable requirements of federal, state and foreign securities

laws and with all applicable requirements of any securities exchange on which the Common Stock may be listed at the time of such issuance

or transfer. The Participant understands that the Company is under no obligation to register or qualify the Shares with the Securities

and Exchange Commission, any state securities commission, foreign securities regulatory authority or any securities exchange to effect

such compliance.

7.            Tax

Withholding

(a)            As

a condition to the release of Shares and lapse of restrictions on transfer, no later than the first to occur of (i) the date as

of which all or any of the Restricted Shares vest and the restrictions on their transfer lapse or (ii) the date required by Section 8(b),

the Participant must pay to the Company any federal, state or local taxes required by law to be withheld with respect to the Restricted

Shares that vest. In addition to the Company’s right to withhold from any compensation otherwise payable to the Participant by

the Company, the Participant may provide for payment of withholding taxes in full by cash or check or, if the Administrator permits,

by one or more of the alternative methods of payment set forth in the Plan.

(b)            The

Participant may elect, within 30 days of the Date of Grant, to include in gross income for federal income tax purposes under Section 83(b) of

the Code, an amount equal to the aggregate Fair Market Value on the Date of Grant of the Restricted Shares, less the amount paid, if

any, by the Participant (other than in the form of services) for the Restricted Shares). In connection with any such election, the Participant

must promptly provide the Company with a copy of the election as filed with the Internal Revenue Service and pay to the Company, or make

such other arrangements satisfactory to the Administrator to pay to the Company based on the Fair Market Value of the Restricted Shares

on the Date of Grant, any federal, state or local taxes required by law to be withheld with respect to the Restricted Shares at the time

of the election. If the Participant fails to make such payments, the Company will have the right to deduct from any payment of any kind

otherwise due to Participant, to the extent permitted by law, any federal, state, or local taxes required to be withheld with respect

to the Restricted Shares.

Suncrete, Inc. 2026 Omnibus Incentive Plan

Restricted Stock Award Agreement

Page 3

8.            No

Right to Continued Service. Nothing in this Agreement or in the Plan imposes or may be deemed to impose, by implication or otherwise,

any limitation on any right of the Company or its Affiliates to terminate the Participant’s Continuous Service at any time and

for any reason or no reason.

9.            Representations

and Warranties of the Participant. The Participant represents and warrants to the Company as follows:

(a)            Acknowledgment

and Agreement to Terms of the Plan. The Participant acknowledges receipt of a copy of the Plan, the Certificate, this Agreement,

and the prospectus dated [ ], 2026 covering the Shares reserved for issuance under the Plan. The Participant has read and understands

the terms of the Plan, the Certificate, and this Agreement, and agrees to be bound by their terms and conditions. The Participant acknowledges

that there may be adverse tax consequences on the vesting of Restricted Shares or disposition of the Shares once vested and that the

Participant should consult a tax advisor before such time.

(b)            Stock

Ownership. The Participant is the record and beneficial owner of the Restricted Shares with full right and power to transfer the

Unvested Shares to the Company free and clear of any liens, claims or encumbrances, and the Participant understands that if a stock certificate

is issued in respect of the Restricted Shares, the stock certificate will bear a legend referencing this Agreement.

(c)            Rule 144.

The Participant understands that Rule 144 under the Securities Act (“Rule 144”) may indefinitely restrict

transfer of the Common Stock if the Participant is an “affiliate” of the Company (as defined in Rule 144), or for up

to one year if “current public information” about the Company (as defined in Rule 144) is not publicly available regardless

of whether the Participant is an affiliate of the Company.

10.           Compliance

with Securities Laws. The Participant understands and acknowledges that, notwithstanding any other provision of the Agreement to

the contrary, the vesting and holding of the Restricted Shares is expressly conditioned on compliance with the Securities Act and all

applicable federal, state, and foreign securities laws. The Participant agrees to cooperate with the Company to ensure compliance with

such laws.

11.           Capitalization

Adjustments. If, as a result of any capitalization adjustment under the Plan, the Participant becomes entitled to receive additional

Shares or other securities (“Additional Securities”) in respect of the Unvested Shares, the Additional Securities

will be Unvested Shares, and the total number of Unvested Shares will be equal to the sum of (i) the initial Unvested Shares and

(ii) the number of Additional Securities issued or issuable in respect of the initial Unvested Shares and any Additional Securities

previously issued to the Participant.

Suncrete, Inc. 2026 Omnibus Incentive Plan

Restricted Stock Award Agreement

Page 4

12.           Restrictive

Legends and Stop-Transfer Orders

(a)            Legends.

If a stock certificate is issued in respect of the Restricted Shares, the Company will place the legend set forth below or similar legends

on any such stock certificate, together with any other legends that may be required by federal, state or foreign securities laws, the

Company’s articles of incorporation or bylaws, any other agreement between the Participant and the Company or any agreement between

the Participant and any third party:

THE SHARES REPRESENTED BY THIS CERTIFICATE

ARE SUBJECT TO CERTAIN RESTRICTIONS ON PUBLIC RESALE AND TRANSFER, AS SET FORTH IN A RESTRICTED STOCK AWARD AGREEMENT BETWEEN THE ISSUER

AND THE ORIGINAL HOLDER OF THESE SHARES. SUCH PUBLIC RESALE AND TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SHARES.

The Company will remove the above legend at such

time as the Shares in question are no longer subject to restrictions on public resale and transfer under this Agreement. Any legends

required by applicable federal, state, or foreign securities laws will be removed at such time as such legends are no longer required.

(b)            Stop-Transfer

Instructions. To ensure compliance with the restrictions imposed by this Agreement, the Company may issue appropriate “stop-transfer”

instructions to its transfer agent, if any, and if the Company transfers its own Common Stock, it may make appropriate notations to the

same effect in its own records.

(c)            Refusal

to Transfer. The Company will not be required (i) to transfer on its books any Restricted Shares that have been sold or otherwise

transferred in violation of this Agreement; or (ii) to treat as owner of the Restricted Shares, or to accord the right to vote or

pay dividends to, any purchaser or other transferee to whom the Restricted Shares have been transferred.

13.           General

Terms

(a)             Interpretation.

Any dispute regarding the interpretation of this Agreement must be submitted by the Participant or the Company to the Administrator for

review. The Administrator’s resolution of such dispute will be final, binding, and conclusive on the Company, the Participant,

and all other Persons with any interests related to this Award.

(b)            Entire

Agreement. The Plan and the Certificate are incorporated in this Agreement by reference, and the Participant hereby acknowledges

that a copy of each has been made available to the Participant. This Agreement, the Certificate, and the Plan constitute the entire agreement

of the parties and supersede all prior undertakings and agreements with respect to the subject matter hereof. In the event of a conflict

or inconsistency between the terms and conditions of this Agreement, the Certificate, and the Plan, the Plan will govern.

(c)            Modification.

The Agreement may be modified only in writing signed by both parties.

(d)            Notices.

Any notice required under this Agreement to be delivered to the Company must be in writing and addressed to the Corporate Secretary of

the Company at its principal corporate offices. Any notice required to be given or delivered to the Participant must be in writing and

addressed to the Participant at the address indicated on the Certificate or to such other address as the Participant designates in writing

to the Company. All notices will be deemed to have been delivered: (i) on personal delivery, (ii) five days after deposit in

the United States mail by certified or registered mail (return receipt requested), (iii) two business days after deposit with any

return receipt express courier (prepaid) or (iv) one business day after transmission by fax or email.

(e)            Successors

and Assigns. The Company may assign any of its rights under this Agreement. This Agreement will be binding on and inure to the benefit

of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein and in the Plan, this Agreement

is binding on the Participant and the Participant’s heirs, executors, administrators, legal representatives, successors, and assigns.

Suncrete, Inc. 2026 Omnibus Incentive Plan

Restricted Stock Award Agreement

Page 5

(f)             Governing

Law. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware without giving effect

to its conflict of law principles. If any provision of this Agreement is determined by a court of law to be illegal or unenforceable,

then such provision will be enforced to the maximum extent possible and the other provisions will remain fully effective and enforceable

in accordance with their respective terms.

(g)            Headings.

The headings that are used in this Agreement are used for reference and convenience purposes only and do not constitute substantive matters

to be considered in construing the terms and provisions of this Agreement.

(h)            Gender

and Number. Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular

number shall be held to include the plural, and vice versa, unless the context requires otherwise.

Suncrete, Inc. 2026 Omnibus Incentive Plan

Restricted Stock Award Agreement

Page 6

EX-10.12 — EXHIBIT 10.12

EX-10.12

Filename: tm2611641d1_ex10-12.htm · Sequence: 13

Exhibit 10.12

Restricted Stock Unit Award (#)

SUNCRETE, INC.

2026 Omnibus

INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD CERTIFICATE

THIS IS TO CERTIFY that Suncrete, Inc.,

a Delaware corporation (the “Company”), has granted you (the “Participant”) hypothetical units of

[Class A / Class B] Common Stock (“Restricted Stock Units”) under the Company’s 2026 Omnibus

Incentive Plan (the “Plan”), as follows:

Name of Participant:

Address of Participant:

Number of Restricted Stock Units:

Date of Grant:

Vesting Commencement Date:

Settlement Date:

Vesting Schedule:

Date

Percentage/Number

of Vested Shares

By your signature and the signature of the Company’s

representative below, you and the Company agree to be bound by all of the terms and conditions of the accompanying Restricted Stock Unit

Award Agreement and the Plan (both incorporated herein by this reference as if set forth in full in this document). By executing this

Certificate, you hereby irrevocably elect to accept the Restricted Stock Unit rights granted under this Certificate and the related Restricted

Stock Unit Award Agreement and to receive the Restricted Stock Units designated above subject to the terms of the Plan, this Certificate,

and the Award Agreement.

PARTICIPANT

SUNCRETE, INC.

By:

Name:

, an individual

Title:

Dated:

Dated:

Suncrete, Inc. 2026 Omnibus Incentive Plan

Restricted Stock Unit Award Certificate

SUNCRETE INC.

2026 Omnibus

INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

This Restricted Stock Unit

Award Agreement (the “Agreement”), is entered into on the Date of Grant, subject to the Participant’s acceptance

of the terms of the Agreement evidenced by the Participant’s signature on the Restricted Stock Unit Award Certificate accompanying

this Agreement (the “Certificate”), by and between Suncrete, Inc., a Delaware corporation (the “Company”),

and the Participant named in the Certificate.

Under the Suncrete, Inc.

2026 Omnibus Incentive Plan (the “Plan”), the Administrator has authorized the grant to the Participant of the number

of Restricted Stock Units set forth in the Certificate (the “Award”), under the terms and subject to the conditions

set forth in this Agreement, the Certificate, and the Plan. Capitalized terms not otherwise defined herein have the meanings ascribed

to them in the Plan.

NOW, THEREFORE, in consideration

of the premises and the benefits to be derived from the mutual observance of the covenants and promises contained in this Agreement and

other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.             Basis

for Award. This Award is granted under the Plan for valid consideration provided to the Company by the Participant. By the Participant’s

execution of the Certificate, the Participant agrees to accept the Award rights granted under the Certificate and this Agreement and to

receive the Restricted Stock Units designated in the Certificate subject to the terms of the Plan, the Certificate, and this Agreement.

2.             Restricted

Stock Units Awarded. The Company hereby awards and grants to the Participant the number of Restricted Stock Units set forth in the

Certificate. Each Restricted Stock Unit represents a right to receive one Share (or the cash equivalent) from the Company, and any Dividend

Equivalents (as defined below) credited to the Participant’s Restricted Stock Unit Account (as defined below) with respect to that

Share, upon vesting of the Restricted Stock Unit as provided in Section 3 below. Vested Restricted Stock Units will be settled as

provided in Section 5 below. The Company shall establish and maintain an account (the “Restricted Stock Unit Account”)

for the Participant and will credit that account for the number of Restricted Stock Units granted to the Participant and for any Dividend

Equivalents as provided in Section 4 below. The value of each Restricted Stock Unit on any given date will equal the Fair Market

Value of one Share on that date.

3.             Vesting.

The Restricted Stock Units will vest in accordance with the Vesting Schedule set forth in the Certificate, on condition that the Participant

is in Continuous Service on each vesting date. If the Participant ceases Continuous Service for any reason the Participant will immediately

forfeit all unvested Restricted Stock Units and any Dividend Equivalents credited to the Restricted Stock Unit Account.

4.             Dividend

Equivalents. If the Company pays any cash dividend on its outstanding Common Stock for which the record date occurs after the Date

of Grant, the Administrator will credit the Participant’s Restricted Stock Unit Account as of the dividend payment date in an amount

equal to the amount of the dividend paid by the Company on a single Share multiplied by the number of unvested Restricted Stock Units

under this Award as of that record date (“Dividend Equivalents”). Dividend Equivalents will be subject to the vesting

requirements of Section 3 of this Agreement. No Dividend Equivalent will vest or be paid to the Participant unless and until the

corresponding Restricted Stock Unit vests and is settled.

Suncrete, Inc. 2026 Omnibus Incentive Plan

Restricted Stock Unit Award Agreement

Page 2

5.             Settlement.

Subject to Section 13(i), the Company will settle the Restricted Stock Units on the Settlement Date or Dates set forth in the Certificate

by issuing to the Participant one Share for each Restricted Stock Unit that has satisfied all vesting requirements on that Settlement

Date and cash in the amount of any Dividend Equivalents credited to the Restricted Stock Unit Account with respect to that Share. On settlement,

the Restricted Stock Units, and any related Dividend Equivalents, will cease to be credited to the Restricted Stock Unit Account. If the

Certificate does not specify a Settlement Date, the applicable Settlement Date will be the applicable vesting date set forth in the Vesting

Schedule. Subject to the satisfaction of the withholding provisions in Section 8 below, the Administrator will cause the Shares to

be issued to the Participant on the applicable Settlement Date either by an appropriate entry in the books of the Company or of the Company’s

transfer agent or by delivery of a stock certificate, and will cause cash to be delivered in the amount of any Dividend Equivalents credited

to the Restricted Stock Unit Account with respect to such Shares, free of all restrictions hereunder, except for applicable securities

laws restrictions, and will enter the Participant’s name as stockholder of record with respect to such Shares on the books of the

Company. The Participant acknowledges and agrees that Shares may be issued in electronic form as a book entry with the Company’s

transfer agent and no physical certificates need be issued. In no event shall a Settlement Date be later than March 15th

of the calendar year following the calendar year in which the corresponding Restricted Stock Units vested.

6.             Restrictions

on Transfer. Until the applicable Settlement Date, the Restricted Stock Units and any related Dividend Equivalents credited to the

Restricted Stock Unit Account may not be pledged, hypothecated or transferred in any manner other than by will or by the applicable laws

of descent and distribution, or if approved in writing by the Administrator, by gift or domestic relations order to a Permitted Transferee,

provided that the Restricted Stock Units and any related Dividend Equivalents credited to the Restricted Stock Unit Account will remain

subject to the terms of the Plan, the Certificate, and this Agreement.

7.             Compliance

with Laws and Regulations. The issuance and transfer of Common Stock on any Settlement Date is subject to the Company’s and

the Participant’s full compliance, to the satisfaction of the Company and its counsel, with all applicable requirements of federal,

state and foreign securities laws and with all applicable requirements of any securities exchange on which the Common Stock may be listed

at the time of issuance or transfer. The Participant understands that the Company is under no obligation to register or qualify the Shares

with the Securities and Exchange Commission, any state securities commission, foreign securities regulatory authority or any securities

exchange to effect such compliance.

8.             Tax

Withholding. As a condition to settlement under Section 5, on or before the date on which any of the Restricted Stock Units vest

the Participant must pay to the Company any federal, state or local taxes required by law to be withheld with respect to the Restricted

Stock Units, and any Dividend Equivalents then credited to the Restricted Stock Unit Account, that vest. In addition to the Company’s

right to withhold from any compensation otherwise payable to the Participant by the Company, the Participant may provide for payment of

withholding taxes in full by cash or check or, if the Administrator permits, by one or more of the alternative methods of payment set

forth in the Plan.

9.             No

Right to Continued Service. Nothing in this Agreement or the Plan is intended to impose or may be deemed to impose, by implication

or otherwise, any limitation on any right of the Company or its Affiliates to terminate the Participant’s Continuous Service at

any time and for any reason or no reason.

Suncrete, Inc. 2026 Omnibus Incentive Plan

Restricted Stock Unit Award Agreement

Page 3

10.           Representations

and Warranties of the Participant. The Participant represents and warrants to the Company as follows:

(a)             Acknowledgement

and Agreement to Terms of the Plan. The Participant acknowledges receipt of a copy of the Plan, the Certificate, this Agreement, and

the prospectus dated April 8, 2026 covering the Shares reserved for issuance under the Plan. The Participant has read and understands

the terms of the Plan, the Certificate, and this Agreement and agrees to be bound by their terms and conditions. The Participant acknowledges

that there may be adverse tax consequences on the vesting and settlement of the Restricted Stock Units and any Dividend Equivalents and

on disposition of any Shares received on settlement of the Restricted Stock Units, and that the Participant should consult a tax advisor

before such time. The Participant agrees to sign such additional documentation as the Company may reasonably require from time to time.

(b)             Compliance

with Securities Laws. The Participant understands and acknowledges that, notwithstanding any other provision of the Agreement to the

contrary, the issuance and holding of Shares is expressly conditioned on compliance with the Securities Act and all applicable federal,

state, and foreign securities laws. The Participant agrees to cooperate with the Company to ensure compliance with such laws.

11.           No

Interest in Company Assets. All amounts credited to the Participant’s Restricted Stock Unit Account under this Agreement will

continue for all purposes to be part of the general assets of the Company. The Participant’s interest in the Restricted Stock Unit

Account will make the Participant only a general, unsecured creditor of the Company.

12.           No

Stockholder Rights before Issuance. The Participant will have no right, title, or interest in, nor be entitled to vote or to receive

distributions in respect of, nor otherwise be considered the owner of, any of the Shares covered by the Restricted Stock Units until the

Shares are issued in accordance with Section 5.

13.           General

Terms.

(a)             Interpretation.

Any dispute regarding the interpretation of this Agreement must be submitted by the Participant or the Company to the Administrator for

review. The Administrator’s resolution of such dispute will be final, binding, and conclusive on the Company, the Participant, and

all other Persons with any interests related to this Award.

(b)             Entire

Agreement. This Agreement, the Certificate and the Plan constitute the entire agreement of the parties and supersede all prior undertakings

and agreements with respect to the subject matter hereof. In the event of a conflict or inconsistency between the terms and conditions

of this Agreement, the Certificate and the Plan, the Plan will govern.

(c)             Modification.

This Agreement may be modified only in writing signed by both parties.

(d)             Notices.

Any notice required under this Agreement to be delivered to the Company must be in writing and addressed to the Corporate Secretary of

the Company at its principal corporate offices. Any notice required to be given or delivered to the Participant must be in writing and

addressed to the Participant at the address indicated on the Certificate or to such other address as the Participant designates in writing

to the Company. All notices will be deemed to have been delivered: (i) on personal delivery, (ii) five days after deposit in

the United States mail by certified or registered mail (return receipt requested), (iii) two business days after deposit with any

return receipt express courier (prepaid) or (iv) one business day after transmission by fax or email.

Suncrete, Inc. 2026 Omnibus Incentive Plan

Restricted Stock Unit Award Agreement

Page 4

(e)             Successors

and Assigns. The Company may assign any of its rights under this Agreement. This Agreement will be binding on and inure to the benefit

of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein and in the Plan, this Agreement

is binding on the Participant and the Participant’s heirs, executors, administrators, legal representatives, successors, and assigns.

(f)             Governing

Law. This Agreement is governed by and to be construed in accordance with the laws of the State of Delaware without giving effect

to its conflict of law principles. If any provision of this Agreement is determined by a court of law to be illegal or unenforceable,

then that provision will be enforced to the maximum extent possible and the other provisions will remain fully effective and enforceable

in accordance with their respective terms.

(g)             Headings.

The headings that are used in this Agreement are used for reference and convenience purposes only and do not constitute substantive matters

to be considered in construing the terms and provisions of this Agreement.

(h)             Gender

and Number. Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular

number shall be held to include the plural, and vice versa, unless the context requires otherwise.

(i)             Section 409A.

The Award is intended to be exempt from or comply with the requirements of Section 409A of the Code and the rules and regulations

issued thereunder (“Section 409A”) and shall be construed accordingly. Notwithstanding any other provision of

this Agreement, the Notice of Grant, or the Plan to the contrary, with respect to any payments and benefits to which Section 409A

applies, if the Participant is a “specified employee,” within the meaning of Section 409A, then to the extent necessary

to avoid subjecting the Participant to the imposition of any additional tax under Section 409A, amounts that would otherwise be payable

during the six-month period immediately following the Participant’s “separation from service,” within the meaning of

Section 409A(a)(2)(A)(i), shall not be paid to the Participant during such period, but shall instead be accumulated and paid to the

Participant (or, in the event of the Participant’s death, the Participant’s estate) in a lump sum on the first business day

after the earlier of the date that is six months following the Participant’s separation from service or the Participant’s

death. Each payment hereunder shall be treated for all purposes as a separate payment.

Suncrete, Inc. 2026 Omnibus Incentive Plan

Restricted Stock Unit Award Agreement

Page 5

EX-10.13 — EXHIBIT 10.13

EX-10.13

Filename: tm2611641d1_ex10-13.htm · Sequence: 14

Exhibit 10.13

Performance Stock Unit Award #___

SUNCRETE, Inc.

2026 Omnibus Incentive Plan

performance

Stock unit Award grant notice

Pursuant to this Performance

Stock Unit Award Grant Notice (this “Notice of Grant”), you (the “Participant”) are hereby granted

a Performance Stock Unit Award (the “Award”) by Suncrete, Inc., a Delaware corporation (the “Company”)

under the Suncrete, Inc. 2026 Omnibus Incentive Plan (the “Plan”), as set forth below. Each Performance Stock

Unit (a “PSU”) subject to the Award has a notional value equivalent to one share of the Company’s [Class A

/ Class B] Common Stock for purposes of determining the number of Shares subject to the Award.

The Award is subject to all

the terms and conditions set forth in this Notice, the Plan, and the Performance Stock Unit Agreement, attached hereto as Exhibit A

(the “Award Agreement”), each of which are incorporated by reference into this Notice of Grant. Capitalized terms

that are not defined in the Notice of Grant shall have the meanings given to them in the Award Agreement, and if not defined in the Award

Agreement, the meanings given to them in the Plan.

Name of

Participant:

Address of Participant:

Target Number of PSUs:

__________

(the “Target PSUs”); provided that the actual number of PSUs that are granted and eligible to vest is up to [_____]%

of the Target PSUs (or __________ PSUs).

Date of Grant:

Acceptance Expiration

Date:

15 days after the Participant’s

receipt of this Notice of Grant.

Vesting Schedule:

Except

as specifically provided in the Award Agreement and subject to the restrictions and conditions set forth in the Plan, the PSUs shall

vest on the Vesting Date (as defined on Schedule 1 to this Notice of Grant, attached hereto, which is incorporated by reference

into this Notice of Grant), based upon the achievement of the performance goals set forth on Schedule 1 (the “Performance

Vesting Conditions”).

By your signature and the signature of the Company’s

representative below, you and the Company agree to be bound by all of the terms and conditions of this Notice of Grant and the accompanying

Award Agreement and the Plan (each incorporated herein by this reference as if set forth in full in this document). By executing this

Notice of Grant, you hereby irrevocably elect to accept the Award granted under this Notice of Grant and the related Award Agreement

and to receive the PSUs designated above subject to the terms of the Plan, this Notice of Grant, and the Award Agreement.

You acknowledge and agree that this Award does

not constitute an express or implied promise of your continued engagement as an employee, officer, director, or other service provider

for the vesting period, for any period, or at all, and shall not interfere with your right or the Company’s right to terminate

your employment or service relationship with the Company or any Affiliate at any time, with or without Cause.

Suncrete, Inc. 2026 Omnibus Incentive Plan

Performance Stock Unit

Award

Notice of Grant, Page 1 of 2

You hereby agree to accept as binding, conclusive,

and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and the Award.

This Notice of Grant may be executed in duplicate

counterparts, the production of either of which shall be sufficient for all purposes for the proof of the binding terms of this Award.

PARTICIPANT

SUNCRETE, INC.

By:

Name:

,

an individual

Title:

Dated:

Dated:

Suncrete, Inc. 2026 Omnibus Incentive Plan

Performance Stock Unit

Award

Notice of Grant, Page 2 of 2

Schedule

1

SUNCRETE, Inc.

2026 Omnibus Incentive Plan

Performance

vesting conditions

Suncrete, Inc. 2026 Omnibus Incentive Plan

Performance Stock Unit Award

Schedule 1, Page 1 of 5

EXHIBIT A

SUNCRETE, Inc.

2026 Omnibus Incentive Plan

PERFORMANCE

Stock UNIT Award Agreement

Suncrete,

Inc. 2026 Omnibus Incentive Plan

Performance Stock Unit Award

Award

Agreement, Page 1 of 7

EX-10.14 — EXHIBIT 10.14

EX-10.14

Filename: tm2611641d1_ex10-14.htm · Sequence: 15

Exhibit 10.14

SUNCRETE, INC.

RESTRICTED STOCK AWARD AGREEMENT

1.             Grant

of Award. to the terms of this Restricted Stock Award Agreement (this “Agreement”) and in exchange for services

rendered or to be rendered to Suncrete, Inc., a Delaware corporation (the “Company”), the Company hereby

grants to

________________

(the “Grantee”)

an award of __________ Shares (defined below)

of restricted Class A common stock of the Company (the “Awarded Shares”). The “Date of Grant”

of this award is April 8, 2026.

2.             Definitions.

For purposes of this Agreement, the following terms shall have the meanings set forth below:

a.             “Affiliate”

shall mean (i) any entity that, directly or indirectly through one or more intermediaries, is controlled by the Company; and (ii) any

entity in which the Company has a significant equity interest.

b.             “Applicable

Laws” shall mean the requirements relating to the administration of equity-based awards under U.S. state corporate laws,

U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which Shares of the Company’s common

stock are listed or quoted and the Applicable Laws of any foreign country or jurisdiction where equity awards are, or will be, granted

by the Company.

c.             “BCA”

shall mean that certain Business Combination Agreement by and among the Company, Haymaker Acquisition Corp. 4, Concrete Partners Holding,

LLC and the other parties thereto, dated as of October 9, 2025.

d.             “Board”

shall mean the Board of Directors of the Company.

e.             “Cause”

shall mean (i) if the Grantee is party to an employment agreement with the Company or the applicable subsidiaries, the conviction

of such employee of a felony or of any lesser crime involving moral turpitude, or (ii) if the Grantee is not a party to such an employment

agreement, consistent with the policies of the Company or the applicable subsidiary. The Board or its delegate, in its absolute discretion,

shall determine the effect of all matters and questions relating to whether the Grantee has been discharged for Cause.

f.              “Closing

Date” shall have the meaning given to such term in the BCA.

g.             “Code”

shall mean the Internal Revenue Code of 1986, as amended from time to time, and any regulations promulgated thereunder.

h.             “Exchange

Act” shall mean the Securities and Exchange Act of 1934, as amended.

i.              “Fair

Market Value” shall mean, as of a particular date, (a) if the Shares are listed on any established national securities

exchange, the closing sales price per Share of common stock on the consolidated transaction reporting system for the principal securities

exchange for the common stock on that date (as determined by the Board, in its discretion), or, if there shall have been no such sale

so reported on that date, on the last preceding date on which such a sale was so reported; (b) if the shares of common stock are

not so listed, but are quoted on an automated quotation system, the closing sales price per share of common stock reported on the automated

quotation system on that date, or, if there shall have been no such sale so reported on that date, on the last preceding date on which

such a sale was so reported; (c) if the common stock is not so listed or quoted, the mean between the closing bid and asked price

on that date, or, if there are no quotations available for such date, on the last preceding date on which such quotations shall be available,

as reported by the National Association of Securities Dealer, Inc.’s OTC Bulletin Board or the Pink OTC Markets, Inc.

(previously known as the National Quotation Bureau, Inc.); or (d) if none of the above is applicable, such amount as may be

determined by the Board (acting on the advice of an independent third party, should the Board elect in its sole discretion to utilize

an independent third party for this purpose), in good faith, to be the fair market value per share of Common Stock. The determination

of Fair Market Value shall, where applicable, be in compliance with Section 409A of the Code.

j.              “Initial

Closing Date” shall have the meaning given to such term in the BCA.

k.             “Plan”

shall mean the Suncrete, Inc. 2026 Omnibus Incentive Plan.

l.              “Service

Provider” shall mean an employee, director, or consultant that provides services to the Company.

m.             “Shares”

shall mean shares of Class A common stock of the Company, $0.0001 par value per share, or such other securities or property as may

become subject to this Agreement pursuant to an adjustment made under Section 10 of this Agreement.

n.             “Transactions”

shall have the meaning given to such term in the BCA.

3.            Vesting.

Except as specifically provided in this Agreement, the Awarded Shares shall vested as follows:

a.             33%

of the total Awarded Shares (rounded down for any fractional shares) shall vest on December 9, 2027, provided the Grantee is employed

by (or, if the Grantee is a consultant or an outside director, is providing services to) the Company or a subsidiary on that date.

b.             An

additional 33% of the total Awarded Shares (rounded down for any fractional shares) shall vest on December 9, 2028, provided the

Grantee is employed by (or, if the Grantee is a consultant or an outside director, is providing services to) the Company or a subsidiary

on that date.

c.             The

remaining total Awarded Shares shall vest on December 9, 2029, provided the Grantee is employed by (or, if the Grantee is a consultant

or an outside director, is providing services to) the Company or a subsidiary on that date.

Notwithstanding the foregoing, upon

the occurrence of a termination of service due to the Grantee’s death or total and permanent disability, all then unvested Awarded

Shares not previously vested shall become immediately fully vested.

4.             Forfeiture

of Awarded Shares. Awarded Shares that are not vested in accordance with Section 3 shall be forfeited on the date the

Grantee ceases to be a Service Provider for any reason. In addition, in the event the Grantee’s employment with or services to the

Company or any subsidiary is terminated by the Company for Cause or if such termination of employment or service occurs at a time when

grounds exist for a termination for Cause, in each case, as determined by the Board, then all Awarded Shares, whether then vested or unvested

shall be immediately forfeited. Upon forfeiture, all of the Grantee’s rights with respect to the forfeited Awarded Shares shall

cease and terminate, without any further obligations on the part of the Company.

5.             Restrictions

on Awarded Shares. Subject to the terms of this Agreement, from the Date of Grant until the date the Awarded Shares are vested in

accordance with Section 3 and are no longer subject to forfeiture in accordance with Section 4 (the “Restriction

Period”), the Grantee shall not be permitted to sell, transfer, pledge, hypothecate, margin, assign, or otherwise encumber

any of the Awarded Shares that have not vested. Except for these limitations, the Company may, in its sole discretion, remove any or all

of the restrictions on such Awarded Shares whenever it may determine that, by reason of changes in Applicable Laws or changes in circumstances

after the date of this Agreement, such action is appropriate.

6.             Legend.

If certificates evidencing the Awarded Shares as issued, the following legend shall be placed on all certificates issued representing

Awarded Shares:

On the face of the certificate:

“Transfer of this stock is restricted

in accordance with conditions printed on the reverse of this certificate.”

On the reverse:

“The shares of stock evidenced

by this certificate are subject to and transferable only in accordance with the terms of a Restricted Stock Award Agreement, by and between

the Company and the Grantee, a copy of which is on file at the principal office of the Company in Tulsa, OK. No transfer or pledge of

the shares evidenced hereby may be made except in accordance with and subject to the provisions of said agreement. By acceptance of this

certificate, any holder, transferee or pledgee hereof agrees to be bound by all of the provisions of said agreement.”

The following legend shall

be inserted on a certificate evidencing Shares issued pursuant to this Agreement if the Shares were not issued in a transaction registered

under the applicable federal and state securities laws:

“Shares of stock represented by

this certificate have been acquired by the holder for investment and not for resale, transfer or distribution, have been issued pursuant

to exemptions from the registration requirements of applicable state and federal securities laws, and may not be offered for sale, sold

or transferred other than pursuant to effective registration under such laws, or in transactions otherwise in compliance with such laws,

and upon evidence satisfactory to the Company of compliance with such laws, as to which the Company may rely upon an opinion of counsel

satisfactory to the Company.”

All Awarded Shares owned by

the Grantee shall be subject to the terms of this Agreement and shall be represented by a certificate or certificates bearing the foregoing

legend if the Awarded Shares are so evidenced by certificates.

7.             Delivery

of Certificates; Registration of Shares. The Company shall deliver certificates for the Awarded Shares to the Grantee or shall register

the Awarded Shares in the Grantee’s name, free of restriction pursuant to this Agreement, promptly after, and only after, the Restriction

Period has expired without forfeiture pursuant to Section 4.

8.             Rights

of a Shareholder. Except as provided in Section 4 and Section 5 above, the Grantee shall have, with respect

to the Awarded Shares, all of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive

any dividends thereon.

9.             Voting.

The Grantee, as record holder of the Awarded Shares, has the exclusive right to vote, or consent with respect to, such Awarded Shares

until such time as the Awarded Shares are transferred in accordance with this Agreement; provided, however, that this Section 9

shall not create any voting right where the holders of such Awarded Shares otherwise have no such right.

10.           Adjustment

to Number of Awarded Shares. The number of Awarded Shares shall be subject to adjustment in accordance with Section 15 of the

Plan.

11.           Specific

Performance. The parties acknowledge that remedies at law will be inadequate remedies for a breach of this Agreement and consequently

agree that this Agreement shall be enforceable by specific performance. The remedy of specific performance shall be cumulative of all

of the rights and remedies at law or in equity of the parties under this Agreement.

12.           Grantee’s

Representations. Notwithstanding any of the provisions hereof, the Grantee hereby agrees that he will not acquire any Awarded Shares,

and that the Company will not be obligated to issue any Awarded Shares to the Grantee hereunder, if the issuance of such shares shall

constitute a violation by the Grantee or the Company of any provision of any law or regulation of any governmental authority. Any determination

in this connection by the Company shall be final, binding, and conclusive. The rights and obligations of the Company and the rights and

obligations of the Grantee are subject to all Applicable Laws, rules, and regulations.

13.           Reserved.

14.           Grantee’s

Acknowledgments. The Grantee hereby acknowledges and agrees to accept as binding, conclusive, and final all decisions or interpretations

of the Board upon any questions arising under this Agreement.

15.           Lock-Up

Agreement.

a.            The

Grantee hereby agrees not to, during the period (the “Post-Closing Lock-Up Period”) commencing on the date of

the Initial Closing and ending on the earlier of (i) the one year anniversary of the Initial Closing and (ii) the date after

the Initial Closing on which the Company consummates a liquidation, merger, share exchange, reorganization or other similar transaction

with an unaffiliated third party that results in all of the Company’s stockholders having the right to exchange their equity holdings

in the Company for cash, securities, or other property, without the prior written consent of the Company: (A) lend, offer, pledge,

hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract

to sell, grant any option, right or warrant to purchase, establish or increase of a put equivalent position or liquidation with respect

to or decrease of a call equivalent position with respect to or decrease of a call equivalent position within the meaning of Section 16

of the Exchange Act and the rules and regulations of the Securities and Exchange Commission (the “SEC”)

promulgated thereunder, or otherwise transfer or dispose of, directly or indirectly, any Shares, (B) enter into any swap or other

arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Shares, whether any such

transaction is to be settled by delivery of such Shares, in cash or otherwise, or (C) publicly announce the intention to do any of

the foregoing, whether any such transaction described in clauses (A), (B) or (C) above is to be settled by delivery of Shares

or other securities, in cash or otherwise (any of the foregoing described in clauses (A), (B) or (C), a “Prohibited Transfer”).

The foregoing sentence shall not apply to the transfer of any or all of the Shares owned by the Grantee (I) by gift, will or intestate

succession upon the death of the Grantee, (II) to any Permitted Transferee (as defined below), (III) pursuant to a court order

or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union or pursuant

to a domestic relations order, (IV) in accordance with the requirements of the BCA or the organizational documents of the Company,

as amended, (V) to the Company in connection with the “net” or “cashless” exercise of options or other rights

to purchase Shares granted pursuant to an equity incentive plan, stock purchase plan or other arrangement in satisfaction of any tax withholding

obligations through cashless surrender or otherwise (provided any Shares issued upon exercise of such option or other rights shall remain

subject to the terms of this Agreement), or (VI) in connection with the exercise or conversion of any Derivative Instruments (defined

below); provided, however, that in any of the cases of clauses (I), (II) or (III) it shall be a condition to such transfer that

the transferee executes and delivers to the Company an agreement stating that the transferee is receiving and holding the Shares subject

to the provisions of this Agreement applicable to the Grantee, and there shall be no further transfer of such Shares except in accordance

with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (aa) the members

of the Grantee’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any

natural person, any of the following: such person’s spouse, the siblings of such person and his or her spouse, and the direct descendants

and ascendants (including adopted and step children and parents) of such person and his or her spouses and siblings), (bb) any trust or

charitable organization for the direct or indirect benefit of the Grantee or the immediate family of the Grantee, (cc) if the Grantee

is a trust, the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (dd) if the Grantee is an entity,

as a distribution to limited partners, shareholders, members of, or owners of similar equity interests in the Grantee, or (ee) to any

affiliate of the Grantee. The Grantee further agrees to execute such agreements as may be reasonably requested by the Company or the Company

that are consistent with the foregoing or that are necessary to give further effect thereto. Notwithstanding the foregoing, the Grantee

shall be permitted to establish a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that (y) such

plan does not provide for the transfer, sale or other disposal of Shares during the Post-Closing Lock-Up Period and (z) any public

announcement or filing with the SEC under the Exchange Act made by any person regarding the establishment of such plan during the Post-Closing

Lock-Up Period shall include a statement that the undersigned is not permitted to transfer, sell, or otherwise dispose of securities under

such plan during the Post-Closing Lock-Up Period in contravention of this Agreement.

b.             Notwithstanding

anything contained herein to the contrary, (i) 33.33% of the Shares subject to the restrictions set forth in Section 15(a) held

by the Grantee as of the Closing Date will be automatically released from the restrictions contained in Section 15(a) immediately

prior to the opening of The Nasdaq Global Market on the six-month anniversary of the Closing Date and (ii) 33.33% of the Shares subject

to the restrictions set forth in Section 15(a) held by the Grantee as of the Closing Date will be automatically released

from the restrictions contained in Section 15(a) immediately prior to the opening of The Nasdaq Global Market on the

nine-month anniversary of the Closing Date.

c.             Notwithstanding

anything contained herein to the contrary, if, prior to the expiration of the Post-Closing Lock-Up Period, the Company consents at its

discretion to release any of the Shares or any securities convertible into, exchangeable for or that represent the right to receive Shares

(such options, warrants or other securities, collectively, “Derivative Instruments”), held by any directors,

officers, stockholders of 5.0% or more of the then outstanding Shares that has delivered a lock-up agreement to the Company in connection

with the Transactions, other than the Grantee, from the restrictions described herein (any such release being a “Triggering

Release” and such party receiving such release being a “Triggering Release Party”), then a number

of the Grantee’s Shares subject to this Agreement shall also be released from the restrictions set forth herein on the same terms

on a pro rata basis, such number of the Grantee’s Shares being the total number of Shares held by the Grantee on the date of the

Triggering Release that are subject to this Agreement multiplied by a fraction, the numerator of which shall be the number of Shares and

Derivative Instruments released pursuant to the Triggering Release and the denominator of which shall be the total number of Shares and

Derivative Instruments held by the Triggering Release Party on such date that were subject to a lock-up restriction (e.g., restrictions

similar to this Section 15) immediately prior to such release.

d.             If

any transfer of Shares is made or attempted contrary to the provisions of this Agreement, such purported transfer shall be null and void

ab initio, and the Company shall refuse to recognize any such purported transferee of the Shares as one of its equity holders for

any purpose. In order to enforce this Section 15, the Company may impose stop-transfer instructions with respect to the Shares

of the Grantee (and Permitted Transferees and assigns thereof) until the end of the Post-Closing Lock-Up Period.

16.           Law

Governing. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Delaware (excluding

any conflict of laws rule or principle of Delaware law that might refer the governance, construction, or interpretation of this Agreement

to the laws of another state).

17.           No

Right to Continue Service or Employment. Nothing herein shall be construed to confer upon the Grantee the right to continue in the

employ or to provide services to the Company or any Affiliate, whether as an employee, officer, consultant, independent contractor, or

director, or to interfere with or restrict in any way the right of the Company or any Affiliate to discharge the Grantee as a Service

Provider at any time.

18.           Legal

Construction. In the event that any one or more of the terms, provisions, or agreements that are contained in this Agreement shall

be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect for any reason, the invalid, illegal,

or unenforceable term, provision, or agreement shall not affect any other term, provision, or agreement that is contained in this Agreement,

and this Agreement shall be construed in all respects as if the invalid, illegal, or unenforceable term, provision, or agreement had never

been contained herein.

19.           Covenants

and Agreements as Independent Agreements. Each of the covenants and agreements that are set forth in this Agreement shall be construed

as a covenant and agreement independent of any other provision of this Agreement. The existence of any claim or cause of action of the

Grantee against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the

Company of the covenants and agreements that are set forth in this Agreement.

20.           Entire

Agreement. This Agreement supersedes any and all other prior understandings and agreements, either oral or in writing, between the

parties with respect to the subject matter hereof and constitute the sole and only agreements between the parties with respect to the

said subject matter. All prior negotiations and agreements between the parties with respect to the subject matter hereof are merged into

this Agreement. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise,

have been made by any party or by anyone acting on behalf of any party, which are not embodied in this Agreement and that any agreement,

statement, or promise that is not contained in this Agreement shall not be valid or binding or of any force or effect.

21.           Parties

Bound. The terms, provisions, and agreements that are contained in this Agreement shall apply to, be binding upon, and inure to the

benefit of the parties and their respective heirs, executors, administrators, legal representatives, and permitted successors and assigns,

subject to the limitation on assignment expressly set forth herein. No person shall be permitted to acquire any Awarded Shares without

first executing and delivering an agreement in the form satisfactory to the Company making such person or entity subject to the restrictions

on transfer contained herein.

22.           Modification.

No change or modification of this Agreement shall be valid or binding upon the parties unless the change or modification is in writing

and signed by the parties hereto.

23.           Headings.

The headings that are used in this Agreement are used for reference and convenience purposes only and do not constitute substantive matters

to be considered in construing the terms and provisions of this Agreement.

24.           Gender

and Number. Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular

number shall be held to include the plural, and vice versa, unless the context requires otherwise.

25.           Notice.

Any notice required or permitted to be delivered hereunder shall be deemed to be delivered only when actually received by the Company

or by the Grantee, as the case may be, at the addresses set forth below, or at such other addresses as they have theretofore specified

by written notice delivered in accordance herewith:

a.             Notice

to the Company shall be addressed and delivered as follows:

Suncrete, Inc.

817 E. 4th Street

Tulsa, OK 74120

Attention: Corporate Secretary

b.             Notice

to the Grantee shall be addressed and delivered to the most recent address in the Company’s records.

26.           Tax

Requirements. The Grantee is hereby advised to consult immediately with the Grantee’s own tax advisor regarding the tax consequences

of this Agreement, the method and timing for filing an election to include this Agreement in income under Section 83(b) of

the Code, and the tax consequences of such election. By execution of this Agreement, the Grantee agrees that if the Grantee makes such

an election, the Grantee shall provide the Company with written notice of such election in accordance with the regulations promulgated

under Section 83(b) of the Code. The Company and its subsidiaries (for purposes of this Section 26, the term

“Company” shall be deemed to include any applicable subsidiary of the Company) shall require the Grantee receiving

Awarded Shares issued pursuant to this Agreement to pay the Company the amount of any taxes that the Company is required to withhold in

connection with the Grantee’s income arising with respect to the Awarded Shares. Such payments shall be required to be made when

requested by the Company and may be required to be made prior to the delivery of any certificate representing Shares or the registration

of the Shares. Such payment may be made by (a) the delivery of cash to the Company in an amount that equals or exceeds (to avoid

the issuance of fractional shares under (c) below) the required tax withholding obligations of the Company; (b) with the consent

of the Company, the actual delivery by the Grantee to the Company of shares of Common Stock, which shares so delivered have an aggregate

Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares under (c) below) the required tax withholding

payment; (c) with the consent of the Company, the Company’s withholding of a number of shares to be delivered upon the vesting

of this Award, which shares so withheld have an aggregate Fair Market Value that equals (but does not exceed) the required tax withholding

payment; and (d) combination of (a), (b), or (c). If the Grantee does not make appropriate arrangements for the satisfaction of such

tax withholding obligations, the Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise

paid by the Company to the Grantee.

[Remainder of Page Intentionally Left Blank;

Signature Page Follows.]

IN WITNESS WHEREOF, the Company

has caused this Agreement to be executed by its duly authorized officer, and the Grantee, to evidence its consent and approval of all

the terms hereof, has duly executed this Agreement, as of the date specified in Section 1 hereof.

COMPANY:

SUNCRETE, INC.

By:

Name:

Title:

GRANTEE:

By:

Name:

EX-10.15 — EXHIBIT 10.15

EX-10.15

Filename: tm2611641d1_ex10-15.htm · Sequence: 16

Exhibit 10.15

Restricted Stock Unit Award

SUNCRETE, INC.

2026 Omnibus

INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD CERTIFICATE

THIS IS TO CERTIFY that

Suncrete, Inc., a Delaware corporation (the “Company”), has granted you (the “Participant”)

hypothetical units of Class A Common Stock (“Restricted Stock Units”) under the Company’s 2026 Omnibus

Incentive Plan (the “Plan”), as follows:

Name

of Participant:

Address

of Participant:

Number of Restricted Stock Units:

Date

of Grant:

Vesting Commencement Date:

Settlement Date:

Vesting Schedule:

Date

Percentage/Number

of Vested Shares

By your signature and the signature of the Company’s

representative below, you and the Company agree to be bound by all of the terms and conditions of the accompanying Restricted Stock Unit

Award Agreement and the Plan (both incorporated herein by this reference as if set forth in full in this document). By executing this

Certificate, you hereby irrevocably elect to accept the Restricted Stock Unit rights granted under this Certificate and the related Restricted

Stock Unit Award Agreement and to receive the Restricted Stock Units designated above subject to the terms of the Plan, this Certificate,

and the Award Agreement.

PARTICIPANT

SUNCRETE, INC.

By:

Name:

Andrew Heyer, an individual

Title:

Dated:

Dated:

Suncrete, Inc. 2026 Omnibus Incentive Plan

Restricted Stock Unit Award Agreement

SUNCRETE INC.

2026 Omnibus

INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

This Restricted Stock Unit

Award Agreement (the “Agreement”), is entered into on the Date of Grant, subject to the Participant’s acceptance

of the terms of the Agreement evidenced by the Participant’s signature on the Restricted Stock Unit Award Certificate accompanying

this Agreement (the “Certificate”), by and between Suncrete, Inc., a Delaware corporation (the “Company”),

and the Participant named in the Certificate.

Under the Suncrete, Inc.

2026 Omnibus Incentive Plan (the “Plan”), the Administrator has authorized the grant to the Participant of the number

of Restricted Stock Units set forth in the Certificate (the “Award”), under the terms and subject to the conditions

set forth in this Agreement, the Certificate, and the Plan. Capitalized terms not otherwise defined herein have the meanings ascribed

to them in the Plan.

NOW, THEREFORE, in consideration

of the premises and the benefits to be derived from the mutual observance of the covenants and promises contained in this Agreement and

other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.            Basis

for Award. This Award is granted under the Plan for valid consideration provided to the Company by the Participant. By the Participant’s

execution of the Certificate, the Participant agrees to accept the Award rights granted under the Certificate and this Agreement and

to receive the Restricted Stock Units designated in the Certificate subject to the terms of the Plan, the Certificate, and this Agreement.

2.            Restricted

Stock Units Awarded. The Company hereby awards and grants to the Participant the number of Restricted Stock Units set forth in the

Certificate. Each Restricted Stock Unit represents a right to receive one Share (or the cash equivalent) from the Company, and any Dividend

Equivalents (as defined below) credited to the Participant’s Restricted Stock Unit Account (as defined below) with respect to that

Share, upon vesting of the Restricted Stock Unit as provided in Section 3 below. Vested Restricted Stock Units will be settled as

provided in Section 5 below. The Company shall establish and maintain an account (the “Restricted Stock Unit Account”)

for the Participant and will credit that account for the number of Restricted Stock Units granted to the Participant and for any Dividend

Equivalents as provided in Section 4 below. The value of each Restricted Stock Unit on any given date will equal the Fair Market

Value of one Share on that date.

3.            Vesting.

The Restricted Stock Units will vest in accordance with the Vesting Schedule set forth in the Certificate, on condition that the Participant

is in Continuous Service on each vesting date, except as otherwise provided herein. If the Participant ceases Continuous Service by the

Company for Cause, the Participant will immediately forfeit all unvested Restricted Stock Units and any Dividend Equivalents credited

to the Restricted Stock Unit Account. If the Participant ceases Continuous Service for any other reason (including, without limitation,

due to the Participant’s death or Disability) all unvested Restricted Stock Units and any Dividend Equivalents credited to the

Restricted Stock Unit Account shall immediately become fully vested Restricted Stock Units and Dividend Equivalents. In addition, upon

the occurrence of a Change in Control, all unvested Restricted Stock Units and any Dividend Equivalents credited to the Restricted Stock

Unit Account shall immediately become fully vested Restricted Stock Units and Dividend Equivalents.

4.            Dividend

Equivalents. If the Company pays any cash dividend on its outstanding Common Stock for which the record date occurs after the Date

of Grant, the Administrator will credit the Participant’s Restricted Stock Unit Account as of the dividend payment date in an amount

equal to the amount of the dividend paid by the Company on a single Share multiplied by the number of unvested Restricted Stock Units

under this Award as of that record date (“Dividend Equivalents”). Dividend Equivalents will be subject to the vesting

requirements of Section 3 of this Agreement. No Dividend Equivalent will vest or be paid to the Participant unless and until the

corresponding Restricted Stock Unit vests and is settled.

Suncrete, Inc. 2026 Omnibus Incentive Plan

Restricted Stock Unit Award Agreement

Page 2

5.            Settlement.

Subject to Section 13(i), the Company will settle the Restricted Stock Units on the Settlement Date or Dates set forth in the Certificate

by issuing to the Participant one Share for each Restricted Stock Unit that has satisfied all vesting requirements on that Settlement

Date and cash in the amount of any Dividend Equivalents credited to the Restricted Stock Unit Account with respect to that Share. On

settlement, the Restricted Stock Units, and any related Dividend Equivalents, will cease to be credited to the Restricted Stock Unit

Account. If the Certificate does not specify a Settlement Date, the applicable Settlement Date will be the applicable vesting date set

forth in the Vesting Schedule. Subject to the satisfaction of the withholding provisions in Section 8 below, the Administrator will

cause the Shares to be issued to the Participant on the applicable Settlement Date either by an appropriate entry in the books of the

Company or of the Company’s transfer agent or by delivery of a stock certificate, and will cause cash to be delivered in the amount

of any Dividend Equivalents credited to the Restricted Stock Unit Account with respect to such Shares, free of all restrictions hereunder,

except for applicable securities laws restrictions, and will enter the Participant’s name as stockholder of record with respect

to such Shares on the books of the Company. The Participant acknowledges and agrees that Shares may be issued in electronic form as a

book entry with the Company’s transfer agent and no physical certificates need be issued.

6.            Restrictions

on Transfer. Until the applicable Settlement Date, the Restricted Stock Units and any related Dividend Equivalents credited to the

Restricted Stock Unit Account may not be pledged, hypothecated or transferred in any manner other than by will or by the applicable laws

of descent and distribution, or if approved in writing by the Administrator, by gift or domestic relations order to a Permitted Transferee,

provided that the Restricted Stock Units and any related Dividend Equivalents credited to the Restricted Stock Unit Account will remain

subject to the terms of the Plan, the Certificate, and this Agreement.

7.            Compliance

with Laws and Regulations. The issuance and transfer of Common Stock on any Settlement Date is subject to the Company’s and

the Participant’s full compliance, to the satisfaction of the Company and its counsel, with all applicable requirements of federal,

state and foreign securities laws and with all applicable requirements of any securities exchange on which the Common Stock may be listed

at the time of issuance or transfer. The Participant understands that the Company is under no obligation to register or qualify the Shares

with the Securities and Exchange Commission, any state securities commission, foreign securities regulatory authority or any securities

exchange to effect such compliance.

8.            Tax

Withholding. As a condition to settlement under Section 5, on or before the date on which any of the Restricted Stock Units

vest the Participant must pay to the Company any federal, state or local taxes required by law to be withheld with respect to the Restricted

Stock Units, and any Dividend Equivalents then credited to the Restricted Stock Unit Account, that vest. In addition to the Company’s

right to withhold from any compensation otherwise payable to the Participant by the Company, the Participant may provide for payment

of withholding taxes in full by (a) cash or check; (b) requesting that the Company withhold a number of Shares from the Shares

otherwise issuable on the Settlement Date, the Fair Market Value of which does not exceed either the maximum statutory tax rates in the

Participant’s applicable jurisdictions or the amount of tax required to be withheld by law, and in which case the Award will be

surrendered and cancelled with respect to the number of Shares retained by the Company (provided that to the extent such direction would

result in the Company withholding fractional Shares, the number of Shares to be withheld will be rounded down to the nearest whole Share

and the Participant must pay the remainder of the withholding obligation in cash or by check); or (c) one or more alternative methods

permitted by applicable law.

Suncrete, Inc. 2026 Omnibus Incentive Plan

Restricted Stock Unit Award Agreement

Page 3

9.            No

Right to Continued Service. Nothing in this Agreement or the Plan is intended to impose or may be deemed to impose, by implication

or otherwise, any limitation on any right of the Company or its Affiliates to terminate the Participant’s Continuous Service at

any time and for any reason or no reason.

10.          Representations

and Warranties of the Participant. The Participant represents and warrants to the Company as follows:

(a)            Acknowledgement

and Agreement to Terms of the Plan. The Participant acknowledges receipt of a copy of the Plan, the Certificate, this Agreement,

and the prospectus dated April 8, 2026 covering the Shares reserved for issuance under the Plan. The Participant has read and understands

the terms of the Plan, the Certificate, and this Agreement and agrees to be bound by their terms and conditions. The Participant acknowledges

that there may be adverse tax consequences on the vesting and settlement of the Restricted Stock Units and any Dividend Equivalents and

on disposition of any Shares received on settlement of the Restricted Stock Units, and that the Participant should consult a tax advisor

before such time. The Participant agrees to sign such additional documentation as the Company may reasonably require from time to time.

(b)            Compliance

with Securities Laws. The Participant understands and acknowledges that, notwithstanding any other provision of the Agreement to

the contrary, the issuance and holding of Shares is expressly conditioned on compliance with the Securities Act and all applicable federal,

state, and foreign securities laws. The Participant agrees to cooperate with the Company to ensure compliance with such laws.

11.          No

Interest in Company Assets. All amounts credited to the Participant’s Restricted Stock Unit Account under this Agreement will

continue for all purposes to be part of the general assets of the Company. The Participant’s interest in the Restricted Stock Unit

Account will make the Participant only a general, unsecured creditor of the Company.

12.          No

Stockholder Rights before Issuance. The Participant will have no right, title, or interest in, nor be entitled to vote or to receive

distributions in respect of, nor otherwise be considered the owner of, any of the Shares covered by the Restricted Stock Units until

the Shares are issued in accordance with Section 5.

13.          General

Terms.

(a)            Interpretation.

Any dispute regarding the interpretation of this Agreement must be submitted by the Participant or the Company to the Administrator for

review. The Administrator’s resolution of such dispute will be final, binding, and conclusive on the Company, the Participant,

and all other Persons with any interests related to this Award.

(b)            Entire

Agreement. This Agreement, the Certificate and the Plan constitute the entire agreement of the parties and supersede all prior undertakings

and agreements with respect to the subject matter hereof. In the event of a conflict or inconsistency between the terms and conditions

of this Agreement, the Certificate and the Plan, the Plan will govern.

Suncrete, Inc. 2026 Omnibus Incentive Plan

Restricted Stock Unit Award Agreement

Page 4

(c)            Modification.

This Agreement may be modified only in writing signed by both parties.

(d)            Notices.

Any notice required under this Agreement to be delivered to the Company must be in writing and addressed to the Corporate Secretary of

the Company at its principal corporate offices. Any notice required to be given or delivered to the Participant must be in writing and

addressed to the Participant at the address indicated on the Certificate or to such other address as the Participant designates in writing

to the Company. All notices will be deemed to have been delivered: (i) on personal delivery, (ii) five days after deposit in

the United States mail by certified or registered mail (return receipt requested), (iii) two business days after deposit with any

return receipt express courier (prepaid) or (iv) one business day after transmission by fax or email.

(e)            Successors

and Assigns. The Company may assign any of its rights under this Agreement. This Agreement will be binding on and inure to the benefit

of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein and in the Plan, this Agreement

is binding on the Participant and the Participant’s heirs, executors, administrators, legal representatives, successors, and assigns.

(f)             Governing

Law. This Agreement is governed by and to be construed in accordance with the laws of the State of Delaware without giving effect

to its conflict of law principles. If any provision of this Agreement is determined by a court of law to be illegal or unenforceable,

then that provision will be enforced to the maximum extent possible and the other provisions will remain fully effective and enforceable

in accordance with their respective terms.

(g)            Headings.

The headings that are used in this Agreement are used for reference and convenience purposes only and do not constitute substantive matters

to be considered in construing the terms and provisions of this Agreement.

(h)            Gender

and Number. Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the

singular number shall be held to include the plural, and vice versa, unless the context requires otherwise.

(i)             Section 409A.

The Award is intended to be exempt from or comply with the requirements of Section 409A of the Code and the rules and regulations

issued thereunder (“Section 409A”) and shall be construed accordingly. To the extent required to comply with

Section 409A, for purposes of this Agreement, Change in Control shall be limited to a “change in control event” as defined

in Section 409A and cessation of Continuous Service shall be limited to a “separation from service” as defined in Section 409A.

Notwithstanding any other provision of this Agreement, the Certificate, or the Plan to the contrary, with respect to any payments and

benefits to which Section 409A applies, if the Participant is a “specified employee,” within the meaning of Section 409A,

then to the extent necessary to avoid subjecting the Participant to the imposition of any additional tax under Section 409A, amounts

that would otherwise be payable during the six-month period immediately following the Participant’s “separation from service,”

within the meaning of Section 409A(a)(2)(A)(i), shall not be paid to the Participant during such period, but shall instead be accumulated

and paid to the Participant (or, in the event of the Participant’s death, the Participant’s estate) in a lump sum on the

first business day after the earlier of the date that is six months following the Participant’s separation from service or the

Participant’s death. Each payment hereunder shall be treated for all purposes as a separate payment.

Suncrete, Inc. 2026 Omnibus Incentive Plan

Restricted Stock Unit Award Agreement

Page 5

EX-10.19 — EXHIBIT 10.19

EX-10.19

Filename: tm2611641d1_ex10-19.htm · Sequence: 17

Exhibit 10.19

CERTAIN

INFORMATION, MARKED IN THIS EXHIBIT WITH BRACKETS, HAS BEEN EXCLUDED FROM THIS EXHIBIT IN RELIANCE ON REGULATION S-K, ITEM 601(B)(10)(IV) BECAUSE

SUCH INFORMATION IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS CONFIDENTIAL.

Execution Version

CONSENT AND SECOND AMENDMENT TO CREDIT AGREEMENT

AND

FIRST AMENDMENT TO SECURITY AND PLEDGE AGREEMENT

THIS CONSENT AND SECOND AMENDMENT

TO CREDIT AGREEMENT AND FIRST AMENDMENT TO SECURITY AND PLEDGE AGREEMENT (this “Amendment”), dated as of March 25,

2026 (the “Second Amendment Signing Date”), by and among Concrete Partners, LLC, a Delaware limited liability company

(the “Borrower”), the Guarantors, the banks listed on the signature pages hereof, and BANK OF AMERICA, N.A.,

as Administrative Agent, Swingline Lender and L/C Issuer (in its capacity as Administrative Agent, the “Administrative Agent”).

BACKGROUND

A.            The

Borrower, the Lenders, the Guarantors and the Administrative Agent are parties to that certain Credit Agreement, dated as of July 29,

2024, as amended by that certain First Amendment and Commitment Increase to Credit Agreement, dated as of October 17, 2025 (as amended,

modified or supplemented as of the Second Amendment Signing Date, prior to giving effect to the amendments set forth in Sections 2 and

3 hereof, the “Existing Credit Agreement” and as further amended, modified or supplemented as of the Second Amendment Effective

Date, the “Amended Credit Agreement”; the term “Credit Agreement” shall mean either the Existing

Credit Agreement or the Amended Credit Agreement, as applicable; and the terms defined in the Credit Agreement and not otherwise defined

herein shall be used herein as defined in the Credit Agreement).

B.            The

Borrower advised the Administrative Agent that Holdings has entered into that certain Business Combination Agreement, dated as of October 9,

2025, by and among Holdings, Haymaker Acquisition Corp. 4 (“SPAC”), Haymaker Merger Sub I, Inc. (“Merger

I Sub”), Haymaker Merger Sub II, LLC (“Merger II Sub”) and Suncrete, Inc. (“Pubco”)

(as amended, restated, supplemented or otherwise modified from time to time, the “De-SPAC Combination Agreement”).

C.            Upon

the terms and conditions of the De-SPAC Combination Agreement, on or about the De-SPAC Closing Date (as defined in the De-SPAC Combination

Agreement), (i) SPAC will transfer by way of continuation out of its jurisdiction of incorporation from the Cayman Islands and domesticate

into the State of Delaware (the “Domestication”); (ii) immediately following the Domestication, Merger I Sub

will merge with and into SPAC (the “Initial Merger”), with SPAC surviving the Initial Merger as a wholly owned subsidiary

of Pubco; and (iii) immediately following the Initial Merger, Merger II Sub will merge with and into Holdings (the “Acquisition

Merger” and, together with the Initial Merger, the “Mergers”, and together with the Domestication and all

other transactions contemplated by the De-SPAC Combination Agreement, and as expressly described in the Amended Credit Agreement and

this Amendment with respect to such transactions, the “De-SPAC Transaction”), with Holdings surviving the Acquisition

Merger as a wholly owned subsidiary of Pubco.

D.            The

Borrower, the Grantors party thereto (as defined therein), and the Administrative Agent are parties to that certain Security and Pledge

Agreement, dated as of July 29, 2024 (as amended, modified, or supplemented, the “Security Agreement”).

E.            The

Borrower has requested that the Required Lenders (i) consent to the De-SPAC Transaction and (ii) amend the Existing Credit

Agreement and Security Agreement in connection therewith, as more fully set forth herein.

NOW, THEREFORE, in consideration

of the covenants, conditions and agreements hereafter set forth, and for other good and valuable consideration, the receipt and adequacy

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

1.            CONSENT.

Subject to the terms and conditions set forth herein, on the Second Amendment Signing Date, the Lenders party hereto (which constitute

Required Lenders) hereby:

(i) consent to the consummation

of the De-SPAC Transaction, including the Domestication, the Initial Merger, and the Acquisition Merger, and performance of the De-SPAC

Combination Agreement and all schedules, exhibits and ancillary agreements thereto;

(ii) consent to the amendment

of the Management Agreement in the form attached as Exhibit E to the De-SPAC Combination Agreement;

(iii) consent to the redemption

and cancellation of the Senior Preferred Equity pursuant to Section 3.01(b)(iii) of the De-SPAC Combination Agreement, so long

as any payment made in connection with such cancellation and redemption is comprised solely of proceeds and/or issuances made in connection

with the De-SPAC Transaction;

(iv) consent to the cancellation

and conversion of certain other Equity Interests of Holdings in accordance with Section 3.01 of the De-SPAC Combination Agreement;

(v) consent to the issuance of

the Dothan Independent Closing Shares, the Dothan Founder Shares (as each such term is defined in the De-SPAC Combination Agreement)

and all other issuances of Equity Interests necessary or desirable to consummate the in accordance with the De-SPAC Combination Agreement,

including, without limitation the adoption of and issuances pursuant to the Omnibus Incentive Plan and the ESPP (as each such term is

defined in the De-SPAC Combination Agreement);

(vi) consent to the PIPE Investment

(as defined in the De-SPAC Combination Agreement) and any additional shares issued on substantially similar terms as the PIPE Investment

through the De-SPAC Closing Date, pursuant to which certain investors shall subscribe for and purchase shares of Class A common

stock of Pubco, in accordance with the Subscription Agreements referenced in the De-SPAC Combination Agreement;

(viii) consent to the adoption

and filing of any amendments to the organizational documents of any Loan Party as may be required to consummate the De-SPAC Transaction,

including, without limitation, (y) the adoption of the Amended and Restated Certificate of Incorporation of Suncrete and the Amended

and Restated Bylaws of Suncrete, substantially in the forms attached as Exhibits A and B to the De-SPAC Combination Agreement, and (z) the

adoption of the Second Amended and Restated Limited Liability Company Agreement of Holdings;

Consent and Second Amendment to Credit Agreement and First Amendment to Pledge and Security Agreement – Page 2

(ix) consent to Holdings and SPAC

entering into and performing their respective obligations under one or more non-redemption agreements in connection with the De-SPAC

Transaction by and among Holdings and/or SPAC and certain shareholders wherein Holdings and/or SPAC may make payments or other exchange

of one-time cash or non-cash consideration to such shareholders in exchange for, among other things, such shareholders waiving their

redemption rights on and prior to the De-SPAC Closing Date (as defined in the De-SPAC Combination Agreement) as set forth in such agreements,

provided that such consideration shall not exceed $10,000,000 in the aggregate (or such higher figure as Administrative Agent may agree

in its sole discretion); and

(x) consent to any other actions

reasonably necessary or appropriate to consummate the De-SPAC Transaction in accordance with the terms of the De-SPAC Combination Agreement.

Notwithstanding the foregoing, the

provisions of this Section 1 shall automatically terminate and be of no further force or effect if the De-SPAC Transaction shall

not have been consummated on or before June 30, 2026.

2.            AMENDMENTS

TO CREDIT AGREEMENT. Subject to the terms and conditions set forth in Section 5(b) below, as of the Second Amendment Effective

Date,

(a)            the

Existing Credit Agreement (excluding the Schedules and Exhibits thereto) is hereby amended in its entirety and replaced with the document

attached hereto as Annex I.

(b)            Exhibit C

to the Existing Credit Agreement is hereby amended in its entirety and replaced with the form of Exhibit C attached to Annex

II.

3.            AMENDMENTS

TO SECURITY AGREEMENT. Subject to the terms and conditions set forth in Section 5(b) below, as of the Second Amendment

Effective Date, the first paragraph of the definition of “Pledged Equity” set forth in Section 1 of the Security Agreement

is hereby amended and restated to read as follows:

“Pledged

Equity” means, with respect to each Grantor, 100% of the issued and outstanding Equity Interests of each Subsidiary of Pubco

that is directly and wholly-owned by such Grantor, including the Equity Interests of the Subsidiaries owned by such Grantor as set forth

on Schedule 5.21(f) to the Credit Agreement (as updated from time to time in accordance with the Credit Agreement), in each case

together with the certificates (or other agreements or instruments), if any, representing such shares, and all options and other rights,

contractual or otherwise, with respect thereto, including, but not limited to, the following:

Consent and Second Amendment to Credit Agreement and First Amendment to Pledge and Security Agreement – Page 3

4.            REPRESENTATIONS

AND WARRANTIES TRUE; NO EVENT OF DEFAULT.

By its execution and delivery hereof, each Loan

Party represents and warrants that, as of the Second Amendment Signing Date:

(a)            prior

to giving effect to the amendments set forth in Sections 2 and 3 hereof, the representations and warranties of the Borrower and each

other Loan Party contained in the Existing Credit Agreement and the other Loan Documents that are subject to materiality or Material

Adverse Effect qualifications are true and correct in all respects on and as of the Second Amendment Signing Date, as made on and as

of such date, and the representations and warranties contained in the Existing Credit Agreement and the other Loan Documents that are

not subject to materiality or Material Adverse Effect qualifications are true and correct in all material respects on and as of the Second

Amendment Signing Date, as made on and as of such date, except (i) in each case to the extent that such representations and warranties

specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and (ii) that the representations

and warranties contained in Sections 5.05(a) and (b) of the Existing Credit Agreement shall be deemed to

refer to the most recent financial statements furnished pursuant to Sections 6.01(a) and (b), respectively, of

the Existing Credit Agreement;

(b)            no

event has occurred and is continuing which constitutes a Default or Event of Default;

(c)            (i) the

Borrower and the other Loan Parties have the full power and authority to execute and deliver this Amendment; (ii) this Amendment

has been duly executed and delivered by the Borrower and the other Loan Parties and (iii) this Amendment and the Existing Credit

Agreement, constitute the legal, valid and binding obligations of the Loan Parties, enforceable in accordance with their respective terms,

subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and

subject to general principals of equity;

(d)            neither

the execution, delivery and performance of this Amendment or the Existing Credit Agreement, prior to giving effect to the amendments

set forth in Sections 2 and 3 hereof, will (i) contravene the terms of any of the Loan Parties’ Organization Documents; (ii) conflict

with or result in any breach or contravention of, or the creation of (or the requirement to create) any Lien under, or require any payment

to be made under (A) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such

Person or any of its Subsidiaries, or (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral award

to which such Person or its property is subject; or (iii) violate any Applicable Law; and

By its execution and delivery

hereof, each Loan Party represents and warrants that, as of the Second Amendment Effective Date:

(e)            the

representations and warranties of the Borrower and each other Loan Party contained in the Credit Agreement and the other Loan Documents

that are subject to materiality or Material Adverse Effect qualifications are true and correct in all respects on and as of the Second

Amendment Effective Date, as made on and as of such date, and the representations and warranties contained in the Credit Agreement and

the other Loan Documents that are not subject to materiality or Material Adverse Effect qualifications are true and correct in all material

respects on and as of the Second Amendment Effective Date, as made on and as of such date, except (i) in each case to the extent

that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such

earlier date, and (ii) that the representations and warranties contained in Sections 5.05(a) and (b) of

the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Sections 6.01(a) and

(b), respectively, of the Credit Agreement;

Consent and Second Amendment to Credit Agreement and First Amendment to Pledge and Security Agreement – Page 4

(f)             no

event has occurred and is continuing which constitutes a Default or Event of Default;

(g)            (i) the

Borrower and the other Loan Parties have the full power and authority to execute and deliver this Amendment; (ii) this Amendment

has been duly executed and delivered by the Borrower and the other Loan Parties and (iii) this Amendment and the Credit Agreement,

as amended hereby constitute the legal, valid and binding obligations of the Loan Parties, enforceable in accordance with their respective

terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally

and subject to general principals of equity;

(h)            neither

the execution, delivery and performance of this Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions

contemplated herein or therein, will (i) contravene the terms of any of the Loan Parties’ Organization Documents; (ii) conflict

with or result in any breach or contravention of, or the creation of (or the requirement to create) any Lien under, or require any payment

to be made under (A) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such

Person or any of its Subsidiaries, or (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral award

to which such Person or its property is subject; or (iii) violate any Applicable Law; and

(i)            no

approval, consent, exemption, authorization or other action by, notice to, or filing with, any Governmental Authority or other Person

not previously obtained is necessary or required in connection with (i) the execution, delivery or performance by, or enforcement

against, any Loan Party of this Amendment or (ii) the consummation of the De-SPAC Transaction.

5.            CONDITIONS

OF THE SECOND AMENDMENT SIGNING DATE AND SECOND AMENDMENT EFFECTIVE DATE.

(a)            The

effectiveness of this Amendment (other than the amendments set forth in Sections 2 and 3 hereof) is subject to the satisfaction of the

following conditions and this Amendment shall become effective at the time at which such conditions are satisfied (such date, the “Second

Amendment Signing Date”):

(i)             the

Administrative Agent shall have received counterparts of this Amendment executed by each Loan Party and the Required Lenders;

(ii)            the

representations and warranties set forth in Section 4(a) – (d) of this Amendment shall be true and correct; and

Consent and Second Amendment to Credit Agreement and First Amendment to Pledge and Security Agreement – Page 5

(iii)            the

Administrative Agent shall have received (i) a certificate of the Borrower dated as of the Second Amendment Signing Date (in sufficient

copies for each Lender) signed by a Responsible Officer of the Borrower (A) certifying and attaching the resolutions adopted by

the Borrower approving the Amendment and authorizing the execution, delivery and performance of this Amendment, and (B) certifying

that, prior to giving effect to the amendments set forth in Sections 2 and 3 hereof, (x) the representations and warranties contained

in Article V of the Existing Credit Agreement and the other Loan Documents that are subject to materiality and Material Adverse

Effect qualifications are true and correct in all respects and the representations and warranties contained in Article V

of the Existing Credit Agreement and the other Loan Documents that are not subject to materiality or Material Adverse Effect qualifications

are true and correct in all material respects, on and as of the Second Amendment Signing Date, except to the extent that such representations

and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that

the representations and warranties contained in Sections 5.05(a) and (b) of the Credit Agreement shall be

deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b) of the Credit

Agreement, respectively, and (y) no Default exists and (ii) a certificate of each other Loan Party dated as of the Second Amendment

Signing Date (in sufficient copies for each Lender) signed by a Responsible Officer of each such Loan Party certifying and attaching

the resolutions adopted by each such Loan Party consenting to the Amendment and authorizing the execution, delivery and performance of

this Amendment; and

(b)            The

effectiveness of the amendments set forth in Section 2 and 3 of this Amendment are subject to the satisfaction of the following

conditions and shall be effective at the time at which such conditions are satisfied (such date, the “Second Amendment Effective

Date”):

(i)            the

Administrative Agent shall have received (i) a certificate of the Borrower dated as of the Second Amendment Effective Date (in sufficient

copies for each Lender) signed by a Responsible Officer of the Borrower certifying that, before and after giving effect to the amendments

set forth in Section 2 and 3 of this Amendment, (x) the representations and warranties contained in Article V of

the Credit Agreement and the other Loan Documents that are subject to materiality and Material Adverse Effect qualifications are true

and correct in all respects and the representations and warranties contained in Article V of the Credit Agreement and the

other Loan Documents that are not subject to materiality or Material Adverse Effect qualifications are true and correct in all material

respects, on and as of the Second Amendment Effective Date, except to the extent that such representations and warranties specifically

refer to an earlier date, in which case they are true and correct as of such earlier date, and except that the representations and warranties

contained in Sections 5.05(a) and (b) of the Credit Agreement shall be deemed to refer to the most recent

statements furnished pursuant to Sections 6.01(a) and (b) of the Credit Agreement, respectively, (y) no

Default exists and (z) all other representations and warranties set forth in Section 4 of this Amendment are true and correct;

(ii)            the

Administrative Agent shall have received a favorable opinion of counsel to the Borrower covering the matters set forth in Sections 4(g),

4(h) (including no-conflict with the De-SPAC Combination Agreement and all documents delivered in connection therewith) and Section 4(i) hereof;

Consent and Second Amendment to Credit Agreement and First Amendment to Pledge and Security Agreement – Page 6

(iii)            the

Administrative Agent shall have received the following with respect to Pubco and SPAC: (1) a Joinder Agreement executed by a Responsible

Officer; (2) an Officer’s Certificate, certifying as to (A) the Organization Documents of such entity (which, to the

extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), (B) the resolutions

of the governing body of such entity, (C) the good standing, existence or its equivalent of such entity, and (D) the incumbency

(including specimen signatures) of the Responsible Officers of such entity; (3) copies of insurance policies, declaration pages,

certificates, and endorsements of insurance or insurance binders evidencing liability, casualty, property, terrorism and business interruption

insurance with respect to such entities meeting the requirements set forth herein or in the Collateral Documents or as required by the

Administrative Agent; (4) the Administrative Agent shall have received completed UCC financing statements for each appropriate jurisdiction

as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in

the Collateral of the Pubco and SPAC; and (5) updates to Schedules 5.10, 5.12, 5.20(a), 5.20(b), 5.21(b)(i),

5.21(b)(ii), 5.21(c), 5.21(d)(i), 5.21(d)(ii), 5.21(e), 5.21(f), 5.21(g) and 5.21(h) in

accordance with Section 6.14 of the Credit Agreement.

(iv)            the

Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent, (i) (A) searches

of UCC filings in the jurisdiction of incorporation or formation, as applicable, of Pubco and SPAC, copies of the financing statements

on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy

searches on Pubco and SPAC, and (ii) searches of ownership of Intellectual Property of Pubco and SPAC in the appropriate governmental

offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s

security interest in such Collateral;

(v)            the

Administrative Agent shall have received a Solvency Certificate signed by a Responsible Officer of the Borrower as to the financial condition,

solvency and related matters of the Pubco and its Subsidiaries, after giving effect to this Amendment and the transactions contemplated

hereby;

(vi)            upon

the reasonable request of any Lender made at least seven (7) days prior to the Second Amendment Effective Date, the Borrower shall

have provided to such Lender at least three (3) Business Days prior to the Second Amendment Effective Date, and such Lender shall

be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer”

and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, and any Loan Party that qualifies

as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to each Lender that so requests,

a Beneficial Ownership Certification in relation to such Loan Party;

(vii)            the

Administrative Agent shall have received evidence that all members, boards of directors, governmental, shareholder and third party consents

and approvals necessary, or, in the opinion of the Administrative Agent, desirable, in connection with (i) this Amendment or the

Credit Agreement, as amended hereby, (ii) the consummation of the De-SPAC Transactions pursuant to the De-SPAC Combination Agreement

and (iii) any transactions contemplated herein or therein, have been obtained, and all applicable waiting periods shall have expired

without any action being taken by any authority that could restrain, prevent or impose any material adverse condition on the Loan Parties

and their Subsidiaries or such transactions, or that could seek or threaten any of the foregoing, and no law or regulation shall be applicable

which, in the reasonable judgment of the Administrative Agent, could have such effect;

Consent and Second Amendment to Credit Agreement and First Amendment to Pledge and Security Agreement – Page 7

(viii)          the

Administrative Agent shall have received executed copies of the De-SPAC Combination Agreement (and all schedules thereto), and all material

Ancillary Agreements (as defined in the De-SPAC Combination Agreement), which in each case shall be form and substance reasonably satisfactory

to Administrative Agent. All conditions precedent to the De-SPAC Transaction shall have been met and the transactions under the De-SPAC

Combination Agreement shall have been consummated in accordance with all applicable requirements of Law and the terms of the De-SPAC

Combination Agreement, as applicable (without any amendment, modification or waiver of any of the provisions thereof that would be materially

adverse to the Lenders or Administrative Agent without the prior written consent of Administrative Agent);

(ix)            the

Administrative Agent shall have received an amended and restated Management Fee Subordination Agreement executed by the Management Entity,

Borrower and Pubco, in form and substance satisfactory to the Administrative Agent;

(x)             unless

waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative

Agent directly to such counsel to the extent invoiced prior to or on the Second Amendment Effective Date;

(xi)            since

December 31, 2024, there shall not have occurred any event or condition that has had or could reasonably be expected to have, either

individually or in the aggregate, a Material Adverse Effect;

(xii)            the

Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent and its counsel, such other

documents, certificates and instruments as the Administrative Agent shall reasonably require;

(xiii)           the

Second Amendment Signing Date shall have occurred; and

(xiv)          the

De-SPAC Transaction shall have been consummated prior to June 30, 2026.

6.            GUARANTOR’S

ACKNOWLEDGMENT. By signing below, each Guarantor (i) acknowledges, consents and agrees to the execution, delivery and performance

by the Borrower of this Amendment, (ii) ratifies and confirms all of its obligations and liabilities under the Guaranty and the

Loan Documents to which it is a party and ratifies and confirms that such obligations and liabilities extend to and continue in effect

with respect to, and continue to guarantee and secure the Secured Obligations; (iii) acknowledges and agrees that its obligations

in respect of its Guaranty are not released, diminished, waived, modified, impaired or affected in any manner by this Amendment, or any

of the provisions contemplated herein and (iv) acknowledges and agrees that as of the Second Amendment Signing Date and the Second

Amendment Effective Date, such Guarantor (a) does not have any claim or cause of action against the Administrative Agent or any

Lender (or any of their respective directors, officers, employees, agents, attorneys or other representatives) under or in connection

with its Guaranty and the other Loan Documents to which it is a party and (b) has no offsets against, or defenses or counterclaims

to, its Guaranty.

Consent and Second Amendment to Credit Agreement and First Amendment to Pledge and Security Agreement – Page 8

7.            REFERENCE

TO THE CREDIT AGREEMENT.

(a)            On

and after the Second Amendment Signing Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”,

or words of like import shall mean and be a reference to the Credit Agreement, as amended by this Amendment prior to giving effect to

the amendments set forth in Sections 2 and 3 hereof. On and after the Second Amendment Effective Date, each reference in the Credit Agreement

to “this Agreement”, “hereunder”, or words of like import shall mean and be a reference to the Credit Agreement,

as amended by this Amendment.

(b)            Except

as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise

affect the rights or remedies of the Administrative Agent or the Lenders under the Credit Agreement or any of the other Loan Documents,

and shall not alter, modify, amend, or in any way affect the terms, conditions, obligations, covenants, or agreements contained in the

Credit Agreement or the other Loan Documents, all of which are hereby ratified and affirmed in all respects and shall continue in full

force and effect.

8.            COSTS

AND EXPENSES. The Borrower shall be obligated to pay the costs and expenses of the Administrative Agent in connection with the preparation,

reproduction, execution and delivery of this Amendment and the other instruments and documents to be delivered hereunder in the manner

and subject to the limitations set forth in Section 11.04 of the Credit Agreement.

9.            EXECUTION

IN COUNTERPARTS. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts,

each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute

but one and the same instrument. For purposes of this Amendment, a counterpart hereof (or signature page thereto) signed and transmitted

by any Person party hereto to the Administrative Agent (or its counsel) by facsimile machine, telecopier or electronic mail is to be

treated as an original. The signature of such Person thereon, for purposes hereof, is to be considered as an original signature, and

the counterpart (or signature page thereto) so transmitted is to be considered to have the same binding effect as an original signature

on an original document.

10.            GOVERNING

LAW; BINDING EFFECT. THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN)

AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING

TO THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS

CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. This Amendment

shall be binding upon the Borrower and each Lender and their respective successors and assigns.

Consent and Second Amendment to Credit Agreement and First Amendment to Pledge and Security Agreement – Page 9

11.            HEADINGS.

Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this

Amendment for any other purpose.

12.            ENTIRE

AGREEMENT. THE CREDIT AGREEMENT, AS AMENDED BY THIS AMENDMENT, AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN

THE PARTIES AS TO THE SUBJECT MATTER THEREIN AND HEREIN AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT

ORAL AGREEMENTS BETWEEN THE PARTIES.

REMAINDER

OF PAGE LEFT INTENTIONALLY BLANK

Consent and Second Amendment to Credit Agreement and First Amendment to Pledge and Security Agreement – Page 10

IN

WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.

BORROWER:

CONCRETE

PARTNERS, LLC

By:

/s/

Tommy Wentroth

Name:

Tommy Wentroth

Title:

Chief Financial Officer

HOLDINGS:

CONCRETE

PARTNERS HOLDING, LLC

By:

/s/

Tommy Wentroth

Name:

Tommy Wentroth

Title:

Chief Financial Officer

[Signature Page to Consent and Second Amendment

to Credit Agreement and First Amendment to Pledge and Security Agreement (Concrete Partners)]

GUARANTORS:

EAGLE

CONCRETE HOLDINGS, LLC

By:

/s/

Tommy Wentroth

Name:

Tommy Wentroth

Title:

Chief Financial Officer

EAGLE

REDI-MIX CONCRETE, LLC

By:

/s/

Tommy Wentroth

Name:

Tommy Wentroth

Title:

Chief Financial Officer

RAM

TRANSPORTATION, LLC

By:

/s/

Tommy Wentroth

Name:

Tommy Wentroth

Title:

Chief Financial Officer

SCHWARZ

SAND, LLC

By:

/s/

Tommy Wentroth

Name:

Tommy Wentroth

Title:

Chief Financial Officer

[Signature Page to Consent and Second Amendment

to Credit Agreement and First Amendment to Pledge and Security Agreement (Concrete Partners)]

BANK

OF AMERICA, N.A.,

as

Administrative Agent

By:

/s/

Carolyn LaBatte-Leavitt

Name:

Carolyn LaBatte-Leavitt

Title:

Vice President

[Signature Page to Consent and Second Amendment

to Credit Agreement and First Amendment to Pledge and Security Agreement (Concrete Partners)]

BANK

OF AMERICA, N.A.,

as

a Lender, L/C Issuer and Swingline Lender

By:

/s/

Desaree G. Lopez

Name:

Desaree G. Lopez

Title:

Senior Vice President

[Signature Page to Consent and Second Amendment

to Credit Agreement and First Amendment to Pledge and Security Agreement (Concrete Partners)]

PNC

BANK, NATIONAL ASSOCIATION,

as

a Lender

By:

/s/

Jacob Mandel

Name:

Jacob Mandel

Title:

Vice President

[Signature Page to Consent and Second Amendment

to Credit Agreement and First Amendment to Pledge and Security Agreement (Concrete Partners)]

CAPITAL

ONE, NATIONAL ASSOCIATION,

as

a Lender

By:

/s/

Jerry Huang

Name:

Jerry Huang

Title:

Duly Authorized Signatory

[Signature Page to Consent and Second Amendment

to Credit Agreement and First Amendment to Pledge and Security Agreement (Concrete Partners)]

SUNFLOWER

BANK, N.A.,

as

a Lender

By:

/s/

Bradley Haynes

Name:

Bradley Haynes

Title:

Senior Vice President

[Signature Page to Consent and Second Amendment

to Credit Agreement and First Amendment to Pledge and Security Agreement (Concrete Partners)]

TEXAS

REGIONAL BANK,

as

a Lender

By:

/s/

Shannon Bettis

Name:

Shannon Bettis

Title:

SVP Commercial Banking

[Signature Page to Consent and Second Amendment

to Credit Agreement and First Amendment to Pledge and Security Agreement (Concrete Partners)]

UMB

BANK, N.A.

as

a Lender

By:

/s/

Nathaniel Jacks

Name:

Nathaniel Jacks

Title:

SVP

[Signature Page to Consent and Second Amendment

to Credit Agreement and First Amendment to Pledge and Security Agreement (Concrete Partners)]

Annex I

Conformed Copy of the Credit Agreement

Execution Version

Published CUSIP Numbers:

Deal: 20670EAA4

Revolver: 20670EAB2

Term: 20670EAC0

CREDIT AGREEMENT

Dated as of July 29, 2024

among

SUNCRETE,

INC, as Pubco and a Guarantor

CONCRETE PARTNERS HOLDING, LLC, as Holdings and

a Guarantor,

CONCRETE PARTNERS, LLC, as the Borrower,

THE SUBSIDIARIES OF THE BORROWER PARTY HERETO,

as Guarantors,

BANK OF AMERICA, N.A.,

as Administrative Agent, Swingline Lender and

L/C Issuer,

and

THE LENDERS PARTY HERETO

PNC Bank,

National Association, as Syndicationa

Co-Syndication Agent,

UMB

BANK, N.A. and SUNFLOWER BANK, N.A., as Documentation AgentCo-Documentation

Agents,

BOFA SECURITIES, INC.,

as a Joint Lead Arranger and as Sole Bookrunner,

PNC CAPITAL MARKETS LLC, as a Joint Lead

Arranger

and

CAPITAL ONE, NATIONAL ASSOCIATION,

as a Joint Lead

Arranger and as Syndicationa

Co-Syndication Agent

Annex

I to Consent and Second Amendment to Credit Agreement

Execution Version

as

amended by that certain First Amendment and Commitment Increase to Credit Agreement, dated as of October 17, 2025 and that certain

Consent and Second Amendment to Credit Agreement, dated as of March 25, 2026

TABLE

OF CONTENTS

Page

Article I DEFINITIONS AND ACCOUNTING

TERMS

1

1.01

Defined Terms

1

1.02

Other Interpretive Provisions

3946

1.03

Accounting Terms

4047

1.04

Rounding

4149

1.05

Times of Day

4149

1.06

Letter of Credit Amounts

4149

1.07

Interest Rates

4149

1.08

UCC Terms

4250

1.09

Limited Condition Acquisitions

50

Article II COMMITMENTS AND CREDIT

EXTENSIONS

4251

2.01

Loans

4251

2.02

Borrowings, Conversions and Continuations of Loans

4352

2.03

Letters of Credit

4453

2.04

Swingline Loans

5363

2.05

Prepayments

5566

2.06

Termination or Reduction of Commitments

5869

2.07

Repayment of Loans

5970

2.08

Interest and Default Rate

5971

2.09

Fees

6072

2.10

Computation of Interest and Fees; Retroactive Adjustments

of Applicable Rate

6172

2.11

Evidence of Debt

6173

2.12

Payments Generally; Administrative Agent’s Clawback

6274

2.13

Sharing of Payments by Lenders

6476

2.14

Cash Collateral

6577

2.15

Defaulting Lenders

6678

2.16

Increase in Revolving

FacilityCommitments

6880

Article III TAXES, YIELD PROTECTION

AND ILLEGALITY

6985

3.01

Taxes

6985

3.02

Illegality

7389

3.03

Inability to Determine Rates

7390

3.04

Increased Costs

7592

3.05

Compensation for Losses

7793

3.06

Mitigation Obligations; Replacement of Lenders

7794

3.07

Survival

7894

i

Article IV CONDITIONS PRECEDENT TO

CREDIT EXTENSIONS

7894

4.01

Conditions of Initial Credit Extension

7894

4.02

Conditions to all Credit Extensions

8198

Article V REPRESENTATIONS AND WARRANTIES

8299

5.01

Existence, Qualification and Power

8299

5.02

Authorization; No Contravention

8299

5.03

Governmental Authorization; Other Consents

8299

5.04

Binding Effect

8299

5.05

Financial Statements; No Material Adverse Effect

83100

5.06

Litigation

83101

5.07

No Default

84101

5.08

Ownership of Property

84101

5.09

Environmental Matters

84101

5.10

Insurance

85102

5.11

Taxes

85103

5.12

ERISA Compliance

85103

5.13

Margin Regulations; Investment Company Act

86104

5.14

Disclosure

87104

5.15

Compliance with Laws

87104

5.16

Solvency

87105

5.17

Casualty, Etc.

87105

5.18

Sanctions Concerns and Anti-Corruption Laws

87105

5.19

[Intentionally Omitted]

88105

5.20

Subsidiaries; Equity Interests; Loan Parties

88105

5.21

Collateral Representations

88106

5.22

EEA Financial Institutions

90108

5.23

Covered Entities

90108

5.24

Beneficial Ownership Certification

90108

5.25

Designation as Senior Indebtedness

90108

5.27

Labor Matters

91109

5.28

Closing Date Acquisition Documents

91109

5.29

First Amendment Effective

Date Acquisition Documents

109

Article VI AFFIRMATIVE COVENANTS

92110

6.01

Financial Statements

92110

6.02

Certificates; Other Information

93114

6.03

Notices

96116

6.04

Payment of Obligations

96117

6.05

Preservation of Existence, Etc.

97117

6.06

Maintenance of Properties

97118

6.07

Maintenance of Insurance

97118

6.08

Compliance with Laws

98118

6.09

Books and Records

98119

6.10

Inspection Rights

98119

6.11

Use of Proceeds

99120

6.12

Material Contracts

99120

6.13

Covenant to Guarantee Obligations

99120

6.14

Covenant to Give Security

99121

6.15

Anti-Corruption Laws; Sanctions

100122

6.16

Further Assurances

101122

6.17

Post-Closing Obligations

101122

6.18

First Amendment Effective

Date Post-Closing Obligations

122

6.19

Second Amendment Effective

Date Post-Closing Obligations

122

ii

Article VII NEGATIVE COVENANTS

101122

7.01

Liens

101123

7.02

Indebtedness

103124

7.03

Investments

104128

7.04

Fundamental Changes

105127

7.05

Dispositions

106128

7.06

Restricted Payments

106129

7.07

Change in Nature of Business

108131

7.08

Transactions with Affiliates

108131

7.09

Burdensome Agreements

108132

7.10

Use of Proceeds

108132

7.11

Financial Covenants

108133

7.12

Amendments of Organization Documents; Fiscal Year;

Legal Name, State of Formation; Form of Entity and Accounting Changes

109134

7.13

Sale and Leaseback Transactions

110134

7.14

Subordinated Debt Payments

110135

7.15

Prepayments, Etc. of Indebtedness

110135

7.16

Amendment, Etc. of Indebtedness

110135

7.17

Sanctions

110135

7.18

Anti-Corruption Laws

111135

7.19

Holding Company Status

111136

7.20

Limitation on Disqualified

Equity Interests and Preferred Equity Interests

111137

Article VIII EVENTS OF DEFAULT AND

REMEDIES

112138

8.01

Events of Default

112138

8.02

Remedies upon Event of Default

114141

8.03

Borrower’s Right to Cure

115142

8.04

Application of Funds

116143

Article IX ADMINISTRATIVE AGENT

117144

9.01

Appointment and Authority

117144

9.02

Rights as a Lender

118145

9.03

Exculpatory Provisions

118145

9.04

Reliance by Administrative Agent

119146

9.05

Delegation of Duties

120147

9.06

Resignation of Administrative Agent

120147

9.07

Non-Reliance on Administrative Agent, the Arrangers

and the Other Lenders

121148

9.08

No Other Duties, Etc.

122149

9.09

Administrative Agent May File Proofs of Claim;

Credit Bidding

122149

9.10

Collateral and Guaranty Matters

123151

9.11

Secured Cash Management Agreements and Secured Hedge

Agreements

124151

9.12

Certain ERISA Matters

125152

9.13

Recovery of Erroneous Payments

126153

iii

Article X CONTINUING GUARANTY

126153

10.01

Guaranty

126153

10.02

Rights of Lenders

127154

10.03

Certain Waivers

127154

10.04

Obligations Independent

127154

10.05

Subrogation

127155

10.06

Termination; Reinstatement

128155

10.07

Stay of Acceleration

128155

10.08

Condition of Borrower

128155

10.09

Appointment of Borrower

128155

10.10

Right of Contribution

128156

10.11

Keepwell.

129156

Article XI MISCELLANEOUS

129156

11.01

Amendments, Etc.

129156

11.02

Notices; Effectiveness; Electronic Communications

131159

11.03

No Waiver; Cumulative Remedies; Enforcement

133161

11.04

Expenses; Indemnity; Damage Waiver

134162

11.05

Payments Set Aside

136164

11.06

Successors and Assigns

136164

11.07

Treatment of Certain Information; Confidentiality

141170

11.08

Right of Setoff

142171

11.09

Interest Rate Limitation

143172

11.10

Integration; Effectiveness

143172

11.11

Survival of Representations and Warranties

143172

11.12

Severability

143172

11.13

Replacement of Lenders

144173

11.14

Governing Law; Jurisdiction; Etc.

145174

11.15

Waiver of Jury Trial

146175

11.16

Subordination

146175

11.17

No Advisory or Fiduciary Responsibility

146176

11.18

Electronic Execution; Electronic Records; Counterparts

147176

11.19

USA Patriot Act Notice

148177

11.20

Acknowledgement and Consent to Bail-In of Affected

Financial Institutions

148178

11.21

Acknowledgement Regarding Any Supported QFCs

149178

iv

BORROWER

PREPARED SCHEDULES

Schedule

5.10

Insurance

Schedule

5.12

Pension

Plans

Schedule

5.20(a)

Subsidiaries,

Joint Ventures, Partnerships and Other Equity Investments

Schedule

5.20(b)

Loan

Parties

Schedule

5.21(b)(i)

Intellectual

Property

Schedule

5.21(b)(ii)

Internet

Domain Names

Schedule

5.21(c)

Documents, Instrument,

and Tangible Chattel Paper

Schedule

5.21(d)(i)

Deposit

Accounts & Securities Accounts

Schedule

5.21(d)(ii)

Electronic

Chattel Paper & Letter-of-Credit Rights

Schedule

5.21(e)

Commercial

Tort Claims

Schedule

5.21(f)

Pledged

Equity Interests

Schedule

5.21(g)

Properties

Schedule

5.21(h)

Material

Contracts

Schedule

6.17

Post-Closing

Obligations

Schedule

6.18

First

Amendment Effective Date Post-Closing Obligations

Schedule

6.19

Second

Amendment Effective Date Post-Closing Obligations

Schedule

7.01

Existing

Liens

Schedule

7.02

Existing

Indebtedness

Schedule

7.03

Existing

Investments

ADMINISTRATIVE

AGENT PREPARED SCHEDULES

Schedule

1.01(a)

Certain

Addresses for Notices

Schedule

1.01(b)

Initial

Commitments and Applicable Percentages

EXHIBITS

Exhibit A

Form of

Administrative Questionnaire

Exhibit B

Form of

Assignment and Assumption

Exhibit C

Form of

Compliance Certificate

Exhibit D

Form of

Joinder Agreement

Exhibit E

Form of

Loan Notice

Exhibit F

[Reserved]

Exhibit G

Form of

Revolving Note

Exhibit H

Form of

Secured Party Designation Notice

Exhibit I

Form of

Solvency Certificate

Exhibit J

Form of

Swingline Loan Notice

Exhibit K

Form of

Term Note

Exhibit L

Form of

Officer’s Certificate

Exhibit M

Forms

of U.S. Tax Compliance Certificates

Exhibit N

Form of

Funding Indemnity Letter

Exhibit O

Form of

Landlord Waiver

Exhibit P

Form of

Financial Condition Certificate

Exhibit Q

Form of

Authorization to Share Insurance Information

Exhibit R

Form of

Notice of Loan Prepayment

Exhibit S

Form of

Preferred Equity Subordination Agreement

Exhibit T

Form of

Permitted Acquisition Certificate

v

CREDIT

AGREEMENT

This CREDIT AGREEMENT

is entered into as of July 29, 2024, among Concrete Partners, LLC, a Delaware limited liability company (the “Borrower”),

the Guarantors (defined herein), the Lenders (defined herein), and BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and

L/C Issuer.

PRELIMINARY

STATEMENTS:

WHEREAS, the Loan

Parties (as hereinafter defined) have requested that the Lenders, the Swingline Lender and the L/C Issuer make loans and other financial

accommodations to the Loan Parties in an aggregate amount of up to $145,000,000.

WHEREAS, the Lenders,

the Swingline Lender and the L/C Issuer have agreed to make such loans and other financial accommodations to the Loan Parties on the

terms and subject to the conditions set forth herein.

NOW THEREFORE, in

consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

F.

DEFINITIONS AND ACCOUNTING

TERMS

1.            Defined

Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

“Acquisition”

means the acquisition, whether through a single transaction or a series of related transactions, of (a) a majority of the Voting

Stock or other controlling ownership interest in another Person (including the purchase of an option, warrant or convertible or similar

type security to acquire such a controlling interest at the time it becomes exercisable by the holder thereof), whether by purchase of

such equity or other ownership interest or upon the exercise of an option or warrant for, or conversion of securities into, such equity

or other ownership interest, or (b) assets of another Person which constitute all or substantially all of the assets of such Person

or of a division, line of business or other business unit of such Person.

“Additional Secured

Obligations” means (a) all obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements

and (b) all costs and expenses incurred in connection with enforcement and collection of the foregoing, including the fees, charges

and disbursements of counsel, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent,

due or to become due, now existing or hereafter arising and including interest, expenses and fees that accrue after the commencement

by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor

in such proceeding, regardless of whether such interest, expenses and fees are allowed claims in such proceeding; provided that

Additional Secured Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor.

“Additional

Term Loans” means the Additional Term Loans made by the First Amendment Incremental Term Lenders to the Borrower pursuant to

Section 2.01(c) on the First Amendment Effective Date.

1

“Administrative

Agent” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor

administrative agent.

“Administrative

Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set

forth on Schedule 1.01(a), or such other address or account as the Administrative Agent may from time to time notify the Borrower

and the Lenders.

“Administrative

Questionnaire” means an Administrative Questionnaire in substantially the form of Exhibit A or any other form

approved by the Administrative Agent.

“Affected Financial

Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate”

means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or

is Controlled by or is under common Control with the Person specified.

“Aggregate Commitments”

means the Commitments of all the Lenders.

“Agreement”

means this Credit Agreement, including all schedules, exhibits and annexes hereto.

“Applicable Law”

means, as to any Person, all applicable Laws binding upon such Person or to which such a Person is subject.

“Applicable Percentage”

means (a) in respect of the Term Facility, with respect to any Term Lender at any time, the percentage (carried out to the ninth

decimal place) of the Term Facility represented by (i) on or prior to the Closing Date, such Term

Lender’s Term Commitment at such time and (ii) thereafter, the outstanding principal amount of such Term Lender’s

Term Loans at such time, and (b) in respect of the Revolving Facility, with respect to any Revolving Lender at any time, the percentage

(carried out to the ninth decimal place) of the Revolving Facility represented by such Revolving Lender’s Revolving Commitment

at such time, subject to adjustment as provided in Section 2.15. If the Commitment of all of the Revolving Lenders to make

Revolving Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02,

or if the Revolving Commitments have expired, then the Applicable Percentage of each Revolving Lender in respect of the Revolving Facility

shall be determined based on the Applicable Percentage of such Revolving Lender in respect of Revolving Facility most recently in effect,

giving effect to any subsequent assignments and to any Lender’s status as a Defaulting Lender at the time of determination. The

Applicable Percentage of each Lender in respect of each Facility is set forth opposite the name of such Lender on Schedule 1.01(b) or

in the Assignment and Assumption pursuant to which such Lender becomes a party hereto or in any documentation executed by such Lender

pursuant to Section 2.16, as applicable.

“Applicable Rate”

means, for any day, the rate per annum set forth below opposite the applicable Level then in effect (based on the Consolidated Senior

Leverage Ratio), it being understood that the Applicable Rate for (a) Loans that are Base Rate Loans shall be the percentage set

forth under the column “Loans” and “Base Rate”, (b)  Loans that are Term SOFR Loans shall be the percentage

set forth under the column “Loans” and “Term SOFR & Letter of Credit Fee”, (c) the Letter of Credit

Fee shall be the percentage set forth under the column “Loans” and “Term SOFR & Letter of Credit Fee”,

and (d) the commitment fee shall be the percentage set forth under the column “Commitment Fee”:

2

Applicable

Rate

Level

Consolidated

Senior

Leverage Ratio

Term

SOFR &

Letter

of Credit Fee

Base

Rate

Commitment

Fee

1

<

2.00:1.00

2.75 %

1.75 %

0.35 %

2

> 2.00:1.00

but < 2.50:1.00

3.00 %

2.00 %

0.40 %

3

> 2.50:1.00

but < 3.00:1.00

3.25 %

2.25 %

0.45 %

4

> 3.00:1.00

3.50 %

2.50 %

0.50 %

Any increase or decrease

in the Applicable Rate resulting from a change in the Consolidated Senior Leverage Ratio shall become effective as of the first Business

Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b); provided, however,

that if a Compliance Certificate is not delivered when due in accordance with Section 6.02(b), then, upon the request of

the Required Lenders, Level 4 shall apply, in each case as of the first Business Day after the date on which such Compliance Certificate

was required to have been delivered and in each case shall remain in effect until the first Business Day following the date on which

such Compliance Certificate is delivered whereupon the Applicable Rate shall be adjusted based upon the calculation of the Consolidated

Senior Leverage Ratio contained in such Compliance Certificate.

Notwithstanding anything

to the contrary contained in this definition, (i) the determination of the Applicable Rate for any period shall be subject to the

provisions of Section 2.10(b) and (ii) the initialfrom

and after the First Amendment Effective Date, the Applicable Rate and commitment fee shall be set at Level 4 until the first Business

Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b) for the Fiscal

Quarter ending September 30, 20242025

to the Administrative Agent. Any adjustment in the Applicable Rate shall be applicable to all Credit Extensions then existing or subsequently

made or issued.

“Applicable Revolving

Percentage” means with respect to any Revolving Lender at any time, such Revolving Lender’s Applicable Percentage

in respect of the Revolving Facility at such time.

“Appropriate

Lender” means, at any time, (a) with respect to any Facility, a Lender that has a Commitment with respect to such

Facility or holds a Loan under such Facility at such time, (b) with respect to the Letter of Credit Sublimit, (i) the L/C Issuer

and (ii) if any Letters of Credit have been issued pursuant to Section 2.03, the Revolving Lenders,

and (c) with respect to the Swingline Sublimit, (i) the Swingline Lender and (ii) if any Swingline Loans are outstanding

pursuant to Section 2.04(a), the Revolving Lenders.

“Approved Fund”

means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate

of an entity that administers or manages a Lender.

3

“Arrangers”

means (a) BofA Securities, Inc., in its capacity as a joint lead arranger and as sole bookrunner, (b) PNC Capital Markets

LLC, in its capacity as a joint lead arranger and (c) Capital One, National Association, in its capacity as a joint lead arranger.

“Assignment and

Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any

party whose consent is required by Section 11.06(b)), and accepted by the Administrative Agent, in substantially the form

of Exhibit B or any other form (including an electronic documentation form generated by use of an electronic platform) approved

by the Administrative Agent.

“Attributable

Indebtedness” means, on any date, (a) in respect of any Capitalized Lease of any Person, the capitalized amount thereof

that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any

Synthetic Lease Obligation, the capitalized amount of the remaining lease or similar payments under the relevant lease or other applicable

agreement or instrument that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such

lease or other agreement or instrument were accounted for as a Capitalized Lease.

“Audited Financial

Statements” means, subject to Section 1.03(e),

the most recent audited Consolidated balance sheet of HoldingsPubco

and its Subsidiaries, and the related Consolidated statements of income or operations, Shareholders’ Equity and cash flows for

such Fiscal Year of HoldingsPubco

and its Subsidiaries, including the notes thereto delivered in accordance with the terms of Section 6.01(a).

“Authorization

to Share Insurance Information” means the authorization substantially in the form of Exhibit Q (or such other

form as required by each of the Loan Party’s insurance companies).

“Auto-Extension

Letter of Credit” has the meaning specified in Section 2.03(b).

“Availability

Period” means, in respect of the Revolving Facility, the period from and including the Closing Date to the earliest

of (i) the Maturity Date, (ii) the date of termination of the Revolving Commitments pursuant to Section 2.06, and

(iii) the date of termination of the Commitment of each Revolving Lender to make Revolving Loans and of the obligation of the L/C

Issuer to make L/C Credit Extensions pursuant to Section 8.02.

“Bail-In

Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of

any liability of an Affected Financial Institution.

“Bail-In

Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU

of the European Parliament and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA

Member Country from time to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom,

Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable

in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their

affiliates (other than through liquidation, administration or other insolvency proceedings).

“BALC

Other Permitted Equipment Financing Collateral” means, with respect to any BALC Permitted Equipment Financing, (1) all

parts, attachments, accessories and accessions to, substitutions and replacements for, each item of equipment subject to such BALC Permitted

Equipment Financing; (2) all accounts, chattel paper, and general intangibles arising from or related to any sale, lease, rental

or other disposition of any equipment subject to such BALC Permitted Equipment Financing to third parties, or otherwise resulting from

the possession, use or operation of any such equipment by third parties, including instruments, investment property, deposit accounts,

letter of credit rights, and supporting obligations arising thereunder or in connection therewith; (3) all insurance, warranty and

other claims against third parties with respect to any equipment subject to such BALC Permitted Equipment Financing; (4) all software

and other intellectual property rights used in connection therewith; (5) all proceeds of all of the foregoing, including insurance

proceeds and any proceeds in the form of goods, accounts, chattel paper, documents, instruments, general intangibles, investment property,

deposit accounts, letter of credit rights and supporting obligations; and (6) all books and records regarding the foregoing, in

each case, now existing or hereafter arising.

4

“BALC

Permitted Equipment Financing” means that certain Master Loan and Security Agreement, dated as of December 30, 2025, among

Banc of America Leasing & Capital, LLC, as the lender, and Eagle Redi-Mix Concrete, LLC, Ram Transportation, LLC, and Concrete

Partners, LLC as the co-borrowers, as extended and renewed from time to time.

“BANA

Permitted Airplane Financing” means that certain $2,500,000 term loan made pursuant to the Aircraft Term Loan Credit Agreement,

dated January 6, 2026, among the Borrower, Holdings, the other guarantors party thereto, and Bank of America, N.A., as lender, as

extended, renewed or replaced from time to time.

“Bank of America”

means Bank of America, N.A. and its successors.

“Base Rate”

means for any day a fluctuating rate of interest per annum equal to the highest of (a) the Federal Funds Rate plus 0.50%,

(b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,”

and (c) the Term SOFR plus 1.00%, subject to the interest rate floors set forth therein; provided that if the Base

Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement. The “prime rate” is a rate set

by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions

and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate.

Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public

announcement of such change. If the Base Rate is being used as an alternate rate of interest pursuant to Section 3.03 hereof,

then the Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference

to clause (c) above.

“Base Rate Loan”

means a Revolving Loan or a Term Loan that bears interest based on the Base Rate.

“Beneficial Ownership

Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.

“Beneficial Ownership

Regulation” means 31 C.F.R. § 1010.230.

“Benefit Plan”

means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan”

as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42)

or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan”

or “plan”.

“BHC Act Affiliate”

of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of

such party.

“Borrower”

has the meaning specified in the introductory paragraph hereto.

5

“Borrower Materials”

has the meaning specified in Section 6.02.

“Borrowing”

means a Revolving Borrowing, a Swingline Borrowing or a Term Borrowing, as the context may require.

“Business Day”

means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are

in fact closed in, the state where the Administrative Agent’s Office is located.

“Capital Expenditures”

means, with respect to any Person for any period, any expenditure in respect of the purchase or other acquisition of any fixed or capital

asset (excluding normal replacements and maintenance which are properly charged to current operations).

“Capitalized

Lease” means any lease that has been or is required to be, in accordance with GAAP, recorded, classified and accounted

for as a capitalized lease or financing lease.

“Cash Collateralize”

means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the L/C Issuer or Swingline

Lender (as applicable) or the Lenders, as Collateral for L/C Obligations, the Obligations in respect of Swingline Loans, or obligations

of the Revolving Lenders to fund participations in respect of L/C Obligations or Swingline Loans (as the context may require), (a) cash

or deposit account balances, (b) backstop letters of credit entered into on terms, from issuers and in amounts satisfactory to the

Administrative Agent and the L/C Issuer, and/or (c) if the Administrative Agent and the L/C Issuer or Swingline Lender shall agree,

in their sole discretion, other credit support, in each case, in Dollars and pursuant to documentation in form and substance satisfactory

to the Administrative Agent and the L/C Issuer or the Swingline Lender (as applicable). “Cash Collateral” shall

have a meaning correlative to the foregoing and shall include the proceeds of such Cash Collateral and other credit support.

“Cash Equivalents”

means any of the following types of Investments, to the extent owned by the Borrower or any of its Subsidiaries free and clear of all

Liens (other than Permitted Liens):

(a)            readily

marketable obligations issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof

having maturities of not more than three hundred sixty days (360) days from the date of acquisition thereof; provided that the

full faith and credit of the United States is pledged in support thereof;

(b)            time

deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) (A) is a Lender

or (B) is organized under the laws of the United States, any state thereof or the District of Columbia or is the principal banking

subsidiary of a bank holding company organized under the laws of the United States, any state thereof or the District of Columbia, and

is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial paper rated as described in clause

(c) of this definition and (iii) has combined capital and surplus of at least $1,000,000,000, in each case with maturities

of not more than one hundred eighty (180) days from the date of acquisition thereof;

(c)            commercial

paper issued by any Person organized under the laws of any state of the United States and rated at least “Prime-1” (or the

then equivalent grade) by Moody’s or at least “A-1” (or the then equivalent grade) by S&P, in each case with maturities

of not more than one hundred eighty (180) days from the date of acquisition thereof; and

6

(d)            Investments,

classified in accordance with GAAP as current assets of the Borrower or any of its Subsidiaries, in money market investment programs

registered under the Investment Company Act of 1940, which are administered by financial institutions that have the highest rating obtainable

from either Moody’s or S&P, and the portfolios of which are limited solely to Investments of the character, quality and maturity

described in clauses (a), (b) and (c) of this definition.

“Cash Management

Agreement” means any agreement that is not prohibited by the terms hereof to provide treasury or cash management services,

including deposit accounts, overnight draft, credit cards, debit cards, p-cards (including purchasing cards and commercial cards), funds

transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation

and reporting and trade finance services and other cash management services.

“Cash Management

Bank” means any Person in its capacity as a party to a Cash Management Agreement that, at the time it enters into

a Cash Management Agreement with a Loan Party or any Subsidiary, is a Lender or an Affiliate of a Lender, in its capacity as a party

to such Cash Management Agreement (even if such Person ceases to be a Lender or such Person’s Affiliate ceased to be a Lender);

provided, however, that for any of the foregoing to be included as a “Secured Cash Management Agreement” on

any date of determination by the Administrative Agent, the applicable Cash Management Bank (other than the Administrative Agent or an

Affiliate of the Administrative Agent) must have delivered a Secured Party Designation Notice to the Administrative Agent prior to such

date of determination.

“CFC”

means a Person that is a controlled foreign corporation under Section 957 of the Code in which the Borrower or any Loan Party is

a United States shareholder within the meaning of Section 951(b) of the Code.

“Change in Law”

means the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any law, rule, regulation

or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application

thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not

having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the

Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection

therewith or in the implementation thereof and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International

Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory

authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the

date enacted, adopted, issued or implemented.

“Change of Control”

means an event or series of events by which:

(a) Permitted

Holders shall cease to own and control, of record and beneficially, directly or indirectly, more than 56% of the aggregate ordinary voting

power represented by the issued and outstanding Equity Interests of Holdings on a fully diluted basis (which for this purpose shall exclude

all Equity Interests that have not yet vested); or

(b) Permitted

Holders shall cease to have the ability to elect (either through share ownership or contractual voting rights) a majority of the board

of directors or equivalent governing body of Holdings; or

7

(a)            any

"person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act

of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity

as trustee, agent or other fiduciary or administrator of any such plan) other than the Permitted Holders becomes the "beneficial

owner" (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall

be deemed to have "beneficial ownership" of all securities

that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such

right, an "option right")), directly or indirectly, of 25% or more of the equity securities of Pubco entitled to vote for members

of the board of directors or equivalent governing body of Pubco on a fully-diluted basis (and taking into account all such securities

that such "person" or "group" has the right to acquire pursuant to any option right); or

(b)            during

any period of twenty-four (24) consecutive months, a majority of the members of the board of directors or other equivalent governing

body of Pubco, after giving effect to the De-SPAC Transaction, cease to be composed of individuals (i) who were members of that

board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent

governing body was nominated, appointed or approved by individuals referred to in clause (i) above constituting at the time of such

election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that

board or other equivalent governing body was nominated, appointed or approved by individuals referred to in clauses (i) and (ii) above

constituting at the time of such election or nomination at least a majority of that board or equivalent governing body; or

(c)            any

Person, other than a Permitted Holder, Controls Pubco; or

(d)            (c) Holdings

shall ceasePubco ceases to own and control, of record

and beneficially, directly or indirectly, 100% of the Equity Interests of the Borrowerin

each Loan Party (other than Pubco); or

(d) Borrower

shall cease to own and control, of record and beneficially, directly or indirectly, 100% of the Equity Interests of each Subsidiary of

the Borrower.

(e)            any

event, transaction or series of transactions resulting with no Equity Interests of Pubco being listed on the NYSE, NASDAQ or any other

U.S. stock exchange or otherwise listed on a public trading market.

For

the avoidance of doubt, the De-SPAC Transaction shall not be a Change of Control.

“Class”,

when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans

or Term Loans and, when used in reference to any Commitment, refers to whether such Commitment is a Revolving Commitment or Term Commitment.

“Closing Date”

means the date hereof.

“Closing Date

Acquisition” means the acquisition by Eagle Concrete of (i) 100% of the membership interests of Eagle Redi-Mix Concrete,

LLC and (ii) 100% of the membership interests of Ram Transportation, LLC pursuant to the Closing Date MIPA.

“Closing Date

Acquisition Documents” means (i) the Membership Interest Purchase Agreement dated as of July 29, 2024 by and

among (a) the members of Eagle Redi-Mix Concrete, LLC and Ram Transportation, LLC, (b) Eagle Redi-Mix Concrete, LLC, (c) Ram

Transportation, LLC and (d) Eagle Concrete (the “Closing Date MIPA”) and (ii) all other agreements,

documents and instruments delivered in connection therewith, including all annexes, appendices, exhibits and schedules thereto.

8

“Closing Date

Equity Contribution” means a cash capital contribution to the Borrower made by Holdings on the Closing Date in an aggregate

amount not less than $57,900,000, the proceeds of which shall be used to fund a portion of the Closing Date Acquisition.

“Closing Date

Targets” means Eagle Redi-Mix Concrete, LLC and RAM Transportation, LLC.

“CME”

means CME Group Benchmark Administration Limited.

“Co-Investors”

means (a) the Management Group, and (b)(i) any Person (other than the Sponsor or the Management Group) who is a holder of Equity

Interests in Holdings (or any of the direct or indirect parent companies of Holdings) on the Closing Date (including as a result of any

rollover equity) and (ii) an Affiliate of any such Person.

“Code”

means the Internal Revenue Code of 1986, as amended from time to time.

“Collateral”

means all of the “Collateral” referred to in the Collateral Documents and all of the other property that is or is intended

under the terms of the Collateral Documents to be subject to Liens in favor of the Administrative Agent for the benefit of the Secured

Parties.

“Collateral Account”

has the meaning specified in Section 2.03(q)(i).

“Collateral Documents”

means, collectively, the Security Agreement, the Perfection Certificate, the Qualifying Control Agreements, each Joinder Agreement, each

of the collateral assignments, security agreements, pledge agreements, account control agreements or other similar agreements delivered

to the Administrative Agent pursuant to Section 6.14, and each of the other agreements, instruments or documents that creates

or purports to create a Lien in favor of the Administrative Agent for the benefit of the Secured Parties.

“Commitment”

means a Term Commitment or,

a Revolving Commitment, or an Incremental Commitment, as the context

may require.

“Commodity Exchange

Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor

statute.

“Communication”

means this Agreement, any Loan Document and any document, any amendment, approval, consent, information, notice, certificate, request,

statement, disclosure or authorization related to any Loan Document.

“Compliance Certificate”

means a certificate substantially in the form of Exhibit C.

“Conforming Changes”

means, with respect to the use, administration of or any conventions associated with SOFR or any proposed Successor Rate or Term SOFR,

as applicable, any conforming changes to the definitions of “Base Rate”, “SOFR”, “Term SOFR” and

“Interest Period”, timing and frequency of determining rates and making payments of interest and other technical, administrative

or operational matters (including, for the avoidance of doubt, the definitions of “Business Day” and “U.S. Government

Securities Business Day”, timing of borrowing requests or prepayment, conversion or continuation notices and length of lookback

periods) as may be appropriate, in the discretion of the Administrative Agent, to reflect the adoption and implementation of such applicable

rate(s) and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice

(or, if the Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or

that no market practice for the administration of such rate exists, in such other manner of administration as the Administrative Agent

determines is reasonably necessary in connection with the administration of this Agreement and any other Loan Document).

9

“Connection Income

Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise

Taxes or branch profits Taxes.

“Consolidated”

means, when used with reference to financial statements or financial statement items of the BorrowerPubco

and its Subsidiaries or any other Person, such statements or items on a consolidated basis in accordance with the consolidation principles

of GAAP.

“Consolidated

EBITDA” means, for any period, the sum of the following determined on a Consolidated basis, without duplication,

for HoldingsPubco

and its Subsidiaries in accordance with GAAP:

(a) Consolidated Net

Income for the most recently completed Measurement Period plus

(b) the following to

the extent deducted in calculating such Consolidated Net Income (without duplication):

(i)          Consolidated

Interest Charges,

(ii)         the provision

for taxes based on income, profits or capital of HoldingsPubco

and its Subsidiaries, including, without limitation, federal, state, franchise, excise and similar taxes paid or accrued for such period

(after giving effect to any tax credit or tax refunds for such period),

(iii)        depreciation

and amortization expense,

(iv)        (A) non-cash

equity based compensation expense for such period and (B) other non-cash charges, non-cash expenses or non-cash losses (including,

without limitation, non-cash compensation expenses arising from the issuances of Equity Interests, options to purchase Equity Interests

and Equity Interest appreciation rights to management but excluding (Ax)

any non-cash charge, loss or expense that is an accrual of a reserve for a cash expense or payment to be made, or anticipated to be made,

in a future period and (By)

any expenses or charges related to the write-down or write-off of accounts receivable and other current assets);,

(v)         the amount

of any management fees and any expenses paid to the Management Entity pursuant to the Management Agreement for such period to the extent

not prohibited by this Agreement;,

(vi)         to the

extent expensed, Transaction Costs; incurred

during such period (but excluding any non-cash charge, loss or expense that is an accrual of a reserve for a cash expense or payment to

be made, or anticipated to be made, in a future period); provided that, the aggregate amount added back pursuant to this clause (vi) for

any period shall not exceed an amount equal to twenty percent (20%) of Consolidated EBITDA for such period (determined prior to giving

effect to such add-back),

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(vii)       to the

extent incurred after the Closing Date and expensed, reasonable and documented out-of-pocket costs, fees and expenses incurred by the

Borrower and its Subsidiaries in connection with (A) any amendments, consents or waivers to or under this Agreement or the other

Loan Documents or the negotiation, execution and delivery of additional Loan Documents, and

(B) any Permitted Acquisition during such period (whether or not consummated), provided

that the amount added back to Consolidated EBITDA with respect to unconsummated Permitted Acquisitions shall not exceed (x) $1,000,000

during any Fiscal Year or (y) $3,000,000 during the term of this Agreement;one

time transaction fees and expenses incurred with the closing of the First Amendment Effective Date Acquisition and the transactions contemplated

thereby, not to exceed $6,000,000 in the aggregate,

(viii)       proceeds

from business interruption insurance received by the Borrower or any of its Subsidiaries in such period in an amount representing the

earnings for such period that such proceeds are intended to replace (to the extent (A) not reflected as revenue or income in Consolidated

Net Income and (B) that the related loss was deducted (and not added back) in the calculation of Consolidated Net Income);,

(ix)         any non-recurring

charges, costs and expenses incurred in connection with restructuring projects, integration

of acquired business and acquired assets, the closure and/or consolidation of facilities, and termination, severance and reduction

in work force expenses; provided, that, the aggregate amount added back pursuant to this clause (ix) for any period shall

not exceed an amount equal to ten percent (10%) of Consolidated EBITDA for such period (determined prior to giving effect to such add-back);,

(x)          the

Specified Ready Mix EBITDA Addbacks; and,

(xi)         (A) one

time Transaction Costs incurred in connection with the De-SPAC Transaction, not to exceed $55,000,000 in the aggregate, and (B) non-cash

charges, non-cash expenses or non-cash losses, if any, resulting from the consummation of the De-SPAC Transaction arising from (1) the

issuances of Equity Interests pursuant to the Omnibus Incentive Plan and the ESPP (as each such term is defined in the De-SPAC Combination

Agreement) and (2) the Management Aggregator Distribution, the PIPE Investment, the issuance and transfer of the Dothan Independent

Closing Shares and the issuance and transfer of the Dothan Founder Shares, any redemption of the SPAC Warrants, the Company Incentive

Unit Share Consideration, the Aggregate Company Preferred Unit Share Consideration (whether such redemption or exchange in made in respect

of some or all of the Aggregate Company Preferred Units), the Aggregate Company Merger Consideration and the SPAC Consideration (as each

such term is defined in the De-SPAC Combination Agreement), to the extent a good faith estimate of such non-cash charges, non-cash expenses

or non-cash losses has been previously disclosed to the Administrative Agent prior to the Second Amendment Effective Date, (3) other

add-backs to Consolidated Net Income with respect to the De-SPAC Transaction as agreed to by the

Administrative Agent and the Borrower in a writing signed after the

De-SPAC Closing Date, and

(xixii)     other

add-backs to Consolidated Net Income as agreed to by the Administrative Agent and the Borrower in a writing signed after the Closing Date

less

(c) without duplication

and to the extent reflected as a gain or otherwise included in the calculation of Consolidated Net Income for such period, non-cash gains

(excluding any such non-cash gains to the extent (i) there were cash gains with respect to such gains in past accounting periods

or (ii) there is a reasonable expectation that there will be cash gains with respect to such gains in future accounting periods).

Notwithstanding anything to the contrary in the

foregoing of this definition of “Consolidated EBITDA”, the sum of the amounts added to Consolidated EBITDA in reliance on

clauses (b)(iv), (b)(vB),

(b)(vii), (b)(viii), (b)(ix), (b)(x) and (b)(xixii),

of this definition shall not exceed, in the aggregate during any four (4) Fiscal Quarter period, 20% of Consolidated EBITDA for such

period (calculated prior to adding back any amounts in reliance on clauses (b)(iv), (b)(vB),

(b)(vii), (b)(viii), (b)(ix), (b)(x) and (b)(xixii)

of this definition).

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Notwithstanding

anything to the contrary in the foregoing of this definition of “Consolidated EBITDA”, for

purposes of calculating Consolidated EBITDA for any applicable period, Consolidated EBITDA for each of

the Fiscal Quarters identified in the following table will be deemed to be the amount set forth opposite such Fiscal Quarter in such table:

Fiscal Quarter Ending

Consolidated EBITDA

September 30, 2023

$11,494,118

December 31, 2023

$10,935,048

March 31, 2024

$10,074,100

June 30, 2024

$12,100,335

provided,

that, for the avoidance of doubt, such

amounts described in the foregoing of this sentence shall not be subject to any further

adjustment pursuant to the foregoing clauses (b) or (c) of

this definition of “Consolidated EBITDA”.

“Consolidated

Fixed Charge Coverage Ratio” means,

(A) for

all periods occurring prior to the De-SPAC Closing Date, as of any date of determination, the ratio of (a) (i) Consolidated

EBITDA less (ii) the aggregate amount of all non-financed cash Capital Expenditures (other than (x) the

Specified Capital Expenditures and,

(y) expenditures made with Net Cash Proceeds of Dispositions of other fixed assets or casualty to fixed assets, in each case,

which such Net Cash Proceeds are permitted to be reinvested by the terms of this Agreement and

(z) the Sandplant Deferred Payment) to (b) the sum of (i) Consolidated Interest Charges to the extent paid

in cash, (ii) the aggregate principal amount of all redemptions or similar acquisitions for value of outstanding debt for borrowed

money, regularly scheduled principal payments on Consolidated Funded Indebtedness (determined without giving effect to any reduction of

such scheduled principal payments resulting from the application of any voluntary or optional prepayments made during such period), but

excluding any such payments to the extent refinanced through the incurrence of additional Indebtedness otherwise expressly permitted under

Section 7.02, (iii)  the aggregate amount of Restricted Payments consisting of dividends and other distributions

paid to Preferred Equity Holders, (iv) the aggregate amount of all other Restricted Payments including Permitted Tax Distributions

(as defined in this Agreement prior to giving effect to the Second Amendment),

earnouts and management fees paid in cash to the Management Entity (other

than, for the avoidance of doubt, payment of the Sandplant Deferred Amount), (v) the aggregate amount of federal, state, local

and foreign income taxes paid in cash, in each case, of or by Holdings and its Subsidiaries for the most recently completed Measurement

Period; provided that when determining the Consolidated Fixed Charge Coverage Ratio as of the

first, second and third full Fiscal Quarters after the Closing Date, each such item set forth in clauses (b)(i) –

(v)  shall be determined for the period commencing with the first full Fiscal Quarter after the Closing Date

through the last day of the Fiscal Quarter then being tested, and multiplied by a factor of 4, 2 or 4/3, respectively, provided further

that, that for purposes of determining clause (a)(ii) when determining the Consolidated

Fixed Charge Coverage Ratio as of the last day of the first,

second and third full Fiscal Quarters after the Closing Date, such item shall be the lesser of (x) the

aggregate amount of all Capital Expenditures paid in cash for the Measurement Period most recently ended

on or prior to such date, and (y) the aggregate amount of all Capital

Expenditures paid in cash in the period commencing with the first full Fiscal Quarter after the Closing Date through the last day of the

Fiscal Quarter then being tested, and multiplied by a factor of 4, 2 or 4/3, respectively.,

and

12

(B) for

all periods occurring after the De-SPAC Closing Date, as of any date

of determination, the ratio of (a) (i) Consolidated EBITDA

less (ii) the aggregate amount of all non-financed

cash Capital Expenditures (other than (x) the Specified Capital Expenditures, (y) expenditures made with Net Cash Proceeds of

Dispositions of other fixed assets or casualty to fixed assets, in each case, which such Net Cash Proceeds are permitted to be reinvested

by the terms of this Agreement and (z) the Sandplant Deferred Payment) to (b) the sum of (i) Consolidated Interest

Charges to the extent paid in cash, (ii) the aggregate principal amount of all redemptions or similar acquisitions for value of outstanding

debt for borrowed money, regularly scheduled principal payments on Consolidated Funded Indebtedness (determined without giving effect

to any reduction of such scheduled principal payments resulting from the application of any voluntary or optional prepayments made during

such period), but excluding any such payments to the extent refinanced through the incurrence of additional Indebtedness otherwise expressly

permitted under Section 7.02, (iii)  the aggregate amount of Restricted Payments consisting of dividends and other distributions

paid to Preferred Pubco Equity Holders (including all Preferred Pubco Distributions), (iv) the

aggregate amount of all Restricted Payments paid in cash (other than

payment of the Sandplant Deferred Amount) and (v) the aggregate amount of federal, state, local and foreign income taxes paid in

cash, in each case, of or by Pubco and its Subsidiaries for the most recently completed Measurement Period.

“Consolidated

Funded Indebtedness” means, as of any date of determination, for HoldingsPubco

and its Subsidiaries on a Consolidated basis, the sum of: (a) the outstanding principal amount of all obligations, whether

current or long-term, for borrowed money (including Obligations hereunder) and all obligations evidenced by bonds, debentures, notes,

loan agreements or other similar instruments; (b) all purchase money Indebtedness; (c) the maximum amount available to be drawn

under issued and outstanding letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety

bonds and similar instruments; (d) all obligations in respect of the deferred purchase price of property or services (other than

trade accounts payable in the ordinary course of business); (e) all Attributable Indebtedness; (f) all obligations to purchase,

redeem, retire, defease or otherwise make any payment prior to the Maturity Date in respect of any Equity Interests or any warrant, right

or option to acquire such Equity Interest, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or

involuntary liquidation preference plus accrued and unpaid dividends; (g) without duplication, all Guarantees with respect

to outstanding Indebtedness of the types specified in clauses (a) through (f) above of Persons other than the

Borrower or any Subsidiary; and (h) all Indebtedness of the types referred to in clauses (a) through (g) above

of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which HoldingsPubco

or a Subsidiary is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to HoldingsPubco

or such Subsidiary. Notwithstanding the foregoing, the term “Consolidated Funded Indebtedness” shall exclude (i) obligations

with respect to the Sandplant Deferred Payment, (ii) prior to the De-SPAC

Closing Date, obligations with respect to the Preferred Equity and

Senior Preferred Equity and (iii) obligations with respect to the Preferred Pubco Equity.

“Consolidated

Interest Charges” means, for any Measurement Period, the sum of (a) all interest, premium payments, debt discount,

fees, charges and related expenses in connection with borrowed money (including capitalized interest) or in connection with the deferred

purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, (b) all interest paid or payable

with respect to discontinued operations and (c) the portion of rent expense under Capitalized Leases that is treated as interest

in accordance with GAAP, in each case, of or by HoldingsPubco

and its Subsidiaries on a Consolidated basis for the most recently completed Measurement Period.

13

“Consolidated

Net Income” means, at any date of determination, the net income (or loss) of HoldingsPubco

and its Subsidiaries on a Consolidated basis for the most recently completed Measurement Period; provided that Consolidated Net

Income shall exclude (a) extraordinary gains and extraordinary losses for such Measurement Period, (b) the net income of any

Subsidiary during such Measurement Period to the extent that the declaration or payment of dividends or similar distributions by such

Subsidiary of such income is not permitted by operation of the terms of its Organization Documents or any agreement, instrument or Law

applicable to such Subsidiary during such Measurement Period, except that Holdings’Pubco’s

equity in any net loss of any such Subsidiary for such Measurement Period shall be included in determining Consolidated Net Income, and

(c) any income (or loss) for such Measurement Period of any Person if such Person is not a Subsidiary, except that Holdings’Pubco’s

equity in the net income of any such Person for such Measurement Period shall be included in Consolidated Net Income up to the aggregate

amount of cash actually distributed by such Person during such Measurement Period to HoldingsPubco

or a Subsidiary as a dividend or other distribution (and in the case of a dividend or other distribution to a Subsidiary, such Subsidiary

is not precluded from further distributing such amount to HoldingsPubco

as described in clause (b) of this proviso).

“Consolidated

Senior Funded Indebtedness” means, as of any date of determination, the sum of (a) Consolidated Funded Indebtedness

as of such date minus (b) Subordinated Debt of HoldingsPubco

and its Subsidiaries on a Consolidated basis, as of such date.

“Consolidated

Senior Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Senior Funded Indebtedness

as of such date to (b) Consolidated EBITDA of HoldingsPubco

and its Subsidiaries for the most recently completed Measurement Period.

“Contractual Obligation”

means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which

such Person is a party or by which it or any of its property is bound.

“Control”

means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person,

whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled”

have meanings correlative thereto.

“Cost of Acquisition”

means, with respect to any Acquisition, as at the date of entering into any agreement therefor, the sum of the following (without duplication):

(a) the value of the Equity Interests of HoldingsPubco

or any Subsidiary to be transferred in connection with such Acquisition, (b) the amount of any cash and fair market value of other

property (excluding property described in clause (a) and the unpaid principal amount of any debt instrument) given as consideration

in connection with such Acquisition, (c) the amount (determined by using the face amount or the amount payable at maturity, whichever

is greater) of any Indebtedness incurred, assumed or acquired by HoldingsPubco

or any Subsidiary in connection with such Acquisition, (d) all additional purchase price amounts in the form of earnouts and other

contingent obligations that should be recorded on the financial statements of HoldingsPubco

and its Subsidiaries in accordance with GAAP in connection with such Acquisition, (e) all amounts paid in respect of covenants not

to compete and consulting agreements that should be recorded on the financial statements of HoldingsPubco

and its Subsidiaries in accordance with GAAP, and other affiliated contracts in connection with such Acquisition, and (f) the aggregate

fair market value of all other consideration given by HoldingsPubco

or any Subsidiary in connection with such Acquisition. For purposes of determining the Cost of Acquisition for any transaction, the Equity

Interests of HoldingsPubco

shall be valued in accordance with GAAP.

“Covered Entity”

means any of the following: (a) a “covered entity” as that term is defined in, and interpreted in accordance with, 12

C.F.R. § 252.82(b); (b) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R.

§ 47.3(b); or (c) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §

382.2(b).

14

“Credit Extension”

means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

“Cure Expiration

Date” has the meaning specified in Section 8.03(a).

“Daily Simple

SOFR” with respect to any applicable determination date means the SOFR published on such date on the Federal Reserve Bank

of New York’s website (or any successor source).

“De-SPAC

Closing Date” means the Closing Date (as defined in the De-SPAC Combination Agreement).

“De-SPAC

Combination Agreement” means that certain Business Combination Agreement, dated as of October 9, 2025, by and among Haymaker

Acquisition Corp. 4, Haymaker Merger Sub I, Inc., Haymaker Merger Sub II, LLC and Suncrete, Inc., as amended, restated, supplemented

or otherwise modified from time to time.

“De-SPAC

Transaction” means (a) the Mergers (as defined in the De-SPAC Combination Agreement) and each other transaction contemplated

by the De-SPAC Combination Agreement, including, but not limited to, the Domestication, the Initial Closing, the Acquisition Closing (as

each such term is defined in the De-SPAC Combination Agreement) and the performance of the De-SPAC Combination Agreement and all schedules,

exhibits and ancillary agreements thereto, (b) the redemption and cancellation of senior preferred Equity Interests pursuant to Section 3.01(b)(iii) of

the De-SPAC Combination Agreement, (c) the cancellation and conversion of certain other Equity Interests of Holdings, as applicable,

in accordance with Section 3.01 of the De-SPAC Combination Agreement, (d) the issuance and transfer of the Dothan Independent

Closing Shares and Dothan Founder Shares (as defined in the De-SPAC Combination Agreement) in accordance with the De-SPAC Combination

Agreement, (e) the PIPE Investment and any additional shares issued at a price per share that equals or exceeds the price per share

pursuant to the PIPE Investment and otherwise on substantially similar terms as the PIPE Investment through the De-SPAC Closing Date,

the Omnibus Incentive Plan and the ESPP (as each such term is defined in the De-SPAC Combination Agreement), and (f) and each other

transaction reasonably necessary or appropriate to consummate the foregoing transactions in accordance with the terms of the De-SPAC Combination

Agreement.

“Debt Issuance”

means the issuance by any Loan Party or any Subsidiary of any Indebtedness other than Indebtedness permitted under clauses (a) through

(f) of Section 7.02.

“Debtor Relief

Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment

for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the

United States or other applicable jurisdictions from time to time in effect.

“Default”

means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both,

would be an Event of Default.

“Default Rate”

means (a) with respect to any Obligation for which a rate is specified, a rate per annum equal to two percent (2%) in excess of the

rate otherwise applicable thereto and (b) with respect to any Obligation for which a rate is not specified or available, a rate per

annum equal to the Base Rate plus the Applicable Rate for Revolving Loans that are Base Rate Loans plus two percent (2%),

in each case, to the fullest extent permitted by Applicable Law.

15

“Default Right”

has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as

applicable.

“Defaulting Lender”

means, subject to Section 2.15(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within

two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative

Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent

to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing)

has not been satisfied, or (ii) pay to the Administrative Agent, the L/C Issuer, the Swingline Lender or any other Lender any other

amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swingline Loans) within

two (2) Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent, the L/C Issuer or the Swingline

Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect

(unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position

is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable

default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three

(3) Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative

Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall

cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative

Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding

under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the

benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit

Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of

a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any

Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership

interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the

enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate,

disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is

a Defaulting Lender under any one or more of clauses (a) through (d) above, and the effective date of such status,

shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.15(b))

as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by

the Administrative Agent to the Borrower, the L/C Issuer, the Swingline Lender and each other Lender promptly following such determination.

“Deferred

Payment Certificate” has the meaning given to such term

in the Deferred Payment Subordination Agreement.

“Deferred

Payment Subordination Agreement” means that certain Deferred Payment Subordination Agreement, dated as of the First Amendment

Effective Date, executed by the Subordinated Creditors (as defined therein), the Administrative Agent, and the Loan Parties (other than

Pubco) and pursuant to which the payment of the Sandplant Deferred Payment is subordinated in right of payment to the prior payment of

the Obligations.

“Designated Jurisdiction”

means any country or territory to the extent that such country or territory is the subject of any Sanction.

16

“Disposition”

or “Dispose” means the sale, transfer, license, lease or other disposition (including any Sale and Leaseback

Transaction) of any property by any Loan Party or Subsidiary (or the granting of any option or other right to do any of the foregoing),

including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights

and claims associated therewith. The term “Disposition” shall

not be deemed to include any Equity Issuance.

“Disqualified

Equity Interests” means, with respect to any Person, any Equity Interest of such Person which, by its terms (or by the terms

of any security or other Equity Interests into which it is convertible or for which it is exchangeable at the option of the holder thereof),

or upon the happening of any event or condition (a) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or

otherwise, (b) is redeemable or is required to be repurchased by such Person or any of its Affiliates at the option of the holder

thereof, in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible

into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case,

prior to the date that is 91 days after the Maturity Date; provided that, any such Equity Interests that would constitute Disqualified

Equity Interests solely because the holders thereof have the right to require the Borrower or an Affiliate thereof to repurchase or redeem

such Equity Interests upon the occurrence of a change of control or an asset sale shall not constitute Disqualified Equity Interests so

long as the terms of such Equity Interests provide that such repurchase or redemption is (i) not required unless permitted under

this Agreement or (ii) subject to the prior payment in full of the Obligations and the termination of the Aggregate Commitments.

“Dollar”

and “$” mean lawful money of the United States.

“Domestic Subsidiary”

means any Subsidiary that is organized under the laws of the United States, any state thereof or the District of Columbia.

“Eagle Concrete”

means Eagle Concrete Holdings, LLC, a Delaware limited liability company and wholly-owned Subsidiary of the Borrower.

“EEA Financial

Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject

to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution

described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which

is a Subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated

supervision with its parent.

“EEA Member Country”

means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution

Authority” means any public administrative authority or any Person entrusted with public administrative authority of any

EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Electronic Record”

and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006,

as it may be amended from time to time.

“Eligible Assignee”

means any Person that meets the requirements to be an assignee under Section 11.06 (subject to such consents, if any, as may

be required under Section 11.06(b)(iii)).

“Environment”

means ambient air, indoor air, surface water, groundwater, drinking water, soil, surface and subsurface strata, and natural resources

such as wetland, flora and fauna.

17

“Environmental

Laws” means any and all federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders,

decrees, permits, agreements or governmental restrictions relating to pollution and the protection of the Environment (to the extent related

to exposure to hazardous materials), including those relating to the manufacture, generation, handling, transport, storage, treatment,

Release or threat of Release of Hazardous Materials, air emissions and discharges to waste or public systems.

“Environmental

Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation,

fines, penalties or indemnities), of the Borrower, any other Loan Party or any of their respective Subsidiaries whether based in contract,

tort, implied or express warranty, strict liability, criminal or civil statute or common law, directly or indirectly relating to (a) any

violation of an Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous

Materials, (c) exposure to any Hazardous Materials, (d) Release or threatened Release of any Hazardous Materials or (e) any

contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental

Permit” means any permit, certification, registration, approval, identification number, license or other authorization required

under any Environmental Law.

“Equity Interests”

means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all

of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership

or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership

or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or

such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests

therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on

any date of determination.

“Equity

Issuance” means, any issuance by any Loan Party or any Subsidiary to any Person of its Equity Interests, other than (a) any

issuance of its Equity Interests pursuant to the exercise of options or warrants, (b) any issuance of its Equity Interests pursuant

to the conversion of any debt securities to equity or the conversion of any class of equity securities to any other class of equity securities,

(c) any issuance of options or warrants relating to its Equity Interests, (d) any issuance by Pubco of its Equity Interests

as consideration for an Acquisition or other Investment permitted by Section 7.03, (e) any issuance by Pubco of its Equity Interests

in connection with the De-SPAC Transaction, whether issued on or before the De-SPAC Closing Date or within 60 days thereafter (or 90 days

thereafter with the consent of the Administrative Agent in its sole discretion), including, without limitation, in connection with the

Management Aggregator Distribution, the PIPE Investment, the Dothan Independent Closing Shares, the Dothan Founder Shares, the Omnibus

Incentive Plan and the ESPP (as each such term is defined in the De-SPAC Combination Agreement), (f) any issuance by Pubco of Permitted

Preferred Pubco Equity, (g) any Specified Equity Contribution and (h) the issuance of Equity Interests of Pubco or equity-based

awards to any officer, director, employee or consultant of Pubco or

any of its Subsidiaries in the ordinary course of business under any

employee stock option or stock purchase plan or employee benefit plan or similar plan in existence from time to time, including, without

limitation, the Omnibus Incentive Plan and the ESPP. For the avoidance of doubt, the issuance of any Preferred Pubco Equity, other than

Permitted Preferred Pubco Equity, shall be deemed to be an “Equity Issuance” hereunder. The term “Equity Issuance”

shall not be deemed to include any Disposition or any Debt Issuance.

“ERISA”

means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.

18

“ERISA Affiliate”

means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Sections 414(b) or

(c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the

Code).

“ERISA Event”

means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Borrower or any ERISA Affiliate from

a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer”

as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of

ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that

a Multiemployer Plan is insolvent; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as

a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan;

(f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment

of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan is considered an at-risk plan or a plan

in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; (h) the

imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA,

upon the Borrower or any ERISA Affiliate or (i) a failure by the Borrower or any ERISA Affiliate to meet all applicable requirements

under the Pension Funding Rules in respect of a Pension Plan, whether or not waived, or the failure by the Borrower or any ERISA

Affiliate to make any required contribution to a Multiemployer Plan.

“EU Bail-In

Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor

person), as in effect from time to time.

“Event of Default”

has the meaning specified in Section 8.01.

“Exchange

Act” means the Securities Exchange Act of 1934, including all amendments thereto and regulations promulgated thereunder.

“Excluded Property”

means, with respect to any Loan Party, (a) any contract rights (other than rights relating to the proceeds of accounts and rights

to payments of any nature) to the extent and for so long as such contractual right, by its terms or because of applicable law, prohibits

the creation or granting of a security interest (but only to the extent any such prohibition is not rendered ineffective by, or is not

otherwise unenforceable under, the UCC or other applicable Law), (b) any owned or leased real property and any fixtures located thereon

or affixed thereto, unless requested by the Administrative Agent or the Required Lenders, provided that no such request

shall be permitted to the extent such owned or leased property has a fair market value of less than $2,000,000, (c) unless requested

by the Administrative Agent or the Required Lenders, any Intellectual Property for which a perfected Lien thereon is not effected either

by filing of a UCC financing statement or by appropriate evidence of such Lien being filed in either the United States Copyright Office

or the United States Patent and Trademark Office, (d) the Equity Interests of any Foreign Subsidiary of any Loan Party to the extent

not required to be pledged to secure the Secured Obligations pursuant to the Collateral Documents, (e) any property which, subject

to the terms of Section 7.02(c), is subject to a Lien of the type described in Section 7.01(i) pursuant to

documents that prohibit such Loan Party from granting any other Liens in such property and,

(f) any aircraft, airframe, aircraft engine or related property that

is subject to a Lien of the type described in Section 7.01(o)  pursuant to documents that prohibit such Loan Party from granting

any other Liens in such property, and (g) any of the following accounts (collectively, “Excluded Accounts”)

and the amounts properly contained therein or credited thereto: (i) any payroll accounts, (ii) any pension and pension reserve

accounts, and (iii) any employee benefit accounts; provided that any amount improperly deposited in the Excluded Accounts

shall nevertheless constitute Collateral.

19

“Excluded Swap

Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the

Guaranty of such Guarantor of, or the grant by such Guarantor of a Lien to secure, such Swap Obligation (or any Guarantee thereof) is

or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the

application or official interpretation thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible

contract participant” as defined in the Commodity Exchange Act (determined after giving effect to Section 10.11 and

any other “keepwell”, support or other agreement for the benefit of such Guarantor and any and all guarantees of such Guarantor’s

Swap Obligations by other Loan Parties) at the time the Guaranty of such Guarantor, or grant by such Guarantor of a Lien, becomes effective

with respect to such Swap Obligation. If a Swap Obligation arises under a Master Agreement governing more than one Swap Contract, such

exclusion shall apply only to the portion of such Swap Obligation that is attributable to Swap Contracts for which such Guaranty or Lien

is or becomes excluded in accordance with the first sentence of this definition.

“Excluded Taxes”

means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to

a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in

each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the

case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that

are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the

account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which

(i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under

Section 11.13) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Sections

3.01(b) or (d), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before

such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such

Recipient’s failure to comply with Section 3.01(f) and (d) any U.S. federal withholding Taxes imposed pursuant

to FATCA.

“Extraordinary

Receipt” means any cash received by or paid to or for the account of any Person not in the ordinary course of business,

including tax refunds, pension plan reversions, proceeds of insurance (other than proceeds of business interruption insurance to the extent

such proceeds constitute compensation for lost earnings and proceeds of Involuntary Dispositions), indemnity payments and any purchase

price adjustments; provided, however, that an Extraordinary Receipt shall not include cash receipts from proceeds of insurance

or indemnity payments to the extent that such proceeds, awards or payments are received by any Person in respect of any third party

claim against such Person and applied to pay (or to reimburse such Person for its prior payment of) such claim and the costs and expenses

of such Person with respect thereto.

“Facility”

means the Term Facility or the Revolving Facility, as the context may require.

“Facility Termination

Date” means the date as of which all of the following shall have occurred: (a) the Aggregate Commitments have terminated,

(b) all Obligations have been paid in full (other than contingent indemnification obligations), and (c) all Letters of Credit

have terminated or expired (other than Letters of Credit as to which other arrangements with respect thereto satisfactory to the Administrative

Agent and the L/C Issuer shall have been made).

“FASB ASC”

means the Accounting Standards Codification of the Financial Accounting Standards Board.

“FATCA”

means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively

comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof and

any agreements entered into pursuant to Section 1471(b)(1) of the Code, and any intergovernmental agreement, treaty or convention

among Governmental Authorities (and related fiscal or regulatory legislation, or related official rules or practices) implementing

the foregoing.

20

“Federal Funds

Rate” means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such day’s

federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set

forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York

as the federal funds effective rate; provided that if the Federal Funds Rate as so determined would be less than zero, such rate shall

be deemed to be zero for the purposes of this Agreement.

“Fee Letter”

means the letter agreement, dated as of July 25, 2023, between SunTx Capital III Management Corp., a Texas corporation, the Administrative

Agent and the Arranger, as amended pursuant to that certain letter agreement dated March 18, 2024.

“Financial Covenants”

means the covenants set forth in Section 7.11(a) and Section 7.11(b).

“First

Amendment” means that certain First Amendment and Increase to Credit Agreement, dated as of October 17, 2025, by and among

the Borrower, the other Loan Parties (other than Pubco) party thereto, the Administrative Agent, the First Amendment Incremental Term

Lenders, the Revolving Lenders, and the other Lenders party thereto.

“First

Amendment Effective Date” means the date that all of the conditions to effectiveness set forth in Section 6 of the First

Amendment are satisfied.

“First

Amendment Effective Date Acquisition” means the acquisition by Eagle Redi-Mix Concrete, LLC of the assets of the First Amendment

Effective Date Seller pursuant to the First Amendment Effective Date Asset Purchase Agreement.

“First

Amendment Effective Date Acquisition Documents” means (i) the Asset Purchase and Contribution Agreement dated as of October 17,

2025 by and among Eagle Redi-Mix Concrete, LLC, the First Amendment Effective Date Seller, each equity holder of the First Amendment Effective

Date Seller (each an “Owner” and collectively, the “Owners”) and certain other individuals (the

“Acquisition Transaction Beneficiaries”) (the “First Amendment Effective Date Asset Purchase Agreement”)

and (ii) all other agreements, documents and instruments delivered in connection therewith, including all annexes, appendices, exhibits

and schedules thereto.

“First

Amendment Effective Date Rollover Equity” means the Preferred Equity being issued in connection with the First Amendment Effective

Date Acquisition in an aggregate amount not less than $20,000,000.

“First

Amendment Effective Date Seller” means SRM, Inc. DBA Schwarz Ready Mix, an Oklahoma corporation (together with one or more

of its affiliates).

“First

Amendment Fee Letter” means the letter agreement, dated as of July 14, 2025, between Borrower, the Administrative Agent,

and the Arranger.

“First

Amendment Incremental Term Commitment” means, as to each First Amendment Incremental Term Lender, its Incremental Term Commitments

effective pursuant to Section 2(a) of the First Amendment. The aggregate amount of all First Amendment Incremental Term Commitments

of the First Amendment Incremental Term Lenders on the First Amendment Effective Date shall be $75,0000,000.

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“First

Amendment Incremental Term Lenders” means those Term Lenders agreeing to make Additional Term Loans on the First Amendment Effective

Date pursuant to Section 2.01(c) and the First Amendment.

“First

Pubco Reporting Quarter” has the meaning specified in Section 6.01(b)(ii).

“Fiscal Quarter”

means (a) prior to the De-SPAC Closing Date, any of the quarterly

accounting periods of Holdings and the Subsidiaries ending on March 31, June 30, September 30 and December 31 of each

Fiscal Year and (b) from and after the De-SPAC Closing Date, any of

the quarterly accounting periods of Pubco and the Subsidiaries ending on March 31, June 30, September 30 and December 31

of each Fiscal Year.

“Fiscal Year”

means (a) prior to the De-SPAC Closing Date, the fiscal year

of Holdings and the Subsidiaries, which period shall be the 12-month period ending on December 31 of each year and

(b) from and after the De-SPAC Closing Date, the fiscal year of Pubco and the Subsidiaries, which period shall be the 12-month period

ending on December 31 of each year.

“Foreign Lender”

means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person,

a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.

For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single

jurisdiction.

“Foreign Subsidiary”

means any Subsidiary that is not a Domestic Subsidiary.

“FRB”

means the Board of Governors of the Federal Reserve System of the United States.

“Fronting Exposure”

means, at any time there is a Defaulting Lender that is a Revolving Lender, (a) with respect to the L/C Issuer, such Defaulting Lender’s

Applicable Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation

obligation has been reallocated to other Revolving Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with

respect to the Swingline Lender, such Defaulting Lender’s Applicable Percentage of Swingline Loans other than Swingline Loans as

to which such Defaulting Lender’s participation obligation has been reallocated to other Revolving Lenders or Cash Collateralized

in accordance with the terms hereof.

“FSHCO”

means any Subsidiary substantially all of the assets of which constitute the Equity Interests and/or Indebtedness of one or more Subsidiaries

that are CFCs.

“Fund”

means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial

loans and similar extensions of credit in the ordinary course of its activities.

“Funding Indemnity

Letter” means a funding indemnity letter, substantially in the form of Exhibit N.

“GAAP”

means generally accepted accounting principles in the United States set forth from time to time in the opinions and pronouncements of

the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial

Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the accounting profession) including,

without limitation, the FASB Accounting Standards Codification, that are applicable to the circumstances as of the date of determination,

consistently applied and subject to Section 1.03.

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“Governmental

Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether

state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive,

legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including, without limitation,

any supra-national bodies such as the European Union or the European Central Bank).

“Governmental

Requirement” means any law, statute, code, ordinance, order, determination, rule, regulation, judgment, decree, injunction,

franchise, permit, certificate, license, rules of common law, authorization or other directive or requirement, whether now or hereinafter

in effect, of any Governmental Authority.

“Guarantee”

means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of

guaranteeing any Indebtedness of the kind described in clauses (a) through (g) of the definition thereof or other

obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly

or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds

for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services

for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness

or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or

level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation,

or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation

of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any

Lien on any assets of such Person securing any Indebtedness of the kind described in clauses (a) through (g) of

the definition thereof or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed or expressly

undertaken by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount

of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion

thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in

respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a

corresponding meaning.

“Guaranteed Obligations”

has the meaning set forth in Section 10.01.

“Guarantors”

means, collectively, (a) HoldingsPubco,

(b) the Subsidiaries of HoldingsPubco

(other than the Borrower) as are or may from time to time become parties to this Agreement pursuant to Section 6.13,

and (bc)

with respect to Additional Secured Obligations owing by any Loan Party or any of its Subsidiaries and any Swap Obligation of a Specified

Loan Party (determined before giving effect to Sections 10.01 and 10.11) under the Guaranty, the Borrower.

“Guaranty”

means, collectively, the Guarantee made by the Guarantors under Article X in favor of the Secured Parties, together with each

other guaranty delivered pursuant to Section 6.13.

“Haymaker

Subsidiary” means Haymaker Acquisition Corp. 4, a Delaware corporation.

“Hazardous Materials”

means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum

or petroleum distillates, natural gas, natural gas liquids, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon

gas, toxic mold, infectious or medical wastes and all other substances, wastes, chemicals, pollutants, contaminants or compounds of any

nature in any form regulated pursuant to any Environmental Law.

23

“Hedge Bank”

means any Person in its capacity as a party to a Swap Contract that, at the time it enters into a Swap Contract not prohibited under Articles

VI or VII, is a Lender or an Affiliate of a Lender, in its capacity as a party to such Swap Contract (even if such Person ceases

to be a Lender or such Person’s Affiliate ceased to be a Lender); provided, in the case of a Secured Hedge Agreement with

a Person who is no longer a Lender (or Affiliate of a Lender), such Person shall be considered a Hedge Bank only through the stated termination

date (without extension or renewal) of such Secured Hedge Agreement and provided further that for any of the foregoing to be included

as a “Secured Hedge Agreement” on any date of determination by the Administrative Agent, the applicable Hedge Bank (other

than the Administrative Agent or an Affiliate of the Administrative Agent) must have delivered a Secured Party Designation Notice to the

Administrative Agent prior to such date of determination.

“Holdings”

means Concrete Partners Holding, LLC, a Delaware limited liability company.

“Holdings LLC

Agreement” means that certain Second Amended and Restated

Limited Liability Company Agreement of Holdings dated as of July 29, 2024the

De-SPAC Closing Date (as in effect on the date hereofDe-SPAC

Closing Date or as modified in accordance with Section 7.12(a) of this Agreement).

“Increase

Effective Date” has the meaning specified in Section 2.16(a).

“Increase

Joinder” has the meaning specified in Section 2.16(c).

“Incremental

Commitments” means Incremental Revolving Commitments and/or Incremental Term Commitments.

“Incremental

Revolving Commitment” has the meaning specified in Section 2.16(a).

“Incremental

Term Commitment” has the meaning specified in Section 2.16(a).

“Incremental

Term Loan Maturity Date” has the meaning specified in Section 2.16(c).

“Incremental

Term Loans” means any loans made pursuant to any Incremental Term Commitments.

“Indebtedness”

means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities

in accordance with GAAP:

(a)         all

obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements

or other similar instruments;

(b)         all

direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances,

bank guaranties, surety bonds and similar instruments;

(c)         net

obligations of such Person under any Swap Contract;

(d)         all

obligations (including, without limitation, earnout obligations which have been earned and remain unpaid) of such Person to pay the deferred

purchase price of property or services (other than trade accounts payable in the ordinary course of business and not past due for more

than ninety (90) days after the date on which such trade account was created);

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(e)          indebtedness

(excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising

under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person

or is limited in recourse;

(f)          all

Attributable Indebtedness in respect of Capitalized Leases and Synthetic Lease Obligations of such Person and all Synthetic Debt of such

Person;

(g)         all

obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest in such

Person or any other Person or any warrant, right or option to acquire such Equity Interest, valued, in the case of a redeemable preferred

interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and

(h)         all

Guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, the

Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself

a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is

expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be

the Swap Termination Value thereof as of such date. For the avoidance of doubt, (A) prior

to the De-SPAC Closing Date, the term “Indebtedness” shall exclude obligations with respect to Preferred Equity and

Senior Preferred Equity and (B) for periods prior to and after the De-SPAC Closing Date, the term “Indebtedness” shall

exclude obligations with respect to Preferred Pubco Equity.

“Indemnified Taxes”

means all (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation

of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

“Indemnitee”

has the meaning specified in Section 11.04(b).

“Information”

has the meaning specified in Section 11.07(a).

“Intellectual

Property” has the meaning set forth in the Security Agreement.

“Intercompany

Debt” has the meaning specified in Section 7.02(d).

“Interest Payment

Date” means, (a) as to any Term SOFR Loan, the last day of each Interest Period applicable to such Loan and the Maturity

Date; provided, however, that if any Interest Period for a Term SOFR Loan exceeds three (3) months, the respective

dates that fall every three (3) months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as

to any Base Rate Loan or Swingline Loan, the last Business Day of each March, June, September and December and the Maturity

Date.

25

“Interest Period”

means as to each Term SOFR Loan, the period commencing on the date such Term SOFR Loan is disbursed or converted to or continued as a

Term SOFR Loan and ending on the date one, three or six months thereafter, as selected by the Borrower in its Loan Notice, or such other

period that is twelve months or less requested by the Borrower and consented to by all the Appropriate Lenders and the Administrative

Agent (in the case of each requested Interest Period, subject to availability); provided that:

(a)            any

Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless,

in the case of a Term SOFR Loan, such Business Day falls in another calendar month, in which case such Interest Period shall end on the

next preceding Business Day;

(b)           any

Interest Period pertaining to a Term SOFR Loan that begins on the last Business Day of a calendar month (or on a day for which there is

no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar

month at the end of such Interest Period; and

(c)            no

Interest Period shall extend beyond the Maturity Date.

“Investment”

means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or

other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption

of debt of, or purchase or other acquisition of any other debt or interest in, another Person (including any partnership or joint venture

interest in such other Person and any arrangement pursuant to which the investor guaranties Indebtedness of such other Person), or (c) the

purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person which constitute all or substantially

all of the assets of such Person or of a division, line of business or other business unit of such Person. For purposes of covenant compliance,

the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value

of such Investment.

“Involuntary Disposition”

means any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any property of any Loan Party

or any Subsidiary.

“IRS”

means the United States Internal Revenue Service.

“ISP”

means the International Standby Practices, International Chamber of Commerce Publication No. 590 (or such later version thereof

as may be in effect at the applicable time).

“Issuer Documents”

means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered

into by the L/C Issuer and the Borrower (or any Subsidiary) or in favor of the L/C Issuer and relating to such Letter of Credit.

“Joinder Agreement”

means a joinder agreement substantially in the form of Exhibit D executed and delivered in accordance with the provisions

of Section 6.13.

“Landlord Waiver”

means a landlord or warehouse waiver substantially in the form of Exhibit O.

“Laws”

means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances,

codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental

Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties,

requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having

the force of law.

26

“L/C

Advance” means, with respect to each Revolving Lender, such Lender’s funding of its participation in any L/C Borrowing

in accordance with its Applicable Revolving Percentage.

“L/C

Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed

on the date when made or refinanced as a Revolving Borrowing.

“L/C

Commitment” means, with respect to the L/C Issuer, the commitment of the L/C Issuer to issue Letters of Credit hereunder.

The initial amount of the L/C Issuer’s L/C Commitment is set forth on Schedule 1.01(b). The L/C Commitment of the L/C Issuer

may be modified from time to time by agreement between the L/C Issuer and the Borrower and notified to the Administrative Agent.

“L/C

Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof,

or the increase of the amount thereof.

“L/C

Disbursement” means a payment made by the L/C Issuer pursuant to a Letter of Credit.

“L/C

Issuer” means Bank of America in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters

of Credit hereunder.

“L/C

Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters

of Credit plus the aggregate of all Unreimbursed Amounts (including all L/C Borrowings). For purposes of computing the amount available

to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06.

For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still

be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding”

in the amount so remaining available to be drawn.

“LCA

Test” has the meaning specified in Section 1.09.

“Lender”

means each of the Persons identified as a “Lender” on the signature pages hereto, each other Person that becomes a “Lender”

in accordance with this Agreement and, their successors and assigns and, unless the context requires otherwise, includes the Swingline

Lender.

“Lender Party”

and “Lender Recipient Party” means collectively, the Lenders, the Swingline Lender and the L/C Issuer.

“Lending Office”

means, as to the Administrative Agent, the L/C Issuer or any Lender, the office or offices of such Person described as such in such Person’s

Administrative Questionnaire, or such other office or offices as such Person may from time to time notify the Borrower and the Administrative

Agent; which office may include any Affiliate of such Person or any domestic or foreign branch of such Person or such Affiliate.

“Letter of Credit”

means any standby letter of credit issued hereunder.

“Letter of Credit

Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time

to time in use by the L/C Issuer.

“Letter of Credit

Expiration Date” means the day that is seven (7) days prior to the Maturity Date (or, if such day is not a Business

Day, the next preceding Business Day).

“Letter of Credit

Fee” has the meaning specified in Section 2.03(m).

27

“Letter of Credit

Sublimit” means, as of any date of determination, an amount equal to the lesser of (a) $5,000,000 and (b) the

Revolving Facility. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Facility.

“Leverage Step-Up”

has the meaning specified in Section 7.11(a).

“Lien”

means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), charge, or preference,

priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever

(including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property

and any financing lease having substantially the same economic effect as any of the foregoing).

“Limited

Condition Acquisition” means a Permitted Acquisition by Borrower or another Loan Party that is not conditioned on the availability

of, or on obtaining, third party financing.

“Loan”

means an extension of credit by a Lender to the Borrower under Article II in the form of a Term Loan, a Revolving Loan or

a Swingline Loan.

“Loan Documents”

means, collectively, (a) this Agreement, (b) the Notes, (c) the Guaranty, (d) the Collateral Documents, (e) the

Fee Letter and the First Amendment Fee Letter, (f) each Issuer

Document, (g)  each Joinder Agreement, (h) the Management Fee Subordination Agreement, (i) theany

Preferred Equity Subordination Agreement, (j) any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions

of Section 2.14, and (k) all other certificates, agreements and instruments executed and delivered, in each case, by

or on behalf of any Loan Party pursuant to the foregoing (but specifically excluding any Secured Hedge Agreement or any Secured Cash Management

Agreement) and any amendments, modifications or supplements thereto or to any other Loan Document or waivers hereof or to any other Loan

Document; provided, however, that for purposes of Section 11.01, “Loan Documents” shall mean this

Agreement, the Guaranty and the Collateral Documents.

“Loan Notice”

means a notice of (a) a Borrowing, (b) a conversion of Loans from one Type to the other, or (c) a continuation of Term

SOFR Loans, pursuant to Section 2.02(a), which shall be substantially in the form of Exhibit E or such other form

as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall

be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.

“Loan Parties”

means, collectively, the Borrower and each Guarantor.

“Management Agreement”

means that certain Management and Consulting Agreement between Management Entity and Pubco

(as the assignee of the obligations of Holdings thereunder) dated

as of July 29, 2024, as amended by that certain Amendment No. 1

to Management and Consulting Agreement, in the form of Exhibit E to the De-SPAC Combination Agreement, effective as of the De-SPAC

Closing Date.

“Management Entity”

means Dothan Concrete Investments Management, LLC, a Texas limited liability company, or any Sponsor-Controlled successor entity.

“Management Fee

Subordination Agreement” means the management fee subordination agreementAmended

and Restated Management Fee Subordination Agreement, dated as of the De-SPAC

Closing Date, executed by the Management Entity, Borrower and,

Pubco (as the assignee of Holdings in favor of)

and the Administrative Agent.

28

“Management Group”

shall mean the group consisting of the directors, managers, executive officers and other management personnel of the Borrower, any Subsidiary

or Holdings, as the case may be, on the Closing Date after giving effect to the Transactions.

“Master Agreement”

has the meaning set forth in the definition of “Swap Contract.”

“Material Acquisition”

means any Acquisition for which the Cost of Acquisition paid by the Loan Parties and their Subsidiaries is equal to or greater than $25,000,000.

“Material Adverse

Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties,

liabilities (actual or contingent) or financial condition of the Loan Parties and their Subsidiaries taken as a whole; or (b) a material

adverse effect on (i) the ability of any Loan Party to perform its Obligations under any Loan Document to which it is a party, (ii) the

legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party or (iii) the

rights, remedies and benefits available to, or conferred upon, the Administrative Agent or any Lender under any Loan Documents.

“Material Contract”

means, with respect to any Person, each contract or agreement (a) to which such Person is a party involving aggregate consideration

payable to or by such Person of the Threshold Amount or more or (b) otherwise material to the business, condition (financial or otherwise),

operations, performance, properties or prospects of such Person or (c) any other contract, agreement, permit or license, written

or oral, of the Borrower and its Subsidiaries as to which the breach, nonperformance, cancellation or failure to renew by any party thereto,

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

“Maturity Date”

means (a) with respect to the Revolving Facility, July 29,

2029, (b) with respect to the Term Facility (including,

for the avoidance of doubt, the Additional Term Loans), July 29,

2029, and (c) with respect to any Incremental Term Loans, the Incremental Term Loan Maturity Date; provided, however,

that, in each case, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.

“Measurement Period”

means, at any date of determination, the most recently completed four (4) Fiscal Quarters (or, for purposes of determining Pro Forma

Compliance, the most recently completed four (4) Fiscal Quarters for which financial statements have been delivered pursuant to Section 6.01).

“Minimum Collateral

Amount” means, at any time, (a) with respect to Cash Collateral consisting of cash or deposit account balances, an

amount equal to 103% of the Fronting Exposure of the L/C Issuer with respect to Letters of Credit issued and outstanding at such time

and (b) otherwise, an amount determined by the Administrative Agent and the L/C Issuer in their sole discretion.

“Moody’s”

means Moody’s Investors Service, Inc. and any successor thereto.

“Multiemployer

Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower

or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five (5) plan years, has made or been

obligated to make contributions.

“Multiple Employer

Plan” means a Plan which has two or more contributing sponsors (including the Borrower or any ERISA Affiliate) at least

two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

29

“Net Cash Proceeds”

means the aggregate cash or Cash Equivalents proceeds received by any Loan Party or any Subsidiary in respect of any Disposition, Equity

Issuance, Debt Issuance or Involuntary Disposition, net of (a) direct costs incurred in connection therewith (including, without

limitation, legal, accounting and investment banking fees and sales commissions), (b) taxes paid or payable as a result thereof and

(c) in the case of any Disposition or any Involuntary Disposition, the amount necessary to retire any Indebtedness secured by a Permitted

Lien (ranking senior to any Lien of the Administrative Agent) on the related property; it being understood that “Net Cash Proceeds”

shall include, without limitation, any cash or Cash Equivalents received upon the sale or other disposition of any non-cash consideration

received by any Loan Party or any Subsidiary in any Disposition, Equity Issuance,

Debt Issuance or Involuntary Disposition.

“New

Revolving Lender” has the meaning specified in Section 2.16(c).

“Non-Consenting

Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all

Lenders or all affected Lenders, or all Lenders or all affected Lenders in a Facility, in accordance with the terms of Section 11.01

and (b) has been approved by the Required Lenders.

“Non-Defaulting

Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

“Non-Extension

Notice Date” has the meaning specified in Section 2.03(b).

“Note”

means a Term Note or a Revolving Note, as the context may require.

“Notice of Intent

to Cure” has the meaning specified in Section 8.03(a).

“Notice of Loan

Prepayment” means a notice of prepayment with respect to a Loan, which shall be substantially in the form of Exhibit R

or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission

system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.

“Obligations”

means (a) all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document

or otherwise with respect to any Loan, or Letter of Credit and (b) all costs and expenses incurred in connection with enforcement

and collection of the foregoing, including the fees, charges and disbursements of counsel, in each case whether direct or indirect (including

those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest,

expenses and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof pursuant to any proceeding

under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest, expenses and fees

are allowed claims in such proceeding; provided that, without limiting the foregoing, the Obligations of a Guarantor shall exclude

any Excluded Swap Obligations with respect to such Guarantor.

“OFAC”

means the Office of Foreign Assets Control of the United States Department of the Treasury.

“Officer’s

Certificate” means a certificate substantially the form of Exhibit L or any other form approved by the Administrative

Agent.

30

“Organization

Documents” means, (a) with respect to any corporation, the charter or certificate or articles of incorporation and

the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any

limited liability company, the certificate or articles of formation or organization and operating agreement or limited liability company

agreement (or equivalent or comparable documents with respect to any non-U.S. jurisdiction); (c) with respect to any partnership,

joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization

(or equivalent or comparable documents with respect to any non-U.S. jurisdiction) and (d) with respect to all entities, any agreement,

instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental

Authority in the jurisdiction of its formation or organization (or equivalent or comparable documents with respect to any non-U.S. jurisdiction).

“Other Connection

Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient

and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party

to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction

pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes”

means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made

under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest

under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to

an assignment (other than an assignment made pursuant to Section 11.13).

“Outstanding Amount”

means (a) with respect to Term Loans, Revolving Loans and Swingline Loans on any date, the aggregate outstanding principal amount

thereof after giving effect to any Borrowings and prepayments or repayments of Term Loans, Revolving Loans and Swingline Loans, as the

case may be, occurring on such date; and (b) with respect to any L/C Obligations on any date, the amount of such L/C Obligations

on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the

L/C Obligations as of such date, including as a result of any reimbursements by the Borrower of Unreimbursed Amounts.

“Participant”

has the meaning specified in Section 11.06(d).

“Participant Register”

has the meaning specified in Section 11.06(d).

“Patriot Act”

has the meaning specified in Section 11.19.

“PBGC”

means the Pension Benefit Guaranty Corporation.

“Pension Funding

Rules” means the rules of the Code and ERISA regarding minimum funding standards with respect to Pension Plans and

set forth in Sections 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.

“Pension Plan”

means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed

to by the Borrower and any ERISA Affiliate or with respect to which the Borrower or any ERISA Affiliate has any liability and is either

covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code.

“Perfection Certificate”

means the perfection and information certificate, executed in favor of the Administrative Agent by the Loan Parties.

31

“Permitted Acquisition”

means an Acquisition by a Loan Party (the Person or division, line of business or other business unit of the Person to be acquired in

such Acquisition shall be referred to herein as the “Target”), in each case that is a type of business (or assets used

in a type of business) permitted to be engaged in by the Borrower and its Subsidiaries pursuant to the terms of this Agreement, in each

case so long as:

(a)            no

Default shall then exist or would exist after giving effect thereto;

(b)            the

Loan Parties shall demonstrate to the reasonable satisfaction of the Administrative Agent that, after giving effect to the Acquisition

on a Pro Forma Basis, (i) the Loan Parties are in Pro Forma Compliance and (ii) the Consolidated Senior Leverage Ratio shall

be at least 0.25 to 1.0 less than the then applicable level set forth in Section 7.11(a) (after giving effect to any

Leverage Step-Up to the extent the Borrower elects to have a Leverage Step-Up with respect to a Material Acquisition), calculated using

the same Measurement Period used to determine Pro Forma Compliance;

(c)            the

Administrative Agent, on behalf of the Secured Parties, shall have received (or shall receive in connection with the closing of such Acquisition)

a first priority perfected security interest in all property (including, without limitation, Equity Interests) acquired with respect to

the Target in accordance with the terms of Section 6.14 and the Target, if a Person, shall have executed a Joinder Agreement

in accordance with the terms of Section 6.13;

(d)            the

Administrative Agent and the Lenders shall have received not less than thirty (30) days prior to the consummation of any such Acquisition

(i) a description of the material terms of such Acquisition, (ii) audited financial statements (or, if unavailable, management-prepared

financial statements) of the Target for its two most recent Fiscal Years and for any Fiscal Quarters ended within the Fiscal Year to date,

(iii) Consolidated projected income statements of the Borrower and its Subsidiaries (giving effect to such Acquisition), and (iv) not

less than five (5) Business Days prior to the consummation of any Permitted Acquisition with a purchase price in excess of $10,000,000,

a Permitted Acquisition Certificate, executed by a Responsible Officer of the Borrower certifying that such Permitted Acquisition complies

with the requirements of this Agreement;

(e)            the

Target shall have earnings before interest, taxes, depreciation and amortization for the four (4) Fiscal Quarter period prior to

the acquisition date in an amount greater than $0;

(f)            such

Acquisition shall not be a "hostile" Acquisition and shall have been approved by the board of directors (or equivalent) and/or

shareholders (or equivalent) of the applicable Loan Party and the Target;

(g)            after

giving effect to such Acquisition and any Borrowings made in connection therewith, the aggregate principal amount of Revolving Loans available

to be borrowed under Section 2.01(b) hereof shall be at least $2,000,000; and

(h)            the

Cost of Acquisition paid by the Loan Parties and their Subsidiaries (i) in connection with any single Acquisition shall not exceed

$20,000,000 and (ii) for all Acquisitions made during the term of this Agreement shall not exceed $50,000,000100,000,000;

provided, further, that any earnouts or similar deferred or contingent obligations of any Borrower in connection with such

Acquisition shall be subordinated to the Obligations in a manner and to the extent reasonably satisfactory to the Administrative Agent.

“Permitted Acquisition

Certificate” means a certificate substantially the form of Exhibit T or any other form approved by the Administrative

Agent.

32

“Permitted

Airplane Financing” means Indebtedness of the Loan Parties incurred on or after the First Amendment Effective Date and all extensions,

renewals or replacements of any such Indebtedness, which Indebtedness shall finance or refinance the purchase of and any renovation to

an aircraft. For the avoidance of doubt, the BANA Permitted Airplane Financing is a “Permitted Airplane Financing.”

“Permitted Equipment

Financings” means Indebtedness of the Loan Parties to any Lender party hereto (or

any Affiliate of a Lender) incurred on or after the Closing Date and all extensions and renewals of any such Indebtedness, which

Indebtedness shall finance or refinance certain equipment purchases

of applicable Loan Parties; provided that (a) the stated maturity of such Indebtedness shall not be earlier than the date

that is six (6) months after the Maturity Date, (b) any Liens granted with respect to such equipment securing the Secured Obligations

that are required to be subordinated to the Liens granted with respect to such equipment securing such Indebtedness shall be subordinated

on terms and conditions satisfactory to the Administrative Agent, and (c) to the extent that such Lender requires a grant of a Lien

over Collateral (other than BALC Other Permitted Equipment Financing Collateral)

that is broader than such equipment financed by such Indebtedness, such Lien shall be subordinated to the Liens granted under the

Loan Documents on terms and conditions satisfactory to the Administrative Agent, including, but not limited to, by executing an intercreditor

agreement, in form and substance acceptable to the Administrative Agent. For

the avoidance of doubt, the BALC Permitted Equipment Financing is a “Permitted Equipment Financing.”

“Permitted Holders”

means (a) Sponsor, (b) Co-Investors, (c) any spouse, and any parent, child, grandparent, sibling, parent-in-law or child-in-law

of any of the foregoing Persons, (d) the estate of any of the foregoing Persons, (e) any trust or family partnership established

by any part of the foregoing Persons primarily for the benefit of any of the foregoing Persons and Controlled by any such Person, and

(f) any other Person for which Holdingswith

respect to which at least fifty-one percent (51%) of the equity and voting Equity Interests are owned and Controlled by the foregoing

Persons (or any combination thereof) and (g) any other Person for which Pubco provides Administrative Agent notice of a proposed

transfer by a holder of Equity Interests in HoldingsPubco

to such Person at least fifteen (15) days prior to such transfer and the Required Lenders have approved such transfer in their sole discretion.

“Permitted Liens”

has the meaning set forth in Section 7.01.

“Permitted

Preferred Pubco Equity” means Preferred Pubco Equity issued (a) on or about the De-SPAC Closing Date in redemption or exchange

of the Senior Preferred Equity or (b) on or after the De-SPAC Closing Date with respect to payment of the Sandplant Deferred Payment.

“Permitted

Tax Distributions” means:

(a) for

any taxable period in which the Borrower and/or any of its Subsidiaries is

a member of a consolidated, combined or similar income tax group of which a direct or indirect parent of the Borrower is the common parent

(a “Tax Group”), distributions by Borrower

to such direct or indirect parent of Borrower to pay federal, foreign, state and local income Taxes of such Tax Group that are attributable

to the taxable income of the Borrower and/or its Subsidiaries; provided that, for each taxable period, the amount of such payments

made in respect of such taxable period in the aggregate shall not exceed the amount that the Borrower and the Subsidiaries would have

been required to pay as a stand-alone Tax Group, reduced by any portion of such income Taxes directly paid by

the Borrower or any of its Subsidiaries; or

33

(b) with

respect to any taxable year (or portion thereof) with respect to which each of the Borrower and Holdings is a partnership or disregarded

entity for U.S. federal, state and/or local income tax purposes and Holdings is a direct owner of Borrower, distributions by the Borrower

to Holdings and by Holdings to its direct members to allow the direct and indirect owners of Holdings to pay any U.S. federal, state and

local income Taxes to the extent such Taxes are attributable to the taxable income or gain of the

Borrower and its Subsidiaries (that are classified a partnership or disregarded entity for U.S. federal,

state and/or local income tax purposes); provided that the amount of such distributions by the Borrower to Holdings and/or by Holdings

to its members with respect to any Tax period shall not exceed the amount of Tax distributions payable to the direct members of Holdings

with respect to such Tax period under Section 3.4 of the Amended and Restated Limited Liability Company Agreement of Holdings, as

in effect on the Closing Date; provided further that for purposes of computing the net taxable income or gain allocated to any

direct or indirect owner of Holdings for any Tax period (or portion thereof), such income or gain shall be reduced by any cumulative net

taxable loss with respect to all prior taxable periods (or portions thereof) beginning after the date hereof (determined as if all such

periods were one period) to the extent such cumulative net taxable loss is of a character (ordinary or capital) that would permit such

loss to be deducted against the income of the taxable year in question (or portion thereof);

provided

further that, distributions made pursuant to clause (a) or (b) above shall not constitute “Permitted

Tax Distributions” if a Default shall have occurred and be continuing at the

time of any action described above or would result therefrom.

“Permitted Transfers”

means (a) Dispositions of inventory in the ordinary course of business; (b) Dispositions of property to the Borrower or any

Subsidiaryof its Subsidiaries;

provided, that if the transferor of such property is a Loan Party then the transferee thereof must be a Loan Party; (c) Dispositions

of accounts receivable in connection with the collection or compromise thereof; (d) licenses, sublicenses, leases or subleases granted

to others not interfering in any material respect with the business of the Borrower and its Subsidiaries; and (e) the sale or disposition

of Cash Equivalents for fair market value.

“Person”

means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental

Authority or other entity.

“Plan”

means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees

of any Loan Party or any such Plan to which any Loan Party is required to contribute on behalf of any of its employees.

“Platform”

has the meaning specified in Section 6.02.

“Pledged Equity”

has the meaning specified in the Security Agreement.

“Preferred Equity”

means the “Senior Preferred Units” and the “Preferred

Units” as eachsuch

term is defined in the Holdings LLC Agreement as of any date of determination occurring

prior to the De-SPAC Closing Date.

“Preferred

Equity Holder’s Unreturned Contributions” means the “Unreturned Senior Preferred Contributions”

and the “Unreturned Preferred Equity Contributions” with respect to each Preferred Equity Holder as each is defined in the

Holdings LLC Agreement as of the any date of determination

“Preferred Equity

Holders” means the Senior Preferred Members and the Preferred Members.

“Preferred Equity

Subordination Agreement” means (i) that certain

Preferred Equity Subordination Agreement of even date herewith, by and among Borrower, the Preferred Equity Holders and Administrative

Agent, as amended, restated, supplemented or otherwise modified from time to time. and

(ii) any other Preferred Equity Subordination Agreement or joinder thereto, in form and substance satisfactory to Administrative

Agent, executed by Borrower (or Pubco, as applicable), any Preferred Equity Holder or Preferred Pubco Equity Holder and Administrative

Agent, as such agreements are amended, restated, supplemented or otherwise modified from time to time.

34

“Preferred Members”

has the meaning ascribed to such term in the Holdings LLC Agreement as of any date of determination occurring

prior to the De-SPAC Closing Date.

“Preferred

Pubco Equity” means the Series A Convertible Perpetual Preferred Stock, par value $0.0001 per share, of Pubco which shall

be (a) in form and substance satisfactory to the Administrative

Agent (including dividend rate and any mandatory redemption date,

if applicable, that exceeds the Maturity Date by at least six (6) months) and (b)(i) issued on or about the De-SPAC Closing

Date in redemption or exchange of the Senior Preferred Equity, (ii) issued on or after the De-SPAC Closing Date with respect to payment

of the Sandplant Deferred Payment, or (iii) issued on or after the De-SPAC Closing Date and permitted pursuant to this Agreement.

“Preferred

Pubco Equity Holders” means any holders of Preferred Pubco Equity.

“Preferred

Pubco Distribution”

means a regularly scheduled dividend payment not to exceed the rate

set forth in the certificates of designation with respect to the Preferred Pubco Equity as

and when due and payable on a non-accelerated basis.

“Pro Forma Basis”

and “Pro Forma Effect” mean, with respect to compliance with any term hereunder for an applicable period of

measurement, that all Specified Transactions and the following transactions in connection therewith shall be deemed to have occurred on

and as of the first day of the relevant Measurement Period, and the following pro forma adjustments shall be made:

(a)          in

the case of an actual or proposed Disposition, all income statement items (whether positive or negative) attributable to the line of business

or the Person subject to such Disposition shall be excluded from the results of the Borrower and its Subsidiaries for such Measurement

Period;

(b)         in

the case of an actual or proposed Acquisition, income statement items (whether positive or negative) attributable to the property, line

of business or the Person subject to such Acquisition shall be included in the results of the Borrower and its Subsidiaries for such Measurement

Period;

(c)          interest

accrued during the relevant Measurement Period on, and the principal of, any Indebtedness repaid or to be repaid or refinanced in such

transaction shall be excluded from the results of the Borrower and its Subsidiaries for such Measurement Period; and

(d)         any

Indebtedness actually or proposed to be incurred or assumed in such transaction shall be deemed to have been incurred as of the first

day of the applicable Measurement Period, and interest thereon shall be deemed to have accrued from such day on such Indebtedness at the

applicable rates provided therefor (and in the case of interest that does or would accrue at a formula or floating rate, at the rate in

effect at the time of determination) and shall be included in the results of the Borrower and its Subsidiaries for such Measurement Period.

“Pro Forma Compliance”

means, with respect to any transaction, that such transaction does not cause, create or result in a Default after giving Pro Forma Effect,

based upon the results of operations for the most recently completed Measurement Period to (a) such transaction and (b) all

other transactions which are contemplated or required to be given Pro Forma Effect hereunder that have occurred on or after the first

day of the relevant Measurement Period.

35

“PTE”

means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time

to time.

“Pubco”

means Suncrete, Inc., a Delaware corporation.

“Public Lender”

has the meaning specified in Section 6.02(p).

“QFC”

has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C.

5390(c)(8)(D).

“QFC Credit Support”

has the meaning specified in Section 11.21.

“Qualified ECP

Guarantor” means, at any time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at such time as

an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible

contract participant” at such time under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Qualifying Control

Agreement” means an agreement, among a Loan Party, a depository institution or securities intermediary and the Administrative

Agent, which agreement is in form and substance acceptable to the Administrative Agent and which provides the Administrative Agent with

“control” (as such term is used in Article 9 of the UCC) over the deposit account(s) or securities account(s) described

therein.

“Quarterly

Senior Preferred Distribution”

means a regularly scheduled quarterly dividend payment

not to exceed the Senior Preferred Rate paid to the Senior Preferred Members as

and when due and payable on a non-accelerated basis in respect of a Senior Preferred Member’s Unreturned

Senior Preferred Contributions.

“Recipient”

means the Administrative Agent, any Lender, the L/C Issuer or any other recipient of any payment to be made by or on account of any obligation

of any Loan Party hereunder.

“Register”

has the meaning specified in Section 11.06(c).

“Regulation U”

means Regulation U of the FRB, as in effect from time to time and all official rulings and interpretations thereunder or thereof.

“Related Parties”

means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees,

administrators, managers, advisors, consultants, service providers and representatives of such Person and of such Person’s Affiliates.

“Release”

means any release, spill, emission, discharge, deposit, disposal, leaking, pumping, pouring, dumping, emptying, injection or leaching

into the Environment, or into, from or through any building, structure or facility.

“Reportable Event”

means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty (30) day notice period

has been waived.

36

“Request for Credit

Extension” means (a) with respect to a Borrowing, conversion or continuation of Term Loans or Revolving Loans, a Loan

Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swingline Loan,

a Swingline Loan Notice.

“Required Class Lenders”

means, at any time with respect to any Class of Loans or Commitments, Lenders having Total Credit Exposures with respect to such

Class representing more than 50% of the Total Credit Exposures of all Lenders of such Class. The Total Credit Exposure of any Defaulting

Lender with respect to such Class shall be disregarded in determining Required Class Lenders at any time.

“Required Lenders”

means, at any time, at least two (2) Lenders having Total Credit Exposures representing more than 50% of the Total Credit Exposures

of all Lenders. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time; provided

that, the amount of any participation in any Swingline Loan and Unreimbursed Amounts that such Defaulting Lender has failed to fund that

have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the Swingline Lender or the

L/C Issuer, as the case may be, in making such determination; provided further that, this definition is subject to Section 3.03.

“Rescindable Amount”

has the meaning as defined in Section 2.12(b)(ii).

“Resignation Effective

Date” has the meaning set forth in Section 9.06(a).

“Resolution Authority”

means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Responsible Officer”

means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer or controller of a Loan Party, solely

for purposes of the delivery of incumbency certificates pursuant to Section 4.01(b), the secretary or any assistant secretary

of a Loan Party and, solely for purposes of notices given pursuant to Article II, any other officer of the applicable Loan

Party so designated by any of the foregoing officers in a notice to the Administrative Agent or any other officer or employee of the applicable

Loan Party designated in or pursuant to an agreement between the applicable Loan Party and the Administrative Agent. Any document delivered

hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary

corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed

to have acted on behalf of such Loan Party. To the extent requested by the Administrative Agent, each Responsible Officer will provide

an incumbency certificate and to the extent requested by the Administrative Agent, appropriate authorization documentation, in form and

substance satisfactory to the Administrative Agent.

“Restricted Payment”

means (a) any dividend or other distribution, direct or indirect, on account of any shares (or equivalent) of any class of Equity

Interests of the BorrowerPubco

or any of its Subsidiaries, now or hereafter outstanding, (b) any redemption, retirement, sinking fund or similar payment, purchase

or other acquisition for value, direct or indirect, of any shares (or equivalent) of any class of Equity Interests of the

BorrowerPubco or any of its Subsidiaries, now or hereafter

outstanding, (c) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to

acquire shares of any class of Equity Interests of any Loan Party or any of its Subsidiaries, now or hereafter outstanding, and (d) any

payment with respect to any earnout obligation and (e) any payment or reimbursement by any Loan Party or any of its Subsidiaries

of any management, monitoring, advising, consulting, investment banking or similar fees, costs or expenses to any Affiliate of any Loan

Party, the Management Entity, the Sponsor or any Affiliate, director, manager, member, officer or employee of the Sponsor, whether pursuant

to a management agreement or otherwise, including any payment of management fees under the Management Agreement.

37

“Revolving Borrowing”

means a borrowing consisting of simultaneous Revolving Loans of the same Type and, in the case of Term SOFR Loans, having the same Interest

Period made by each of the Revolving Lenders pursuant to Section 2.01(b).

“Revolving Commitment”

means, as to each Revolving Lender, its obligation to (a) make Revolving Loans to the Borrower pursuant to Section 2.01(b),

(b) purchase participations in L/C Obligations, and (c) purchase participations in Swingline Loans, in an aggregate principal

amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 1.01(b) under

the caption “Revolving Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Lender

becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The Revolving

Commitment of all of the Revolving Lenders on the ClosingFirst

Amendment Effective Date shall be $15,000,00025,000,000.

“Revolving Exposure”

means, as to any Lender at any time, the aggregate principal amount at such time of its outstanding Revolving Loans and such Lender’s

participation in L/C Obligations and Swingline Loans at such time.

“Revolving Facility”

means, at any time, the aggregate amount of the Revolving Lenders’ Revolving Commitments at such time.

“Revolving Increase

Effective Date” has the meaning specified in Section 2.16(d).

“Revolving Lender”

means, at any time, (a) so long as any Revolving Commitment is in effect, any Lender that has a Revolving Commitment at such time

or (b) if the Revolving Commitments have terminated or expired, any Lender that has a Revolving Loan or a participation in L/C Obligations

or Swingline Loans at such time.

“Revolving Loan”

has the meaning specified in Section 2.01(b).

“Revolving Note”

means a promissory note made by the Borrower in favor of a Revolving Lender evidencing Revolving Loans or Swingline Loans, as the case

may be, made by such Revolving Lender, substantially in the form of Exhibit G.

“S&P”

means Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global Inc., and any successor thereto.

“Sale and Leaseback

Transaction” means, with respect to any Loan Party or any Subsidiary, any arrangement, directly or indirectly, with any

Person whereby such Loan Party or such Subsidiary shall sell or transfer any property used or useful in its business, whether now owned

or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same

purpose or purposes as the property being sold or transferred.

“Sanction(s)”

means any sanction administered or enforced by the United States Government (including, without limitation, OFAC), the United Nations

Security Council, the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority.

“Sandplant

Deferred Payment” means an amount not to exceed $22,700,000 representing that portion of the purchase price under the First

Amendment Effective Date Acquisition Documents which will be due and payable in cash to the First Amendment Effective Date Seller on March 31,

2026 (or such later date as may be set forth in any amendment to the First Amendment Effective Date Acquisition Documents).

38

“Scheduled Unavailability

Date” has the meaning specified in Section 3.03(b).

“SEC”

means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Second

Amendment” means that certain Consent and Second Amendment to Credit Agreement, dated as of March 25, 2026, by and among

the Borrower, the other Loan Parties party thereto, the Administrative Agent, and the other Lenders party thereto.

“Second

Amendment Effective Date” means the date that all of the conditions to effectiveness set forth in Section 5 of the Second

Amendment are satisfied.

“Secured Cash

Management Agreement” means any Cash Management Agreement between the any Loan Party and any Cash Management Bank.

“Secured Hedge

Agreement” means any interest rate, currency, foreign exchange, or commodity Swap Contract required by or not prohibited

under Article VI or VII between any Loan Party and any Hedge Bank.

“Secured Obligations”

means all Obligations and all Additional Secured Obligations.

“Secured Parties”

means, collectively, the Administrative Agent, the Lenders, the L/C Issuer, the Hedge Banks, the Cash Management Banks, the Indemnitees

and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05.

“Secured Party

Designation Notice” means a notice from any Lender or an Affiliate of a Lender substantially in the form of Exhibit H.

“Securities Act”

means the Securities Act of 1933, including all amendments thereto and regulations promulgated thereunder.

“Security Agreement”

means the security and pledge agreement, dated as of the Closing Date, executed in favor of the Administrative Agent by each of the Loan

Parties as amended, restated, supplemented or otherwise modified from time to time.

“Senior Preferred

Rate” has the meaning ascribed

toEquity” means the “Senior Preferred

Units” as such term is defined in the Holdings LLC

Agreement as in effect on the date hereofof

any date of determination occurring prior to the De-SPAC Closing Date.

“Senior Preferred

Members” has the meaning ascribed to such term in the Holdings LLC Agreement as of any date of determination occurring

prior to the De-SPAC Closing Date.

“Shareholders’

Equity” means, as of any date of determination, consolidated shareholders’ equity of HoldingsPubco

and its Subsidiaries as of such date, determined in accordance with GAAP.

“SOFR”

means the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (or a successor administrator).

“SOFR Adjustment”

means 0.10% (10 basis points).

“Solvency Certificate”

means a solvency certificate in substantially in the form of Exhibit I.

39

“Solvent”

and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the

fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person,

(b) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable

liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe

that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (d) such

Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s

property would constitute an unreasonably small capital, and (e) such Person is able to pay its debts and liabilities, contingent

obligations and other commitments as they mature in the ordinary course of business. The amount of contingent liabilities at any time

shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that

can reasonably be expected to become an actual or matured liability.

“Specified Capital

Expenditures” means those Capital Expenditures made by Eagle Redi-Mix Concrete, LLC or RAM Transportation, LLC prior to

the Closing Date in an aggregate amount not to exceed $14,102,465.

“Specified Equity

Contribution” means, at any time, without duplication, (a) the amount of cash proceeds received by HoldingsPubco

as a cash capital contribution from one or more holders of the Equity Interests of HoldingsPubco,

or (b) the amount of cash proceeds received from the issuance of common Equity Interests (other than Disqualified Equity Interests)

issued by HoldingsPubco

to one or more of the holders of the Equity Interests of HoldingsPubco

and, in each case of (a) and (b) promptly contributed in cash to the Borrower by Holdings,

which is made for the purpose of curing a failure to comply with a Financial Covenant that would otherwise occur, pursuant to the exercise

of a cure right pursuant to Section 8.03.

“Specified

Event of Default” means any Event of Default pursuant to Section 8.01(a), Section 8.01(f) or Section 8.01(g).

“Specified Loan

Party” means any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange

Act (determined prior to giving effect to Section 10.11).

“Specified Ready

Mix EBITDA Addbacks” means the amount of “run rate” cost savings, operating expense improvements, synergies,

restructurings, and cost savings initiatives (net of the amount of actual benefits realized during such period from such actions) related

to the Specified Ready Mix Plant Assets that are reasonably identifiable, factually supportable and projected by the Borrower in good

faith to result from actions that have been taken or with respect to which substantial steps have been taken or are expected to be taken

(in the good faith determination of the Borrower), in an amount equal to $1,000,000 for the fiscal quarter ending on June 30, 2024,

$500,00 for the fiscal quarter ending on September 30, 2024 and $0 for the fiscal quarter ending on December 31, 2024.

“Specified Ready

Mix Plant Assets” means the assets purchased by Eagle Concrete pursuant to that certain Asset Purchase Agreement and Real

Estate Purchase and Sale Agreement by and between Standard Materials Group, Inc., Eagle Concrete and CRH Americas Materials, Inc.,

dated as of January 5, 2024.

“Specified Transaction”

means any Permitted Acquisition, any Acquisition consented to by Administrative

Agent and the Required Lenders (including, but not limited to, the First Amendment Effective Date Acquisition), any Disposition,

any Investment, any incurrence of Indebtedness, any Restricted Payment or any other event that by the terms of the Loan Documents requires

compliance on a Pro Forma Basis with a test or covenant, calculation as to Pro Forma Effect with respect to a financial definition, test

or covenant or requires such financial definition, test or covenant to be calculated on a Pro Forma Basis.

40

“Sponsor”

means (a) Ned N. Fleming, III, (b) Mark R. Matteson, and (c) SunTx

Capital Management Corp., a Texas corporation and its Affiliates.

“Subordinated

Debt” means any Indebtedness incurred by any Loan Party (other

than Pubco or Holdings) which by its terms (a) is subordinated in right of payment to the prior payment of the Obligations

and (b) contains other terms, including, without limitation, standstill, interest rate, maturity and amortization, and insolvency-related

provisions, in all respects acceptable to the Administrative Agent in its sole discretion.

“Subordinated

Debt Documents” means any agreements (including, without limitation intercreditor agreements, instruments and other documents)

pursuant to which Subordinated Debt has been or will be issued or otherwise setting forth the terms of any Subordinated Debt.

“Subordinated

Provisions” has the meaning specified in Section 8.01(m).

“Subsidiary”

of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of

the shares of Voting Stock is at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly

through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary”

or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the HoldingsPubco.

“Successor Rate”

has the meaning specified in Section 3.03(b).

“Supported QFC”

has the meaning specified in Section 11.21.

“Swap Contract”

means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps,

commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options

or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions,

cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency

options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter

into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and

all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form

of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master

Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”),

including any such obligations or liabilities under any Master Agreement.

“Swap Obligations”

means with respect to any Guarantor any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap”

within the meaning of Section 1a(47) of the Commodity Exchange Act.

“Swap Termination

Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable

netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out

and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date

referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined

based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which

may include a Lender or any Affiliate of a Lender).

41

“Swingline Borrowing”

means a borrowing of a Swingline Loan pursuant to Section 2.04.

“Swingline Commitment”

means, as to any Lender (a) the amount set forth opposite such Lender’s name on Schedule 1.01(b) hereof or (b) if

such Lender has entered into an Assignment and Assumption or has otherwise assumed a Swingline Commitment after the Closing Date, the

amount set forth for such Lender as its Swingline Commitment in the Register maintained by the Administrative Agent pursuant to Section 11.06(c).

“Swingline Lender”

means Bank of America in its capacity as provider of Swingline Loans, or any successor swingline lender hereunder.

“Swingline Loan”

has the meaning specified in Section 2.04(a).

“Swingline Loan

Notice” means a notice of a Swingline Borrowing pursuant to Section 2.04(b), which shall be substantially in

the form of Exhibit J or such other form as approved by the Administrative Agent (including any form on an electronic platform

or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible

Officer of the Borrower.

“Swingline Sublimit”

means an amount equal to the lesser of (a) $5,000,000 and (b) the Revolving Facility. The Swingline Sublimit is part of, and

not in addition to, the Revolving Facility.

“Synthetic Debt”

means, with respect to any Person as of any date of determination thereof, all obligations of such Person in respect of transactions entered

into by such Person that are intended to function primarily as a borrowing of funds (including any minority interest transactions that

function primarily as a borrowing) but are not otherwise included in the definition of “Indebtedness” or as a liability on

the Consolidated balance sheet of such Person and its Subsidiaries in accordance with GAAP.

“Synthetic Lease

Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention

lease, or (b) an agreement for the use or possession of property (including Sale and Leaseback Transactions), in each case, creating

obligations that do not appear on the balance sheet of such Person but which, upon the application of any Debtor Relief Laws to such Person,

would be characterized as the indebtedness of such Person (without regard to accounting treatment).

“Target”

has the meaning set forth in the definition of “Permitted Acquisition.”

“Target Non-GAAP

Accounting Methodology” has the meaning specified in Section 1.03(d).

“Tax

Group” has the meaning set forth in the definition of

“Permitted Tax Distributions”.

“Taxes”

means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees

or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Borrowing”

means a borrowing consisting of simultaneous Term Loans of the same Type and, in the case of Term SOFR Loans, having the same Interest

Period made by each of the Term Lenders pursuant to Section 2.01(a).

42

“Term Commitment”

means, as to each Term Lender, its obligation to make Term Loans to the Borrower pursuant to Section 2.01(a)

in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Term Lender’s name

on Schedule 1.01(b) under the caption “Term Commitment” or opposite such caption in the Assignment and Assumption

pursuant to which such Term Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance

with this Agreement. The Term Commitment of all of the Term Lenders on the Closing Date

shall bewas $130,000,000.

“Term Facility”

means, at any time, (a) on or prior to the Closing Date,First

Amendment Effective Date, the aggregate principal amount of the Term Loans of all Lenders outstanding at such time plus the aggregate

amount of the First Amendment Incremental Term Commitments at such

time, and (b) thereafter, the aggregate principal amount of the

Term Loans of all Term Lenders outstanding at such time.

“Term Lender”

means (a) at any time on or prior to the Closing Date, any Lender that has a Term Commitment at

such time and (b) at any time after the Closing Date, anyany

Lender agreeing to make Term Loans to the Borrower pursuant to Section 2.01 and any Lender that holds such

Term Loans at suchany

time thereafter.

“Term Loan”

means an advance made by any Term Lender under the Term Facility and, for

the avoidance of doubt, shall include each Additional Term Loan made by a First Amendment Incremental Term Lender on the First Amendment

Effective Date.

“Term Note”

means a promissory note made by the Borrower in favor of a Term Lender evidencing Term Loans made by such Term Lender, substantially in

the form of Exhibit K.

“Term SOFR”

means:

(a)            for

any Interest Period with respect to a Term SOFR Loan, the rate per annum equal to the Term SOFR Screen Rate two U.S. Government Securities

Business Days prior to the commencement of such Interest Period with a term equivalent to such Interest Period; provided that if the rate

is not published prior to 11:00 a.m. on such determination date then Term SOFR means the Term SOFR Screen Rate on the first U.S.

Government Securities Business Day immediately prior thereto, in each case, plus the SOFR Adjustment for such Interest Period; and

(b)            for

any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the Term SOFR Screen Rate two U.S.

Government Securities Business Days prior to such date with a term of one month commencing that day, provided that if the rate is not

published prior to 11:00 a.m. on such determination date then Term SOFR means the Term SOFR Screen Rate on the first U.S. Government

Securities Business Day immediately prior thereto, in each case, plus the SOFR Adjustment for such term;

provided that if the Term

SOFR determined in accordance with either of the foregoing provisions (a) or (b) of this definition would otherwise be less

than zero, the Term SOFR shall be deemed zero for purposes of this Agreement.

“Term SOFR Loan”

means a Loan that bears interest at a rate based on clause (a) of the definition of Term SOFR.

“Term SOFR Replacement

Date” has the meaning specified in Section 3.03(b).

43

“Term SOFR Screen

Rate” means the forward-looking SOFR term rate administered by CME (or any successor administrator satisfactory to the Administrative

Agent) and published on the applicable Reuters screen page (or such other commercially available source providing such quotations

as may be designated by the Administrative Agent from time to time).

“Threshold

Amount” means, at any date of determination, the greater of (a) [*****] and (b) [*****] of Consolidated

EBITDA for the four consecutive Fiscal Quarters of Holdings most recently ended as of such date of determination for which financial

statements have been delivered pursuant to Section 6.01(a) or (b), as applicable.

“Total Credit

Exposure” means, as to any Lender at any time, the unused Commitments, Revolving Exposure and Outstanding Amount of all

Term Loans of such Lender at such time.

“Total Revolving

Exposure” means, as to any Revolving Lender at any time, the unused Commitments and Revolving Exposure of such Revolving

Lender at such time.

“Total Revolving

Outstandings” means the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and L/C Obligations.

“Transaction Costs”

means (i) with respect to the period from the Closing Date until the

First Amendment Effective Date, the reasonable and documented costs, fees and expenses incurred on or before the date that is sixty

(60) days after the Closing Date in connection with the negotiation,

execution and delivery of this Agreement and the other Loan Documents and the Closing Date Acquisition in an aggregate amount not to exceed

$10,000,000. and (ii) with

respect to the period from and after the First Amendment Effective Date, the reasonable and documented costs, fees and expenses incurred

on or before the date that is six (6) months after the closing or effectiveness of the following events (or the termination or abandonment

of any such transaction) and incurred in connection therewith (A) in pursuit of any Acquisition or Permitted Acquisition (whether

or not consummated), and (B) any equity issuance, voting agreements, shareholder agreements, consolidations, restructurings, other

Investment, or any transaction (whether structured as a business combination with a special purpose acquisition company, a direct listing,

an initial public offering, a follow-on offering or any analogous transaction or series of related transactions) that is undertaken with

the bona fide intent of causing the common equity (or other applicable Equity Interest) of the Borrower or any direct or indirect parent

of the Borrower to become listed or quoted for trading on any securities exchange or quotation system, and including, in each case, any

efforts, preparations or negotiations related thereto.

“Transactions”

means the transactions contemplated by the Closing Date Acquisition Documents and this Agreement to be consummated on the Closing Date

and the Loans to be made on the Closing Date.

“Type”

means, with respect to a Loan, its character as a Base Rate Loan or a Term SOFR Loan.

“UCC”

means the Uniform Commercial Code as in effect in the State of New York; provided that, if perfection or the effect of perfection

or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in

a jurisdiction other than the State of New York, “UCC” means the Uniform Commercial Code as in effect from time

to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection

or priority.

“UCP”

means the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 (or such

later version thereof as may be in effect at the applicable time).

44

“UK Financial

Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated

by the United Kingdom Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as amended from time to

time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms,

and certain affiliates of such credit institutions or investment firms.

“UK Resolution

Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution

of any UK Financial Institution.

“United States”

and “U.S.” mean the United States of America.

“Unreimbursed

Amount” has the meaning specified in Section 2.03(f).

“Unreturned

Senior Preferred Contributions” has the meaning ascribed to

such term in the Holdings LLC Agreement as of any date of determination.

“U.S. Government

Securities Business Day” means any Business Day, except any Business Day on which any ofday

except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association,

the New York Stock Exchange or the Federal Reserve Bank of New York is not open for business because such day is a legal holiday under

the federal laws of the United States or the laws of the State of New York, as applicable. recommends

that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“U.S.

Loan Party” means any Loan Party that is organized under the laws of the United States, any state thereof for the District

of Columbia.

“U.S.

Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“U.S. Special

Resolution Regimes” has the meaning specified in Section 11.21.

“U.S.

Tax Compliance Certificate” has the meaning specified in Section 3.01(f)(ii)(B)(3).

“Voting Stock”

means, with respect to any Person, Equity Interests issued by such Person the holders of which are ordinarily, in the absence of contingencies,

entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though the right to so vote

has been suspended by the happening of such contingency.

“Write-Down

and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers

of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down

and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers

of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any

UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into

shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect

as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In

Legislation that are related to or ancillary to any of those powers.

45

2.             Other

Interpretive Provisions.

With reference to this Agreement

and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a)            The

definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require,

any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes”

and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will”

shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any

definition of or reference to any agreement, instrument or other document (including the Loan Documents and any Organization Document)

shall be construed as referring to such agreement, instrument or other document as from time to time amended, amended and restated, modified,

extended, restated, replaced or supplemented from time to time (subject to any restrictions on such amendments, supplements or modifications

set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s

successors and assigns, (iii) the words “hereto,” “herein,” “hereof” and “hereunder,”

and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not

to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Preliminary Statements, Exhibits

and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the Loan

Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations,

orders and provisions consolidating, amending, replacing or interpreting such law and any reference to any law, rule or regulation

shall, unless otherwise specified, refer to such law, rule or regulation as amended, modified, extended, restated, replaced or supplemented

from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning

and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract

rights.

(b)            In

the computation of periods of time from a specified date to a later specified date, the word “from” means “from and

including;” the words “to” and “until” each mean “to but excluding;” and the word “through”

means “to and including.”

(c)            Section headings

herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this

Agreement or any other Loan Document.

(d)            Any

reference herein to a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, shall

be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company

(or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale,

disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company

shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or

any other like term shall also constitute such a Person or entity).

46

3.             Accounting

Terms.

(a)            Generally.

All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including

financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity

with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the

Audited Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining

compliance with any covenant (including the computation of any financial covenant) contained herein, (i) Indebtedness of the

BorrowerPubco and its Subsidiaries shall be deemed

to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 on financial liabilities shall be disregarded,

(ii) all liability amounts shall be determined excluding any liability relating to any operating lease, all asset amounts shall be

determined excluding any right-of-use assets relating to any operating lease, all amortization amounts shall be determined excluding any

amortization of a right-of-use asset relating to any operating lease, and all interest amounts shall be determined excluding any deemed

interest comprising a portion of fixed rent payable under any operating lease, in each case to the extent that such liability, asset,

amortization or interest pertains to an operating lease under which the covenantor or a member of its consolidated group is the lessee

and would not have been accounted for as such under GAAP as in effect on December 31, 2015, and (iii) all terms of an accounting

or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without

giving effect to any election under FASB ASC Topic 825 “Financial Instruments” (or any other financial accounting standard

having a similar result or effect) to value any Indebtedness of the BorrowerPubco

or any Subsidiary at “fair value”, as defined therein. For purposes of determining the amount of any outstanding Indebtedness,

no effect shall be given to any election by the BorrowerPubco

to measure an item of Indebtedness using fair value (as permitted by Financial Accounting Standards Board Accounting Standards Codification

825–10–25 (formerly known as FASB 159) or any similar accounting standard).

(b)            Changes

in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan

Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall

negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject

to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to

be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent

and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth

a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

(c)            Pro

Forma Treatment. Each Specified Transaction that is consummated during any Measurement Period shall, for purposes of determining compliance

with the financial covenants set forth in Section 7.11, including for

purposes of calculating Consolidated EBITDA as a component thereof (and any percentage limits on add-backs as sub-components of such calculation)

and for purposes of determining the Applicable Rate, be given Pro Forma Effect as of the first day of such Measurement Period.

47

(d)            Closing

Date Acquisition. Notwithstanding anything herein to the contrary, until such time as audited financial statements are delivered for

the Fiscal Year ended December 31, 2024 pursuant to Section 6.01(a), for purposes of determining compliance with any

covenant (including the computation of any financial covenant) and all financial data (including financial ratios and other financial

calculations) required to be submitted pursuant to this Agreement, all accounting terms herein shall be construed in conformity with and

prepared in conformity with, acceptable accounting standards applied in a manner consistent with that used in the quality of earnings

report prepared by Grant Thornton in connection with the Closing Date Acquisition (the “Target Non-GAAP Accounting Methodology”).

Financial

Covenant Calculations for Periods Occurring Prior to the De-SPAC Closing Date and Thereafter. Notwithstanding anything herein to the contrary:

for

each Measurement Period occurring prior to the date that consolidated financial statements for Pubco and its Subsidiaries are required

to be delivered pursuant to Section 6.01, with respect to calculation of the Financial Covenants for such Measurement Periods, including

(A) for purposes of calculating Consolidated EBITDA as

a component thereof (and any percentage limits on add-backs as sub-components of such calculation), (B) for purposes of determining

Pro Forma Compliance and (C) for purposes of determining the Applicable Rate, all references to the defined term “Pubco”

in the definitions of “Audited Financial Statements,” “Consolidated,” “Consolidated EBITDA,” “Consolidated

Fixed Charge Coverage Ratio,” “Consolidated Funded Indebtedness,” “Consolidated Interest Charges,” “Consolidated

Net Income,” “Consolidated Senior Funded Indebtedness,” and “Consolidated Senior Leverage Ratio” shall instead

be deemed to refer to the defined term “Holdings”;

for

all Measurement Periods occurring thereafter, the De-SPAC Transaction shall, for purposes of determining compliance with the Financial

Covenants for such Measurement Periods, including (A) for purposes of calculating Consolidated EBITDA as a component thereof (and

any percentage limits on add-backs as sub-components of such calculation), (B) for purposes of determining Pro Forma Compliance and

(C) for purposes of determining the Applicable Rate, be given Pro Forma Effect as of the first day of the first Measurement Period

for which consolidated financial statements for Pubco and its Subsidiaries are required to be delivered pursuant to Section 6.01.

In the case of the De-SPAC Transaction, income statement items (whether positive or negative) attributable to the SPAC (as defined in

the Business Combination Agreement) shall be included in the results, but interest accrued during the relevant Measurement Period on,

and the principal of, any Indebtedness repaid or to be repaid or refinanced in such De-SPAC Transaction shall be excluded. By

way of example, if the De-SPAC Closing Date occurs during the first Fiscal Quarter of 2026, the first such Measurement Period would be

the four (4) Fiscal Quarters ending June 30, 2026 and the De-SPAC Transaction would be given Pro Forma Effect as of the first

day of such Measurement Period (i.e., July 1, 2025).

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4.             Rounding.

Any financial ratios required

to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component,

carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or

down to the nearest number (with a rounding-up if there is no nearest number).

5.             Times

of Day.

Unless otherwise specified,

all references herein to times of day shall be references to Central time (daylight or standard, as applicable).

6.             Letter

of Credit Amounts.

Unless otherwise specified

herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such

time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document

related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall

be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum

stated amount is in effect at such time.

7.             Interest

Rates.

The Administrative Agent does

not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission

or any other matter related to any reference rate referred to herein or with respect to any rate (including, for the avoidance of doubt,

the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any such

rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing) or the effect of any of the foregoing,

or of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions or other

activities that affect any reference rate referred to herein, or any alternative, successor or replacement rate (including, without limitation,

any Successor Rate) (or any component of any of the foregoing) or any related spread or other adjustments thereto, in each case, in a

manner adverse to the Borrower.  The Administrative Agent may select information sources or services in its reasonable discretion

to ascertain any reference rate referred to herein or any alternative, successor or replacement rate (including, without limitation, any

Successor Rate) (or any component of any of the foregoing), in each case pursuant to the terms of this Agreement, and shall have

no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special,

punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or

in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any rate

(or component thereof) provided by any such information source or service.

49

8.             UCC

Terms.

Terms defined in the UCC in

effect on the Closing Date and not otherwise defined herein shall, unless the context otherwise indicates, have the meanings provided

by those definitions. Subject to the foregoing, the term “UCC” refers, as of any date of determination, to the UCC then in

effect.

Limited

Condition Acquisitions.

Notwithstanding

anything to the contrary herein, to the extent that the terms of this Agreement require (a) compliance with any basket, financial

ratio or test (including any Consolidated Senior Leverage Ratio test or any Consolidated Fixed Charge Coverage Ratio test), (b) the

absence of a Default or an Event of Default, or (c) a determination as to whether the representations and warranties contained in

this Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith

or therewith, shall be true and correct in all material respects (and in all respects if any such representation or warranty is already

qualified by materiality or reference to Material Adverse Effect), in each case in connection with the consummation of a Limited Condition

Acquisition, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower, (A) on

the date of the execution of the definitive agreement with respect to such Limited Condition Acquisition (such date, the “LCA

Test Date”), or (B) on the date on which such Limited Condition Acquisition is consummated, in either case, after giving

effect to the relevant Limited Condition Acquisition and any related incurrence of Indebtedness, on a Pro Forma Basis; provided, that,

notwithstanding the foregoing, in connection with any Limited Condition Acquisition: (1) the condition set forth in clause (a) of

the definition of “Permitted Acquisition” shall be satisfied if (x) no Event of Default shall have occurred and be continuing

as of the applicable LCA Test Date, and (y) no Specified Event of Default

shall have occurred and be continuing at the time of consummation

of such Limited Condition Acquisition; (2) if the proceeds of an Incremental Term Loan are being used to finance such Limited Condition

Acquisition, then (x) the conditions set forth in Section 2.16(b)(iii) and Section 4.02(a) shall be required

to be satisfied at the time of closing of the Limited Condition Acquisition and funding of such Incremental Term Loan but, if the lenders

providing such Incremental Term Loan so agree, the representations and warranties which must be accurate at the time of closing of the

Limited Condition Acquisition and funding of such Incremental Term Loan may be limited to customary “specified representations”

and such other representations and warranties as may be required by the lenders providing such Incremental Term Loan, and (y) the

conditions set forth in Section 2.16(b)(ii) shall, if and to the extent the lenders providing such Incremental Term Facility

so agree, be satisfied if (I) no Default or Event of Default shall have occurred and be continuing as of the applicable LCA Test

Date, and (II) no Specified Event of Default shall have occurred and be continuing at the time of the funding of such Incremental

Term Facility in connection with the consummation of such Limited Condition Acquisition; and (3) such Limited Condition Acquisition

and the related Indebtedness to be incurred in connection therewith and the use of proceeds thereof shall be deemed incurred and/or applied

at the LCA Test Date (until such time as the Indebtedness is actually incurred or the applicable definitive agreement is terminated without

actually consummating the applicable Limited Condition Acquisition) and outstanding thereafter for purposes of determining Pro Forma Compliance

(other than for purposes of determining Pro Forma Compliance in connection with the making of any Restricted Payment) with any financial

ratio or test (including any Consolidated Senior Leverage Ratio test or any Consolidated Fixed Charge Coverage Ratio test, or any calculation

of the financial covenants set forth in Section 7.11) (it being understood and agreed that for purposes of determining Pro Forma

Compliance in connection with the making of any Restricted Payment, the Borrower shall demonstrate compliance with the applicable test

both after giving effect to the applicable Limited Condition Acquisition and assuming that such transaction had not occurred). For the

avoidance of doubt, if any of such ratios or amounts for which compliance was determined or tested as of the LCA Test Date are thereafter

exceeded or otherwise failed to have been complied with as a result of fluctuations in such ratio or amount (including due to fluctuations

in Consolidated EBITDA), at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios or amounts will not

be deemed to have been exceeded or failed to be complied with as a result of such fluctuations solely for purposes of determining whether

the relevant Limited Condition Acquisition is permitted to be consummated or taken. Except as set forth in clause (2) in the proviso

to the first sentence in this Section 1.09 in connection with the use of the proceeds of an Incremental Term Loan to finance a Limited

Condition Acquisition (and, in the case of such clause (2), only if and to the extent the lenders providing such Incremental Term Loan

so agree as provided in such clause (2)), it is understood and agreed that this Section 1.09 shall not limit the conditions set forth

in Section 4.02 with respect to any proposed Credit Extension, in connection with a Limited Condition Acquisition or otherwise.

50

G.

COMMITMENTS AND CREDIT

EXTENSIONS

1.             Loans.

(a)            Term

Borrowing. Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make a single loan to the Borrower,

in Dollars, on the Closing Date in an amount not to exceed such Term Lender’s Applicable Percentage of the Term Facility. The Term

Borrowing shall consist of Term Loans made simultaneously by the Term Lenders in accordance with their respective Applicable Percentage

of the Term Facility. Term Borrowings repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR Loans, as

further provided herein; provided, however, any Term Borrowing made on the Closing Date or any of the three (3) Business

Days following the Closing Date shall be made as Base Rate Loans unless the Borrower delivers a Funding Indemnity Letter not less than

three (3) Business Days prior to the date of such Term Borrowing.

(b)            Revolving

Borrowings. Subject to the terms and conditions set forth herein, each Revolving Lender severally agrees to make loans (each such

loan, a “Revolving Loan”) to the Borrower, in Dollars, from time to time, on any Business Day during the Availability

Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Revolving Commitment; provided,

however, that after giving effect to any Revolving Borrowing, (i) the Total Revolving Outstandings shall not exceed the Revolving

Facility, and (ii) the Revolving Exposure of any Lender shall not exceed such Revolving Lender’s Revolving Commitment. Within

the limits of each Revolving Lender’s Revolving Commitment, and subject to the other terms and conditions hereof, the Borrower may

borrow Revolving Loans, prepay under Section 2.05, and reborrow under this Section 2.01(b). Revolving Loans may

be Base Rate Loans or Term SOFR Loans, as further provided herein; provided, however, any Revolving Borrowings made on the

Closing Date or any of the three (3) Business Days following the Closing Date shall be made as Base Rate Loans unless the Borrower

delivers a Funding Indemnity Letter not less than three (3) Business Days prior to the date of such Revolving Borrowing.

Additional

Term Borrowing. Subject to the terms and conditions set forth herein and in the First Amendment, each First Amendment Incremental Term

Lender severally agrees to make a single Additional Term Loan to the Borrower, in Dollars, on the First Amendment Effective Date in an

amount not to exceed its First Amendment Incremental Term Commitment. Additional Term Loans shall constitute Term Loans for the purposes

of this Agreement. Amounts repaid or prepaid in respect of Additional Term Loans may not be reborrowed. Additional Term Loans may be Base

Rate Loans or Term SOFR Loans, as further provided herein.

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2.             Borrowings,

Conversions and Continuations of Loans.

(a)            Each

Borrowing, each conversion of Loans from one Type to the other, and each continuation of Term SOFR Loans shall be made upon the Borrower’s

irrevocable notice to the Administrative Agent, which may be given by (A) telephone or (B) a Loan Notice; provided that

any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Loan Notice. Each such Loan Notice must

be received by the Administrative Agent not later than 11:00 a.m. (i) two (2) Business Days prior to the requested date

of any Borrowing of, conversion to or continuation of Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate Loans, and

(ii) on the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Borrower

wishes to request Term SOFR Loans having an Interest Period other than one, three or six months in duration as provided in the definition

of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four

Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give

prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them.

Not later than 11:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative

Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to

by all the Lenders and the Administrative Agent. Each Borrowing of, conversion to or continuation of Term SOFR Loans shall be in a principal

amount of $500,000 or a whole multiple of $100,000 in excess thereof. Except as provided in Sections 2.03(f) and 2.04(c),

each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess

thereof. Each Loan Notice shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to

the other, or a continuation of Term SOFR Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case

may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the

Type of Loans to be borrowed or to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest

Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice or if the Borrower fails to give a timely

notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans. Any such

automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the

applicable Term SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans in any such Loan

Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.

(b)            Following

receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the

applicable Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall

notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection. In the case of

a Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the

Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Loan Notice. Upon satisfaction

of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01),

the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent

either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire

transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent

by the Borrower; provided, however, that if, on the date the Loan Notice with respect to such Borrowing is

given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment

in full of any such L/C Borrowings, and second, shall be made available to the Borrower as provided above.

52

(c)            Except

as otherwise provided herein, a Term SOFR Loan may be continued or converted only on the last day of an Interest Period for such Term

SOFR Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Term SOFR Loans without the consent

of the Required Lenders.

(d)            The

Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Term

SOFR Loans upon determination of such interest rate.

(e)            After

giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type,

there shall not be more than seven (7) Interest Periods in effect with respect to Loans.

(f)            Notwithstanding

anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the portion of its Loans in connection

with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless

settlement mechanism approved by the Borrower, the Administrative Agent, and such Lender.

(g)            With

respect to SOFR or Term SOFR, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding

anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective

without any further action or consent of any other party to this Agreement or any other Loan Document; provided that, with

respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to

the Borrower and the Lenders reasonably promptly after such amendment becomes effective.

3.             Letters

of Credit.

(a)            The

Letter of Credit Commitment. Subject to the terms and conditions set forth herein, in addition to the Loans provided for in Section 2.01,

the Borrower may request that the L/C Issuer, in reliance on the agreements of the Revolving Lenders set forth in this Section 2.03,

issue, at any time and from time to time during the Availability Period, Letters of Credit denominated in Dollars for its own account

or the account of any of its Subsidiaries in such form as is acceptable to the Administrative Agent and the L/C Issuer in its reasonable

determination. Letters of Credit issued hereunder shall constitute utilization of the Revolving Commitments.

53

(b)            Notice

of Issuance, Amendment, Extension, Reinstatement or Renewal.

a)            To

request the issuance of a Letter of Credit (or the amendment of the terms and conditions, extension of the terms and conditions, extension

of the expiration date, or reinstatement of amounts paid, or renewal of an outstanding Letter of Credit), the Borrower shall deliver (or

transmit by electronic communication, if arrangements for doing so have been approved by the L/C Issuer) to the L/C Issuer and to the

Administrative Agent not later than 11:00 a.m. at least two (2) Business Days (or such later date and time as the Administrative

Agent and the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment,

as the case may be a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, extended,

reinstated or renewed, and specifying the date of issuance, amendment, extension, reinstatement or renewal (which shall be a Business

Day), the date on which such Letter of Credit is to expire (which shall comply with clause (d) of this Section 2.03),

the amount of such Letter of Credit, the name and address of the beneficiary thereof, the purpose and nature of the requested Letter of

Credit and such other information as shall be necessary to prepare, amend, extend, reinstate or renew such Letter of Credit. If requested

by the L/C Issuer, the Borrower also shall submit a letter of credit application and reimbursement agreement on the L/C Issuer’s

standard form in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions

of this Agreement and the terms and conditions of any form of letter of credit application and reimbursement agreement or other agreement

submitted by the Borrower to, or entered into by the Borrower with, the L/C Issuer relating to any Letter of Credit, the terms and conditions

of this Agreement shall control.

b)           If

the Borrower so requests in any applicable Letter of Credit Application (or the amendment of an outstanding Letter of Credit), the L/C

Issuer may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension

Letter of Credit”); provided that any such Auto-Extension Letter of Credit shall permit the L/C Issuer to prevent

any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving

prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”)

in each such twelve-month period to be agreed upon by the Borrower and the L/C Issuer at the time such Letter of Credit is issued. Unless

otherwise directed by the L/C Issuer, the Borrower shall not be required to make a specific request to the L/C Issuer for any such extension.

Once an Auto-Extension Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require)

the L/C Issuer to permit the extension of such Letter of Credit at any time to an expiration date not later than the date permitted pursuant

to Section 2.03(d); provided, that the L/C Issuer shall not (A) permit any such extension if (1) the L/C

Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its

extended form under the terms hereof (except that the expiration date may be extended to a date that is no more than one (1) year

from the then-current expiration date) or (2) it has received notice (which may be in writing or by telephone (if promptly confirmed

in writing)) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date from the Administrative Agent

that the Required Lenders have elected not to permit such extension or (B) be obligated to permit such extension if it has received

notice (which may be in writing or by telephone (if promptly confirmed in writing)) on or before the day that is seven (7) Business

Days before the Non-Extension Notice Date from the Administrative Agent, any Revolving Lender or the Borrower that one or more of the

applicable conditions set forth in Section 4.02 is not then satisfied, and in each such case directing the L/C Issuer not

to permit such extension.

54

(c)            Limitations

on Amounts, Issuance and Amendment. A Letter of Credit shall be issued, amended, extended, reinstated or renewed only if (and

upon issuance, amendment, extension, reinstatement or renewal of each Letter of Credit the Borrower shall be deemed to represent and warrant

that), after giving effect to such issuance, amendment, extension, reinstatement or renewal (w) the aggregate amount of the outstanding

Letters of Credit issued by the L/C Issuer shall not exceed its L/C Commitment, (x) the aggregate L/C Obligations shall not exceed

the Letter of Credit Sublimit, (y) the Revolving Exposure of any Lender shall not exceed its Revolving Commitment and (z) the

Total Revolving Exposure shall not exceed the total Revolving Commitments.

a)            The

L/C Issuer shall not be under any obligation to issue any Letter of Credit if:

(1)       any

order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer

from issuing the Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force

of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from,

the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the L/C Issuer with respect to

the Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder)

not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable

on the Closing Date and which the L/C Issuer in good faith deems material to it;

(2)       the

issuance of such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;

(3)       except

as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is in an initial stated amount less than $250,000,

in the case of a standby Letter of Credit;

(4)       any

Revolving Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash

Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate the L/C Issuer’s

actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to the Defaulting Lender arising

from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C

Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or

55

(5)       the

Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.

b)           The

L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time

to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not

accept the proposed amendment to the Letter of Credit.

(d)            Expiration

Date. Each Letter of Credit shall have a stated expiration date no later than the earlier of (x) the date twelve (12) months

after the date of the issuance of such Letter of Credit (or, in the case of any extension of the expiration date thereof, whether automatic

or by amendment, twelve months after the then-current expiration date of such Letter of Credit) and (y) the Letter of Credit Expiration

Date.

(e)            Participations.

a)            By

the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount or extending the expiration date thereof),

and without any further action on the part of the L/C Issuer or the Lenders, the L/C Issuer hereby grants to each Revolving Lender, and

each Revolving Lender hereby acquires from the L/C Issuer, a participation in such Letter of Credit equal to such Lender’s Applicable

Percentage of the aggregate amount available to be drawn under such Letter of Credit. Each Revolving Lender acknowledges and agrees that

its obligation to acquire participations pursuant to this clause (e) in respect of Letters of Credit is absolute, unconditional

and irrevocable and shall not be affected by any circumstance whatsoever, including any amendment, extension, reinstatement or renewal

of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments.

b)           In

consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely, unconditionally and irrevocably agrees to

pay to the Administrative Agent, for account of the L/C Issuer, such Lender’s Applicable Percentage of each L/C Disbursement made

by the L/C Issuer not later than 1:00 p.m. on the Business Day specified in the notice provided by the Administrative Agent to the

Revolving Lenders pursuant to Section 2.03(f) until such L/C Disbursement is reimbursed by the Borrower or at any time

after any reimbursement payment is required to be refunded to the Borrower for any reason, including after the Maturity Date. Such payment

shall be made without any offset, abatement, withholding or reduction whatsoever. Each such payment shall be made in the same manner as

provided in Section 2.02 with respect to Loans made by such Lender (and Section 2.02 shall apply, mutatis mutandis,

to the payment obligations of the Revolving Lenders pursuant to this Section 2.03), and the Administrative Agent shall promptly

pay to the L/C Issuer the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment

from the Borrower pursuant to Section 2.03(f), the Administrative Agent shall distribute such payment to the L/C Issuer or,

to the extent that the Revolving Lenders have made payments pursuant to this clause (e) to reimburse the L/C Issuer, then

to such Lenders and the L/C Issuer as their interests may appear. Any payment made by a Lender pursuant to this clause (e) to

reimburse the L/C Issuer for any L/C Disbursement shall not constitute a Loan and shall not relieve the Borrower of its obligation to

reimburse such L/C Disbursement.

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c)            Each

Revolving Lender further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect

such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit at each time such

Lender’s Commitment is amended pursuant to the operation of Sections 2.16 as a result of an assignment in accordance

with Section 11.06 or otherwise pursuant to this Agreement.

d)            If

any Revolving Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to be paid

by such Lender pursuant to the foregoing provisions of this Section 2.03(e), then, without limiting the other provisions of

this Agreement, the L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such

amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available

to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in

accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily

charged by the L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the

amount so paid shall constitute such Lender’s Revolving Loan included in the relevant Revolving Borrowing or L/C Advance in respect

of the relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer submitted to any Revolving Lender (through the Administrative

Agent) with respect to any amounts owing under this clause (e)(vi) shall be conclusive absent manifest error.

(f)            Reimbursement.

If the L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower shall reimburse the L/C Issuer in respect

of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on (i) the

Business Day that the Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or (ii) the

Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time,

provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth

herein, request in accordance with Section 2.02 or Section 2.04 that such payment be financed with a Borrowing

of Base Rate Loans or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such

payment shall be discharged and replaced by the resulting Borrowing of Base Rate Loans or Swingline Loan. If the Borrower fails to make

such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable L/C Disbursement, the payment then

due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage

thereof. Promptly upon receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of

the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject to the amount of the unutilized portion of the aggregate

Revolving Commitments. Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may

be given by telephone if promptly confirmed in writing; provided that the lack of such an immediate confirmation shall not affect

the conclusiveness or binding effect of such notice.

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(g)            Obligations

Absolute. The Borrower’s obligation to reimburse L/C Disbursements as provided in clause (f) of this Section 2.03

shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under

any and all circumstances whatsoever and irrespective of:

a)            any

lack of validity or enforceability of this Agreement, any other Loan Document or any Letter of Credit, or any term or provision herein

or therein;

b)           the

existence of any claim, counterclaim, setoff, defense or other right that the Borrower or any Subsidiary may have at any time against

any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be

acting), the L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such

Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

c)            any

draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient

in any respect or any statement in such draft or other document being untrue or inaccurate in any respect; or any loss or delay in the

transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

d)           waiver

by the L/C Issuer of any requirement that exists for the L/C Issuer’s protection and not the protection of the Borrower or any waiver

by the L/C Issuer which does not in fact materially prejudice the Borrower;

e)            honor

of a demand for payment presented electronically even if such Letter of Credit required that demand be in the form of a draft;

f)            any

payment made by the L/C Issuer in respect of an otherwise complying item presented after the date specified as the expiration date of,

or the date by which documents must be received under such Letter of Credit if presentation after such date is authorized by the UCC,

the ISP or the UCP, as applicable;

g)            payment

by the L/C Issuer under a Letter of Credit against presentation of a draft or other document that does not comply strictly with the terms

of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in

bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor

to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor

Relief Law; or

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h)            any

other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.03,

constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.

(h)            Examination.

The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event

of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the L/C

Issuer. The Borrower shall be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such

notice is given as aforesaid.

(i)             Liability.

None of the Administrative Agent, the Lenders, the L/C Issuer, or any of their Related Parties shall have any liability or responsibility

by reason of or in connection with the issuance or transfer of any Letter of Credit by the L/C Issuer or any payment or failure to make

any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption,

loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including

any document required to make a drawing thereunder), any error in interpretation of technical terms, any error in translation or any consequence

arising from causes beyond the control of the L/C Issuer; provided that the foregoing shall not be construed to excuse the L/C

Issuer from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which

are hereby waived by the Borrower to the extent permitted by Applicable Law) suffered by the Borrower that are caused by the L/C Issuer’s

failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms

thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the L/C Issuer

(as finally determined by a court of competent jurisdiction), the L/C Issuer shall be deemed to have exercised care in each such determination,

and that:

a)           the

L/C Issuer may replace a purportedly lost, stolen, or destroyed original Letter of Credit or missing amendment thereto with a certified

true copy marked as such or waive a requirement for its presentation;

b)           the

L/C Issuer may accept documents that appear on their face to be in substantial compliance with the terms of a Letter of Credit without

responsibility for further investigation, regardless of any notice or information to the contrary, and may make payment upon presentation

of documents that appear on their face to be in substantial compliance with the terms of such Letter of Credit and without regard to any

non-documentary condition in such Letter of Credit;

c)           the

L/C Issuer shall have the right, in its sole discretion, to decline to accept such documents and to make such payment if such documents

are not in strict compliance with the terms of such Letter of Credit; and

59

d)            this

sentence shall establish the standard of care to be exercised by the L/C Issuer when determining whether drafts and other documents presented

under a Letter of Credit comply with the terms thereof (and the parties hereto hereby waive, to the extent permitted by Applicable Law,

any standard of care inconsistent with the foregoing).

Without limiting the foregoing, none of

the Administrative Agent, the Lenders, the L/C Issuer, or any of their Related Parties shall have any liability or responsibility by reason

of (i) any presentation that includes forged or fraudulent documents or that is otherwise affected by the fraudulent, bad faith,

or illegal conduct of the beneficiary or other Person, (ii) the L/C Issuer declining to take-up documents and make payment, (A) against

documents that are fraudulent, forged, or for other reasons by which that it is entitled not to honor or (B) following a Borrower’s

waiver of discrepancies with respect to such documents or request for honor of such documents or (iii) the L/C Issuer retaining proceeds

of a Letter of Credit based on an apparently applicable attachment order, blocking regulation, or third-party claim notified to the L/C

Issuer.

(j)            Applicability

of ISP and UCP. Unless otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter of Credit is issued by it, (i) the

rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the UCP shall apply to each commercial

Letter of Credit. Notwithstanding the foregoing, the L/C Issuer shall not be responsible to the Borrower for, and the L/C Issuer’s

rights and remedies against the Borrower shall not be impaired by, any action or inaction of the L/C Issuer required or permitted under

any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the Law or

any order of a jurisdiction where the L/C Issuer or the beneficiary is located, the practice stated in the ISP or UCP, as applicable,

or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for

Finance and Trade – International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law &

Practice, whether or not any Letter of Credit chooses such law or practice.

(k)            Benefits.

The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith,

and the L/C Issuer shall have all of the benefits and immunities (i) provided to the Administrative Agent in Article IX

with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to

be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as

used in Article IX included the L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided

herein with respect to the L/C Issuer.

(l)            Letter

of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its

Applicable Revolving Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit

equal to the Applicable Rate times the daily amount available to be drawn under such Letter of Credit. For purposes of computing

the daily amount available to be drawn under any standby Letter of Credit, the amount of such Letter of Credit shall be determined in

accordance with Section 1.06. Letter of Credit Fees shall be (i) payable on the first Business Day following the end

of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit

and (ii) accrued through and including the last day of each calendar quarter in arrears. If there is any change in the Applicable

Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable

Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary

contained herein, upon the request of the Required Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue

at the Default Rate.

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(m)          Fronting

Fee and Documentary and Processing Charges Payable to L/C Issuer. The Borrower shall pay directly to the L/C Issuer for its own account

a fronting fee with respect to each Letter of Credit, at the rate per annum equal to the percentage separately agreed upon between the

Borrower and the L/C Issuer, computed on the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears.

Such fronting fee shall be due and payable no later than the tenth Business Day after the end of each March, June, September and

December in the most recently- ended quarterly period (or portion thereof, in the case of the first payment), commencing with

the first such date to occur after the issuance of such Letter of Credit, on the Maturity Date and thereafter on demand. For purposes

of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined

in accordance with Section 1.06. In addition, the Borrower shall pay directly to the L/C Issuer

for its own account, in Dollars, the customary issuance, presentation, amendment and other processing fees, and other standard

costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs

and charges are due and payable on demand and are nonrefundable.

(n)           Disbursement

Procedures. The L/C Issuer for any Letter of Credit shall, within the time allowed by Applicable Laws or the specific terms of the

Letter of Credit following its receipt thereof, examine all documents purporting to represent a demand for payment under such Letter of

Credit. The L/C Issuer shall promptly after such examination notify the Administrative Agent and the Borrower in writing of such demand

for payment if the L/C Issuer has made or will make an L/C Disbursement thereunder; provided that any failure to give or delay

in giving such notice shall not relieve the Borrower of its obligation to reimburse the L/C Issuer and the Lenders with respect to any

such L/C Disbursement.

(a)            Interim

Interest. If the L/C Issuer for any standby Letter of Credit shall make any L/C Disbursement, then, unless the Borrower shall reimburse

such L/C Disbursement in full on the date such L/C Disbursement is made, the unpaid amount thereof shall bear interest, for each day from

and including the date such L/C Disbursement is made to but excluding the date that the Borrower reimburses such L/C Disbursement, at

the rate per annum then applicable to Base Rate Loans; provided that if the Borrower fails to reimburse such L/C Disbursement when

due pursuant to clause (f) of this Section 2.03, then Section 2.08(b) shall apply. Interest

accrued pursuant to this clause (o) shall be for account of the L/C Issuer, except that interest accrued on and after the

date of payment by any Lender pursuant to clause (f) of this Section 2.03 to reimburse the L/C Issuer shall

be for account of such Lender to the extent of such payment.

(o)           Replacement

of the L/C Issuer. The L/C Issuer may be replaced at any time by written agreement between the Borrower, the Administrative Agent,

the replaced L/C Issuer and the successor L/C Issuer. The Administrative Agent shall notify the Lenders of any such replacement of the

L/C Issuer. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of

the replaced L/C Issuer pursuant to Section 2.03(m). From and after the effective date of any such replacement, (i) the

successor L/C Issuer shall have all the rights and obligations of an L/C Issuer under this Agreement with respect to Letters of Credit

to be issued by it thereafter and (ii) references herein to the term “L/C Issuer” shall be deemed to include such successor

or any previous L/C Issuer, or such successor and all previous L/C Issuer, as the context shall require. After the replacement of the

L/C Issuer hereunder, the replaced L/C Issuer shall remain a party hereto and shall continue to have all the rights and obligations of

an L/C Issuer under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required

to issue additional Letters of Credit.

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(p)           Cash

Collateralization.

a)            If

any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent

or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with L/C Obligations representing at

least 66-2/3% of the total L/C Obligations) demanding the deposit of Cash Collateral pursuant to this clause (q), the Borrower

shall promptly deposit into an account established and maintained on the books and records of the Administrative Agent (the “Collateral

Account”) an amount in cash equal to 103% of the total L/C Obligations as of such date plus any accrued and unpaid

interest thereon, provided that the obligation to deposit such Cash Collateral shall become effective immediately, and such deposit

shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with

respect to the Borrower described in clause (f) of Section 8.01. Such deposit shall be held by the Administrative

Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. In addition, and without

limiting the foregoing or clause (d) of this Section 2.03, if any L/C Obligations remain outstanding after

the expiration date specified in said clause (d), the Borrower shall promptly deposit into the Collateral Account an amount

in cash equal to 103% of such L/C Obligations as of such date plus any accrued and unpaid interest thereon.

b)            The

Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the Collateral Account.

Other than any interest earned on the investment of such deposits, which investments shall be made at the reasonable discretion of the

Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any,

on such investments shall accumulate in the Collateral Account. Moneys in the Collateral Account shall be applied by the Administrative

Agent to reimburse the L/C Issuer for L/C Disbursements for which it has not been reimbursed, together with related fees, costs, and customary

processing charges, and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower

for the L/C Obligations at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with

L/C Obligations representing 66-2/3% of the total L/C Obligations), be applied to satisfy other obligations of the Borrower under this

Agreement. If the Borrower is required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of

Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after

all Events of Default have been cured or waived.

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(b)            Letters

of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations

of, or is for the account of, a Subsidiary, the Borrower shall be obligated to reimburse the L/C Issuer hereunder for any and all drawings

under such Letter of Credit as if such Letter of Credit had been issued solely for the account of the Borrower. The Borrower hereby acknowledges

that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s

business derives substantial benefits from the businesses of such Subsidiaries.

(q)           Conflict

with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof

shall control.

4.             Swingline

Loans.

(a)           The

Swingline. Subject to the terms and conditions set forth herein, the Swingline Lender, in reliance upon the agreements of the other

Lenders set forth in this Section 2.04, may in its sole discretion make loans to the Borrower (each such loan, a “Swingline

Loan”). Each such Swingline Loan may be made, subject to the terms and conditions set forth herein, to the Borrower, in

Dollars, from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding

the amount of the Swingline Sublimit; provided, however, that (i) after giving effect to any Swingline Loan, (A) the

Total Revolving Outstandings shall not exceed the Revolving Facility at such time, and (B) the Revolving Exposure of any Revolving

Lender at such time shall not exceed such Lender’s Revolving Commitment, (ii) the Borrower shall not use the proceeds of any

Swingline Loan to refinance any outstanding Swingline Loan, and (iii) the Swingline Lender shall not be under any obligation to make

any Swingline Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by

such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof,

the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04.

Each Swingline Loan shall bear interest only at a rate based on the Base Rate plus the Applicable Rate. Immediately upon the making of

a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline

Lender a risk participation in such Swingline Loan in an amount equal to the product of such Revolving Lender’s Applicable Revolving

Percentage times the amount of such Swingline Loan.

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(b)           Borrowing

Procedures. Each Swingline Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Lender and the Administrative

Agent, which may be given by: (i) telephone or (ii) a Swingline Loan Notice; provided that any telephonic notice must

be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a Swingline Loan Notice. Each such Swingline

Loan Notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing

date, and shall specify (A) the amount to be borrowed, which shall be a minimum of $100,000, and (B) the requested date of the

Borrowing (which shall be a Business Day). Promptly after receipt by the Swingline Lender of any Swingline Loan Notice, the Swingline

Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline

Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof.

Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of

any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Swingline Borrowing (1) directing the Swingline Lender

not to make such Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a),

or (2) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to

the terms and conditions hereof, the Swingline Lender may make the amount of its Swingline Loan available to the Borrower at its office

by crediting the account of the Borrower on the books of the Swingline Lender in immediately available funds.

(c)           Refinancing

of Swingline Loans.

a)            The

Swingline Lender at any time in its sole discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swingline

Lender to so request on its behalf), that each Revolving Lender make a Base Rate Loan in an amount equal to such Lender’s Applicable

Revolving Percentage of the amount of Swingline Loans then outstanding. Such request shall be made in writing (which written request shall

be deemed to be a Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard

to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the

Revolving Facility and the conditions set forth in Section 4.02. The Swingline Lender shall furnish the Borrower with a copy

of the applicable Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Lender shall make an amount

equal to its Applicable Revolving Percentage of the amount specified in such Loan Notice available to the Administrative Agent in immediately

available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swingline Loan) for the

account of the Swingline Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such

Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Lender that so makes funds available shall be deemed

to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swingline

Lender.

b)            Notwithstanding

anything to the contrary in the foregoing, if for any reason any Swingline Loan cannot be refinanced by such a Revolving Borrowing in

accordance with Section 2.04(c)(i) (including, without limitation, the failure to satisfy the conditions set forth in

Section 4.02), the request for Base Rate Loans submitted by the Swingline Lender as set forth herein shall be deemed to be

a request by the Swingline Lender that each of the Revolving Lenders fund its risk participation in the relevant Swingline Loan and each

Revolving Lender’s payment to the Administrative Agent for the account of the Swingline Lender pursuant to Section 2.04(c)(i) shall

be deemed payment in respect of such participation.

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c)            If

any Revolving Lender fails to make available to the Administrative Agent for the account of the Swingline Lender any amount required to

be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i),

the Swingline Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with

interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the

Swingline Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swingline Lender in accordance

with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged

by the Swingline Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount

so paid shall constitute such Lender’s Revolving Loan included in the relevant Revolving Borrowing or funded participation in the

relevant Swingline Loan, as the case may be. A certificate of the Swingline Lender submitted to any Lender (through the Administrative

Agent) with respect to any amounts owing under this clause (c)(iii) shall be conclusive absent manifest error.

d)            Each

Revolving Lender’s obligation to make Revolving Loans or to purchase and fund risk participations in Swingline Loans pursuant to

this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any

setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swingline Lender, the Borrower or any

other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or (C) any other occurrence, event or

condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Lender’s obligation

to make Revolving Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02

(other than delivery by the Borrower of a Loan Notice). No such funding of risk participations shall relieve or otherwise impair the obligation

of the Borrower to repay Swingline Loans, together with interest as provided herein.

(d)           Repayment

of Participations.

a)            At

any time after any Revolving Lender has purchased and funded a risk participation in a Swingline Loan, if the Swingline Lender receives

any payment on account of such Swingline Loan, the Swingline Lender will distribute to such Revolving Lender its Applicable Revolving

Percentage thereof in the same funds as those received by the Swingline Lender.

b)            If

any payment received by the Swingline Lender in respect of principal or interest on any Swingline Loan is required to be returned by the

Swingline Lender under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into

by the Swingline Lender in its discretion), each Revolving Lender shall pay to the Swingline Lender its Applicable Revolving Percentage

thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned,

at a rate per annum equal to the Federal Funds Rate. The Administrative Agent will make such demand upon the request of the Swingline

Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this

Agreement.

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(e)           Interest

for Account of Swingline Lender. The Swingline Lender shall be responsible for invoicing the Borrower for interest on the Swingline

Loans. Until each Revolving Lender funds its Base Rate Loan or risk participation pursuant to this Section 2.04 to refinance

such Revolving Lender’s Applicable Revolving Percentage of any Swingline Loan, interest in respect of such Applicable Revolving

Percentage shall be solely for the account of the Swingline Lender.

(f)            Payments

Directly to Swingline Lender. The Borrower shall make all payments of principal and interest in respect of the Swingline Loans directly

to the Swingline Lender.

5.            Prepayments.

(a)           Optional.

a)            The

Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment,

at any time or from time to time voluntarily prepay Term Loans and Revolving Loans in whole or in part without premium or penalty subject

to Section 3.05; provided that, unless otherwise agreed by the Administrative Agent, (A) such notice must be received

by the Administrative Agent not later than 11:00 a.m. (1) two (2) Business Days prior to any date of prepayment of Term

SOFR Loans and (2) on the date of prepayment of Base Rate Loans; (B) any voluntary prepayment of Term SOFR Loans shall be in

a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall

be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal

amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to

be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly

notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based

on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower

shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any

prepayment of any Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts

required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall

be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.15, such prepayments

shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

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b)            The

Borrower may, upon notice to the Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a

copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swingline Loans in whole or in part without premium

or penalty; provided that, unless otherwise agreed by the Swingline Lender, (A) such notice must be received by the Swingline

Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall

be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess hereof (or, if less, the entire principal thereof

then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the

Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

(b)           Mandatory.

a)            Dispositions

and Involuntary Dispositions. The Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided

in an aggregate amount equal to 100% of the Net Cash Proceeds received by any Loan Party or any Subsidiary from all Dispositions (other

than Permitted Transfers) and Involuntary Dispositions within five (5) Business Days of the date of such Disposition or Involuntary

Disposition; provided, however, that so long as no Default shall have occurred and be continuing, (A) the Loan Parties

may receive up to $2,000,0005,000,000

in the aggregate of such Net Cash Proceeds in any Fiscal Year without making the prepayment described in this Section 2.05(b),

and (B) such Net Cash Proceeds shall not be required to be so applied at the election of the Borrower to the extent such Loan

Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds (which reinvested amount shall not count against the $2,000,0005,000,000

in clause (i)(A) above) in assets (other than cash and cash equivalents, inventory and accounts receivable) used or useful

in the business of the Borrower or any of its Subsidiaries or to be contractually committed to be so reinvested within twelve (12) months

following such Disposition or Involuntary Disposition, provided, that such Net Cash Proceeds that have been contractually committed

to be reinvested during such twelve (12) month period shall be reinvested within 180 days after the expiration of such twelve (12) month

period; provided further that, if such Net Cash Proceeds shall have not been so reinvested, such Net Cash Proceeds shall be immediately

applied to prepay the Loans and/or Cash Collateralize the L/C Obligations.

b)            Specified

Equity Contribution. ;

Equity Issuance.

Immediately upon the

receipt by any Loan Party or any Subsidiary of the Net Cash Proceeds of any Specified Equity Contribution, the Borrower shall prepay the

Loans as hereinafter provided in an aggregate amount equal to 100% of such Net Cash Proceeds.

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Immediately

upon the receipt by any Loan Party or any Subsidiary of the Net Cash Proceeds of any Equity Issuance, the Borrower shall prepay the Loans

as hereinafter provided in an aggregate amount equal to 100% of such Net Cash Proceeds.

(i)            Debt

Issuance. Immediately upon the receipt by any Loan Party or any Subsidiary of the Net Cash Proceeds of any Debt Issuance, the Borrower

shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of such

Net Cash Proceeds.

c)            Extraordinary

Receipts. Immediately upon receipt by any Loan Party or any Subsidiary of any Extraordinary Receipt in excess of $500,000 in the aggregate

for any Fiscal Year, received by or paid to or for the account of any Loan Party or any of its Subsidiaries, the Borrower shall prepay

the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate principal amount equal to 100% of all

Net Cash Proceeds received therefrom; provided that with respect to any Net Cash Proceeds of an Extraordinary Receipt, at

the election of the Borrower, and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may

(A) utilize any Net Cash Proceeds constituting proceeds of casualty insurance to promptly repair or rebuild, as applicable, any property

damaged to the comparable state of such property prior to the casualty event, or (B) reinvest all or any portion of such Net Cash

Proceeds in fixed capital or operating assets, in each case of clause (A) or (B) so long as (x) within 180 days after receipt

of such Net Cash Proceeds, such repair, rebuilding or reinvestment shall have been consummated (or a definitive agreement to so reinvest

shall have been executed), and (y) if a definitive agreement to so repair, rebuild or reinvest has been executed within such 180-day

period, then such repair, rebuilding or reinvestment shall have been consummated within 180 days after the entering into of such definitive

agreement; and provided further that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately

applied to the prepayment of the Loans as set forth in this Section 2.05(b).

d)            Application

of Payments. Each prepayment of Loans pursuant to the foregoing provisions of clauses (i) through (iv) of

this Section 2.05(b) shall be applied, first, to the principal repayment installments of the Term Loan

in inverse order of maturity, including, without limitation, the final principal repayment installment on the Maturity Date and, second,

to the Revolving Facility in the manner set forth in clause (vi) of this Section 2.05(b). Subject to Section 2.15,

such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.

e)            Revolving

Outstandings. If for any reason the Total Revolving Outstandings at any time exceed the Revolving Facility at such time, the Borrower

shall promptly prepay Revolving Loans, Swingline Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate

amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations

pursuant to this Section 2.05(b) unless, after the prepayment of the Revolving Loans and Swingline Loans, the Total Revolving

Outstandings exceed the Revolving Facility at such time.

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f)            Application

of Other Payments. Except as otherwise provided in Section 2.15, prepayments of the Revolving Facility made pursuant to

this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swingline Loans, second,

shall be applied to the outstanding Revolving Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations

and the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swingline Loans and Revolving Loans outstanding

at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrower for use in the ordinary

course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral

shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party or any Defaulting Lender that

has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicable.

Within the parameters of the

applications set forth above, prepayments pursuant to this Section 2.05(b) shall be applied first to Base Rate Loans

and then to Term SOFR Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall

be subject to Section 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal

amount prepaid through the date of prepayment.

6.            Termination

or Reduction of Commitments.

(a)            Optional.

The Borrower may, upon notice to the Administrative Agent, terminate the Revolving Facility, the Letter of Credit Sublimit or the Swingline

Sublimit, or from time to time permanently reduce the Revolving Facility, the Letter of Credit Sublimit or the Swingline Sublimit; provided

that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days

prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any

whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Revolving Facility

if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving

Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully

Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swingline Sublimit if, after giving effect thereto

and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Loans would exceed the Swingline Sublimit.

(b)           Mandatory.

a)            The

aggregate Term Commitments shall be automatically and permanently reduced to zero on the date of the Term Borrowing. The

aggregate First Amendment Incremental Term Commitments shall be automatically and permanently reduced to zero after giving effect to the

Additional Term Loans made on the First Amendment Effective Date.

b)            If

after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06, the Letter of Credit

Sublimit or the Swingline Sublimit exceeds the Revolving Facility at such time, the Letter of Credit Sublimit or the Swingline Sublimit,

as the case may be, shall be automatically reduced by the amount of such excess.

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(c)            Application

of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Lenders of any termination or reduction

of the Letter of Credit Sublimit, Swingline Sublimit or the Revolving Commitment under this Section 2.06. Upon any reduction

of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Revolving

Percentage of such reduction amount. All fees in respect of the Revolving Facility accrued until the effective date of any termination

of the Revolving Facility shall be paid on the effective date of such termination.

7.            Repayment

of Loans.

(a)           Term

Loans. The Borrower shall repay to the Term Lenders the aggregate principal amount of all Term Loans outstanding on last day of each

calendar quarter beginning on September  30, 2024 in the respective amounts set forth opposite such periods (which amounts shall

be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05),

unless accelerated sooner pursuant to Section 8.02;

Payment Dates

Principal Repayment

Installments

September 30, 2024 through September 30, 20262025

$1,625,000

December 31, 2025 through June 30,  2026

$2,562,500

December 31September 30, 2026 through December 31June 30,  2027

$2,437,5003,843,750

March 31, 2028September 30, 2027 and thereafter

$3,250,0005,125,000

provided,

however, that (i) the final principal repayment installment of the Term Loans shall be repaid on the Maturity Date and in

any event shall be in an amount equal to the aggregate principal amount of all Term Loans outstanding on such date, (ii) if any principal

repayment installment to be made by the Borrower (other than principal repayment installments on Term SOFR Loans) shall come due on a

day other than a Business Day, such principal repayment installment shall be due on the next succeeding Business Day, and such extension

of time shall be reflected in computing interest or fees, as the case may be and (iii) if any principal repayment installment to

be made by the Borrower on a Term SOFR Loan shall come due on a day other than a Business Day, such principal repayment installment shall

be extended to the next succeeding Business Day unless the result of such extension would be to extend such principal repayment installment

into another calendar month, in which event such principal repayment installment shall be due on the immediately preceding Business Day.

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(b)            Revolving

Loans. The Borrower shall repay to the Revolving Lenders on the Maturity Date the aggregate principal amount of all Revolving Loans

outstanding on such date.

(c)            Swingline

Loans. The Borrower shall repay each Swingline Loan on the earlier to occur of (i) the date ten (10) Business Days after

such Loan is made and (ii) the Maturity Date.

8.            Interest

and Default Rate.

(a)            Interest.

Subject to the provisions of Section 2.08(b), (i) each Term SOFR Loan shall bear interest on the outstanding principal

amount thereof for each Interest Period from the applicable Borrowing date at a rate per annum equal to the Term SOFR for such Interest

Period plus the Applicable Rate; (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the

applicable Borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate; and (iii) each Swingline Loan

shall bear interest on the outstanding principal amount thereof from the applicable Borrowing date at a rate per annum equal to the Base

Rate plus the Applicable Rate. To the extent that any calculation of interest or any fee required to be paid under this Agreement shall

be based on (or result in) a calculation that is less than zero, such calculation shall be deemed zero for purposes of this Agreement.

(b)            Default

Rate.

a)            If

any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity,

by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to

the Default Rate to the fullest extent permitted by Applicable Laws.

b)            If

any amount (other than principal of any Loan) payable by the Borrower under any Loan Document is not paid when due (without regard to

any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders

such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest

extent permitted by Applicable Laws.

c)            Upon

the request of the Required Lenders, while any Event of Default exists (including a payment default), all outstanding Obligations (including

Letter of Credit Fees) may accrue at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent

permitted by Applicable Laws.

d)            Accrued

and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(c)            Interest

Payments. Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other

times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment,

and before and after the commencement of any proceeding under any Debtor Relief Law.

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9.             Fees.

In addition to certain fees

described in clauses (l) and (m) of Section 2.03:

(a)           Commitment

Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Applicable

Revolving Percentage, a commitment fee equal to the Applicable Rate times the actual daily amount by which the Revolving Facility

exceeds the sum of (i) the Outstanding Amount of Revolving Loans and (ii) the Outstanding Amount of L/C Obligations,

subject to adjustment as provided in Section 2.15. For the avoidance of doubt, the Outstanding Amount of Swingline Loans shall

not be counted towards or considered usage of the Revolving Facility for purposes of determining the commitment fee. The commitment fee

shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article IV

is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December,

commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period. The commitment fee

shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount

shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate

was in effect.

(b)           Other

Fees.

a)            The

Borrower shall pay to the Administrative Agent and BofA Securities, LLC for its own account fees in the amounts and at the times specified

in the Fee Letter and the First Amendment Fee Letter. Such fees shall

be fully earned when paid and shall not be refundable for any reason whatsoever.

b)            The

Borrower shall pay to the Lenders such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified.

Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

10.           Computation

of Interest and Fees; Retroactive Adjustments of Applicable Rate.

(a)           Computation

of Interest and Fees. All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Term

SOFR) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of

fees and interest shall be made on the basis of a three hundred sixty (360) day year and actual days elapsed (which results in more fees

or interest, as applicable, being paid than if computed on the basis of a 365 day year). Interest shall accrue on each Loan for the day

on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid,

provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest

for one (1) day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding

for all purposes, absent manifest error.

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(b)            Financial

Statement Adjustments or Restatements. If, as a result of any restatement of or other adjustment to the financial statements of HoldingsPubco

and its Subsidiaries or for any other reason, HoldingsBorrower,

or the Lenders determine that (i) the Consolidated Senior Leverage Ratio as calculated by HoldingsBorrower

as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Senior Leverage Ratio would have resulted

in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for

the account of the applicable Lenders or the L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after

the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United

States, automatically and without further action by the Administrative Agent, any Lender or the L/C Issuer), an amount equal to the excess

of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such

period. This clause (b) shall not limit the rights of the Administrative Agent, any Lender or the L/C Issuer, as the case

may be, under any provision of this Agreement to payment of any Obligations hereunder at the Default Rate or under Article VIII.

The Borrower’s obligations under this clause (b) shall survive the termination of the Aggregate Commitments and the

repayment of all other Obligations hereunder.

11.           Evidence

of Debt.

(a)            Maintenance

of Accounts. The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender

in the ordinary course of business. The Administrative Agent shall maintain the Register in accordance with Section 11.06(c).

The accounts or records maintained by each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made

by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however,

limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event

of any conflict between the accounts and records maintained by any Lender and the Register, the Register shall control in the absence

of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such

Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s Loans in addition to such accounts or records.

Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and

payments with respect thereto.

(b)           Maintenance

of Records. In addition to the accounts and records referred to in Section 2.11(a), each Lender and the Administrative

Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations

in Letters of Credit and Swingline Loans. In the event of any conflict between the accounts and records maintained by the Administrative

Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall

control in the absence of manifest error.

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12.            Payments

Generally; Administrative Agent’s Clawback.

(a)            General.

All payments to be made by the Borrower shall be made free and clear of and without condition or deduction for any counterclaim, defense,

recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative

Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars

and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly

distribute to each Lender its Applicable Percentage in respect of the relevant Facility (or other applicable share as provided herein)

of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative

Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue

to accrue. Subject to Section 2.07(a) and as otherwise specifically provided for in this Agreement, if any payment to

be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the Business Day, and such extension

of time shall be reflected in computing interest or fees, as the case may be.

(b)           (ii)            Funding

by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to

the proposed date of any Borrowing of Term SOFR Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the

date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing,

the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02

(or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time

required by Section 2.02) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount.

In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the

applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in

immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower

to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the

greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on

interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in

connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base

Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period,

the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such

Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s

Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender

that shall have failed to make such payment to the Administrative Agent.

a)            Payments

by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower prior

to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that the

Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance

herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the L/C Issuer, as the case may be, the amount

due. With respect to any payment that the Administrative Agent makes for the account of the Lenders or the L/C Issuer hereunder as to

which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies

(such payment referred to as the “Rescindable Amount”): (1) the Borrower has not in fact made such payment;

(2) the Administrative Agent has made a payment in excess of the amount so paid by the Borrower (whether or not then owed); or (3) the

Administrative agent has for any reason otherwise erroneously made such payment; then each of the Appropriate Lenders or the L/C Issuer,

as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to

such Lender or the L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount

is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a

rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

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A notice of the

Administrative Agent to any Lender or the Borrower with respect to any amount owing under this clause (b) shall be conclusive,

absent manifest error.

(c)            Failure

to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender

as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative

Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance

with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without

interest.

(d)            Obligations

of Lenders Several. The obligations of the Lenders hereunder to make Term Loans and Revolving Loans, to fund participations in Letters

of Credit and Swingline Loans and to make payments pursuant to Section 11.04(c) are several and not joint. The failure

of any Lender to make any Loan, to fund any such participation or to make any payment under Section 11.04(c) on any date

required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible

for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 11.04(c).

(e)            Funding

Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or

to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

(f)            Pro

Rata Treatment. Except to the extent otherwise provided herein: (i) each Borrowing (other than Swingline Borrowings) shall be

made from the Appropriate Lenders, each payment of fees under Section 2.09 and clauses (l) and (m) of

Section 2.03 shall be made for account of the Appropriate Lenders, and each termination or reduction of the amount of the

Commitments shall be applied to the respective Commitments of the Lenders, pro rata according to the amounts of their respective

Commitments; (ii) each Borrowing shall be allocated pro rata among the Lenders according to the amounts of their respective Commitments

(in the case of the making of Revolving Loans) or their respective Loans that are to be included in such Borrowing (in the case of conversions

and continuations of Loans); (iii) each payment or prepayment of principal of Loans by the Borrower shall be made for account of

the Appropriate Lenders pro rata in accordance with the respective unpaid principal amounts of the Loans held by them; and (iv) each

payment of interest on Loans by the Borrower shall be made for account of the Appropriate Lenders pro rata in accordance with the amounts

of interest on such Loans then due and payable to the respective Appropriate Lenders.

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13.            Sharing

of Payments by Lenders.

If any Lender shall, by exercising

any right of setoff or counterclaim or otherwise, obtain payment in respect of (a) Obligations in respect of any of the Facilities

due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to

the proportion of (i) the amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount

of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time)

of payments on account of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan

Documents at such time obtained by all the Lenders at such time or (b) Obligations in respect of any of the Facilities owing (but

not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according

to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender at such time to (ii) the

aggregate amount of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the

other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities owing (but not due and payable)

to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time, then, in each case

under clauses (a) and (b) above, the Lender receiving such greater proportion shall (A) notify the Administrative

Agent of such fact, and (B) purchase (for cash at face value) participations in the Loans and sub-participations in L/C Obligations

and Swingline Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments

shall be shared by the Lenders ratably in accordance with the aggregate amount of Obligations in respect of the Facilities then due and

payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be, provided that:

a)            if

any such participations or sub-participations are purchased and all or any portion of the payment giving rise thereto is recovered, such

participations or sub-participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest;

and

b)            the

provisions of this Section 2.13 shall not be construed to apply to (A) any payment made by or on behalf of the Borrower

pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence

of a Defaulting Lender), (B) the application of Cash Collateral provided for in Section 2.14, or (C) any payment

obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or sub-participations in L/C

Obligations or Swingline Loans to any assignee or participant, other than an assignment to any Loan Party or any Affiliate thereof (as

to which the provisions of this Section 2.13 shall apply).

Each Loan Party consents to

the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant

to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation

as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.

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14.            Cash

Collateral.

(a)            Obligation

to Cash Collateralize. At any time there shall exist a Defaulting Lender, within one Business Day following the written request of

the Administrative Agent or the L/C Issuer (with a copy to the Administrative Agent), the Borrower shall Cash Collateralize the L/C Issuer’s

Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.15(a)(iv) and any

Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount.

(b)            Grant

of Security Interest. The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to

(and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuer and the Lenders,

and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other

property so provided as Collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which

such Cash Collateral may be applied pursuant to Section 2.14(c). If at any time the Administrative Agent determines that Cash

Collateral is subject to any right or claim of any Person other than the Administrative Agent or the L/C Issuer as herein provided, or

that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrower will, promptly upon demand by the

Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such

deficiency (determined in the case of Cash Collateral provided pursuant to Section 2.15(a)(v), after giving effect to Section 2.15(a)(v) and

any Cash Collateral provided by the Defaulting Lender). All Cash Collateral (other than credit support not constituting funds subject

to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America. The Borrower shall pay on demand

therefor from time to time all customary account opening, activity and other administrative fees and charges in connection with the maintenance

and disbursement of Cash Collateral.

(c)            Application.

Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.14

or Sections 2.03, 2.05, 2.15 or 8.02 in respect of Letters of Credit shall be held and applied to the satisfaction

of the specific L/C Obligations, obligations to fund participations therein (including, as to Cash Collateral provided by a Revolving

Lender that is a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so

provided, prior to any other application of such property as may be provided for herein.

(d)            Release.

Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released

promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by

the termination of Defaulting Lender status of the applicable Revolving Lender (or, as appropriate, its assignee following compliance

with Section 11.06(b)(vi))) or (ii) the determination by the Administrative Agent and the L/C Issuer that there exists

excess Cash Collateral; provided, however, (A) any such release shall be without prejudice to, and any disbursement

or other transfer of Cash Collateral shall be and remain subject to, any other Lien conferred under the Loan Documents and the other applicable

provisions of the Loan Documents, and (B) the Person providing Cash Collateral and the L/C Issuer may agree that Cash Collateral

shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

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15.           Defaulting

Lenders.

(a)            Adjustments.

Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time

as that Lender is no longer a Defaulting Lender, to the extent permitted by Applicable Law:

a)            Waivers

and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this

Agreement shall be restricted as set forth in the definition of “Required Lenders” and Section 11.01.

b)            Defaulting

Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of

such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by

the Administrative Agent from a Defaulting Lender pursuant to Section 11.08 shall be applied at such time or times as may

be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender

to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting

Lender to the L/C Issuer or the Swingline Lender hereunder; third, to Cash Collateralize the L/C’s Issuer Fronting

Exposure with respect to such Defaulting Lender in accordance with Section 2.14; fourth, as the Borrower may

request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has

failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so

determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (A) satisfy

such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (B) Cash Collateralize

the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued

under this Agreement, in accordance with Section 2.14; sixth, to the payment of any amounts owing to the Lenders,

the L/C Issuer or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer

or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this

Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower

as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of

such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or

as otherwise as may be required under the Loan Documents in connection with any Lien conferred thereunder or directed by a court of competent

jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect

of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of

Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be

applied solely to pay the Loans of, and L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being

applied to the payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and

unfunded participations in L/C Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments

hereunder without giving effect to Section 2.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting

Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.15(a)(ii) shall

be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

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c)            Certain

Fees.

(1)            Fees.

No Defaulting Lender shall be entitled to receive any fee payable under Section 2.09(a) for any period during which that

Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have

been paid to that Defaulting Lender).

(2)            Letter

of Credit Fees. Each Defaulting Lender shall be entitled to receive Letter of Credit Fees for any period during which that Lender

is a Defaulting Lender only to the extent allocable to its Applicable Revolving Percentage of the stated amount of Letters of Credit for

which it has provided Cash Collateral pursuant to Section 2.14.

(3)            Defaulting

Lender Fees. With respect to any Letter of Credit Fee not required to be paid to any Defaulting Lender pursuant to clause (B) above,

the Borrower shall (1) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender

with respect to such Defaulting Lender’s participation in L/C Obligations or Swingline Loans that has been reallocated to such Non-Defaulting

Lender pursuant to clause (iv) below, (2) pay to the L/C Issuer and the Swingline Lender, as applicable, the amount of

any such fee otherwise payable to such Defaulting Lender to the extent allocable to such L/C Issuer’s or Swingline Lender’s

Fronting Exposure to such Defaulting Lender, and (3) not be required to pay the remaining amount of any such fee.

d)            Reallocation

of Applicable Revolving Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in

L/C Obligations and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable

Revolving Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that such reallocation

does not cause the aggregate Revolving Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Commitment.

Subject to Section 11.20, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder

against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender

as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

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e)            Cash

Collateral, Repayment of Swingline Loans. If the reallocation described in clause (a)(iv) above cannot, or can only partially,

be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under Applicable Law, (A) first,

prepay Swingline Loans in an amount equal to the Swingline Lender’s Fronting Exposure and (B) second, Cash Collateralize

the L/C Issuer’s Fronting Exposure in accordance with the procedures set forth in Section 2.14.

(b)            Defaulting

Lender Cure. If the Borrower, the Administrative Agent, the Swingline Lender and the L/C Issuer agree in writing that a Lender is

no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified

in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that

Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions

as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit

and Swingline Loans to be held pro rata by the Lenders in accordance with their Revolving Commitments (without giving effect to Section 2.15(a)(iv)),

whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect

to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further,

that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will

constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

(c)            New

Swingline Loans/Letters of Credit. So long as any Revolving Lender is a Defaulting Lender, (i) the Swingline Lender shall not

be required to fund any Swingline Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swingline

Loan and (ii) the L/C Issuer shall not be required to issue, extend, increase, reinstate or renew any letter of Credit unless it

is satisfied that it will have no Fronting Exposure after giving effect thereto.

16.            Increase

in Revolving FacilityCommitments.

Borrower

Request. The Borrower may by written notice to the Administrative Agent elect to

request (x) prior to the Maturity Date for the Revolving Facility, an increase to the existing Revolving Commitments (each, an “Incremental

Revolving Commitment”) and/or (y) the establishment of one or more new term loan commitments (each, an “Incremental

Term Commitment”), by an aggregate amount not in excess of $100,000,000. Each such notice shall specify (i) the date (each,

an “Increase Effective Date”) on which the Borrower proposes that the Incremental Commitments shall be effective, which

shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent

and (ii) the identity of each Eligible Assignee to whom the Borrower proposes any portion of such Incremental Commitments be allocated

and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental

Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Each Incremental Commitment shall be

in an aggregate amount of $5,000,000 or any whole multiple of $5,000,000 in excess thereof (provided that such amount may be less than

$5,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Incremental Commitments set forth

in above), and the Borrower may make a maximum of three (3) such requests pursuant to this Section 2.16.

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Conditions.

The Incremental Commitments shall become effective as of the Increase Effective Date; provided that:

each

of the conditions set forth in Section 4.02 shall be satisfied;

no

Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date;

(a) Request

for Increase. Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify

the Revolving Lenders), the Borrower may from time to time, request an increase in the Revolving Facility by an amount (for all such requests)

not exceeding $35,000,000 (an “Incremental Facility”); provided that

(i) any such request for an Incremental Facility shall be in a minimum amount of $5,000,000 and in increments of $5,000,000 in excess

thereof, or, if less, in an amount agreed to by the Administrative Agent, and (ii) the Borrower may make a maximum of three (3) such

requests. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period

within which each Revolving Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the

date of delivery of such notice to the Revolving Lenders).

(b)            Lender

Elections to Increase. Each Revolving Lender shall notify the Administrative Agent within such time period whether

or not it agrees to increase its Revolving Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable

Revolving Percentage of such requested increase. Any Revolving Lender not responding within such time period shall

be deemed to have declined to increase its Revolving Commitment.

(c)            Notification

by Administrative Agent; Additional Revolving Lenders. The Administrative Agent shall notify the Borrower and each

Revolving Lender of the Revolving Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase,

and subject to the approval of the Administrative Agent, the L/C Issuer and the Swingline Lender, the Borrower may also invite additional

Eligible Assignees to become Revolving Lenders pursuant to a joinder agreement (“New Revolving Lenders”)

in form and substance satisfactory to the Administrative Agent and its counsel.

(d)           Effective

Date and Allocations. If the Revolving Facility is increased in accordance with this Section 2.16,

the Administrative Agent and the Borrower shall

determine the effective date (the “Revolving Increase Effective Date”)

and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Revolving Lenders and

the New Revolving Lenders of the final allocation of such increase and the Revolving Increase Effective Date.

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(e)  Conditions

to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative

Agent a certificate of each Loan Party dated as of the Revolving Increase Effective Date (in sufficient copies for each Lender) signed

by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or

consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase,

(A) the representations and warranties contained in Article V and the other Loan Documents that

are subject to materiality or Material Adverse Effect qualifications are true and correct, in

all respects on and as of the Revolving Increase Effective Date,

and except that as made on and as of such date, and the representations

and warranties contained in the Credit Agreement and the other Loan Documents that are not subject to materiality or Material Adverse

Effect qualifications are true and correct in all material respects on and as of the Increase Effective Date as made on and as of such

date, except (i) in each case to the extent that such representations and warranties specifically refer to an earlier date, in which

case they shall have been true and correct in all material respects as of such earlier date, and (ii) for purposes of this

Section 2.16(b), the representations and warranties contained

in clauses Section 5.05(a) and

Section 5.05(b) of

Section 5.05 shall be deemed to refer to the most recent financial

statements furnished pursuant to clauses Sections 6.01(a) and

(b), respectively, of Section 6.01, and (B) both

before and after giving effect to the Incremental Facility, no Default exists. The Borrower

shall deliver or cause to be delivered any other customary documents (including, without limitation, legal

opinions) as reasonably requested by the Administrative Agent in connection with any Incremental Facility. The Borrower shall prepay any

Revolving Loans outstanding on the Revolving Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05)

to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Revolving Percentages arising from

any nonratable increase in the Revolving Commitments under this Section 2.16.;

on

a Pro Forma Basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully

drawn), the Borrower shall be in compliance with each of the covenants set forth in Section 7.11 and the Consolidated Senior

Leverage Ratio shall not be greater than a “0.25x” turn less than the Consolidated Senior Leverage Ratio permitted under

Section 7.11(a), for the most recently ended period of four (4) consecutive Fiscal Quarters for which financial statements

have been delivered (or were required to be delivered) pursuant to Section 6.01(a) or (b);

the Borrower shall make any

breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 3.05;

the Borrower

shall deliver or cause to be delivered officer’s certificates and legal opinions of the type

delivered on the Closing Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the

Administrative Agent; and

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(A) upon the reasonable request of any Lender

made at least seven (7) days prior to the Increase Effective Date, the Borrower shall have provided to such Lender, and such Lender

shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your

customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at

least three (3) Business Days prior to the Increase Effective Date and (B) at least three (3) Business Days prior to the

Increase Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation

shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party.

Terms

of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental Commitments shall be as follows:

terms

and provisions of Incremental Term Loans shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Term

Loans (it being understood that Incremental Term Loans may be a part of the Term Loans) and to the extent that the terms and provisions

of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iii), (iv) or (v) below),

they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term Loans must comply

with clauses (iii), (iv) and (v) below;

the

terms and provisions of Revolving Loans made pursuant to new Commitments shall be identical to the Revolving Loans;

the

weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity

of the then existing Term Loans;

the

maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the then

Maturity Date; and

the

Applicable Rate for Incremental Term Loans shall be determined by the Borrower and the Lenders of the Incremental Term Loans; provided

that in the event that the Applicable Rate for any Incremental Term Loan is greater than the Applicable Rate for the Term Loans, then

the Applicable Rate for the Term Loans shall be increased to the extent necessary so that the Applicable Rate for the Incremental Term

Loans is equal to the Applicable Rate for the Term Loans, and the Applicable Rate for Revolving Loans (at each point in the table set

forth in the definition of “Applicable Rate,” to the extent

applicable) shall be increased by the same number of basis points as the Applicable Rate for the Term Loan is increased; provided,

further, that in determining the Applicable Rate applicable to the Term Loans and the Incremental Term Loans, (x) original

issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower to

the Lenders of the Term Loans or the Incremental Term Loans in the primary syndication thereof shall be included (with OID being equated

to interest based on an assumed four-year life to maturity); (y) customary arrangement or commitment fees payable to the Arranger

(or its respective affiliates) in connection with the Term Loans or to one (1) or more arrangers (or their affiliates) of the Incremental

Term Loans shall be excluded; and (z) if the Base Rate “floor” for the Incremental Term Loans is greater than the Base

Rate “floor” for the existing Term Loans, the difference between such floor for the Incremental Term Loans and the existing

Term Loans shall be equated to an increase in the Applicable Rate for purposes of this clause (v).

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(f) Conflicting

ProvisionsThe Incremental Commitments shall be effected

by a joinder agreement (the “Increase Joinder”) executed by the Borrower, the Administrative Agent and each Lender

making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 11.01,

the Increase Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents

as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.16.

In addition, unless otherwise specifically provided herein, all references in Loan Documents to Revolving Loans or Term Loans shall be

deemed, unless the context otherwise requires, to include references to Revolving Loans made pursuant to Incremental Revolving Commitments

and Incremental Term Loans that are Term Loans, respectively, made pursuant to this Agreement. This Section 2.16 shall

supersede any provisions in Section 2.13 or Section 11.01

to the contrary.

(g) Incremental

Facility. Except as otherwise specifically set forth herein, all of the other terms and conditions applicable to

such Incremental Facility shall be identical to the terms and conditions applicable to the Revolving Facility.

Adjustment

of Revolving Credit Loans. To the extent the Commitments being increased on the relevant Increase Effective Date are Incremental Revolving

Commitments, then each Revolving Lender that is acquiring an Incremental Revolving Commitment on the Increase Effective Date shall make

a Revolving Loan, the proceeds of which will be used to prepay the Revolving Loans of the other Revolving Lenders immediately prior to

such Increase Effective Date, so that, after giving effect thereto, the Revolving Loans outstanding are held by the Revolving Lenders

pro rata based on their Revolving Commitments after giving effect to such Increase Effective Date. If there is a new borrowing of Revolving

Loans on such Increase Effective Date, the Revolving Lenders after giving effect to such Increase Effective Date shall make such Revolving

Loans in accordance with Section 2.01(b).

Making

of New Term Loans. On any Increase Effective Date on which new Commitments for Term Loans are effective, subject to the satisfaction of

the foregoing terms and conditions, each Lender of such new Commitment shall make a Term Loan to the Borrower in an amount equal to its

new Commitment.

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Equal

and Ratable Benefit. The Loans and Commitments established pursuant to this clause (f) shall constitute Loans and Commitments under,

and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing,

benefit equally and ratably from the Guarantees and security interests created by the Collateral Documents, except that the new Loans

may be subordinated in right of payment or the Liens securing the new Loans may be subordinated, in each case, to the extent set forth

in the Increase Joinder. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate

that the Lien and security interests granted by the Collateral Documents continue to be perfected under the UCC or otherwise after giving

effect to the establishment of any such class of Term Loans or any such new Commitments.

H.

TAXES, YIELD PROTECTION

AND ILLEGALITY

1.             Taxes.

(a)            Defined

Terms. For purposes of this Section 3.01, the term “Applicable Law” includes FATCA and the term “Lender”

includes any L/C Issuer.

(b)            Payments

Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any

Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Laws.

If any Applicable Laws (as determined in the good faith discretion of an applicable withholding agent) require the deduction or withholding

of any Tax from any such payment by the applicable withholding agent, then the applicable withholding agent shall be entitled to make

such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance

with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary

so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable

under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding

or deduction been made.

(c)            Payment

of Other Taxes by the Loan Parties. The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with Applicable

Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(d)            Tax

Indemnifications.

a)            Each

of the Loan Parties shall, and does hereby, jointly and severally indemnify each Recipient, and shall make payment in respect thereof

within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed

or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to

be withheld or deducted from a payment to such Recipient, and any reasonable expenses arising therefrom or with respect thereto, whether

or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to

the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative

Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

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b)            Each

Lender shall, and does hereby, severally indemnify and shall make payment in respect thereof within ten (10) days after demand therefor,

(A) the Administrative Agent against any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party

has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties

to do so) (B) the Administrative Agent against any Taxes attributable to such Lender’s failure to comply with the provisions

of Section 11.06(d) relating to the maintenance of a Participant Register and (C) the Administrative Agent against

any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with

any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or

legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered

to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative

Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative

Agent to the Lender from any other source against any amount due to the Administrative Agent under this clause (d)(ii).

(e)            Evidence

of Payments. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority, as provided in this

Section 3.01, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued

by such Governmental Authority evidencing such payment, a copy of any return reporting such payment or other evidence of such payment

reasonably satisfactory to the Administrative Agent.

(f)            Status

of Lenders; Tax Documentation.

a)            Any

Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall

deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative

Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit

such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by

the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested

by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender

is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two

sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.01(f)(ii)(A),

(ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion,

execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal

or commercial position of such Lender.

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b)            Without

limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person,

(1)            any

Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or about the date on which such Lender becomes

a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent),

executed copies of IRS Form W–9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(2)            any

Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number

of copies as shall be requested by the recipient) on or about the date on which such Foreign Lender becomes a Lender under this Agreement

(and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following

is applicable:

(a)            in

the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect

to payments of interest under any Loan Document, executed copies of IRS Form W–8BEN–E (or W–8BEN, as applicable)

establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax

treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W–8BEN–E (or

W–8BEN, as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business

profits” or “other income” article of such tax treaty;

(b)            executed

copies of IRS Form W–8ECI;

(c)            in

the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code,

(x) a certificate substantially in the form of Exhibit M–1 to the effect that such Foreign Lender is not a “bank”

within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning

of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of

the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W–8BEN–E (or

W–8BEN, as applicable); or

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(d)            to

the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W–8IMY, accompanied by IRS Form W–8ECI, IRS

Form W–8BEN–E (or W–8BEN, as applicable), a U.S. Tax Compliance Certificate substantially in the form of Exhibit M–2

or Exhibit M–3, IRS Form W–9, and/or other certification documents from each beneficial owner, as applicable;

provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming

the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit M–4

on behalf of each such direct and indirect partner;

(3)            any

Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number

of copies as shall be requested by the recipient) on or about the date on which such Foreign Lender becomes a Lender under this Agreement

(and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of any other

form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed,

together with such supplementary documentation as may be prescribed by Applicable Law to permit the Borrower or the Administrative Agent

to determine the withholding or deduction required to be made; and

(4)            if

a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were

to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of

the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law

and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable

Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested

by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations

under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount,

if any, to deduct and withhold from such payment. Solely for the purposes of this clause (f)(ii)(D), “FATCA” shall

include any amendments made to FATCA after the date of this Agreement.

c)            Each

Lender agrees that if any form or certification it previously delivered pursuant to this Section 3.01 expires or becomes obsolete

or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent

in writing of its legal inability to do so.

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(g)            Treatment

of Certain Refunds. Unless required by Applicable Laws, at no time shall the Administrative Agent have any obligation to file for

or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from

funds paid for the account of such Lender. If any Recipient determines, in its sole discretion exercised in good faith, that it has received

a refund of any Taxes as to which it has been indemnified by any Loan Party or with respect to which any Loan Party has paid additional

amounts pursuant to this Section 3.01, it shall pay to such Loan Party an amount equal to such refund (but only to the extent

of indemnity payments made, or additional amounts paid, by such Loan Party under this Section 3.01 with respect to the Taxes

giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, as the case may be, and without

interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that each Loan Party,

upon the request of the Recipient, agrees to repay the amount paid over to such Loan Party (plus any penalties, interest or other charges

imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to repay such refund to such Governmental

Authority. Notwithstanding anything to the contrary in this clause (g), in no event will the applicable Recipient be required to

pay any amount to such Loan Party pursuant to this clause (g) the payment of which would place the Recipient in a less favorable

net after-Tax position than such Recipient would have been in if the Tax subject to indemnification and giving rise to such refund had

not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never

been paid. This clause (g) shall not be construed to require any Recipient to make available its tax returns (or any other

information relating to its Taxes that it deems confidential) to any Loan Party or any other Person.

(h)           Survival.

Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative

Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction

or discharge of all other Obligations.

2.             Illegality.

If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any

Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to SOFR or Term SOFR,

or to determine or charge interest rates based upon SOFR or Term SOFR, then, upon notice thereof by such Lender to the Borrower (through

the Administrative Agent), (a) any obligation of such Lender to make or continue Term SOFR Loans or to convert Base Rate Loans to

Term SOFR Loans shall be suspended, and (b) if such notice asserts the illegality of such Lender making or maintaining Base Rate

Loans the interest rate on which is determined by reference to the Term SOFR component of the Base Rate, the interest rate on which Base

Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to

the Term SOFR component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances

giving rise to such determination no longer exist. Upon receipt of such notice, (i) the Borrower shall, upon demand from such Lender

(with a copy to the Administrative Agent), prepay or, if applicable, convert all Term SOFR Loans of such Lender to Base Rate Loans (the

interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative

Agent without reference to the Term SOFR component of the Base Rate), either on the last day of the Interest Period therefor, if such

Lender may lawfully continue to maintain such Term SOFR Loan to such day, or immediately, if such Lender may not lawfully continue to

maintain such Term SOFR Loan and (ii) if such notice asserts the illegality of such Lender determining or charging interest rates

based upon SOFR, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without

reference to the Term SOFR component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer

illegal for such Lender to determine or charge interest rates based upon SOFR. Upon any such prepayment or conversion, the Borrower shall

also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.05.

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3.             Inability

to Determine Rates.

(a)            If

in connection with any request for a Term SOFR Loan or a conversion of Base Rate Loans to Term SOFR Loans or a continuation of any such

Loans, as applicable, (i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that

(A) no Successor Rate has been determined in accordance with Section 3.03(b), and the circumstances under clause (i) of

Section 3.03(b) or the Scheduled Unavailability Date has occurred (as applicable) or (B) adequate and reasonable

means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or

in connection with an existing or proposed Base Rate Loan, or (ii) the Administrative Agent or the Required Lenders determine that

for any reason that Term SOFR for any requested Interest Period with respect to a proposed Loan does not adequately and fairly reflect

the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter,

(x) the obligation of the Lenders to make or maintain Term SOFR Loans, or to convert Base Rate Loans to Term SOFR Loans shall be

suspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (y) in the event of a determination described

in the preceding sentence with respect to the Term SOFR component in determining the Base Rate, the utilization of the Term SOFR component

in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the

Required Lenders described in clause (ii) of this Section 3.03(a), until the Administrative Agent upon instruction

of the Required Lenders) revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a

Borrowing of, conversion to or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or,

failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified

therein and (ii) any outstanding Term SOFR Loans shall be deemed to have been converted to Base Rate Loans immediately at the end

of their respective applicable Interest Period.

(b)            Notwithstanding

anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall

be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required

Lenders, a copy to the Borrower) that the Borrower or Required Lenders (as applicable) have determined (which determination likewise shall

be conclusive absent manifest error), that:

a)            adequate

and reasonable means do not exist for ascertaining one month, three month and six month interest periods of Term SOFR including, without

limitation, because the Term SOFR Screen Rate is not available or published on a current basis and such circumstances are unlikely to

be temporary; or

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b)            CME

or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent

or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement

identifying a specific date after which one month, three month and six month interest periods of Term SOFR or the Term SOFR Screen Rate

shall or will no longer be made available, or permitted to be used for determining the interest rate of U.S. dollar denominated syndicated

loans, or shall or will otherwise cease, provided that, at the time of such statement, there is no successor administrator

that is satisfactory to the Administrative Agent, that will continue to provide such interest periods of Term SOFR after such specific

date (the latest date on which one month, three month and six month interest periods of Term SOFR or the Term SOFR Screen Rate are no

longer representative or available permanently or indefinitely, the “Scheduled Unavailability Date”);

then,

on a date and time determined by the Administrative Agent (any such date, the “Term SOFR Replacement Date”),

which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated

and, solely with respect to clause (ii) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced

hereunder and under any Loan Document with Daily Simple SOFR plus the SOFR Adjustment for any payment period for interest calculated

that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other

party to, this Agreement or any other Loan Document (the “Successor Rate”).

If the Successor Rate is Daily Simple

SOFR plus the SOFR Adjustment, all interest payments will be payable on a quarterly basis.

Notwithstanding anything to the contrary

herein, (i) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement

Date or (ii) if the events or circumstances of the type described in Section 3.03(b)(i) or (ii) have

occurred with respect to the Successor Rate then in effect, then in each case, the Administrative Agent and the Borrower may amend this

Agreement solely for purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section 3.03

at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternate

benchmark rate giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated credit facilities

syndicated and agented in the United States for such alternative benchmark and, in each case, including any mathematical or other adjustments

to such benchmark giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated credit facilities

syndicated and agented in the United States for such benchmark. For the avoidance of doubt, any such proposed rate and adjustments shall

constitute a “Successor Rate”. Any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after

the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders

comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders object to such amendment.

The Administrative Agent will promptly

(in one or more notices) notify the Borrower and each Lender of the implementation of any Successor Rate.

Any Successor Rate shall be applied

in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible

for the Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative

Agent.

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Notwithstanding anything else herein,

if at any time any Successor Rate as so determined would otherwise be less than zero%, the Successor Rate will be deemed to be zero% for

the purposes of this Agreement and the other Loan Documents.

In connection with the implementation

of a Successor Rate, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything

to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without

any further action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected,

the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Borrower and the Lenders reasonably

promptly after such amendment becomes effective.

4.             Increased

Costs.

(a)            Increased

Costs Generally. If any Change in Law shall:

a)            impose,

modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits

with or for the account of, or credit extended or participated in by, any Lender or the L/C Issuer;

b)            subject

any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of

the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or

other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

c)            impose

on any Lender or the L/C Issuer any other condition, cost or expense affecting this Agreement or Term SOFR Loans made by such Lender or

any Letter of Credit or participation therein;

and the result of any of the foregoing

shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan (or of maintaining its obligation

to make any such Loan), or to increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining any Letter

of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received

or receivable by such Lender or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such

Lender or the L/C Issuer, the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts

as will compensate such Lender or the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

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(b)           Capital

Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending

Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements

has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital

of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such

Lender or the Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit

issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding

company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies

and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to

time the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate

such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

(c)           Certificates

for Reimbursement. A certificate of a Lender or the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender

or the L/C Issuer or its holding company, as the case may be, as specified in clause (a) or (b) of this Section 3.04

and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or the L/C Issuer, as the

case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.

(d)           Delay

in Requests. Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to the foregoing provisions

of this Section 3.04 shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such compensation,

provided that the Borrower shall not be required to compensate a Lender or the L/C Issuer pursuant to the foregoing provisions of this

Section 3.04 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that

such Lender or the L/C Issuer, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions

and of such Lender’s or the L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving

rise to such increased costs or reductions is retroactive, then the nine (9) month period referred to above shall be extended to

include the period of retroactive effect thereof).

5.            Compensation

for Losses.

Upon demand of any Lender

(with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender

harmless from any loss, cost or expense incurred by it as a result of:

(a)           any

continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest

Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

(b)           any

failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any

Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or

(c)            any

assignment of a Term SOFR Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower

pursuant to Section 11.13;

including any loss of anticipated profits

and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable

to terminate the deposits from which such funds were obtained. The Borrower shall also pay any customary administrative fees charged by

such Lender in connection with the foregoing.

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6.             Mitigation

Obligations; Replacement of Lenders.

(a)           Designation

of a Different Lending Office. If any Lender requests compensation under Section 3.04, or requires the Borrower to pay

any Indemnified Taxes or additional amounts to any Lender, the L/C Issuer, or any Governmental Authority for the account of any Lender

or the L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then at

the request of the Borrower, such Lender or the L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending

Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches

or affiliates, if, in the judgment of such Lender or the L/C Issuer, such designation or assignment (i) would eliminate or reduce

amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the

notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or the L/C Issuer,

as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the L/C Issuer, as

the case may be. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the L/C Issuer in connection

with any such designation or assignment.

(b)           Replacement

of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any Indemnified

Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01

and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 3.06(a),

the Borrower may replace such Lender in accordance with Section 11.13.

7.             Survival.

All of the Borrower’s

obligations under this Article III shall survive termination of the Aggregate Commitments, repayment of all other Obligations

hereunder, resignation of the Administrative Agent and the Facility Termination Date.

I.

CONDITIONS PRECEDENT TO

CREDIT EXTENSIONS

1.            Conditions

of Initial Credit Extension.

The obligation of the L/C

Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:

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(a)            Execution

of Credit Agreement; Loan Documents. The Administrative Agent shall have received (i) counterparts of this Agreement, executed

by a Responsible Officer of each Loan Party and a duly authorized officer of each Lender, (ii) for the account of each Lender requesting

a Note, a Note executed by a Responsible Officer of the Borrower, (iii) counterparts of the Security Agreement and each other Collateral

Document, executed by a Responsible Officer of the applicable Loan Parties and a duly authorized officer of each other Person party thereto,

as applicable, (iv) counterparts of the Management Fee Subordination Agreement, executed by a Responsible Officer of the applicable

Loan Parties, a duly authorized officer of the Management Entity and a duly authorized officer of each other Person party thereto, as

applicable and (v) counterparts of any other Loan Document, executed by a Responsible Officer of the applicable Loan Party and a

duly authorized officer of each other Person party thereto.

(b)            Officer’s

Certificate. The Administrative Agent shall have received an Officer’s Certificate dated the Closing Date, certifying as to

the Organization Documents of each Loan Party (which, to the extent filed with a Governmental Authority, shall be certified as of a recent

date by such Governmental Authority), the resolutions of the governing body of each Loan Party, the good standing, existence or its equivalent

of each Loan Party and of the incumbency (including specimen signatures) of the Responsible Officers of each Loan Party.

(c)            Legal

Opinions of Counsel. The Administrative Agent shall have received an opinion or opinions (including, if requested by the Administrative

Agent, local counsel opinions) of counsel for the Loan Parties, dated the Closing Date and addressed to the Administrative Agent and the

Lenders, in form and substance acceptable to the Administrative Agent.

(d)            Financial

Statements. The Administrative Agent and the Lenders shall have received copies of (i) a quality of earnings report prepared

by Grant Thornton in connection with the Closing Date Acquisition, in form and substance satisfactory to the Administrative Agent and

updated to include the latest quarterly results of the Closing Date Targets and their subsidiaries for the quarter ending immediately

prior to the Closing Date; and (ii) pro forma consolidated financial statements as to Holdings and its Subsidiaries, giving effect

to all elements of the Transactions to be effected on, or prior to, the Closing Date, and forecasts prepared by management of Holdings,

each in form satisfactory to the Administrative Agent and the Lenders, of balance sheets, income statements, and cash flow statements

on an annual basis for the five years following the Closing Date, each in form and substance satisfactory to each of them.

(e)            Personal

Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:

a)            (A) searches

of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral

is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral,

copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax

lien, judgment and bankruptcy searches;

b)            searches

of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested

by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;

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c)            completed

UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect

the Administrative Agent’s security interest in the Collateral;

d)            stock

or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each

case to the extent such Pledged Equity is certificated;

e)            subject

to Section 6.17, in the case of any personal property Collateral located at premises leased by a Loan Party and set forth

on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required

to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory

to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent);

f)            to

the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all

instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be

necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral;

and

g)            Qualifying

Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14.

(f)            Liability,

Casualty, Property, Terrorism and Business Interruption Insurance. The Administrative Agent shall have received copies of insurance

policies, declaration pages, certificates, and endorsements of insurance or insurance binders evidencing liability, casualty, property,

terrorism and business interruption insurance meeting the requirements set forth herein or in the Collateral Documents or as required

by the Administrative Agent. The Loan Parties shall have delivered to the Administrative Agent an Authorization to Share Insurance Information.

(g)           Solvency

Certificate. The Administrative Agent shall have received a Solvency Certificate signed by a Responsible Officer of the Borrower as

to the financial condition, solvency and related matters of the Borrower and its Subsidiaries, after giving effect to the initial Borrowings

under the Loan Documents and the other transactions contemplated hereby.

(h)            Financial

Condition Certificate. The Administrative Agent shall have received a certificate or certificates executed by a Responsible Officer

of the Borrower as of the Closing Date, as to certain financial matters, substantially in the form of Exhibit P.

(c)            Loan

Notice. The Administrative Agent shall have received a Loan Notice with respect to the Loans to be made on the Closing Date.

(i)            Existing

Indebtedness of the Loan Parties. All of the existing Indebtedness for borrowed money of Holdings and its Subsidiaries (other than

Indebtedness permitted to exist pursuant to Section 7.02) shall be repaid in full and all security interests related thereto

shall be terminated on or prior to the Closing Date.

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(j)            Anti-Money-Laundering;

Beneficial Ownership. Upon the reasonable request of any Lender made at least seven (7) days prior to the Closing Date, the Borrower

shall have provided to such Lender at least three (3) Business Days prior to the Closing Date, and such Lender shall be reasonably

satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and

anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, and any Loan Party that qualifies as

a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to each Lender that so requests,

a Beneficial Ownership Certification in relation to such Loan Party.

(k)            Consents.

The Administrative Agent shall have received evidence that all members, boards of directors, governmental, shareholder and third party

consents and approvals necessary, or, in the opinion of the Administrative Agent, desirable, in connection with the Transaction, the Loan

Documents and the other transactions contemplated hereby and thereby have been obtained, and all applicable waiting periods shall have

expired without any action being taken by any authority that could restrain, prevent or impose any material adverse condition on the Loan

Parties and their subsidiaries or such Transaction, or that could seek or threaten any of the foregoing, and no law or regulation shall

be applicable which, in the reasonable judgment of the Administrative Agent, could have such effect.

(l)            Fees

and Expenses. The Administrative Agent and the Lenders shall have received all fees and expenses (including the fees and expenses

of counsel (including any local counsel) for the Administrative Agent), if any, owing pursuant to the Fee Letter and Section 2.09.

(m)           Due

Diligence. The Lenders shall have completed a due diligence investigation of Holdings, the Closing Date Targets and each of their

respective Subsidiaries in scope, and with results, satisfactory to the Lenders.

(n)           Closing

Date Equity Contribution. The Administrative Agent shall be satisfied that Closing Date Equity Contribution has been made.

(o)           Consummation

of the Transactions under the Closing Date Acquisition Documents. Administrative Agent shall have received executed copies of Closing

Date Acquisition Documents, which in each case shall be form and substance reasonably satisfactory to Administrative Agent. All conditions

precedent to the Closing Date Acquisition Documents shall have been met and the transactions under the Closing Date Acquisition Documents

shall have been consummated in accordance with all applicable requirements of Law and the terms of the Closing Date Acquisition Documents,

as applicable (without any amendment, modification or waiver of any of the provisions thereof that would be materially adverse to the

Lenders or Administrative Agent without the prior written consent of Administrative Agent).

(p)           Preferred

Equity Documents. The Preferred Equity and the Senior Preferred Equity shall be in form and substance satisfactory to the Administrative Agent (including dividend rate and any mandatory redemption date,

if applicable, that exceeds the Maturity Date by at least six (6) months). The Administrative Agent shall have received an executed

Preferred Equity Subordination Agreement.

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(q)           Term

Loans. After giving effect to the Term Loans to be made on the Closing Date, the Consolidated Senior Leverage Ratio calculated on

a Pro Forma Basis shall not be greater than 3.00:1.00.

(r)            Other

Documents. All other documents provided for herein or which the Administrative Agent or any other Lender may reasonably request or

require.

(s)            Additional

Information. Such additional information and materials which the Administrative Agent and/or any Lender shall reasonably request or

require.

Without limiting the

generality of the provisions of Section 9.03(c), for purposes of determining compliance with the conditions specified in this

Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to

be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to

a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its

objection thereto.

2.            Conditions

to all Credit Extensions.

The obligation of each Lender

and the L/C Issuer to honor any Request for Credit Extension is subject to the following conditions precedent:

(a)            Representations

and Warranties. The representations and warranties of the Borrower and each other Loan Party contained in Article II,

Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection

herewith or therewith, shall be (i) with respect to representations and warranties that contain a materiality qualification, true

and correct as of the date of such Credit Extension and (ii) with respect to representations and warranties that do not contain a

materiality qualification, true and correct in all material respects on and as of the date of such Credit Extension, and except that for

purposes of this Section 4.02, the representations and warranties contained in Section 5.05(a) and (b) shall

be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively.

(b)            Default.

No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.

(c)            Request

for Credit Extension. The Administrative Agent and, if applicable, the L/C Issuer or the Swingline Lender shall have received a Request

for Credit Extension in accordance with the requirements hereof.

Each Request for Credit

Extension submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have

been satisfied on and as of the date of the applicable Credit Extension.

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J.

REPRESENTATIONS AND WARRANTIES

Each Loan Party represents

and warrants to the Administrative Agent and the Lenders, as of the date made or deemed made, that:

1.            Existence,

Qualification and Power.

Each Loan Party and each of

its Subsidiaries (a) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction

of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations,

consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations

under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, in good standing under

the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification

or license; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so would not

reasonably be expected to have a Material Adverse Effect. The copy of the Organization Documents of each Loan Party provided to the Administrative

Agent pursuant to the terms of this Agreement is a true and correct copy of each such document, each of which is valid and in full force

and effect.

2.            Authorization;

No Contravention.

The execution, delivery and

performance by each Loan Party of each Loan Document to which such Person is or is to be a party have been duly authorized by all necessary

corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization

Documents; (b) conflict with or result in any breach or contravention of, or the creation of (or the requirement to create) any Lien

under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person

or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority

or any arbitral award to which such Person or its property is subject; or (c) violate any Applicable Law.

3.            Governmental

Authorization; Other Consents.

No approval, consent, exemption,

authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required

in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any

other Loan Document, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the

perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof) or (d) the

exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral

pursuant to the Collateral Documents, other than (i) authorizations, approvals, actions, notices and filings which have been duly

obtained and (ii) filings to perfect the Liens created by the Collateral Documents.

4.            Binding

Effect.

This Agreement has been, and

each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto.

This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such

Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, subject to applicable bankruptcy,

insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principals of

equity.

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5.             Financial

Statements; No Material Adverse Effect.

(a)            Audited

Financial Statements. After the Closing Date (commencing with the Fiscal Year ended December 31, 2024), the Audited Financial

Statements most recently delivered pursuant to Section 6.01(a) (i) were prepared in accordance with GAAP consistently

applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition

of Holdings and itsthe Loan

Parties and their Subsidiaries as of the date thereof and their results of operations, cash flows and changes in Shareholders’

Equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise

expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of Holdings

and itsthe Loan Parties and their Subsidiaries as

of the date thereof, including liabilities for taxes, material commitments and Indebtedness.

(b)           Quarterly

Financial Statements. After the Closing Date, the unaudited Consolidated balance sheets of Holdings

and itsthe Loan Parties and their Subsidiaries most

recently delivered pursuant to Section 6.01(b), and the related Consolidated statements of income or operations, Shareholders’

Equity and cash flows for the Fiscal Quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout

the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Borrower

and itsLoan Parties and their Subsidiaries as of the

date thereof and their results of operations, cash flows and changes in Shareholders’ Equity for the period covered thereby, subject,

in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.

(c)           Material

Adverse Effect. Since December 31, 20232024,

there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have

a Material Adverse Effect.

(d)            Forecasted

Financials. The Consolidated forecasted balance sheets, statements of income and cash flows of the Borrower and its Subsidiaries

delivered pursuant to Section 4.01, or of

the Loan Parties and their Subsidiaries delivered pursuant to Section 6.01,

in each case, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light

of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Borrower’s

best estimate of its future financial condition and performance.

(e)            Quality

of Earnings Report. The quality of earnings report prepared by Grant Thornton LLP and dated March 31, 2024, in form and

substance reasonably satisfactory to the Administrative Agent, (i) fairly presents the financial condition of Persons described therein

as of the date thereof and their results of operations and cash flows for the period covered thereby; and (ii) shows all material

indebtedness and other liabilities, direct or contingent, of Persons described therein as of the date thereof, including liabilities for

taxes, material commitments and Indebtedness.

(f)            Quality

of Earnings Report in connection with First Amendment Effective Date Acquisition. The quality of earnings report prepared by Grant Thornton

LLP and dated August 2025, in form and substance reasonably satisfactory to the Administrative Agent, (i) fairly presents the

financial condition of Persons described therein as of the date thereof and their results of operations and cash flows for the period

covered thereby; and (ii) shows all material indebtedness and other liabilities, direct or contingent, of Persons described therein

as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.

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6.            Litigation.

There are no actions, suits,

proceedings, claims or disputes pending or, to the knowledge of the Loan Parties after due and diligent investigation, threatened or contemplated,

at law, in equity, in arbitration or before any Governmental Authority, by or against any Loan Party or any Subsidiary or against any

of their properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document or any of the

transactions contemplated hereby, or (b) either individually or in the aggregate, if determined adversely, could reasonably be expected

to have a Material Adverse Effect.

7.            No

Default.

Neither any Loan Party nor

any Subsidiary thereof is in default under or with respect to, or a party to, any Contractual Obligation that could, either individually

or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing or would result

from the consummation of the transactions contemplated by this Agreement or any other Loan Document.

8.            Ownership

of Property.

Each Loan Party and each of

its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or

used in the ordinary conduct of its business, except for Permitted Liens and such defects in title as would not, individually or in the

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

9.            Environmental

Matters.

Except as could not, individually

or in the aggregate, reasonably be expected to result in any Material Adverse Effect on any of the Loan Parties or any of their respective

subsidiaries:

a)            (A) None

of the properties currently or, to the knowledge of any Loan Party, formerly owned, leased or operated by any Loan Party or any of its

Subsidiaries is listed or formally proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or

is adjacent to any such property; (B) there are no, and to the knowledge of the Loan Parties and their Subsidiaries never have been

any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials

are being or have been treated, stored or disposed on any property currently owned, leased or operated by any Loan Party or any of its

Subsidiaries or, to the best of the knowledge of the Loan Parties, on any property formerly owned, leased or operated by any Loan Party

or any of its Subsidiaries; (C) there is no asbestos or asbestos-containing material on, at or in any property currently owned, leased

or operated by any Loan Party or any of its Subsidiaries, where, given the condition of such asbestos or asbestos-containing material,

there is a present obligation to remove such material under Environmental Law; (D) Hazardous Materials have not been released, discharged

or disposed of on, at, under or from any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries

or otherwise arising from the operations, of any Loan Party or any of its Subsidiaries except in material compliance with Environmental

Law or otherwise known to applicable regulatory authorities and subject to (and in compliance with) remedial measures or the assumption

of indemnity obligations by such authorities; and (E) no Loan Party or any of its Subsidiaries has become subject to any Environmental

Liability or knows of any facts or circumstances that could reasonably be expected to give rise to any Environmental Liability;

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b)            (A) Neither

any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially

responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Release of Hazardous

Materials at, on, under, or from any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority

or the requirements of any Environmental Law; and (B) all Hazardous Materials generated, used, treated, handled or stored at, or

transported to or from, any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries have

been disposed of in a manner which could not reasonably expected to result in liability to any Loan Party or any of its Subsidiaries;

and

c)            The

Loan Parties and their respective Subsidiaries: (A) are, and within the period of all applicable statutes of limitation have been,

in compliance with all applicable Environmental Laws; (B) hold all Environmental Permits (each of which is in full force and effect)

required for any of their current or intended operations or for any property owned, leased, or otherwise operated by any of them; (C) are,

and within the period of all applicable statutes of limitation have been, in compliance with all of their Environmental Permits; (D) to

the extent within the control of the Loan Parties and their respective Subsidiaries, will timely renew and comply with each of their Environmental

Permits and any additional Environmental permits that may be required of any of them without material expense, and timely comply with

any current, future or potential Environmental Law without material expense; and (E) are not aware of any requirements proposed for

adoption or implementation under any Environmental Law.

10.           Insurance.

The properties of the Borrower

and itsLoan Parties and their Subsidiaries are insured

with financially sound and reputable insurance companies not Affiliates of the Borrower, in such amounts, with such deductibles and covering

such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the

applicable Loan Party or the applicable Subsidiary operates. The general liability, casualty, property, terrorism and business interruption

insurance coverage of the Loan Parties as in effect on the Closing Date, and as of the last date such Schedule was required to be updated

in accordance with Sections 6.02, 6.13 and 6.14, is outlined as to carrier, policy number, expiration date, type,

amount and deductibles on Schedule 5.10 and such insurance coverage complies with the requirements set forth in this Agreement

and the other Loan Documents.

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11.           Taxes.

Each Loan Party and each of

its Subsidiaries have timely filed (taking into account automatic extensions of time to file obtained in the ordinary course of business)

all federal and state income tax returns and all other material tax returns and reports required to be filed, and have timely paid all

federal and state income and all other material Taxes (whether or not shown on a tax return), including in its capacity as a withholding

agent, levied or imposed upon it or its properties, income or assets otherwise due and payable, except those which are being contested

in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP.

No tax Lien has been filed, and there is no proposed (in writing) tax assessment against any Loan Party or any Subsidiary that would,

if made, have a Material Adverse Effect, nor is there any tax sharing agreement applicable to the Borrower or any Subsidiary.

12.           ERISA

Compliance.

(a)            Except

as could not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, (i) each Plan is

in compliance with the applicable provisions of ERISA, the Code and other federal or state laws; (ii) each Pension Plan that is intended

to be a qualified plan under Section 401(a) of the Code is so qualified under Section 401(a) of the Code and the trust

related thereto is exempt from federal income tax under Section 501(a) of the Code, and to the knowledge of the Loan Parties,

nothing has occurred that would prevent or cause the loss of such tax-qualified status.

(b)            There

are no pending or, to the knowledge of the Loan Parties, threatened claims, actions or lawsuits, or action by any Governmental Authority,

with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no non-exempt prohibited

transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be

expected to result in a Material Adverse Effect.

(c)            (i) No

ERISA Event has occurred, and no Loan Party nor any ERISA Affiliate is aware of any fact, event or circumstance that could reasonably

be expected to constitute or result in an ERISA Event with respect to any Pension Plan or Multiemployer Plan that, either individually

or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (ii) as of the most recent valuation

date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is 60% or

higher and no Loan Party knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment

percentage for any such plan to drop below 60% as of the most recent valuation date; (iii) no Loan Party nor any ERISA Affiliate

has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due

that are unpaid; (iv) neither the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069

or Section 4212(c) of ERISA; and (v) no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC,

and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under

Title IV of ERISA to terminate any Pension Plan.

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(d)           No

Loan Party maintains or contributes to, or has any unsatisfied obligation to contribute to, or liability under, any active or terminated

Pension Plan other than (i) on the Closing Date, those listed on Schedule 5.12 hereto and (ii) thereafter, Pension

Plans not otherwise prohibited by this Agreement.

(e)           The

Borrower represents and warrants as of the Closing Date that the Borrower is not and will not be using “plan assets” (within

the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to the Borrower’s entrance into,

participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments or this Agreement.

13.            Margin

Regulations; Investment Company Act.

(a)            Margin

Regulations. Neither the BorrowerNo

Loan Party nor any of its Subsidiaries is engaged or will engage, principally or as one of its important activities, in the business

of purchasing or carrying margin stock (within the meaning of Regulation U), or extending credit for the purpose of purchasing or carrying

margin stock. Following the application of the proceeds of each Borrowing or drawing under each Letter of Credit, not more than twenty-five

percent (25%) of the value of the assets (either of the Borrower only or of the BorrowerPubco

and its Subsidiaries on a Consolidated basis) subject to the provisions of Section 7.01 or Section 7.05 or subject

to any restriction contained in any agreement or instrument between the Borrowera

Loan Party or any of its Subsidiaries and any Lender or any Affiliate of any Lender relating to Indebtedness and within the scope

of Section 8.01(e) will be margin stock.

(b)           Investment

Company Act. None of the Borrower, any Person Controlling the Borrower, or any Subsidiary is or is required to be registered as an

“investment company” under the Investment Company Act of 1940.

14.           Disclosure.

The Borrower has disclosed

to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its

Subsidiaries or any other Loan Party is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably

be expected to result in a Material Adverse Effect. No report, financial statement, certificate or other information furnished (whether

in writing or orally) by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the transactions

contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case as modified

or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary

to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with

respect to projected financial information, each Loan Party represents only that such information was prepared in good faith based upon

assumptions believed to be reasonable at the time.

15.           Compliance

with Laws.

Each Loan Party and each Subsidiary

thereof is in compliance with the requirements of all Applicable Laws and all orders, writs, injunctions and decrees applicable to it

or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being

contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually

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

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16.           Solvency.

Each Loan Party is, individually

and together with its Subsidiaries on a Consolidated basis, Solvent.

17.           Casualty,

Etc.

Neither the businesses nor

the properties of any Loan Party or any of its Subsidiaries are affected by any fire, explosion, accident, strike, lockout or other labor

dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by insurance)

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

18.            Sanctions

Concerns and Anti-Corruption Laws.

(a)            Sanctions

Concerns. No Loan Party, nor any Subsidiary, nor, to the knowledge of the Loan Parties and their Subsidiaries, any director, officer,

employee, agent, affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by one or more individuals

or entities that are (i) currently the subject or target of any Sanctions, (ii) included on OFAC’s List of Specially Designated

Nationals or HMT’s Consolidated List of Financial Sanctions Targets, or any similar list enforced by any other relevant sanctions

authority or (iii) located, organized or resident in a Designated Jurisdiction. The Borrower and its Subsidiaries have conducted

their businesses in compliance in all material respects with all applicable Sanctions and have instituted and maintained policies and

procedures designed to promote and achieve compliance with such Sanctions.

(b)           Anti-Corruption

Laws. The Loan Parties and their Subsidiaries have conducted their business in compliance in all material respects with the United

States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other applicable anti-corruption legislation in other jurisdictions,

and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.

19.           [Intentionally

Omitted].

20.           Subsidiaries;

Equity Interests; Loan Parties.

(a)            Subsidiaries,

Joint Ventures, Partnerships and Equity Investments. Set forth on Schedule 5.20(a), is the following information which is true

and complete in all respects as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with

Sections 6.02, 6.13 and 6.14: (i) a complete and accurate list of all Subsidiaries, joint ventures and

partnerships and other equity investments of the Loan Parties as of the Closing Date and as of the last date such Schedule was required

to be updated in accordance with Sections 6.02, 6.13 and 6.14, (ii) the number of shares of each class

of Equity Interests in each Subsidiary outstanding, (iii) the number and percentage of outstanding shares of each class of Equity

Interests owned by the Loan Parties and their Subsidiaries and (iv) the class or nature of such Equity Interests (i.e.,

voting, non-voting, preferred, etc.). The outstanding Equity Interests in all Subsidiaries are validly issued, fully paid and non-assessable

and are owned free and clear of all Liens. There are no outstanding subscriptions, options, warrants, calls, rights or other agreements

or commitments (other than stock options granted to employees or directors and directors’ qualifying shares) of any nature relating

to the Equity Interests of any Loan Party or any Subsidiary thereof, except as contemplated in connection with the Loan Documents.

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(b)           Loan

Parties. Set forth on Schedule 5.20(b) is a complete and accurate list of all Loan Parties, showing as of the Closing

Date, or as of the last date such Schedule was required to be updated in accordance with Sections 6.02, 6.13 and 6.14,

(as to each Loan Party) (i) the exact legal name, (ii) any former legal names of such Loan Party in the four (4) months

prior to the Closing Date, (iii) the jurisdiction of its incorporation or organization, as applicable, (iv) the type of organization,

(v) the jurisdictions in which such Loan Party is qualified to do business, (vi) the address of its chief executive office,

(vii) the address of its principal place of business, (viii) its U.S. federal taxpayer identification number or, in the case

of any non-U.S. Loan Party that does not have a U.S. taxpayer identification number, its unique identification number issued to it by

the jurisdiction of its incorporation or organization, (ix) the organization identification number, (x) ownership information

(e.g., publicly held or if private or partnership, the owners and partners of each of the Loan Parties) and (xi) the

industry or nature of business of such Loan Party.

21.           Collateral

Representations.

(a)            Collateral

Documents. The provisions of the Collateral Documents are effective to create in favor of the Administrative Agent for the benefit

of the Secured Parties a legal, valid and enforceable first priority Lien (subject to Permitted Liens) on all right, title and interest

of the respective Loan Parties in the Collateral described therein. Except for filings completed prior to the Closing Date and as contemplated

hereby and by the Collateral Documents, no filing or other action will be necessary to perfect or protect such Liens.

(b)            Intellectual

Property. (i) Set forth on Schedule 5.21(b)(i), as of the Closing Date and as of the last date such Schedule was

required to be updated in accordance with Sections 6.02, 6.13 and 6.14, is a list of all registered or issued

Intellectual Property (including all applications for registration and issuance) owned by each of the Loan Parties or that each of the

Loan Parties has the right to (including the name/title, current owner, registration or application number, and registration or application

date and such other information as reasonably requested by the Administrative Agent). (ii) Set forth on Schedule 5.21(b)(ii),

as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Sections 6.02,

6.13 and 6.14 contains a true and complete description of (A) each internet domain name registered to such Loan Party

or in which such Loan Party has ownership, operating or registration rights, (B) the name and address of the registrar for such internet

domain name, (C) the registration identification information for such internet domain name, (D) the name of each internet website

operated (whether individually or jointly with others) by such Loan Party, (E) the name and address of each internet service provider

through whom each such website is operated, (F) the name and address of each operator of each other internet site, internet search

engine, internet directory or Web browser with whom such Loan Party maintains any advertising or linking relationship which is material

to the operation of or flow of internet traffic to such Loan Party’s website and (G) each technology licensing and other agreement

that is material to the operation of such Loan Party’s website or to the advertising and linking relationship described in (H),

and the name and address of each other party to such agreement.

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(c)           Documents, Instrument,

and Tangible Chattel Paper. Set forth on Schedule 5.21(c), as of the Closing Date and as of the last date such Schedule

5.21(c) was required to be updated in accordance with Sections 6.02, 6.13 and 6.14, is a description

of all Documents, Instruments, and Tangible Chattel Paper (each as defined in the UCC) of the Loan Parties (including the Loan Party

owning such Document, Instrument and Tangible Chattel Paper and such other information as reasonably requested by the Administrative

Agent).

(d)            Deposit

Accounts, Electronic Chattel Paper, Letter-of-Credit Rights, and Securities Accounts.

a)            Set

forth on Schedule 5.21(d)(i), as of the Closing Date and as of the last date such Schedule 5.21(d)(i) was

required to be updated in accordance with Sections 6.02 and 6.14, is a description of all deposit accounts and securities

accounts of the Loan Parties, including the name of (A) the applicable Loan Party, (B) in the case of a deposit account, the

depository institution and average amount held in such deposit account and whether such account is a zero balance account or a payroll

account, and (C) in the case of a securities account, the securities intermediary or issuer and the average aggregate market value

held in such securities account, as applicable.

b)            Set

forth on Schedule 5.21(d)(ii), as of the Closing Date and as of the last date such Schedule 5.21(d)(ii) was

required to be updated in accordance with Sections 6.02, 6.13 and 6.14, is a description of all Electronic Chattel

Paper (as defined in the UCC) and Letter-of-Credit Rights (as defined in the UCC) of the Loan Parties, including the name of (A) the

applicable Loan Party, (B) in the case of Electronic Chattel Paper (as defined in the UCC), the account debtor and (C) in the

case of Letter-of-Credit Rights (as defined in the UCC), the issuer or nominated person, as applicable.

(e)            Commercial

Tort Claims. Set forth on Schedule 5.21(e), as of the Closing Date and as of the last date such Schedule 5.21(e) was

required to be updated in accordance with Sections 6.02, 6.13 and 6.14, is a description of all Commercial Tort

Claims (as defined in the UCC) of the Loan Parties (detailing such Commercial Tort Claim in such detail as reasonably requested by the

Administrative Agent).

(f)            Pledged

Equity Interests. Set forth on Schedule 5.21(f), as of the Closing Date and as of the last date such Schedule 5.21(f) was

required to be updated in accordance with Sections 6.02, 6.13 and 6.14, is a list of (i) all Pledged Equity

and (ii) all other Equity Interests required to be pledged to the Administrative Agent pursuant to the Collateral Documents (in each

case, detailing the Grantor (as defined in the Security Agreement), the Person whose Equity Interests are pledged, the number of shares

of each class of Equity Interests, the certificate number and percentage ownership of outstanding shares of each class of Equity Interests

and the class or nature of such Equity Interests (i.e., voting, non-voting, preferred, etc.)).

(g)            Properties.

Set forth on Schedule 5.21(g), as of the Closing Date and as of the last date such Schedule 5.21(g) was required

to be updated in accordance with Sections 6.02, 6.13 and 6.14, is a list of (A) each headquarter location

of the Loan Parties, (B) each other location where any significant administrative or governmental functions are performed, (C) each

other location where the Loan Parties maintain any books or records (electronic or otherwise) and (D) each location where any personal

property Collateral is located at any premises owned or leased by a Loan Party (in each case, including (1) an indication if such

location is leased or owned, (2), if leased, the name of the lessor, and if owned, the name of the Loan Party owning such property, (3) the

address of such property (including, the city, county, state and zip code)).

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(h)           Material

Contracts. Set forth on Schedule 5.21(h), as of the Closing Date and as of the last date such Schedule 5.21(h) was

required to be updated in accordance with Sections 6.02, 6.13 and 6.14, is a complete and accurate list of all

Material Contracts of the Borrower and itsLoan

Parties and their Subsidiaries.

22.           EEA

Financial Institutions.

No Loan Party is an EEA Financial

Institution.

23.           Covered

Entities.

No Loan Party is a Covered

Entity.

24.           Beneficial

Ownership Certification.

The information included in

the Beneficial Ownership Certification, if applicable, is true and correct in all respects.

2.17        Designation

as Senior Indebtedness.

The Obligations constitute

“Designated Senior Indebtedness” or any similar designation (with respect to indebtedness that having the maximum rights as

“senior debt”) under and as defined in any agreement governing any Subordinated Debt and the subordination provisions set

forth in each such agreement are legally valid and enforceable against the parties thereto.

25.           Intellectual

Property; Licenses, Etc.

Each Loan Party and each of

its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights,

trade secrets, know-how, franchises, licenses and other intellectual property rights that are used in the operation of their respective

businesses, without conflict with the rights of any other Person. To the knowledge of the Borrower, neither the operation of the business,

nor any product, service, process, method, substance, part or other material now used, or now contemplated to be used, by any Loan Party

or any of its Subsidiaries infringes, misappropriates or otherwise violates upon any rights held by any other Person. No claim or litigation

regarding any of the foregoing is pending or, to the knowledge of the Borrower, threatened, which, either individually or in the aggregate,

could reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, there has been no unauthorized use,

access, interruption, modification, corruption or malfunction of any information technology assets or systems (or any information or transactions

stored or contained therein or transmitted thereby) owned or used by the any Loan Party or any of its Subsidiaries, which, either individually

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

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26.           Labor

Matters.

There are no collective bargaining

agreements or Multiemployer Plans covering the employees of the Borrower or any of its Subsidiaries as of the Closing Date and neither

the Borrower nor any Subsidiary has suffered any strikes, walkouts, work stoppages or other material labor difficulty within the

last five (5) years preceding the Closing Date.

27.            Closing

Date Acquisition Documents.

(a)            Delivery.

The Borrower has delivered to the Administrative Agent true, complete and correct copies of (i) each Closing Date Acquisition Document

and of all annexes, appendices, exhibits and schedules thereto as of the date hereof, any agreement required to be delivered in connection

with any Closing Date Acquisition Document at or prior to the closing of the transactions contemplated by such Closing Date Acquisition

Documents (including any side letter executed or otherwise required by any of the parties thereto), and (ii) copies of any material

amendment, restatement, supplement or other modification to or waiver under each Closing Date Acquisition Document entered into after

the date hereof (including any such modification accomplished via a side letter or any other document).

(b)           Representations

and Warranties. Each of the representations and warranties given by any Loan Party in any Closing Date Acquisition Document is true

and correct in all material respects as of the Closing Date (or as of any earlier date to which such representation and warranty specifically

relates); provided that such materiality qualifier shall not apply to any representations and warranties to the extent already

qualified or modified by materiality or similar concept in the text thereof. Notwithstanding anything in the Closing Date Acquisition

Documents to the contrary, the representations and warranties of each Loan Party set forth in this Section 5.28 shall, solely

for purposes hereof, survive the Closing Date for the benefit of Administrative Agent and the Lender.

(c)            Governmental

Requirements. All Governmental Requirements and all other authorizations, approvals and consents of any other Person required by the

Closing Date Acquisition Documents or necessary to consummate the Closing Date Acquisition have been obtained and are in full force and

effect.

(d)            Conditions

Precedent. On the Closing Date, all of the conditions to effecting or consummating Closing Date Acquisition set forth in the Closing

Date MIPA have been duly satisfied or waived by the Administrative Agent (to the extent any such conditions could reasonably be expected

to be adverse to the Lenders or Administrative Agent), and the Closing Date Acquisition has been consummated or will be consummated substantially

concurrently herewith, in accordance with the Closing Date Acquisition Documents and all applicable laws.

First

Amendment Effective Date Acquisition Documents.

Delivery.

The Borrower has delivered to the Administrative Agent true, complete and correct copies of (i) each First Amendment Effective Date

Acquisition Document and of all annexes, appendices, exhibits and schedules thereto as of the date hereof, any agreement required to be

delivered in connection with any First Amendment Effective Date Acquisition Document at or prior to the closing of the transactions contemplated

by such First Amendment Effective Date Acquisition Documents (including any side letter executed or otherwise required by any of the parties

thereto), and (ii) copies of any material amendment, restatement, supplement or other modification to or waiver under each First

Amendment Effective Date Acquisition Document entered into after the date hereof (including any such modification accomplished via a side

letter or any other document).

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Representations

and Warranties. Each of the representations and warranties given by any Loan Party in any First Amendment Effective Date Acquisition Document

is true and correct in all material respects as of the First Amendment Effective Date (or as of any earlier date to which such representation

and warranty specifically relates); provided that such materiality qualifier shall not apply to any representations and warranties

to the extent already qualified or modified by materiality or similar concept in the text thereof. Notwithstanding anything in the First

Amendment Effective Date Acquisition Documents to the contrary, the representations and warranties of each Loan Party set forth in this

Section 5.29 shall, solely for purposes hereof, survive the First Amendment Effective Date for the benefit of Administrative Agent

and the Lender.

Governmental

Requirements. All Governmental Requirements and all other authorizations, approvals and consents of any other Person required by the First

Amendment Effective Date Acquisition Documents or necessary to consummate the First Amendment Effective Date Acquisition have been obtained

and are in full force and effect.

Conditions

Precedent. On the First Amendment Effective Date, (i) all of the conditions to effecting or consummating the First Amendment Effective

Date Acquisition set forth in the First Amendment Effective Date Asset Purchase Agreement have been duly satisfied or waived by the Administrative

Agent (to the extent any such conditions could reasonably be expected to be adverse to the Lenders or Administrative Agent), (ii) the

First Amendment Effective Date Acquisition has been consummated or will be consummated substantially concurrently herewith, in accordance

with the First Amendment Effective Date Acquisition Documents and all applicable laws, and (iii) the First Amendment Effective Date

Equity Contribution has been made.

K.

AFFIRMATIVE COVENANTS

Each of the Loan Parties hereby

covenants and agrees that on the Closing Date and thereafter until the Facility Termination Date, such Loan Party shall, and shall cause

each of its Subsidiaries to:

1.              Financial

Statements.

Deliver to the Administrative

Agent (and, if requested in writing by the Administrative Agent, with copies for each Lender), in form and detail satisfactory to the

Administrative Agent:

Audited

Financial Statements.

As

soon as available, but in any event within one hundred twenty (120) days after the end of the Fiscal Year ended December 31, 2025,

a Consolidated and consolidating balance sheet of Holdings and its Subsidiaries as at the end of such Fiscal Year, and the related Consolidated

and consolidating statements of income or operations, changes in Shareholders’ Equity and cash flows for such Fiscal Year, setting

forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with

GAAP, (A) such Consolidated statements to be audited and accompanied by a report and opinion of an independent certified public accountant

of nationally or regionally recognized standing reasonably acceptable to the Administrative Agent, including Grant Thornton LLP, which

is acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards

and shall not be subject to any “going

concern” or like qualification or exception or any qualification or exception as to the scope of such audit, and (B) such consolidating

statements to be certified by the chief executive officer, chief financial officer, treasurer or controller that is a Responsible Officer

of Holdings to the effect that such statements are fairly stated in all material respects when considered in relation to the Consolidated

financial statements of Holdings and its Subsidiaries.

110

(a) Audited

Financial Statements. As soon as available, but in any event within one hundred twenty (120) days

after the end of each Fiscal Year of HoldingsPubco

(or, if earlier, fifteen (15) days after the date required to be filed with the SEC (after giving effect to any extension permitted by

the SEC)) (commencing with the Fiscal Year ended December 31, 20242026),

a Consolidated and consolidating balance sheet of HoldingsPubco

and its Subsidiaries as at the end of such Fiscal Year, and the related Consolidated and consolidating statements of income or operations,

changes in Shareholders’ Equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures

for the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP (provided

such comparative form shall not be required until the Fiscal Year ending December 31, 2027), (iA) such

Consolidated statements to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally

or regionally recognized standing reasonably acceptable to the Administrative Agent, including Grant Thornton LLP, which is acceptable

to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall

not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope

of such audit, and (iiB) such

consolidating statements to be certified by the chief executive officer, chief financial officer, treasurer or controller that is a Responsible

Officer of HoldingsPubco

to the effect that such statements are fairly stated in all material respects when considered in relation to the Consolidated financial

statements of HoldingsPubco

and its Subsidiaries.

111

(a)            Quarterly

Financial Statements.

As

soon as available, but in any event within forty-five (45) days after the end of each Fiscal Quarter

of each Fiscal Year of Holdings (commencing withof

the Fiscal Quarters until the first anniversary of the First Pubco Reporting

Quarter ended March 31, 2025), a Consolidated balance sheet of Holdings and

its Subsidiaries as at the end of each such Fiscal Quarter, and the

related Consolidated statements of income or operations, changes in Shareholders’ Equity and cash flows for such Fiscal Quarter

and for the portion of Holdings’ Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding

Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year, all in reasonable detail and prepared

in accordance with GAAP and including management discussion and analysis of operating results inclusive of operating metrics in comparative

form, such Consolidated statements to be certified by the chief executive officer, chief financial officer, treasurer or controller who

is a Responsible Officer of Holdings as fairly presenting the financial condition, results of operations, Shareholders’ Equity and

cash flows of Holdings and its Subsidiaries, subject only to normal year-end audit adjustments and the absence of footnotes.

(c) 2024 Quarterly Financial Statements. From the

Closing Date through the Fiscal Quarter ended December 31, 2024, asAs

soon as available, but in any event within forty-five (45) days after the end of each of the

first threefull Fiscal Quarter

following the De-SPAC Closing Date (such Fiscal Quarter, the “First Pubco Reporting Quarter”) and each of Fiscal Quarters

of each Fiscal Year of Holdings (commencing with the Fiscal Quarter ended June 30, 2024Pubco

thereafter (or, if earlier, five (5) days after the date required to be filed with the SEC (after giving effect to any extension

permitted by the SEC)), a Consolidated balance sheet of HoldingsPubco

and its Subsidiaries as at the end of such Fiscal Quarter, and the related Consolidated statements of income or operations, changes in

Shareholders’ Equity and cash flows for such Fiscal Quarter and for the portion of Holdings’Pubco’s

Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous

Fiscal Year and the corresponding portion of the previous Fiscal Year, (provided

that, such comparative form shall not be required until the first anniversary of the First Pubco Reporting Quarter) all in reasonable

detail and prepared in accordance with the Target Non-GAAP Accounting MethodologyGAAP

and including management discussion and analysis of operating results inclusive of operating metrics in comparative form, such Consolidated

statements to be certified by the chief executive officer, chief financial officer, treasurer or controller who is a Responsible Officer

of HoldingsPubco

as fairly presenting the financial condition, results of operations, Shareholders’ Equity and cash flows of HoldingsPubco

and its Subsidiaries, subject only to normal year-end audit adjustments and the absence of footnotes.

112

(a)            Intentionally

Omitted.

Business

Plan and Budget.

As

soon as available, but in any event within forty-five (45) days after December 31, 2025, an annual business plan and budget of Holdings

and its Subsidiaries on a Consolidated basis, including forecasts prepared by management of Holdings, in form satisfactory to the Administrative

Agent and the Required Lenders, of Consolidated balance sheets and statements of income or operations and cash flows of Holdings and its

Subsidiaries on a yearly basis for the immediately following Fiscal Year.

(d) Business

Plan and Budget. As soon as available, but in any event within forty-five (45) days after the end

of each Fiscal Year of HoldingsPubco

(commencing with the Fiscal Year ended December 31, 20242026),

an annual business plan and budget of HoldingsPubco

and its Subsidiaries on a Consolidated basis, including forecasts prepared by management of HoldingsPubco,

in form satisfactory to the Administrative Agent and the Required Lenders, of Consolidated balance sheets and statements of income or

operations and cash flows of HoldingsPubco

and its Subsidiaries on a yearly basis for the immediately following Fiscal Year.

First

Amendment Effective Date Acquisition. As soon as available, but in any event within sixty (60) days after the First Amendment Effective

Date, a company-prepared balance sheet, and the related statements of income or operations, changes in Shareholders’ Equity and

cash flows for the First Amendment Effective Date Seller for the fiscal quarter ending September 30, 2025, all in reasonable detail

and prepared in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes.

As to any information contained in materials

furnished pursuant to Section 6.02(g), Holdings and Pubco shall

not be separately required to furnish such information under Section 6.01(a) or (b) above, but the foregoing

shall not be in derogation of the obligation of Holdings and Pubco to furnish the information and materials described in Sections 6.01(a) and (b) above at the times specified therein.

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2.              Certificates;

Other Information.

Deliver to the Administrative

Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders:

(a)            Intentionally

Omitted.

(b)            Compliance

Certificate. Concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b) commencing

with the delivery of the financial statements for the Fiscal Quarter ended September 30, 2024, (i) a duly completed Compliance

Certificate signed by the chief executive officer, chief financial officer, treasurer or controller which is a Responsible Officer of

Pubco (or of Holdings,

as applicable). Unless the Administrative Agent or a Lender requests executed originals, delivery of the Compliance Certificate

may be by electronic communication including fax or email and shall be deemed to be an original and authentic counterpart thereof for

all purposes.

(c)            Updated

Schedules. Concurrently with the delivery of the Compliance Certificate referred to in Section 6.02(b), the following

updated Schedules to this Agreement (which may be attached to the Compliance Certificate) to the extent required to make the representation

related to such Schedule true and correct as of the date of such Compliance Certificate: Schedules 1.01(c),

5.10, 5.20(a), 5.20(b), 5.21(b), 5.21(c), 5.21(d)(i), 5.21(d)(ii), 5.21(e),

5.21(f), 5.21(g) and 5.21(h).

(d)            Calculations.

Concurrently with the delivery of the Compliance Certificate referred to in Section 6.02(b) required to be delivered

with the financial statements referred to in Section 6.01(a), a certificate (which may be included in such Compliance Certificate)

including (i) the amount of all Restricted Payments, Investments (including Acquisitions), Dispositions, Capital Expenditures and, Debt Issuances

and Equity Issuances that were made during the prior Fiscal Year and

(ii) amounts received in connection with any Extraordinary Receipt during the prior Fiscal Year.

(e)            Changes

in Entity Structure. Within ten (10) days prior to any merger, consolidation, dissolution or other change in entity structure

of any Loan Party or any of its Subsidiaries permitted pursuant to the terms hereof, provide notice of such change in entity structure

to the Administrative Agent, along with such other information as reasonably requested by the Administrative Agent. Provide notice to

the Administrative Agent, not less than ten (10) days prior (or such extended period of time as agreed to by the Administrative Agent)

of any change in any Loan Party’s legal name, state of organization, or organizational existence.

(f)            Audit

Reports; Management Letters; Recommendations. Promptly after any request by the Administrative Agent or any Lender, copies of any

detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board

of directors) of any Loan Party by independent accountants in connection with the accounts or books of any Loan Party or any of its Subsidiaries,

or any audit of any of them.

(g)            Annual

Reports; Etc. Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or

communication sent to the stockholders of the BorrowerPubco,

and to the extent applicable, copies of all annual, regular, periodic and special reports and registration statements which the

BorrowerPubco may file or be required to file with

the SEC under Section 13 or 15(d) of the Securities Exchange Act of

1934, or with any national securities exchange, and in any case not otherwise required to be delivered to the Administrative

Agent pursuant hereto;.

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(h)            Debt

Securities Statements and Reports. Promptly after the furnishing thereof, copies of any statement or report furnished to any holder

of debt securities of any Loan Party or of any of its Subsidiaries pursuant to the terms of any indenture, loan or credit or similar agreement

and not otherwise required to be furnished to the Lenders pursuant to Section 6.01 or any other clause of this Section 6.02.

(i)            SEC

Notices. Promptly, and in any event within ten (10) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof,

copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning

any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan

Party or any Subsidiary thereof.

(j)            Notices.

Not later than ten (10) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of all notices, requests

and other documents (including amendments, waivers and other modifications) so received under or pursuant to any instrument, indenture,

loan or credit or similar agreement and, from time to time upon request by the Administrative Agent, such information and reports regarding

such instruments, indentures and loan and credit and similar agreements as the Administrative Agent may reasonably request.

(k)            Environmental

Notice. Not later than ten (10) Business Days after a Loan Party’s receipt of written notice thereof, notice of any action

or proceeding against or of any noncompliance by any Loan Party or any of its Subsidiaries with any Environmental Law or Environmental

Permit that could reasonably be expected to have a Material Adverse Effect.

(l)            Anti-Money-Laundering;

Beneficial Ownership Regulation. Promptly following any request therefor, information and documentation reasonably requested by the

Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money-laundering

rules and regulations, including, without limitation, the Patriot Act and under the Beneficial Ownership Regulation.

(b)            Additional

Information. Promptly, such additional information regarding the business, financial, legal or corporate affairs of any Loan Party

or any Subsidiary thereof, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time

to time reasonably request.

Documents required to be delivered pursuant

to Section 6.01(a) or (b) or Section 6.02(g) (to the extent any such documents are included

in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered

on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet

at the website address listed on Schedule 1.01(a); or (ii) on which such documents are posted on the Borrower’s behalf

on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party

website or whether sponsored by the Administrative Agent); provided that: (x) the Borrower shall deliver paper copies of such

documents to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until a written request

to cease delivering paper copies is given by the Administrative Agent or such Lender and (y) the Borrower shall notify the Administrative

Agent and each Lender (by fax transmission or e-mail transmission) of the posting of any such documents and provide to the Administrative

Agent by e-mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation

to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility

to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for

requesting delivery to it or maintaining its copies of such documents.

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The Borrower hereby

acknowledges that (i) the Administrative Agent and/or an Affiliate thereof may, but shall not be obligated to, make available to

the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower

Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar or a substantially similar electronic transmission

system (the “Platform”) and (ii) certain of the Lenders (each, a “Public Lender”)

may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective

securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’

securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials

that may be distributed to the Public Lenders and that (A) all such Borrower Materials shall be clearly and conspicuously marked

“PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof;

(B) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent,

any Affiliate thereof, the Arranger, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public

information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States

federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information,

they shall be treated as set forth in Section 11.07); (C) all Borrower Materials marked “PUBLIC” are permitted

to be made available through a portion of the Platform designated “Public Side Information;” and (D) the Administrative

Agent and any Affiliate thereof and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC”

as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”

3.              Notices.

Promptly, but in any event

within three (3) Business Days, notify the Administrative Agent and each Lender:

(a)            of

any Loan Party obtaining knowledge of the occurrence of any Default;

(b)            of

any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including any of the following (to

the extent it could reasonably be expected to result in a Material Adverse Effect): (i) breach or non-performance of, or any default

under, a Contractual Obligation of the Borrower or any Subsidiary; (ii) any action, suit, dispute, litigation, investigation, proceeding

or suspension involving any Loan Party or any Subsidiary or any of their respective properties and any Governmental Authority; or (iii) the

commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any Subsidiary, including pursuant

to any applicable Environmental Laws;

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(c)            of

the occurrence of any ERISA Event that has resulted or could reasonably be expected to result in liability of any Loan Party to the Pension

Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of $2,500,000;

(d)            of

any material change in accounting policies or financial reporting practices by any Loan Party or any Subsidiary thereof, including any

determination by HoldingsPubco

or the Borrower referred to in Section 2.10(b); and

(e)            of

any (i) occurrence of any Disposition of property or assets for which the Borrower is required to make a mandatory prepayment pursuant

to Section 2.05(b)(i), (ii) Equity Issuance for which the

Borrower is required to make a mandatory prepayment pursuant to Section 2.05(b)(ii), (iii) Debt issuance for which the

Borrower is required to make a mandatory prepayment pursuant to Section 2.05(b)(iii), and (iiiiv) receipt

of any Extraordinary Receipt for which the Borrower is required to make a mandatory prepayment pursuant to Section 2.05(b)(iv).

Each notice pursuant to this

Section 6.03 shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence

referred to therein and to the extent applicable, stating what action the Borrower has taken and proposes to take with respect thereto.

Each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement and

any other Loan Document that have been breached.

4.              Payment

of Obligations.

Pay and discharge as the same

shall become due and payable, all its material tax and all other obligations and liabilities, including (a) all material tax liabilities,

assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith

by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Borrower or

such Subsidiary; (b) all material lawful claims which, if unpaid, would by law become a Lien upon its property, unless the same are

being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being

maintained by the Loan Parties; and (c) all Indebtedness, as and when due and payable, but subject to any subordination provisions

contained in any instrument or agreement evidencing such Indebtedness.

5.              Preservation

of Existence, Etc.

(a)            Preserve,

renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization

except in a transaction permitted by Section 7.04 or 7.05;

(b)            take

all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct

of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and

(c)            preserve

or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected

to have a Material Adverse Effect.

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6.              Maintenance

of Properties.

(a)            Maintain,

preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and

condition, ordinary wear and tear and obsolescence excepted; and

(b)            make

all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected

to have a Material Adverse Effect.

7.              Maintenance

of Insurance.

(a)            Maintenance

of Insurance. Maintain with financially sound and reputable insurance companies not Affiliates of the Borrower, insurance with respect

to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar

business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons and all such

insurance shall (i) provide for not less than thirty (30) days’ prior notice to the Administrative Agent of termination, lapse

or cancellation of such insurance, (ii) name the Administrative Agent as mortgagee (in the case of property insurance) or additional

insured on behalf of the Secured Parties (in the case of liability insurance) or loss payee (in the case of property insurance), as applicable,

(iii) if reasonably requested by the Administrative Agent, include a breach of warranty clause and (iv) be reasonably satisfactory

in all other respects to the Administrative Agent.

(b)            Evidence

of Insurance. Cause the Administrative Agent to be named as lenders’ loss payable, loss payee or mortgagee, as its interest

may appear, and/or additional insured with respect of any such insurance providing liability coverage or coverage in respect of any Collateral,

and cause, unless otherwise agreed to by the Administrative Agent, each provider of any such insurance to agree, by endorsement upon the

policy or policies issued by it or by independent instruments furnished to the Administrative Agent that it will give the Administrative

Agent thirty (30) days prior written notice before any such policy or policies shall be altered or cancelled (or ten (10) days prior

notice in the case of cancellation due to the nonpayment of premiums). Annually, upon expiration of current insurance coverage, the Loan

Parties shall provide, or cause to be provided, to the Administrative Agent, such evidence of insurance as required by the Administrative

Agent, including, but not limited to: (i) certified copies of such insurance policies, (ii) evidence of such insurance policies

(including, without limitation and as applicable, ACORD Form 28 certificates (or similar form of insurance certificate), and ACORD

Form 25 certificates (or similar form of insurance certificate)), (iii) declaration pages for each insurance policy and

(iv) lender’s loss payable endorsement if the Administrative Agent for the benefit of the Secured Parties is not on the declarations

page for such policy. As requested by the Administrative Agent, the Loan Parties agree to deliver to the Administrative Agent an

Authorization to Share Insurance Information.

8.              Compliance

with Laws.

Comply with the requirements

of all Applicable Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such

instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate

proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse

Effect.

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9.              Books

and Records. Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP

consistently applied shall be made of all financial transactions and matters involving the assets and business of such Loan Party or such

Subsidiary, as the case may be.

10.            Inspection

Rights.

(a)            Permit

representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to

examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances

and accounts with its directors, officers, and independent public accountants, all at the expense of the Borrower and at such reasonable

times during normal business hours and as often as may be reasonably desired up to two (2) times in each Fiscal Year provided that

no Event of Default has occurred and is continuing, upon reasonable advance notice to the Borrower; provided, however, that

when an Event of Default exists the Administrative Agent or any Lender (or any of their respective representatives or independent contractors)

may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice; provided

further that, so long as no Event of Default exists, the Administrative Agent shall give the Borrower at least five (5) Business

Days’ notice prior to any discussions with the Loan Parties’ independent public accountants, and, if the Borrower desires

to participate in such discussions, the Borrower shall so notify the Administrative Agent during such five-Business-Day period; provided

that the Administrative Agent shall not be required to postpone such discussions in order to permit the Borrower to participate.

(b)            If

requested by the Administrative Agent in its sole discretion, permit the Administrative Agent and its representatives, upon reasonable

advance notice to the Borrower, to conduct, at the expense of the Borrower, an annual (i) personal property asset appraisal on personal

property Collateral of the Borrower and its Subsidiaries, (ii) real estate appraisal on real estate Collateral of the Borrower and

its Subsidiaries and (iii) field exam on the accounts receivable, inventory, payables, controls and systems of the Borrower and its

Subsidiaries.

(c)            If

requested by the Administrative Agent in its sole discretion, permit the Administrative Agent, and its representatives, upon reasonable

advance notice to the Borrower, to conduct an annual audit of the Collateral at the expense of the Borrower.

(d)            Notwithstanding

anything to the contrary in this Section 6.10, no Loan Party will be required to disclose, permit the inspection, examination

or making copies or abstracts of, or discussion of, any document, information or other matter that (a) constitutes non-financial

trade secrets or non-financial proprietary information, (b) in respect of which access or inspection by, or disclosure to, the Administrative

Agent or any Lender (or their respective representatives or contractors) is prohibited by Law (provided, such Loan Party shall make the

Administrative Agent aware that information is being withheld (to the extent permitted by applicable Law) and shall use commercially reasonable

efforts to communicate the relevant information in a way that does not violate such applicable Law), or (c) is subject to attorney-client

or similar privilege or constitutes attorney work product (provided, such Loan Party shall make the Administrative Agent aware that information

is being withheld and shall use commercially reasonable efforts to communicate the relevant information in a way that does not violate

such attorney-client or similar privilege).

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11.             Use

of Proceeds.

(a)            On

the Closing Date, use the proceeds of the Term Loans only to refinance certain existing Indebtedness of the Loan Parties, to partially

finance the Closing Date Acquisition, to pay transaction expenses incurred in connection with the Closing Date Acquisition and this Agreement.

(b)            Use

the proceeds of the Credit Extensions for general corporate purposes not in contravention of any Law or of any Loan Document.

On

the First Amendment Effective Date, use the proceeds of the Additional Term Loans only to refinance certain existing Indebtedness of the

Loan Parties, to partially finance the First Amendment Effective Date Acquisition, to pay transaction expenses incurred in connection

with the First Amendment Effective Date Acquisition and other Transaction Costs permitted under this Agreement.

12.            Material

Contracts.

Perform and observe all the

terms and provisions of each Material Contract to be performed or observed by it in all material respects, maintain each such Material

Contract in full force and effect, enforce each such Material Contract in accordance with its terms, take all such action to such end

as may be from time to time reasonably requested by the Administrative Agent and, upon reasonable request of the Administrative Agent,

make to each other party to each such Material Contract such demands and requests for information and reports or for action as any Loan

Party or any of its Subsidiaries is entitled to make under such Material Contract, and cause each of its Subsidiaries to do so.

13.            Covenant

to Guarantee Obligations.

The Loan Parties will cause

each of their Subsidiaries (other than any CFC, FSHCO or Subsidiary that is held directly or indirectly by a CFC) whether newly formed,

after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired

(or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by

way of execution of a Joinder Agreement; provided, however, no Foreign Subsidiary shall be required to become a Guarantor

to the extent such Guaranty would result in a material adverse tax consequence for any Loan Party. In connection therewith, the Loan Parties

shall give notice to the Administrative Agent not less than ten (10) days prior to creating a Subsidiary (or such shorter period

of time as agreed to by the Administrative Agent in its reasonable discretion), or acquiring the Equity Interests of any other Person.

In connection with the foregoing, the Loan Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the

extent applicable, substantially the same documentation required pursuant to Sections 4.01(b), (c), (e), (f),

(k) and 6.14 and such other documents or agreements as the Administrative Agent may reasonably request, including without

limitation, updated Schedules 1.01(c), 5.10, 5.20(a),

5.20(b), 5.21(b)(i), 5.21(c), 5.21(d)(i), 5.21(d)(ii), 5.21(e), 5.21(f), 5.21(g) and

5.21(h).

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14.            Covenant

to Give Security.

Except with respect to Excluded

Property:

(a)            Equity

Interests and Personal Property. Each Loan Party will cause the Pledged Equity and all of its tangible and intangible personal property

now owned or hereafter acquired by it to be subject at all times to a first priority, perfected Lien (subject to Permitted Liens to the

extent permitted by the Loan Documents) in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured

Obligations pursuant to the terms and conditions of the Collateral Documents. Each Loan Party shall provide opinions of counsel and any

filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, all in form and substance

reasonably satisfactory to the Administrative Agent (or such deliveries may be waived with respect to immaterial personal property by

Administrative Agent in its reasonable discretion).

(b)            Landlord

Waivers. Subject to Section 6.17, in the case of (i) each headquarter location of the Loan Parties, each other location

where any significant administrative or governmental functions are performed and each other location where the Loan Parties maintain any

books or records (electronic or otherwise) and (ii) any other premises leased by a Loan Party containing personal property Collateral

with a value in excess of twenty percent (20%) of the total value of the Collateral, the Loan Parties will use commercially reasonable

efforts to provide the Administrative Agent with such estoppel letters, consents and waivers from the landlords on such real property

to the extent requested by the Administrative Agent (such letters, consents and waivers shall be in form and substance satisfactory

to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent).

(c)            Account

Control Agreements. Each of the Loan Parties shall not open, maintain or otherwise have any deposit or other accounts (including securities

accounts) at any bank or other financial institution, or any other account where money or securities are or may be deposited or maintained

with any Person, other than (i)  accounts that are deposit accounts are held at Bank of America, (ii) deposit accounts that

are maintained at all times with depositary institutions as to which the Administrative Agent shall have received a Qualifying Control

Agreement within 90 days of the Closing Date or any Permitted Acquisition (or Administrative Agent shall have received a Qualifying Control

Agreement prior to or substantially contemporaneously with the opening of such deposit account), (iii) securities accounts that are

maintained at all times with financial institutions as to which the Administrative Agent shall have received a Qualifying Control Agreement,

(iv) deposit accounts established solely as payroll and other zero balance accounts.

(d)            Updated

Schedules. Concurrently with the delivery of any Collateral pursuant to the terms of this Section 6.14, the Borrower shall

provide the Administrative Agent with the applicable updated Schedule(s): 5.20(a), 5.21(b)(i), 5.21(c), 5.21(d)(i),

5.21(d)(ii), 5.21(e), 5.21(f), 5.21(g) and 5.21(h).

(e)            Further

Assurances. At any time upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and

documents and take all such other action as the Administrative Agent may deem necessary or desirable to maintain in favor of the Administrative

Agent, for the benefit of the Secured Parties, Liens and insurance rights on the Collateral that are duly perfected in accordance with

the requirements of, or the obligations of the Loan Parties under, the Loan Documents and all Applicable Laws.

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15.            Anti-Corruption

Laws; Sanctions.

Conduct its business in compliance

in all material respects with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other applicable anti-corruption

legislation in other jurisdictions and with all applicable Sanctions, and maintain policies and procedures designed to promote and achieve

compliance with such laws and Sanctions.

16.            Further

Assurances.

Promptly upon request by the

Administrative Agent, or any Lender through the Administrative Agent, (a) correct any material defect or error that may be discovered

in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and (b) do, execute, acknowledge, deliver,

record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments

as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to (i) carry

out more effectively the purposes of the Loan Documents, (ii) to the fullest extent permitted by Applicable Law, subject any Loan

Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered

by any of the Collateral Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral

Documents and any of the Liens intended to be created thereunder and (iv) assure, convey, grant, assign, transfer, preserve, protect

and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties

under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party or any of

its Subsidiaries is or is to be a party, and cause each of its Subsidiaries to do so.

17.            Post-Closing

Obligations.

Execute and deliver the documents,

and complete the tasks set forth on Schedule 6.17, within the time frames listed thereon.

First

Amendment Effective Date Post-Closing Obligations.

Execute

and deliver the documents, and complete the tasks set forth on Schedule 6.18, within the time frames listed thereon.

Second

Amendment Effective Date Post-Closing Obligations.

Execute

and deliver the documents, and complete the tasks set forth on Schedule 6.19, within the time frames listed thereon.

L.

NEGATIVE COVENANTS

Each of the Loan Parties hereby

covenants and agrees that on the Closing Date and thereafter until the Facility Termination Date, no Loan Party shall, nor shall it permit

any Subsidiary to, directly or indirectly:

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1.            Liens.

Create, incur, assume or suffer

to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for the following (the

“Permitted Liens”):

(a)            Liens

pursuant to any Loan Document (including Liens securing customary obligations

arising under Secured Hedge Agreements);

(b)            Liens

existing on the Closing Date and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the

property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by

Section 7.02(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal

or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b);

(c)            Liens

for Taxes not yet due or Liens for Taxes which are being contested in good faith and by appropriate proceedings diligently conducted,

if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

(d)            Statutory

Liens such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising

in the ordinary course of business which are not overdue for a period of more than thirty (30) days or which are being contested in good

faith and by appropriate proceedings diligently conducted; provided that adequate reserves with respect thereto are maintained

on the books of the applicable Person in accordance with GAAP;

(e)            pledges

or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social

security legislation, other than any Lien imposed by ERISA;

(f)            deposits

to secure the performance of bids, trade contracts and leases (other than Indebtedness), licenses

or permits, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in

the ordinary course of business;

(g)            (i) easements,

rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount,

and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary

conduct of the business of the applicable Person; and

(ii) any obligations or duties affecting any property of the Borrower or any Loan Party to any municipality or public authority with

respect to any franchise, grant, license or permit that do not materially impair the use of such property for the purposes for which it

is held;

(h)            Liens

securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of

Default under Section 8.01(h);

(c)            Liens

securing Indebtedness permitted under Section 7.02(c); provided that (i) (A) such

Liens do not at any time encumber any property other than the property financed by such Indebtedness (including,

with respect to BALC Permitted Equipment Financings, BALC Other Permitted Equipment Financing Collateral), (ii) the Indebtedness

secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being financed on the date of the financed

acquisition or lease, or the date of completion of the financed construction, repair or improvement, as applicable, and (iii) such

Liens attach to such property concurrently with or within ninety (90) days after (A) the financed acquisition thereof, or (B) the

date of commencement of the financed lease, construction, repair or improvement thereof, as applicable;

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(d)            bankers’

Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts

maintained by the BorrowerPubco

or any of its Subsidiaries with any Lender, in each case in the ordinary course of business in favor of the bank or banks with which such

accounts are maintained, securing solely the customary amounts owing to such bank with respect to cash management and operating account

arrangements; provided, that in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness;

(i)            Liens

arising out of judgments or awards not resulting in an Event of Default; provided the applicable Loan Party or Subsidiary shall

in good faith be prosecuting an appeal or proceedings for review;

(j)            any

Lien imposed as a result of a taking under the exercise of the power of eminent domain by any Governmental Authority or by any Person

acting under Governmental Authority;

(k)            any

interest or title of a lessor, licensor or sublessor under any lease, license or sublease entered into by any Loan Party or any Subsidiary

thereof in the ordinary course of business and covering only the assets so leased, licensed or subleased; and

(e)            Liens

of a collection bank arising under Section 4–210 of the UCC on items in the course of collection;

Liens

securing the Permitted Airplane Financing provided that such Liens do not at any time encumber any property other the aircraft,

airframe, aircraft engine or related property financed by such Indebtedness;

Liens

existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Subsidiary

after the Closing Date (other than Liens on the Equity Interests of any Person that becomes a Subsidiary to the extent such Equity Interests

are owned by a Loan Party); provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming

a Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds, products and accessions

thereof) of such Person and not of any other Loan Party or Subsidiary, and (iii) the Indebtedness secured thereby is permitted under

Section 7.02(j);

provided

that, notwithstanding anything to the contrary in this Section, none of the foregoing provisions of this Section 7.01 shall

permit any Lien (other than any Liens pursuant to clauses (a), (c), (d), (f), (g), (l) and

(m) of this Section 7.01) to exist on any owned real property of any Loan Party or any of its Subsidiaries.

2.            Indebtedness.

Create, incur, assume or suffer

to exist any Indebtedness, except:

(a)            Indebtedness

under the Loan Documents;

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(b)            Indebtedness

outstanding on the date hereof and listed on Schedule 7.02 and any refinancings, refundings, renewals or extensions thereof;

provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension

except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection

with such refinancing and by an amount equal to any existing commitments unutilized thereunder and the direct or any contingent obligor

with respect thereto is not changed, as a result of or in connection with such refinancing, refunding, renewal or extension;

(c)            Indebtedness

in respect of Capitalized Leases, Synthetic Lease Obligations, Permitted Equipment Financings, purchase money obligations or Indebtedness

financing the construction, repair, replacement, lease or improvement of fixed or capital assets, so long as such purchase money obligation

or other Indebtedness is incurred by Borrower or the applicable Subsidiary of

the Borrower prior to or within 90 days after the acquisition, construction, repair, replacements, lease or improvement of the

applicable asset and are otherwise within the limitations set forth in Section 7.01(i); provided, however,

(x) that the aggregate amount of all such Indebtedness (other than Indebtedness under Permitted Equipment Financings) at any one

time outstanding shall not exceed the greater of (A) 7.5% of Consolidated

EBITDA for the Measurement Period and (B) $10,000,000 and (y) the

aggregate principal amount of such Indebtedness in respect of Permitted Equipment Financings at

any one time outstanding shall not exceed $20,000,000 any timethe

greater of (A) 20% of Consolidated EBITDA and (B) $30,000,000;

(d)            Unsecured

Indebtedness of a Subsidiary of the Borrower owed to the Borrower or a Subsidiary of the Borrower, which Indebtedness shall (i) to

the extent required by the Administrative Agent, be evidenced by promissory notes which shall be pledged to the Administrative Agent as

Collateral for the Secured Obligations in accordance with the terms of the Security Agreement, (ii) be on terms (including subordination

terms) acceptable to the Administrative Agent and (iii) be otherwise permitted under the provisions of Section 7.03 (“Intercompany

Debt”);

(e)            (i) to

the extent constituting Indebtedness, the Sandplant Deferred Payment and (ii) Indebtedness incurred by the Borrower or a Subsidiary

thereof in a Permitted Acquisition, in each case, constituting earnouts

or other similar adjustments to the purchase price in an aggregate amount not to exceed $20,000,000;

(f)            Indebtedness

of Loan Parties under Cash Management Agreements and other Indebtedness in respect of netting services, automatic clearinghouse arrangements,

overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business

and any Guarantees thereof, or the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against

insufficient funds in the ordinary course of business so long as such Indebtedness is extinguished within 15 Business Days of its incurrence;

provided that such Loan Parties shall not guarantee or otherwise be responsible under such agreements, arrangements, protections

or programs for obligations of any Person that is not a Loan Party;

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(g)            obligations

in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by

the BorrowerPubco

or any SubsidiariesSubsidiary

thereof or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in

the ordinary course of business or consistent with past practice;

(h)            any

Swap Contract and guarantees of Swap Contracts of any other Subsidiary entered into in the ordinary course of business to hedge or mitigate

interest rate risks, commodity price risks or other risks to which Loan Parties are exposed in the conduct of their business or the management

of their liabilities, and not for speculative purposes; and

(i)            Guarantees

of the Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of the Borrower or any other Guarantor.;

Indebtedness

in respect of any Permitted Airplane Financing in an aggregate principal amount up to $3,000,000 under this clause (j); and

other

Indebtedness of the Borrower or any Subsidiary thereof (excluding (i) Intercompany Debt and (ii) Guarantees by the Borrower

or any Guarantor of Indebtedness of any Subsidiary that is not a Loan Party) in an aggregate principal amount not exceeding the greater

of (x) $7,500,000 and (y) 10% of Consolidated EBITDA for the Measurement

Period at any time outstanding.

3.            Investments.

Make or hold any Investments,

except:

(a)            Investments

held by the BorrowerPubco

and its Subsidiaries in the form of cash or Cash Equivalents;

(b)            advances

to officers, directors and employees of the Borrower andPubco

and its Subsidiaries in an aggregate amount not to exceed $500,000 at any time outstanding, for travel, entertainment, relocation

and analogous ordinary business purposes;

(c)            employee

loans or advances that do not exceed $200,000 in the aggregate at any one time outstanding and are made in the ordinary course of business

consistent with practices existing on the Closing Date;

(d)            (i) Investments

by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments

by the BorrowerPubco

and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other

Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment,

additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties in an aggregate amount invested from the date hereof

not to exceed $1,000,0005,000,000;

(e)            Investments

consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in

the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account

debtors to the extent reasonably necessary in order to prevent or limit loss;

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(f)            Investments

(including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers

or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business

or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment,

(g)            Investments

with respect to any Swap Contract permitted under Section 7.02(h);

(h)            promissory

notes, securities and other non-cash consideration received in connection with Dispositions permitted hereunder;

(i)            cash

deposits required by any Governmental Authority or public utilities;

(j)            Guarantees

permitted by Section 7.02;

(k)            Investments

existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03; and

(l)            (i) Permitted

Acquisitions (other than of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section 7.03(c)(iv));

and, (ii) the

First Amendment Effective Date Acquisition; and (iii) other Acquisitions approved by the Required Lenders in writing; and

other

Investments in any Person having an aggregate fair market value (measured on the date each such Investment was made and without giving

effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (m) in an aggregate

amount invested from the date hereof not to exceed $5,000,000;

provided,

however, that after giving effect to the making of any loans, advances or deposits permitted by clauses (c), (f),

(i) or,

(l) or (m) of this Section, no Default or Event of

Default shall have occurred and be continuing.

4.            Fundamental

Changes.

Merge, dissolve, liquidate,

consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially

all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or

would result therefrom:

(a)            any

Subsidiary of the Borrower may merge with (i) the Borrower; provided

that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries of

the Borrower, provided that when any Loan Party (other than Borrower or,

Holdings or Pubco) is merging with another Subsidiary, a Loan Party

shall be the continuing or surviving Person;

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(b)            any

Loan Party (other than Borrower or,

Holdings or Pubco) may Dispose of all or substantially all of its

assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party (other

than Holdings or Pubco);

(c)            any

Subsidiary of the Borrower that is not a Loan Party may dispose of

all or substantially all its assets (including any Disposition that is in the nature of a liquidation) to (i) another Subsidiary

that is not a Loan Party or (ii) to a Loan Party;

(f)            in

connection with any Permitted Acquisition, any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit

any other Person to merge into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned

Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower,

Holdings or Pubco) is a party, such Loan Party is the surviving Person; and

(d)            so

long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its Subsidiaries may merge

into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided, however,

that in each case, immediately after giving effect thereto (i) in the case of any such merger to which the Borrower is a party, the

Borrower is the surviving Person and (ii) in the case of any such merger to which any Loan Party (other than the Borrower,

Holdings or Pubco) is a party, such Loan Party is the surviving Person.;

the

Loan Parties may consummate the De-SPAC Transaction;

the

Haymaker Subsidiary may (i) Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan

Party, (ii) terminate its existence, dissolve or otherwise cease to exist or (iii) merge into or consolidate with any other

Loan Party, provided that such Loan Party shall be the continuing or surviving Person; and

Holdings

may merge into or consolidate with Pubco so long as (i) Pubco shall be the continuing or surviving Person, (ii) Pubco shall,

immediately following such merger, consolidation or liquidation directly own all Equity Interests in the Borrower, (iii) the Pubco

shall expressly assume all of the obligations of Holdings under this Agreement and the other Loan Documents, (iv) the Secured Parties’

rights and obligations under the Loan Documents, taken as a whole, including their rights and remedies with respect to any Collateral

owned by Pubco, and Pubco’s obligations under the Guaranty and the Security Agreement, will not be impaired in any manner as a result

of such merger, consolidation or liquidation, and (v) the Borrower shall deliver a certificate to the Administrative Agent certifying

and demonstrating that immediately after giving effect to such merger, consolidation or liquidation on a Pro Forma Basis as

of the last day of the most recently ended Measurement Period, the

Loan Parties are in Pro Forma Compliance.

5.            Dispositions.

Make any Disposition or enter

into any agreement to make any Disposition, except:

(a)            Permitted

Transfers;

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(b)            Dispositions

of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;

(c)            Dispositions

of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar

replacement property or (ii) the proceeds of such Disposition are applied to the purchase price of such replacement property in accordance

with Section 2.05(b)(i);

(d)            Dispositions

resulting from any taking or condemnation of any property of the Borrower or any Subsidiary by any Governmental Authority or any assets

subject to a casualty;

(e)            Dispositions

resulting from the sale, issuance or other transfer of the Equity Interests of any

Loan Party to any other Loan Party  (and provided that Holdings may issue Equity Interests

(other than Disqualified Equity Interests) so long as no Change of Control would occur);

(f)            Dispositions

permitted by Section 7.04;

(g)            Dispositions

of accounts receivables to a third party in connection with the compromise, settlement or collection thereof in the ordinary course of

business exclusive of factoring or similar arrangements so long as (i) the account debtor with respect thereto has instituted or

consented to the institution of any proceeding under any Debtor Relief Law and (ii) all such Dispositions do not exceed $100,000

in the aggregate in any Fiscal Year; and

(g)            other

Dispositions by the Borrower or any of its Subsidiaries so long as

(i) at least 75% of the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with

consummation of the transaction and shall be in an amount not less than the fair market value of the property disposed of, (ii) such

transaction does not involve a sale or other disposition of receivables other than receivables owned by or attributable to other property

concurrently being disposed of in a transaction otherwise permitted under this Section 7.05, (iii) the aggregate net

book value of all of the assets sold or otherwise disposed of by the Loan Parties and their Subsidiaries in all such transactions in any

Fiscal Year of the Borrower shall not exceed the Threshold Amount, and (iv) the proceeds of such Disposition shall be applied as

a mandatory prepayment pursuant to Section 2.05(b)(i) to the extent required thereunder.

6.            Restricted

Payments.

Declare or make, directly

or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Default

shall have occurred and be continuing at the time of any action described below or would result therefrom:

(a)            each

Subsidiary may make Restricted Payments to any Person that owns Equity Interests in such Subsidiary, ratably according to their respective

holdings of the type of Equity Interest in respect of which such Restricted Payment is being made;

(b)            the

Borrower and Holdings may make Permitted Tax Distributions;

(h)            Pubco

may pay cash in lieu of fractional common Equity Interests in connection with any conversion of convertible Preferred Pubco Equity to

common Equity Interests;

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(b)            the

BorrowerLoan Parties

and each Subsidiary may declare and make dividend payments or other distributions payable solely in common Equity Interests of such Person;

(c)            the

BorrowerPubco and each Subsidiary may make Restricted

Payments, not exceeding $2,000,000 in aggregate amount during any

Fiscal Year pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the

BorrowerPubco and such Subsidiaries, including, without

limitation, to any member of the “Employee Group” as defined in the Organizational Documents of HoldingsPubco;

(d)            the

BorrowerPubco and each Subsidiary may make any “net

down payments” involving the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the

BorrowerPubco or such Subsidiary held by any employee

in connection with vesting of equity awards, in order to satisfy any tax withholding obligations;

(e)            the

BorrowerLoan Parties

may pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the

Borrowersa Loan Party held by any future, present

or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs,

legatees or distributees of any of the foregoing) of such Loan Party or make Restricted Payments in the form of distributions to allow

the Borrowera Loan Party

to pay principal or interest on promissory notes that were issued to any future, present or former employee, officer, director, manager

or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing)

of such BorrowerLoan Party

in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests of the BorrowerLoan

Party held by such Persons; provided that the aggregate amount of Restricted Payments pursuant to this clause (f) shall

not exceed $1,000,000; and

(f)            subject

to theeach Preferred

Equity Subordination Agreement, HoldingsPubco

may declare and make dividend payments or other distributions payable to the Preferred Pubco

Equity Holders with respect to Preferred Pubco Equity as

set forth in the Amended and Restated Liability Company Agreement of Holdings,

provided, that, both immediately before and immediately after giving effect to the making of such dividend payment or other distribution

(and to any Borrowing(s) or other incurrence(s) of Indebtedness made substantially concurrently or in connection therewith):

a)            no

Default or Event of Default exists or would arise therefrom; and

b)            solely

with respect to any such payment or distribution (or with respect to the applicable portion of a payment or distribution) other than a

Quarterly Senior Preferred Pubco

Distribution:

(1)            the

Loan Parties are in compliance, on a Pro Forma Basis, with the financial covenant set forth in Section 7.11(b);

(2)            the

Consolidated Senior Leverage Ratio, calculated on a Pro Forma Basis, shall be less than 2.50 to 1.00; and

subject

to each Preferred Equity Subordination Agreement, Pubco may repurchase, redeem, retire or otherwise acquire for value all or any portion

of the Preferred Pubco Equity, provided, that, both immediately before and immediately after giving effect to such repurchase, redemption,

retirement or acquisition for value (and to any Borrowing(s) or other incurrence(s) of Indebtedness made substantially concurrently

or in connection therewith):

130

no

Default or Event of Default exists or would arise therefrom;

the

Loan Parties are in compliance, on a Pro Forma Basis, with the financial covenant set forth in Section 7.11(b); and

either

(1) the Consolidated Senior Leverage Ratio, calculated on a Pro Forma Basis, shall be less than 2.50 to 1.00 or (2) the Loan

Parties are otherwise in compliance, on a Pro Forma Basis, with the financial covenant set forth in Section 7.11(a) and the

Administrative Agent consents in its sole discretion to such repurchase, retirement or other acquisition or retirement for value;

(h) subject

to the Management Fee Subordination Agreement, the BorrowerPubco

may pay the management fee under the Management Agreement; provided that (i) at the time of each such payment, no Default

or Event of Default shall exist or would result upon giving pro forma effect thereto and (ii) after giving effect to the payment

of any such Restricted Payment, Borrower is in compliance with Section 7.11; provided further that during the continuance

of a Default, any such fees may continue to be accrued in favor of Management Entity and upon the waiver or rescission of any such Default,

any and all such accrued fees may immediately be paid to the Management Entity.;

and

subject

to the Deferred Payment Subordination Agreement, the Borrower may pay the Sandplant Deferred Payment; provided that (i) at the time

of such payment, no Default or Event of Default shall exist or would result upon giving pro forma effect thereto, (ii) after giving

effect to such Restricted Payment, Borrower is in compliance with Section 7.11; and (iii) prior to the making of such Restricted

Payment, the Borrower shall have delivered the Deferred Payment Certificate certifying

and demonstrating that after giving effect to the payment of the Sandplant Deferred Payment on a Pro Forma Basis (including any incurrence

of Indebtedness in connection therewith), the Loan Parties (excluding Pubco, to the extent Pubco is not included in the most recent financial

statements delivered pursuant to Section 6.01) are in Pro Forma Compliance.

7.            Change

in Nature of Business.

Engage in any material line

of business substantially different from those lines of business conducted by the Borrower and its Subsidiaries on the date hereof or

any business substantially related or incidental thereto; provided, however, this provision is not intended

to restrict the ability of any Loan Party to develop and sell additional products that are complimentary to its current line of business.

8.            Transactions

with Affiliates.

Enter into or permit to exist

any transaction or series of transactions with any officer, director or Affiliate of such Person other than:

transactions

among Loan Parties or between a Loan Party and an entity that becomes a Loan Party as a result of such transaction;

131

Restricted

Payments permitted under Section 7.06;

transactions which

are entered into in the ordinary course of such Person’s business on fair and reasonable terms and conditions substantially as favorable

to such Person as would be obtainable by it in a comparable arm’s length transaction with a Person other than an officer, director

or Affiliate.;

the

issuance of Equity Interests or equity-based awards to any officer, director, employee of a Loan Party in the ordinary course of business

consistent with market practices;

normal

and reasonable employment or severance or benefit related arrangements between the Loan Parties and their respective officers and employees

in the ordinary course of business and consistent with past practices, and transactions pursuant to stock option and other equity award

plans and employee benefit plans and arrangements in the ordinary course of business and consistent with market practice; and

the

payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, officers and employees

of Loan Parties in the ordinary course of business to the extent attributable to the ownership or operation of the Loan Parties.

9.            Burdensome

Agreements.

Enter into, or permit to exist,

any Contractual Obligation (except for this Agreement and the other Loan Documents) that (a) encumbers or restricts the ability

of any such Person to (i) to act as a Loan Party; (ii) make Restricted Payments to any Loan Party, (iii) pay any Indebtedness

or other obligation owed to any Loan Party, (iv) make loans or advances to any Loan Party, or (v) create any Lien

upon any of their properties or assets, whether now owned or hereafter acquired, except, in the case of clause (a)(v) only, for

any document or instrument governing Indebtedness incurred pursuant to Section 7.02(c); provided that any such restriction

contained therein relates only to the asset or assets constructed or acquired in connection therewith or (b) requires the grant of

any Lien on property for any obligation if a Lien on such property is given as security for the Secured Obligations.

10.            Use

of Proceeds.

Use the proceeds of any Credit

Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within

the meaning of Regulation U) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness

originally incurred for such purpose.

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11.            Financial

Covenants.

(a)            Consolidated

Senior Leverage Ratio. Permit the Consolidated Senior Leverage Ratio as of the end of any Measurement Period ending as of the end

of any Fiscal Quarter of the Borrower, to be greater than the ratio set forth below opposite such period:

Measurement Period Ending

Ratio

Closing Date through September 30, 2024

3.75 to 1.00

December 31, 2024 and each Fiscal Quarter thereafter

3.50 to 1.00

provided,

that notwithstanding the foregoing, the Consolidated Senior Leverage Ratio level may, at the irrevocable election of the Borrower and

upon written notice to the Administrative Agent prior to the consummation of a Material Acquisition, be increased (i) by

0.25x0.50x for the

first fourtwo (42)

Fiscal Quarters ending after the date on which such Material Acquisition

(“is consummated and

(ii) by 0.25x for the third and fourth Fiscal Quarters ending after the date on which such Material Acquisition is consummated (such

increase, the “Leverage Step-Up”), provided, further that (A) in any event, the Consolidated Senior

Leverage Ratio for any period of four (4) Fiscal Quarters shall not be increased to be greater than 3.754.00

to 1.00, (B) from and after the First Amendment Effective Date, if the

Consolidated Senior Leverage Ratio shall have been equal to or less than 3.50 to 1.00 on the last day of at least two (2) Fiscals

Quarters following the end of the preceding Leverage Step-Up, the Consolidated Senior Leverage Ratio levels shall

notmay be increased pursuant to the foregoing proviso

on more than one (1) more

occasion during the remaining term of the Facility,

and (C) any such increase of the Consolidated Senior Leverage Ratio levels pursuant to the foregoing proviso shall apply only with

respect to the calculation of the Consolidated Senior Leverage Ratio for purposes of determining compliance with this covenant (and not,

for the avoidance of doubt, for determination of the Applicable Rate).

For

the avoidance of doubt, the Borrower and the Lenders acknowledge that (x) the Borrower has elected to increase the Consolidated Senior

Leverage Ratio pursuant to a Leverage Step-Up in connection with the consummation of the First Amendment Effective Date Acquisition and

(y) as a result, the Consolidated Senior Leverage Ratio for the Measurement Periods ending as of the end of any Fiscal Quarter of

the Borrower occurring after the First Amendment Effective Date, shall not be greater than the ratio set forth below opposite such period:

Measurement Period Ending

Ratio

December 31, 2025 and March 31, 2026

4.00 to 1.00

June 30, 2026 and September 30, 2026

3.75 to 1.00

December 31, 2026 and each Fiscal Quarter thereafter

3.50 to 1.00

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(b)            Consolidated

Fixed Charge Coverage Ratio. Permit the Consolidated Fixed Charge Coverage Ratio as of the end of any Measurement Period ending as

of the end of any Fiscal Quarter of the Borrower to be less than 1.25:1.00.

12.            Amendments

of Organization Documents; Fiscal Year; Legal Name, State of Formation; Form of Entity and Accounting Changes.

(a)            Amend

or modify any of its Organization Documents in any way which could reasonably be expected to adversely affect the interests of the Lenders

without the prior written consent of the Administrative Agent, provided

that any amendment or modification of the provisions of Holdings Organizational Documents relating to or regarding Preferred Equity

shall be subject to the Preferred Equity Subordination Agreement; (other

than such amendments and modifications made to consummate the De-SPAC Transaction);

(b)            amend,

modify or waive the Management Agreement (other than such amendments and

modifications of the Management Agreement made in to consummate the De-SPAC Transaction) in a manner adverse to the rights or interests

of the Lenders, including to (A) increase the amount of the management fees payable under the terms thereof, (B) impose any

additional management, consulting, investment, banking, refinancing, transaction or other similar fees, (C) require the payment of

interest on any deferred management fees or other fees payable thereunder (other than the accrual of interest at a rate equal to nine

percent per annum on deferred management fees pursuant to Section 3(e) of the Management Agreement as in effect on the date

hereof), or (D) change the time of payment of any management fees or other fees payable thereunder;

(c)            Amend,

modify or waive any of the Closing Date Acquisition Documents, to the extent any such amendment, modification or waiver would be adverse

to the interests of the Lenders without the Administrative Agent’s prior written consent;

(d)            change

its Fiscal Year;

(e)            without

providing ten (10) days prior written notice to the Administrative Agent (or such extended period of time as agreed to by the Administrative

Agent), change its name, state of formation, form of organization or principal place of business; or

(f)            make

any change in accounting policies or reporting practices, except as required by GAAP.;

or

amend,

modify or waive any of the First Amendment Effective Date Acquisition Documents, to the extent any such amendment, modification or waiver

would be adverse to the interests of the Lenders without the Administrative Agent’s prior written consent; provided that Administrative

Agent and the Lenders consent to any extension of the Sandplant Deferred Payment to a payment date on or before December 31, 2026

and the accrual of interest on such amount as set forth in the First

Amendment Effective Date Acquisition Documents.

13.            Sale

and Leaseback Transactions.

Enter into any Sale and Leaseback

Transaction.

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14.            Subordinated

Debt Payments. Pay, prepay, redeem, purchase, repurchase, defease, retire or extinguish, or otherwise satisfy, or obligate

itself or any other Loan Party or Subsidiary to do any of the foregoing, in respect of any Subordinated Debt, except that so long as no

Default or Event of Default exists or would arise therefrom, the Borrower may make payments of regularly scheduled principal, interest,

accrued fees and expenses and customary indemnification obligations, and other required payments at the scheduled maturity thereof; provided,

in each case with respect to Subordinated Debt, that any such payment is in compliance with the terms of any applicable subordination

agreement entered into with the Administrative Agent on terms reasonably acceptable to the Administrative Agent.

15.            Prepayments,

Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy or obligate itself to do so prior to the scheduled

maturity thereof in any manner (including by the exercise of any right of setoff), or make any payment in violation of any subordination,

standstill or collateral sharing terms of or governing any Indebtedness, except (a) the prepayment of the Credit Extensions in accordance

with the terms of this Agreement, and (b) regularly scheduled or required repayments or redemptions of Indebtedness under the Indebtedness

set forth in Schedule 7.02 and refinancings and refundings of such Indebtedness in compliance with Section 7.02(b).

16.            Amendment,

Etc. of Indebtedness.

(a)            Amend,

modify or change in any manner any term or condition of any Subordinated Debt Document or give any consent, waiver or approval thereunder;

(b)            take

any other action in connection with any Subordinated Debt Document that would impair the value of the interest or rights of any Loan Party

thereunder or that would impair the rights or interests of the Administrative Agent or any Lender; or

(c)            amend,

modify or change in any manner any term or condition of any Indebtedness (other than Indebtedness arising under the Loan Documents) if

such amendment or modification would add or change any terms in a manner adverse to any Loan Party or any Subsidiary, or shorten the final

maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate

applicable thereto.

17.            Sanctions.

Directly or indirectly, use

any Credit Extension or the proceeds of any Credit Extension, or lend, contribute or otherwise make available such Credit Extension or

the proceeds of any Credit Extension to any Person, to fund any activities of or business with any Person, that, at the time of such funding,

is the subject of Sanctions, or in any other manner that will result in a violation by any Person (including any Person participating

in the transaction, whether as Lender, Arranger, Administrative Agent, L/C Issuer, Swingline Lender, or otherwise) of Sanctions.

18.            Anti-Corruption

Laws.

Directly or indirectly, use

any Credit Extension or the proceeds of any Credit Extension for any purpose which would breach the United States Foreign Corrupt Practices

Act of 1977, the UK Bribery Act 2010 and other anti-corruption legislation in other jurisdictions.

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19.            Holding

Company Status.

Notwithstanding anything to

the contrary contained herein, none of Pubco, Holdings or

Haymaker Subsidiary shall not:

(a)            except

as permitted in clause (e) below, incur, directly or indirectly, any Indebtedness or any

other obligation or liability whatsoever other than the Obligations and any other obligation under any Loan Document;

(b)            create

or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it (other than Liens pursuant

to any Loan Documentspermitted by clauses (a), (c), (e),

(f), (h), (j), (k), (m) or (n) of Section 7.01);

(c)            create

or acquire any direct Subsidiary or make or own any direct Investment in any Person other than in the Borrower and cash and Cash Equivalents;

(c)            (i) create

or acquire any direct Subsidiary (other than, with respect to Pubco, ownership of Holdings and Haymaker Subsidiary) or (ii) make

or own any direct Investment in any Person; provided that (A) Pubco, Holdings and Haymaker Subsidiary may make or own direct

Investments in the Borrower and in cash and Cash Equivalents, (B) Pubco may hold the Equity Interests in Holdings and Haymaker Subsidiary

and (C) Haymaker Subsidiary may make Investments in the Loan Parties in the form of unsecured subordinated intercompany loans so

long as such Indebtedness shall (i) to the extent required by the Administrative Agent, be evidenced by promissory notes which shall

be pledged to the Administrative Agent as Collateral for the Secured Obligations in accordance with the terms of the Security Agreement,

(ii) be on terms (including subordination terms) acceptable to the Administrative Agent and (iii) be otherwise permitted under

the provisions of Section 7.03;

(d)            fail

to hold itself out to the public as a legal entity separate and distinct from all other Persons; or

(e)            hold

any assets or incur any other obligations or liabilities, other than:

(i) the

performance of its obligations as a Guarantor,

(e)            engage

in any business or activity, hold any assets or incur any other liabilities, other than (i) the performance of its obligations as a Guarantor, (ii)(ii) (A) as

to Pubco, the direct or indirect ownership of all outstanding Equity Interests in Holdings,

the Haymaker Subsidiary, the Borrower and its Subsidiaries and

(B) as to Holdings, the direct or indirect ownership of all outstanding Equity Interests in the Borrower and its Subsidiaries,

(iii) maintaining its corporate or other organizational existence,

(iv)

(iii) maintaining

its corporate or other organizational existence and compliance with

Laws, including, without limitation, Sarbanes-Oxley Act of 2002, as amended from time to time, the Securities Act and the Exchange Act,

registration and reporting obligations and the rules of securities exchange companies with listed equity securities,

(iv) compliance

with any order, injunction, judgment, writ or decree of any Governmental Authority,

(v) resolution

of any actions, suits, proceedings, claims, disputes or arbitral award to which Pubco or its properties or revenues is subject,

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(vi) participating

in tax, accounting and other administrative activities as a member of the consolidated group of companies including the Loan Parties,

(v)

(vii) as

to Pubco, preparing reports to Governmental Authorities and its shareholders, including the filing of registration statements, convening

shareholder meetings and other meetings, and compliance with applicable and applicable reporting obligations under its organizational

documents and federal, state or other securities laws,

(viii) executing,

delivering and performing rights and obligations under the Loan Documents and any documents and agreement to any Acquisition or Investment

permitted hereunder to which it is a party,

(viix)

making any Restricted Payment permitted by Section 7.06, (vii) making

capital contributions to the Borrower,

(x) any

fundamental change permitted by Section 7.04,

(xi) making

capital contributions to the Borrower, directly or indirectly,

(viiixii)

executing, delivering and performing rights and obligations under any employment agreements,

management agreements (including the Management Agreement), consulting agreements and any documents related thereto, (ix)

(xiii) procurement

of, and obligations related to, directors’ and officers’ insurance and other insurance necessary or desirable in the business

judgment of the Loan Parties,

(xiv) incurrence

of any Indebtedness permitted to be incurred by Pubco or Holdings

under Section 7.01, (x) activities necessary or advisable to consummate the Transactions, (xi) any issuance or sale of its Equity Interests,

(including, without limitation, any Guarantee of Indebtedness

permitted to be incurred by Borrower and its Subsidiaries under Section 7.01),

(xv) activities

necessary or advisable to consummate the Transactions and the De-SPAC

Transaction, whether consummated on the De-SPAC Closing Date or thereafter,

(xvi) as

to Pubco, any issuance or sale of Pubco’s Equity Interests,

(xii)xvii)

recruiting, compensation and providing indemnification to officers and,

directors, consultants, managers and employees in the ordinary course

of business, and (xiii) any activities incidental

or reasonably related to the foregoing clauses (i) – (xii).

(xviii) any

activities incidental or reasonably related to the foregoing clauses (i) – (xvii),

including incurrence of costs, fees and expenses (including listing fees and reasonable legal, executive, consulting, management, accounting,

and other professional fees).

20.            Limitation

on Disqualified Equity Interests and Preferred Equity Interests.

Create,

incur, assume or suffer to exist any Preferred Equity, except:

(a) the

Preferred Equity outstanding on theIssue or sell or enter

into any agreement or arrangement for the issuance or sale of any Disqualified Equity Interests or preferred Equity Interests, except

Preferred Pubco Equity may be issued (A) on or about the De-SPAC Closing Date; and

137

(b)

in redemption or exchange of the Senior additional

Preferred Equity issuedor

(B) on or after the De-SPAC Closing Date so long as,

in each case:

(i) no

Default or Event of Default exists or would arise from the issuance thereof;

on

the date of the issuance thereof,

(ii) on

the date of the issuance thereof, (x) the Loan Parties are in compliance, on a Pro

Forma Basis, with the financial covenant set forth in Section 7.11(b);

and

a)            (y)for

all issuances of Preferred Pubco Equity other than Permitted Preferred Pubco Equity, the Consolidated Senior Leverage Ratio, calculated

on a Pro Forma Basis, shall be less than 2.50 to 1.00;

(iii) the

terms of such Preferred Pubco Equity shall (x) be

the same as the Preferred Equity outstanding on the Closing Date or (y) be in form and substance satisfactory to

the Administrative Agent (including dividend rate and any mandatory redemption date, if applicable, that exceeds the Maturity Date by

at least six (6) months); and

(iv) the

proceeds of such additional Preferred Equity are used solely to consummate a Permitted Acquisition; and

(v) each

Preferred Pubco Equity Holder of such additional

Preferred Pubco Equity is at all times subject to

the terms of thea

Preferred Equity Subordination Agreement.

M.

EVENTS OF DEFAULT AND REMEDIES

1.            Events

of Default.

Any of the following shall

constitute an event of default (each, an “Event of Default”):

(a)            Non-Payment.

The Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan

or any L/C Obligation or deposit any funds as Cash Collateral in respect of L/C Obligations, or (ii) within five (5) days after

the same becomes due, any interest on any Loan or on any L/C Obligation, or any fee due hereunder, or any other amount payable hereunder

or under any other Loan Document; or

(b)            Specific

Covenants. Any Loan Party fails to perform or observe any term, covenant or agreement contained in any of Section 6.01,

6.02, 6.03, 6.05, 6.08, 6.10, 6.11, 6.15, Article VII or Article X;

or

(c)            Other

Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a) or

(b) above) contained in this Agreement or any Loan other Document on its part to be performed or observed and such failure

continues for thirty (30) days after the earlier of (i) the first day on which any Loan Party obtains knowledge of such failure or

(ii) written notice thereof has been given to any Loan Party by the Administrative Agent or any Lender; or

138

(d)            Representations

and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Borrower

or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be

incorrect or misleading in any material respect (or any such representation, warranty, certification or statement that is qualified by

materiality or Material Adverse Effect shall be incorrect or misleading in any respect) when made or deemed made; or

(e)            Cross-Default.

(i) Any Loan Party or any Subsidiary thereof (A) fails to make any payment when due (whether by scheduled maturity, required

prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness

under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing

to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, or (B) fails to observe

or perform any other agreement or condition relating to any such Indebtedness or Guarantee or contained in any instrument or agreement

evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit

the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such

holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or

to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease

or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or Cash Collateral in respect

thereof to be demanded; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract)

resulting from (A) any event of default under such Swap Contract as to which a Loan Party or any Subsidiary thereof is the Defaulting

Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan

Party or any Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan

Party or such Subsidiary as a result thereof is greater than the Threshold Amount; or

(f)            Insolvency

Proceedings, Etc. Any Loan Party or any Subsidiary thereof institutes or consents to the institution of any proceeding under any Debtor

Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee,

custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver,

trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such

Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief

Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues

undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in any such proceeding; or

(g)            Inability

to Pay Debts; Attachment. (i) Any Loan Party or any Subsidiary thereof becomes unable or admits in writing its inability or fails

generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued

or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within thirty

(30) days after its issue or levy; or

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(h)            Judgments.

There is entered against any Loan Party or any Subsidiary thereof (i) one or more final judgments or orders for the payment of money

in an aggregate amount (as to all such judgments and orders) exceeding the Threshold Amount (to the extent not covered by independent

third-party insurance as to which the insurer is rated at least “A” by A.M. Best Company, has been notified of the potential

claim and does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or could reasonably be expected

to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced

by any creditor upon such judgment or order, or (B) there is a period of ten (10) consecutive days during which a stay of enforcement

of such judgment, by reason of a pending appeal or otherwise, is not in effect; or

(i)            ERISA.

(i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected

to result in liability of any Loan Party to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold

Amount, or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any

installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate

amount in excess of the Threshold Amount; or

(j)            Invalidity

of Loan Documents. Any payment provision, any financial covenant or any other material provision of any Loan Document, at any time

after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full

of all Obligations arising under the Loan Documents, ceases to be in full force and effect; or any Loan Party or any other Person contests

in any manner the validity or enforceability of any provision of any Loan Document; or any Loan Party denies that it has any or further

liability or obligation under any provision of any Loan Document, or purports to revoke, terminate or rescind any provision of any Loan

Document; or it is or becomes unlawful for a Loan Party to perform any of its obligations under the Loan Documents; or

(k)            Collateral

Documents. Any Collateral Document after delivery thereof pursuant to the terms of the Loan Documents shall for any reason cease to

create a valid and perfected first priority Lien (subject to Permitted Liens) on the Collateral purported to be covered thereby, or any

Loan Party shall assert the invalidity of such Liens; or

(l)            Change

of Control. There occurs any Change of Control; or

(i)            Subordination.

(i) Any of the subordination, standstill, payover and insolvency related provisions of any of the Subordinated Debt Documents (the

“Subordinated Provisions”) shall, in whole or in part, terminate, cease to be effective or cease to be legally

valid, binding and enforceable against any holder of the applicable Subordinated Debt; or (ii) the Borrower or any other Loan Party

shall, directly or indirectly, disavow or contest in any manner (A) the effectiveness, validity or enforceability of any of the Subordinated

Provisions, (B) that the Subordinated Provisions exist for the benefit of the Administrative Agent and the Secured Parties or (C) that

all payments of principal of or premium and interest on the applicable Subordinated Debt, or realized from the liquidation of any property

of any Loan Party, shall be subject to any of the Subordinated Provisions.

140

Without limiting the provisions

of Article IX, if a Default shall have occurred under the Loan Documents, then such Default will continue to exist until it

either is cured (to the extent specifically permitted) in accordance with the Loan Documents or is otherwise expressly waived by Administrative

Agent (with the approval of requisite Appropriate Lenders (in their sole discretion)) as determined in accordance with Section 11.01;

and once an Event of Default occurs under the Loan Documents, then such Event of Default will continue to exist until it is expressly

waived by the requisite Appropriate Lenders or by the Administrative Agent with the approval of the requisite Appropriate Lenders, as

required hereunder in Section 11.01.

2.            Remedies

upon Event of Default.

If any Event of Default occurs

and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all

of the following actions:

(a)            declare

the Commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon

such commitments and obligation shall be terminated;

(b)            declare

the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable

hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of

any kind, all of which are hereby expressly waived by the Borrower;

(c)            require

that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto); and

(d)            exercise

on behalf of itself, the Lenders and the L/C Issuer all rights and remedies available to it, the Lenders and the L/C Issuer under the

Loan Documents or Applicable Law or equity;

provided,

however, that upon the occurrence of an event described in Section 8.01(f) with respect to the Borrower, the Commitment

of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid

principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable,

and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each

case without further act of the Administrative Agent or any Lender.

141

3.            Borrower’s

Right to Cure.

8.03

Notwithstanding anything to the contrary contained in Sections 8.01 or 8.02:

(a)            Solely

for the purpose of determining whether an Event of Default has occurred as a result of the failure to comply with any Financial Covenants,

the Borrower may on one or more occasions designate a Specified Equity Contribution as a dollar-for-dollar increase to Consolidated EBITDA

for the applicable Fiscal Quarter; provided that (A) such Specified Equity Contribution (i) is actually received

by Borrower after the end of such Fiscal Quarter and on or prior to the tenth (10th) Business Day after the date on which financial statements

are required to be delivered with respect to such applicable Fiscal Quarter (the “Cure Expiration Date”) and

(ii) does not exceed the aggregate amount necessary to cure any Event of Default resulting from the failure to comply with any Financial

Covenant as of such date, (B) the Borrower shall have provided an irrevocable notice (the “Notice of Intent to Cure”)

to the Administrative Agent during such 10 Business Day period that such amounts are designated as a Specified Equity Contribution and

(C) the Borrower shall prepay the Loans with such net cash proceeds pursuant to Section 2.05(b)(ii)(A) on

or prior to the Cure Expiration Date. The Specified Equity Contribution shall be added to Consolidated EBITDA for the applicable Fiscal

Quarter and included in any Measurement Period that includes such Fiscal Quarter.

(b)            The

parties hereby acknowledge that any Specified Equity Contribution pursuant this Section 8.03 may not be relied on for any

purposes of calculating any financial ratio-based covenants, tests or conditions, determining pricing and any baskets with respect to

the covenants contained in the Loan Documents (including, without limitation, any based on Consolidated EBITDA) other than for determining

actual compliance with the Financial Covenants and shall not result in any adjustment to any amounts with respect to the Fiscal Quarter

with respect to which such Specified Equity Contribution was made (or the period after such Fiscal Quarter but before delivery of the

Notice of Intent to Cure) other than the amount of and for the purposes of the Consolidated EBITDA referred to in Section 8.03(a) above.

(c)            In

furtherance of Section 8.03(a) above, (i) upon actual receipt and designation of the Specified Equity Contribution

by Borrower and the prepayment of the Loans pursuant to Section 2.05(b)(ii)(A),

the Financial Covenants with respect to such Fiscal Quarter shall be deemed retroactively cured with the same effect as though there had

been no failure to comply with the Financial Covenants with respect to such Fiscal Quarter and any Event of Default or Default under Section 7.11(a) or

(b) with respect to such Fiscal Quarter shall be deemed not to have occurred for purposes of the Loan Documents, (ii) no

Lender or L/C Issuer shall be required to make any Credit Extension hereunder during the ten (10) Business Day period referred to

above unless Borrower has actually received the proceeds of the Specified Equity Contribution (and prepaid the Loans pursuant to Section 2.05(b)(ii)(A)),

(iii) no Loan Party nor any Subsidiary thereof shall be permitted to make any Restricted Payments during the ten (10) Business

Day period referred to above unless Borrower has actually received the proceeds of the Specified Equity Contribution (and prepaid the

Loans pursuant to Section 2.05(b)(ii)(A))

and no Restricted Payments shall be made with the proceeds of any Specified Equity Contribution and (iv) unless necessary to prevent

fraud, material impairment of the rights of the Administrative Agent or Lenders under this Agreement or the tolling of an applicable statute

of limitations, neither the Administrative Agent nor any Lender may exercise any rights or remedies under Section 8.02 (or

under any other Loan Document) solely on the basis of any Default or Event of Default resulting from the failure to comply with any Financial

Covenants with respect to such Fiscal Quarter following receipt of a Notice of Intent to Cure until the earlier of (i) the Cure Expiration

Date has occurred without the Specified Equity Contribution having been received (or the Loans not being prepaid pursuant to Section 2.05(b)(ii)(A))

and (ii) the Borrower provide written notice to the Administrative Agent of its intent not to further comply with its obligations

to exercise its rights under this Section 8.03.

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(d)            (i) In

each period of four consecutive Fiscal Quarters, there shall be at least two Fiscal Quarters in which no cure right set forth in this

Section 8.03 is exercised, (ii) in each Fiscal Year, there shall not be more than one (1) cure right exercised pursuant

to this Section 8.03, (iii) there shall be no exercise of the cure right set forth in this Section 8.03 in

consecutive Fiscal Quarters and (iv) there shall be no pro forma reduction in Indebtedness (through either netting of cash or the

prepayment of the Loans) with the Specified Equity Contribution for determining compliance the Financial Covenants for the Fiscal Quarter

with respect to which such Specified Equity Contribution was made.

(e)            There

can be no more than three (3) Fiscal Quarters in which the cure rights set forth in this Section 8.03 are exercised during

the term of this Agreement.

4.            Application

of Funds.

(a)            After

the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable

and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02)

or if at any time insufficient funds are received by and available to the Administrative Agent to pay fully all Secured Obligations then

due hereunder, any amounts received on account of the Secured Obligations shall, subject to the provisions of Sections 2.14 and

2.15, be applied by the Administrative Agent in the following order:

First,

to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges

and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative

Agent in its capacity as such;

Second,

to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal, interest

and Letter of Credit Fees) payable to the Lenders and the L/C Issuer (including fees, charges and disbursements of counsel to the respective

Lenders and the L/C Issuer arising under the Loan Documents and amounts payable under Article III), ratably among them in

proportion to the respective amounts described in this Second clause payable to them;

Third,

to payment of that portion of the Secured Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans,

L/C Borrowings and other Secured Obligations arising under the Loan Documents, ratably among the Lenders and the L/C Issuer in proportion

to the respective amounts described in this Third clause payable to them;

Fourth,

to payment of that portion of the Secured Obligations constituting unpaid principal of the Loans, L/C Borrowings and Secured Obligations

then owing under Secured Hedge Agreements and Secured Cash Management Agreements and to the to the Administrative Agent for the account

of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit

to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.03 and 2.14, in each case ratably

among the Administrative Agent, the Lenders, the L/C Issuer, the Hedge Banks and the Cash Management Banks in proportion to the respective

amounts described in this Fourth clause held by them; and

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Last,

the balance, if any, after all of the Secured Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required

by Law.

(b)            Subject

to Sections 2.03(c) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit

pursuant to the Fourth clause above shall be applied to satisfy drawings under such Letters of Credit as they occur. If

any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount

shall be applied to the other Secured Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any

Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect

to payments from other Loan Parties to preserve the allocation to Secured Obligations otherwise set forth above in this Section 8.04.

(c)            Notwithstanding

the foregoing, Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from

the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting

documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each

Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall,

by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article IX

for itself and its Affiliates as if a “Lender” party hereto.

N.

ADMINISTRATIVE AGENT

1.            Appointment

and Authority.

(a)            Appointment.

Each of the Lenders and the L/C Issuer hereby irrevocably appoints, designates and authorizes Bank of America to act on its behalf as

the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on

its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such

actions and powers as are reasonably incidental thereto. The provisions of this Article IX are solely for the benefit of the

Administrative Agent, the Lenders and the L/C Issuer, and neither the Borrower nor any other Loan Party shall have rights as a third party

beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other

Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other

implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead such term is used as a matter of market

custom, and is intended to create or reflect only an administrative relationship between contracting parties.

(b)            Collateral

Agent. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders

(including in its capacities as a potential Hedge Bank, and a potential Cash Management Bank) and the L/C Issuer hereby irrevocably appoints

and authorizes the Administrative Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing

any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Secured Obligations, together with such powers

and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and

any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05 for purposes

of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising

any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of

this Article IX and Article XI (including Section 11.04(c), as though such co-agents, sub-agents and

attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

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2.            Rights

as a Lender.

The Person serving as the

Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise

the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise

expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its

individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor

or in any other advisory capacity for and generally engage in any kind of banking, trust, financial, advisory, underwriting or other business

with any Loan Party or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without

any duty to account therefor to the Lenders or to provide notice to or consent of the Lenders with respect thereto.

3.            Exculpatory

Provisions.

(a)            The

Administrative Agent or the Arranger, as applicable, shall not have any duties or obligations except those expressly set forth herein

and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing,

the Administrative Agent or the Arranger, as applicable, and its Related Parties:

a)            shall

not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

b)            shall

not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly

contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the

Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents),

provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel,

may expose the Administrative Agent to liability or that is contrary to any Loan Document or Applicable Law, including for the avoidance

of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification

or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and

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c)            shall

not have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, to any Lender or the L/C Issuer

any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness

of any of the Loan Parties or any of their Affiliates that is communicated to, or in the possession of, the Administrative Agent, Arrangers

or any of their Related Parties in any capacity, except for notices, reports and other documents expressly required to be furnished to

the Lenders by the Administrative Agent herein.

(b)            Neither

the Administrative Agent nor any of its Related Parties shall be liable for any action taken or not taken by the Administrative Agent

under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby or thereby (i) with

the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary), or as

the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 11.01

and 8.02) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction

by final and non-appealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice

describing such Default is given in writing to the Administrative Agent by the Borrower, a Lender or the L/C Issuer.

(c)            Neither

the Administrative Agent nor any of its Related Parties have any duty or obligation to any Lender or participant or any other Person to

ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other

Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection

herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth

herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement,

any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported

to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (vi) the satisfaction of any

condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered

to the Administrative Agent.

4.            Reliance

by Administrative Agent.

The Administrative Agent shall

be entitled to rely upon, and shall be fully protected in relying and shall not incur any liability for relying upon, any notice, request,

certificate, communication, consent, statement, instrument, document or other writing (including any electronic message, Internet

or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated

by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to

have been made by the proper Person, and shall be fully protected in relying and shall not incur any liability for relying thereon. In

determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter

of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the Administrative Agent may presume

that such condition is satisfactory to such Lender or the L/C Issuer unless the Administrative Agent shall have received notice to the

contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative

Agent may consult with legal counsel (who may be counsel for the Loan Parties), independent accountants and other experts selected by

it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or

experts. For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed

this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required

thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received

notice from such Lender prior to the proposed Closing Date specifying its objections.

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5.            Delegation

of Duties.

The Administrative Agent may

perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one

or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its

duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article IX

shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their

respective activities in connection with the syndication of the Facilities as well as activities as Administrative Agent. The Administrative

Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction

determines in a final and non-appealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the

selection of such sub-agents.

6.            Resignation

of Administrative Agent.

(a)            Notice.

The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuer and the Borrower. Upon receipt

of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor,

which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no

such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after

the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the

“Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on

behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above; provided

that in no event shall any successor Administrative Agent be a Defaulting Lender. Whether or not a successor has been appointed, such

resignation shall become effective in accordance with such notice on the Resignation Effective Date.

(b)            Effect

of Resignation. With effect from the Resignation Effective Date (i) the retiring Administrative Agent shall be discharged from

its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the

Administrative Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Administrative Agent shall

continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) except for any

indemnity payments or other amounts then owed to the retiring Administrative Agent, all payments, communications and determinations

provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the L/C Issuer directly,

until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of

a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights,

powers, privileges and duties of the retiring Administrative Agent (other than as provided in Section 3.01(g) and other

than any rights to indemnity payments or other amounts owed to the retiring Administrative Agent as of the Resignation Effective Date),

and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents

(if not already discharged therefrom as provided above in this Section 9.06). The fees payable by the Borrower to a successor

Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor.

After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article XI

and Section 11.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their

respective Related Parties in respect of any actions taken or omitted to be taken by any of them (A) while the retiring Administrative

Agent was acting as Administrative Agent and (B) after such resignation for as long as any of them continues to act in any capacity

hereunder or under the other Loan Documents, including, without limitation, (1) acting as collateral agent or otherwise holding any

collateral security on behalf of any of the Secured Parties and (2) in respect of any actions taken in connection with transferring

the agency to any successor Administrative Agent.

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(j)            L/C

Issuer and Swingline Lender. Any resignation or removal by Bank of America as Administrative Agent pursuant to this Section 9.06

shall also constitute its resignation as L/C Issuer and Swingline Lender. If Bank of America resigns as the L/C Issuer, it shall retain

all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the

effective date of its resignation as the L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders

to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c). If Bank of America

resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans

made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate

Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.04(c). Upon the appointment by the

Borrower of a successor L/C Issuer or Swingline Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting

Lender), (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring

L/C Issuer or Swingline Lender, as applicable, (ii) the retiring L/C Issuer and Swingline Lender shall be discharged from all of

their respective duties and obligations hereunder or under the other Loan Documents, and (iii) the successor L/C Issuer shall issue

Letters of Credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements

satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.

7.            Non-Reliance

on Administrative Agent, the Arrangers and the Other Lenders.

Each Lender and the L/C Issuer

expressly acknowledges that none of the Administrative Agent nor any of the Arrangers has made any representation or warranty to it, and

that no act by the Administrative Agent or any of the Arrangers hereafter taken, including any consent to, and acceptance of any assignment

or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by the

Administrative Agent or any Arranger to any Lender or the L/C Issuer as to any matter, including whether the Administrative Agent or any

Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and the L/C Issuer represents

to the Administrative Agent and the Arrangers that it has, independently and without reliance upon the Administrative Agent, any Arranger,

any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own

credit analysis of, appraisal of, and investigation into, the business, prospects, operations, property, financial and other condition

and creditworthiness of the Loan Parties and their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions

contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder. Each Lender

and the L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Arrangers, any

other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate,

continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement,

any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as

it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness

of the Loan Parties. Each Lender and the L/C Issuer represents and warrants that (i) the Loan Documents set forth the terms of a

commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is

entering into this Agreement as a Lender or L/C Issuer for the purpose of making, acquiring or holding commercial loans and providing

other facilities set forth herein as may be applicable to such Lender or L/C Issuer, and not for the purpose of purchasing, acquiring

or holding any other type of financial instrument, and each Lender and the L/C Issuer agrees not to assert a claim in contravention of

the foregoing. Each Lender and the L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire

and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such L/C Issuer,

and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide

such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities.

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8.            No

Other Duties, Etc.

Anything herein to the contrary

notwithstanding, none of the titles listed on the cover page hereof shall have any powers, duties or responsibilities under this

Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, the Arranger, a Lender

or the L/C Issuer hereunder.

9.            Administrative

Agent May File Proofs of Claim; Credit Bidding.

(a)            In

case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative

Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration

or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered,

by intervention in such proceeding or otherwise:

a)            to

file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and

all other Secured Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to

have the claims of the Lenders, the L/C Issuer and the Administrative Agent (including any claim for the reasonable compensation, expenses,

disbursements and advances of the Lenders, the L/C Issuer and the Administrative Agent and their respective agents and counsel and all

other amounts due the Lenders, the L/C Issuer and the Administrative Agent under Sections 2.03(h) and (i), 2.09,

2.10(b) and 11.04) allowed in such judicial proceeding; and

b)            to

collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

149

and any custodian, receiver, assignee,

trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the

L/C Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making

of such payments directly to the Lenders and the L/C Issuer, to pay to the Administrative Agent any amount due for the reasonable compensation,

expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative

Agent under Sections 2.09, 2.10(b) and 11.04.

(b)            Nothing

contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any

Lender or the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Secured Obligations or the rights

of any Lender or the L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender or the L/C Issuer

or in any such proceeding.

(c)            The

Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or

any portion of the Secured Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the Secured

Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more

acquisition vehicles) all or any portion of the Collateral (i) at any sale thereof conducted under the provisions of the Bankruptcy

Code of the United States, including under Sections 363, 1123 or 1129 of the Bankruptcy Code of the United States, or any similar Laws

in any other jurisdictions to which a Loan Party is subject, (ii) at any other sale or foreclosure or acceptance of collateral in

lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise)

in accordance with any Applicable Law. In connection with any such credit bid and purchase, the Secured Obligations owed to the Secured

Parties shall be entitled to be, and shall be, credit bid on a ratable basis (with Secured Obligations with respect to contingent or unliquidated

claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in

an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset

or assets so purchased (or in the Equity Interests or debt instruments of the acquisition vehicle or vehicles that are used to consummate

such purchase). In connection with any such bid (A) the Administrative Agent shall be authorized to form one or more acquisition

vehicles to make a bid, (B) to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided

that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets

or Equity Interests thereof shall be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination

of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in clauses (a)(i) through

(ix) of Section 11.01 of this Agreement), and (C) to the extent that Secured Obligations that are assigned

to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because

the amount of Secured Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle

or otherwise), such Secured Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interests and/or

debt instruments issued by any acquisition vehicle on account of the Secured Obligations that had been assigned to the acquisition vehicle

shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action.

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10.            Collateral

and Guaranty Matters.

(a)            Each

of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) and the L/C Issuer irrevocably

authorize the Administrative Agent, at its option and in its discretion,

a)            to

release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon the Facility Termination

Date, (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale

or other disposition permitted hereunder or under any other Loan Document, or (iii) if approved, authorized or ratified in writing

by the Required Lenders in accordance with Section 11.01;

b)            to

subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien

on such property that is permitted by Section 7.01(i); and

c)            to

release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted

under the Loan Documents.

(b)            Upon

request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority

to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under

the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative

Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably

request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents

or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance

with the terms of the Loan Documents and this Section 9.10.

(c)            The

Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding

the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien

thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable

to the Lenders for any failure to monitor or maintain any portion of the Collateral.

11.            Secured

Cash Management Agreements and Secured Hedge Agreements.

Except as otherwise expressly

set forth herein or in the Guaranty or any Collateral Document, no Cash Management Bank or Hedge Bank that obtains the benefit of the

provisions of Section 8.04, the Guaranty or any Collateral by virtue of the provisions hereof or the Collateral Document shall

have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or

otherwise in respect of the Collateral (including the release or impairment of any Collateral) (or to notice of or to consent to any amendment,

waiver or modification of the provisions hereof or of the Guaranty or any Collateral Document) other than in its capacity as a Lender

and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article IX

to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have

been made with respect to, Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements except to

the extent expressly provided herein and unless the Administrative Agent has received a Secured Party Designation Notice of such Secured

Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management

Bank or Hedge Bank, as the case may be. The Administrative Agent shall not be required to verify the payment of, or that other satisfactory

arrangements have been made with respect to, Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements

in the case of a Facility Termination Date.

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12.            Certain

ERISA Matters.

(a)            Each

Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the

date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative

Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the following

is and will be true:

a)            such

Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit

Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters

of Credit, the Commitments, or this agreement,

b)            the

transaction exemption set forth in one or more PTEs, such as PTE 84–14 (a class exemption for certain transactions determined by

independent qualified professional asset managers), PTE 95–60 (a class exemption for certain transactions involving insurance company

general accounts), PTE 90–1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE

91–38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96–23 (a class exemption

for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation

in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,

c)            (A) such

Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE

84–14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into,

participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into,

participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies

the requirements of sub-sections (b) through (g) of Part I of PTE 84–14 and (D) to the best knowledge of such

Lender, the requirements of subsection (a) of Part I of PTE 84–14 are satisfied with respect to such Lender’s

entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,

or

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d)            such

other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and

such Lender.

(b)            In

addition, unless either (1) clause (i) in the immediately preceding clause (a) is true with respect to a

Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with clause (iv) in the

immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender

party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being

a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the

Borrower or any other Loan Party, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved

in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments

and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement,

any Loan Document or any documents related hereto or thereto).

13.            Recovery

of Erroneous Payments.

Without limitation of any

other provision in this Agreement, if at any time the Administrative Agent makes a payment hereunder in error to any Lender Recipient

Party, whether or not in respect of an Obligation due and owing by the Borrower at such time, where such payment is a Rescindable Amount,

then in any such event, each Lender Recipient Party receiving a Rescindable Amount severally agrees to repay to the Administrative Agent

forthwith on demand the Rescindable Amount received by such Lender Recipient Party in immediately available funds in the currency so received,

with interest thereon, for each day from and including the date such Rescindable Amount is received by it to but excluding the date of

payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance

with banking industry rules on interbank compensation. Each Lender Recipient Party irrevocably waives any and all defenses, including

any “discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third

party in respect of a debt owed by another) or similar defense to its obligation to return any Rescindable Amount.  The Administrative

Agent shall inform each Lender Recipient Party promptly upon determining that any payment made to such Lender Recipient Party comprised,

in whole or in part, a Rescindable Amount.

O.

CONTINUING GUARANTY

1.            Guaranty.

Each Guarantor hereby absolutely

and unconditionally, jointly and severally guarantees, as primary obligor and as a guaranty of payment and performance and not merely

as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or

otherwise, and at all times thereafter, of any and all Secured Obligations (for each Guarantor, subject to the proviso in this sentence,

its “Guaranteed Obligations”); provided that (a) the Guaranteed Obligations of a Guarantor shall

exclude any Excluded Swap Obligations with respect to such Guarantor and (b) the liability of each Guarantor individually with respect

to this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject

to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law.

Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and liabilities,

or portion thereof, which may be or hereafter become unenforceable or compromised or shall be an allowed or disallowed claim under any

proceeding or case commenced by or against any debtor under any Debtor Relief Laws. The Administrative Agent’s books and records

showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor,

and conclusive for the purpose of establishing the amount of the Secured Obligations. This Guaranty shall not be affected by the genuineness,

validity, regularity or enforceability of the Secured Obligations or any instrument or agreement evidencing any Secured Obligations, or

by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance

relating to the Secured Obligations which might otherwise constitute a defense to the obligations of the Guarantors, or any of them, under

this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any

or all of the foregoing.

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2.            Rights

of Lenders.

Each Guarantor consents and

agrees that the Secured Parties may, at any time and from time to time, without notice or demand, and without affecting the enforceability

or continuing effectiveness hereof: (a) amend, extend, renew, compromise, discharge, accelerate or otherwise change the time for

payment or the terms of the Secured Obligations or any part thereof; (b) take, hold, exchange, enforce, waive, release, fail to perfect,

sell, or otherwise dispose of any security for the payment of this Guaranty or any Secured Obligations; (c) apply such security and

direct the order or manner of sale thereof as the Administrative Agent, the L/C Issuer and the Lenders in their sole discretion may determine;

and (d) release or substitute one or more of any endorsers or other guarantors of any of the Secured Obligations. Without limiting

the generality of the foregoing, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or

to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such

Guarantor.

3.            Certain

Waivers.

Each Guarantor waives (a) any

defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever

(including any act or omission of any Secured Party) of the liability of the Borrower or any other Loan Party; (b) any defense based

on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party;

(c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (d) any right to proceed

against the Borrower or any other Loan Party, proceed against or exhaust any security for the Secured Obligations, or pursue any other

remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter

held by any Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived

from or afforded by Applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all

setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests,

notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Secured

Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations.

4.            Obligations

Independent.

The obligations of each Guarantor

hereunder are those of primary obligor, and not merely as surety, and are independent of the Secured Obligations and the obligations of

any other guarantor, and a separate action may be brought against each Guarantor to enforce this Guaranty whether or not the Borrower

or any other person or entity is joined as a party.

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5.            Subrogation.

No Guarantor shall exercise

any right of subrogation, contribution, indemnity, reimbursement or similar rights with respect to any payments it makes under this Guaranty

until all of the Secured Obligations and any amounts payable under this Guaranty have been indefeasibly paid and performed in full and

the Commitments and the Facilities are terminated. If any amounts are paid to a Guarantor in violation of the foregoing limitation, then

such amounts shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to reduce

the amount of the Secured Obligations, whether matured or unmatured.

6.            Termination;

Reinstatement.

This Guaranty is a continuing

and irrevocable guaranty of all Secured Obligations now or hereafter existing and shall remain in full force and effect until the Facility

Termination Date. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may

be, if any payment by or on behalf of the Borrower or a Guarantor is made, or any of the Secured Parties exercises its right of setoff,

in respect of the Secured Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated,

declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any of the Secured

Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor

Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Secured Parties

are in possession of or have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The

obligations of each Guarantor under this Section 10.06 shall survive termination of this Guaranty.

7.            Stay

of Acceleration.

If acceleration of the time

for payment of any of the Secured Obligations is stayed, in connection with any case commenced by or against a Guarantor or the Borrower

under any Debtor Relief Laws, or otherwise, all such amounts shall nonetheless be payable by each Guarantor, jointly and severally, immediately

upon demand by the Secured Parties.

8.            Condition

of Borrower.

Each Guarantor acknowledges

and agrees that it has the sole responsibility for, and has adequate means of, obtaining from the Borrower and any other guarantor such

information concerning the financial condition, business and operations of the Borrower and any such other guarantor as such Guarantor

requires, and that none of the Secured Parties has any duty, and such Guarantor is not relying on the Secured Parties at any time, to

disclose to it any information relating to the business, operations or financial condition of the Borrower or any other guarantor (each

Guarantor waiving any duty on the part of the Secured Parties to disclose such information and any defense relating to the failure to

provide the same).

9.            Appointment

of Borrower.

Each of the Loan Parties hereby

appoints the Borrower to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic

platforms entered into in connection herewith and agrees that (a) the Borrower may execute such documents and provide such authorizations

on behalf of such Loan Parties as the Borrower deems appropriate in its sole discretion and each Loan Party shall be obligated by all

of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative

Agent, L/C Issuer or a Lender to the Borrower shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C

Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower

on behalf of each of the Loan Parties.

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10.            Right

of Contribution.

The Guarantors agree among

themselves that, in connection with payments made hereunder, each Guarantor shall have contribution rights against the other Guarantors

as permitted under Applicable Law.

11.            Keepwell.

Each Loan Party that is a

Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien under the Loan Documents, in each case, by any Specified Loan

Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably

undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by

such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation

(but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s

obligations and undertakings under this Article X voidable under Applicable Law relating to fraudulent conveyance or fraudulent

transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 10.11

shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party

intends this Section 10.11 to constitute, and this Section 10.11 shall be deemed to constitute, a guarantee of

the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes

of the Commodity Exchange Act.

P.

MISCELLANEOUS

1.            Amendments,

Etc.

(a)            Subject

to Section 3.03, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any

departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or by

the Administrative Agent with the consent of the Required Lenders) and the Borrower or the applicable Loan Party, as the case may be,

and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for

the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:

a)            extend

or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written

consent of such Lender (it being understood and agreed that a waiver of any condition precedent in Section 4.02 or of any

Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);

b)            postpone

any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest,

fees or other amounts due to the Lenders (or any of them) hereunder or under such other Loan Document without the written consent of each

Lender entitled to such payment;

156

c)            reduce

the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (A) of the

second proviso to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document without

the written consent of each Lender entitled to such amount; provided, however, that only the consent of the Required Lenders

shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest

or Letter of Credit Fees at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein)

even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable

hereunder;

d)            (i) change

Section 8.04 or Section 2.13 in a manner that would have the effect of altering the ratable reduction of Commitments,

pro rata payments or pro rata sharing of payments required hereunder without the written consent of each Lender or (ii) change Section 2.12(f) in

a manner that would alter the pro rata application required thereby without the written consent of each Lender directly affected

thereby or (iii) subordinate, or have the effect of subordinating, the Obligations hereunder or the Liens on the Collateral

hereunder to any other Indebtedness or other obligation, or (iv) release, or have the effect of releasing, all or substantially all

of the value of the Guarantees of the Obligations, in each case, without the written consent of each Lender;

e)            change any

provision of this Section 11.01 or the definition of “Required Lenders” or “Required Class Lenders”

or any other provision of any Loan Document specifying the number or percentage of Lenders required to amend, waive or otherwise modify

any rights hereunder or thereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;

f)            release

all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender;

g)            release

all or substantially all of the value of the Guaranty, without the written consent of each Lender, except to the extent the release of

any Subsidiary from the Guaranty is permitted pursuant to Section 9.10 (in which case such release may be made by the Administrative

Agent acting alone);

h)            release

the Borrower or permit the Borrower to assign or transfer any of its rights or obligations under this Agreement or the other Loan Documents

without the consent of each Lender; or

i)            directly

and materially adversely affect the rights of Lenders holding Commitments or Loans of one Class differently from the rights of Lenders

holding Commitments or Loans of any other Class without the written consent of the applicable Required Class Lenders;

157

and provided, further,

that (A) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required

above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued

or to be issued by it; (B) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition

to the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (C) no amendment, waiver

or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights

or duties of the Administrative Agent under this Agreement or any other Loan Document; and (D) the Fee Letter and

the First Amendment Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties

thereto.

(b)            Notwithstanding

anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or

consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender,

or all Lenders or each affected Lender under a Facility, may be effected with the consent of the applicable Lenders other than Defaulting

Lenders), except that (A) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender

and (B) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender, or all Lenders or each

affected Lender under a Facility, that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected

Lenders shall require the consent of such Defaulting Lender; (ii) each Lender is entitled to vote as such Lender sees fit on any

bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of

the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iii) the Required Lenders

shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and

such determination shall be binding on all of the Lenders.

(c)            Notwithstanding

anything to the contrary herein, this Agreement may be amended and restated without the consent of any Lender (but with the consent of

the Borrower and the Administrative Agent) if, upon giving effect to such amendment and restatement, such Lender shall no longer be a

party to this Agreement (as so amended and restated), the Commitments of such Lender shall have terminated, such Lender shall have no

other commitment or other obligation hereunder and shall have been paid in full all principal, interest and other amounts owing to it

or accrued for its account under this Agreement.

(d)            Notwithstanding

any provision herein to the contrary, if the Administrative Agent and the Borrower acting together identify any ambiguity, omission, mistake,

typographical error or other defect in any provision of this Agreement or any other Loan Document (including the schedules and exhibits

thereto), then the Administrative Agent and the Borrower shall be permitted to amend, modify or supplement such provision to cure such

ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without any further action

or consent of any other party to this Agreement.

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2.            Notices;

Effectiveness; Electronic Communications.

(a)            Notices

Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided

in clause (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered

by hand or overnight courier service, mailed by certified or registered mail or sent by fax transmission or e-mail transmission as follows,

and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone

number, as follows:

a)            if

to HoldingsPubco,

the Borrower or any other Loan Party, the Administrative Agent, the L/C Issuer or the Swingline Lender, to the address, fax number, e-mail

address or telephone number specified for such Person on Schedule 1.01(a); and

b)            if

to any other Lender, to the address, fax number, e-mail address or telephone number specified in its Administrative Questionnaire (including,

as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then in effect for the

delivery of notices that may contain material non-public information relating to the Borrower).

Notices and other

communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given

when received; notices and other communications sent by fax transmission shall be deemed to have been given when sent (except that, if

not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business

Day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in clause

(b) below shall be effective as provided in such clause (b).

This Agreement was prepared by:

Greenberg Traurig, LLP

2200 Ross Ave.

Suite 5200

Dallas, Texas 75201

Attention: [*****]

Phone: [*****]

E-mail: [*****]

(b)            Electronic

Communications.

a)            Notices

and other communications to the Administrative Agent, the Lenders, the Swingline Lender and the L/C Issuer hereunder may be delivered

or furnished by electronic communication (including e-mail, FPML messaging, and Internet or intranet websites) pursuant to an electronic

communications agreement (or such other procedures approved by the Administrative Agent in its sole discretion); provided that

the foregoing shall not apply to notices to any Lender, the Swingline Lender or the L/C Issuer pursuant to Article II if such

Lender, the Swingline Lender or the L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving

notices under such Article II by electronic communication. The Administrative Agent, the Swingline Lender, the L/C Issuer

or the Borrower may each, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications

pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

159

b)            Unless

the Administrative Agent otherwise prescribes, (A) notices and other communications sent to an e-mail address shall be deemed received

upon the sender’s receipt of an acknowledgment from the intended recipient (such as by the “return receipt requested”

function, as available, return e-mail or other written acknowledgement) and (B) notices and other communications posted to an Internet

or intranet website shall be deemed received by the intended recipient upon the sender’s receipt of an acknowledgement from the

intended recipient (such as by the “return receipt requested” function, as available, return e-mail address or other written

acknowledgement) indicating that such notice or communication is available and identifying the website address therefor; provided

that for both clauses (A) and (B), if such notice or other communication is not sent during the normal business hours

of the recipient, such notice, email or communication shall be deemed to have been sent at the opening of business on the next Business

Day for the recipient.

(c)            The

Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW)

DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY

FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY

WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER

CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative

Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to Holdingsany

Guarantor, the Borrower, any Lender, the L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of

any kind (whether in tort, contract or otherwise) arising out of the Borrower’s, any Loan Party’s or the Administrative Agent’s

transmission of Borrower Materials or notices through the Platform, any other electronic platform or electronic messaging service, or

through the Internet.

(d)            Change

of Address, Etc. Each of the Holdings, BorrowerLoan

Parties, the Administrative Agent, the L/C Issuer and the Swingline Lender may change its address, fax number or telephone number

or e-mail address for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change

its address, fax number or telephone number or e-mail address for notices and other communications hereunder by notice to the Borrower,

the Administrative Agent, the L/C Issuer and the Swingline Lender. In addition, each Lender agrees to notify the Administrative Agent

from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number,

fax number and e-mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such

Lender. Furthermore, each Public Lender agrees to cause at least one (1) individual at or on behalf of such Public Lender to at

all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform

in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and Applicable

Law, including United States federal and state securities Laws, to make reference to Borrower Materials that are not made available through

the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to

the Borrower or its securities for purposes of United States federal or state securities laws.

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(e)            Reliance

by Administrative Agent, L/C Issuer and Lenders. The Administrative Agent, the L/C Issuer and the Lenders shall be entitled to rely

and act upon any notices (including, without limitation, telephonic or electronic notices, Loan Notices, Letter of Credit Applications,

Notice of Loan Prepayment and Swingline Loan Notices) purportedly given by or on behalf of any Loan Party even if (i) such notices

were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein,

or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Loan Parties shall indemnify

the Administrative Agent, the L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities

resulting from the reliance by such Person on each notice purportedly given by or on behalf of a Loan Party. All telephonic notices to

and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties

hereto hereby consents to such recording.

3.              No

Waiver; Cumulative Remedies; Enforcement.

(a)            No

failure by any Lender, the L/C Issuer or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right,

remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial

exercise of any right, remedy, power or privilege hereunder or under any other Loan Document preclude any other or further exercise thereof

or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided

under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

(b)            Notwithstanding

anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under

the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law

in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02

for the benefit of all the Lenders and the L/C Issuer; provided, however, that the foregoing shall not prohibit (a) the

Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative

Agent) hereunder and under the other Loan Documents, (b) the L/C Issuer or the Swingline Lender from exercising the rights and remedies

that inure to its benefit (solely in its capacity as L/C Issuer or Swingline Lender, as the case may be) hereunder and under the other

Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 11.08 (subject to the terms

of Section 2.13), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf

during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further,

that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the

Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in

addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to

Section 2.13, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and

as authorized by the Required Lenders.

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4.              Expenses;

Indemnity; Damage Waiver.

(a)            Costs

and Expenses. The Loan Parties shall pay within ten (10) Business Days of demand therefor (i) all reasonable and documented

out-of-pocket expenses actually incurred by the Administrative Agent and its Affiliates (including, but not limited to, (A) the

reasonable and documented fees, charges and disbursements of one primary firm of counsel for the Administrative Agent and its Affiliates

(taken as a whole) and (B) due diligence expenses), in connection with the syndication of the credit facilities provided for herein,

the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments,

modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be

consummated), (ii) all reasonable out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment,

extension, reinstatement or renewal of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses

incurred by the Administrative Agent, any Lender or the L/C Issuer (including the fees, charges and disbursements of (x) one primary

firm of counsel for the Administrative Agent, L/C Issuer and the Lenders, taken as a whole, (y) if reasonably necessary, of one

local firm of counsel in any relevant jurisdiction to all such Persons, taken as a whole and (z) solely in the case of an actual

or potential conflict of interest, one additional firm of counsel to all affected parties, taken as a whole), in connection with the

enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights

under this Section 11.04, or (B) in connection with Loans made or Letters of Credit issued hereunder, including all

such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

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(b)            Indemnification

by the Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C

Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”)

against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the

fees, charges and disbursements of any counsel (but limited, in the case of legal fees and expenses, to one firm of counsel to the Indemnitees,

taken as a whole, and, solely in the case of an actual or potential conflict of interest, one additional firm of counsel to all affected

Indemnitees, taken as a whole (and, if reasonably necessary, of one local firm of counsel in each relevant jurisdiction to all such Persons,

taken as a whole)) for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower

or any other Loan Party) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement,

any other Loan Document or any agreement or instrument contemplated hereby or thereby (including, without limitation, the Indemnitee’s

reliance on any Communication executed using an Electronic Signature, or in the form of an Electronic Record), the performance by the

parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or

thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of

this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any

Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand

for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms

of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned,

leased or operated by a Loan Party or any of its Subsidiaries, or any Environmental Liability related in any way to a Loan Party or any

of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing,

whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party, and

regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN

WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such

indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses

(x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence

or willful misconduct of such Indemnitee or,

(y) result from a claim brought by any Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations

hereunder or under any other Loan Document, if such Loan Party has obtained a final and nonappealable judgment in its favor on such claim

as determined by a court of competent jurisdiction or (z) result from

a claim not involving an act or omission of the Borrower and that is brought by an Indemnitee against another Indemnitee (other than

against any Arranger or the Administrative Agent in their capacities as such). Without limiting the provisions of Section 3.01(c),

this Section 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc.

arising from any non-Tax claim.

(c)            Reimbursement

by Lenders. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under clauses (a) or (b) of

this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swingline

Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent),

the L/C Issuer, the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of

the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit

Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment

to be made severally among them based on such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed

expense or indemnity payment is sought), provided, that the unreimbursed expense or indemnified loss, claim, damage, liability

or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C

Issuer or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative

Agent (or any such sub-agent), the L/C Issuer or the Swingline Lender in connection with such capacity. The obligations of the Lenders

under this clause (c) are subject to the provisions of Section 2.12(d).

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(d)            Waiver

of Consequential Damages, Etc. To the fullest extent permitted by Applicable Law, no Loan Party shall assert, and each Loan Party

hereby waives, and acknowledges that no other Person shall have, any claim against any Indemnitee, on any theory of liability, for special,

indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result

of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby

or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in clause (b) above

shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such

unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection

with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages

that are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence

or willful misconduct of such Indemnitee.

(e)            Payments.

All amounts due under this Section 11.04 shall be payable not later than ten (10) Business Days after demand therefor.

(f)             Survival.

The agreements in this Section 11.04 and the indemnity provisions of Section 11.02(e) shall survive the

resignation of the Administrative Agent, the L/C Issuer and the Swingline Lender, the replacement of any Lender, the termination of the

Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

5.              Payments

Set Aside.

To the extent that any payment

by or on behalf of the Borrower is made to the Administrative Agent, the L/C Issuer or any Lender, or the Administrative Agent, the L/C

Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently

invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the

Administrative Agent, the L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection

with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof

originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such

setoff had not occurred, and (b) each Lender and the L/C Issuer severally agrees to pay to the Administrative Agent upon demand

its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon

from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in

effect. The obligations of the Lenders and the L/C Issuer under clause (b) of the preceding sentence shall survive the payment

in full of the Obligations and the termination of this Agreement.

6.              Successors

and Assigns.

(a)            Successors

and Assigns Generally. The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit

of the parties hereto and thereto and their respective successors and assigns permitted hereby, except neither the Borrower nor any other

Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative

Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an

assignee in accordance with the provisions of Section 11.06(b), (ii) by way of participation in accordance with the

provisions of Section 11.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions

of Section 11.06(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing

in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective

successors and assigns permitted hereby, Participants to the extent provided in Section 11.06(d) and, to the extent

expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuer and the Lenders) any legal or

equitable right, remedy or claim under or by reason of this Agreement.

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(b)            Assignments

by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this

Agreement and the other Loan Documents (including all or a portion of its Commitment(s) and the Loans (including for purposes of

this clause (b), participations in L/C Obligations and in Swingline Loans) at the time owing to it); provided that

(in each case with respect to any Facility) any such assignment shall be subject to the following conditions:

a)            Minimum

Amounts.

(1)            in

the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment under any Facility and/or the Loans

at the time owing to it (in each case with respect to any Facility) or contemporaneous assignments to related Approved Funds (determined

after giving effect to such assignments) that equal at least the amount specified in clause (b)(i)(B) of this Section 11.06

in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be

assigned; and

(2)            in

any case not described in clause (b)(i)(A) of this Section 11.06, the aggregate amount of the Commitment (which

for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance

of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect

to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption,

as of the Trade Date, shall not be less than $5,000,000, in the case of any assignment in respect of the Revolving Facility, or $1,000,000,

in the case of any assignment in respect of the Term Facility, unless each of the Administrative Agent and, so long as no Event of Default

has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed).

b)            Proportionate

Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights

and obligations under this Agreement and the other Loan Documents with respect to the Loans and/or the Commitment assigned, except that

this clause (b)(ii) shall not apply to the Swingline Lender’s rights and obligations in respect of Swingline Loans.

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c)            Required

Consents. No consent shall be required for any assignment except to the extent required by clause (b)(i)(B) of this Section 11.06

and, in addition:

(1)            the

consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed) shall be required unless (1) an Event

of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of

a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall

object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof;

and provided, further, that the Borrower’s consent shall not be required during the primary syndication of the Facilities;

(2)            the

consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed) shall be required for assignments

in respect of (1) any unfunded Term Commitment or any Revolving Commitment if such assignment is to a Person that is not a Lender

with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender

or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and

(3)            the

consent of the L/C Issuer and the Swingline Lender (each such consent not to be unreasonably withheld or delayed) shall be required for

any assignment in respect of the Revolving Facility.

d)            Assignment

and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption,

together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent

may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is

not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

e)            No

Assignment to Certain Persons. No such assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates

or Subsidiaries, (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would

constitute any of the foregoing Persons described in this clause (B), (C) to a natural Person (or a holding company, investment

vehicle or trust for, or owned and operated by or for the primary benefit of one or more natural Persons) or (D) any holder of Subordinated

Debt.

f)             Certain

Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment

shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall

make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate

(which may be outright payment, purchases by the assignee of participations or sub-participations, or other compensating actions, including

funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but

not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (A) pay

and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, the L/C Issuer or any Lender

hereunder (and interest accrued thereon) and (B) acquire (and fund as appropriate) its full pro rata share of all Loans and participations

in Letters of Credit and Swingline Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that

any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under Applicable Law without compliance

with the provisions of this clause (b)(vi), then the assignee of such interest shall be deemed to be a Defaulting Lender for all

purposes of this Agreement until such compliance occurs.

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g)            Subject

to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c), from and after the effective

date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the

interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning

Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under

this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations

under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01,

3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment);

provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will

constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a

Lender of rights or obligations under this Agreement that does not comply with this clause (b) shall be treated for purposes

of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d).

(c)            Register.

The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower (and such agency being solely for Tax

purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or the

equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the Commitments

of, and principal amounts (and interest amounts) of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof

from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error,

and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to

the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower

and any Lender (with respect to such Lender’s interest only), at any reasonable time and from time to time upon reasonable prior

notice.

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(d)            Participations.

a)            Any

Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person

(other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of

one or more natural Persons, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a

“Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including

all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swingline

Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such

Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower,

the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with such Lender in connection with

such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the

indemnity under Section 11.04(c) without regard to the existence of any participations.

b)            Any

agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right

to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that

such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver

or other modification described in the first proviso to Section 11.01 that affects such Participant. The Borrower agrees

that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 (subject to the requirements

and limitations therein, including the requirements under Section 3.01(f) (it being understood that the documentation

required under Section 3.01(f) shall be delivered to the Lender who sells the participation)) to the same extent as

if it were a Lender and had acquired its interest by assignment pursuant to clause (b) of this Section 11.06;

provided that such Participant (A) shall be subject to the provisions of Sections 3.06 and 11.13 as if it were

an assignee under clause (b) of this Section 11.06 and (B) shall not be entitled to receive any greater

payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable

participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a

Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees,

at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of

Sections 3.06 and 11.13 with respect to any Participant. To the extent permitted by law, each Participant also shall be

entitled to the benefits of Section 11.08 as though it were a Lender; provided that such Participant agrees to be

subject to Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this

purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and

the principal amounts (and interest amounts) of each Participant’s interest in the Loans or other obligations under the Loan Documents

(the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any

portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest

in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that

such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under

Section 5f.103–1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive

absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such

participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative

Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

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(e)            Certain

Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement

(including under its Note or Notes, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations

to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder

or substitute any such pledgee or assignee for such Lender as a party hereto.

(f)             Resignation

as L/C Issuer or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Bank

of America assigns all of its Revolving Commitment and Revolving Loans pursuant to clause (b) above, Bank of America

may, (i) upon thirty (30) days’ notice to the Administrative Agent, the Borrower and the Lenders, resign as L/C Issuer and/or

(ii) upon thirty (30) days’ notice to the Borrower, resign as Swingline Lender. In the event of any such resignation as L/C

Issuer or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swingline Lender

hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation

of Bank of America as L/C Issuer or Swingline Lender, as the case may be. If Bank of America resigns as L/C Issuer, it shall retain all

the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective

date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make

Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If Bank of America resigns

as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made

by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans

or fund risk participations in outstanding Swingline Loans pursuant to Section 2.04(c). Upon the appointment of a successor

L/C Issuer and/or Swingline Lender, (A) such successor shall succeed to and become vested with all of the rights, powers, privileges

and duties of the retiring L/C Issuer or Swingline Lender, as the case may be, and (B) the successor L/C Issuer shall issue letters

of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory

to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.

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7.              Treatment

of Certain Information; Confidentiality.

(a)            Treatment

of Certain Information. Each of the Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality of

the Information (as defined below), except that Information may be disclosed (i) to its Affiliates, its auditors and its Related

Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information

and instructed to keep such Information confidential), (ii) to the extent required or requested by any regulatory authority purporting

to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association

of Insurance Commissioners), (iii) to the extent required by Applicable Laws or regulations or by any subpoena or similar legal

process, (iv) to any other party hereto, (v) in connection with the exercise of any remedies hereunder or under any other Loan

Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or

thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section 11.07,

to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under

this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.16(c) or (B) any actual

or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference

to the Borrower and its obligations, this Agreement or payments hereunder, (vii) on a confidential basis to (A) any rating

agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (B) the provider

of any Platform or other electronic delivery service used by the Administrative Agent, the L/C Issuer and/or the Swingline Lender to

deliver Borrower Materials or notices to the Lenders or (viii) the CUSIP Service Bureau or any similar agency in connection with

the application, issuance, publishing and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities

provided hereunder, or (ix) with the consent of the Borrower or to the extent such Information (x) becomes publicly available

other than as a result of a breach of this Section 11.07, (xi) becomes available to the Administrative Agent, any Lender,

the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower or (xii) is

independently discovered or developed by a party hereto without utilizing any Information received from the Borrower or violating the

terms of this Section 11.07. For purposes of this Section 11.07, “Information” means

all information received from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of their respective businesses,

other than any such information that is available to the Administrative Agent, any Lender or the L/C Issuer on a nonconfidential basis

prior to disclosure by the Borrower or any Subsidiary, provided that, in the case of information received from the Borrower or

any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required

to maintain the confidentiality of Information as provided in this Section 11.07 shall be considered to have complied with

its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such

Person would accord to its own confidential information. In addition, the Administrative Agent and the Lenders may disclose the existence

of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and

service providers to the Administrative Agent and the Lenders in connection with the administration of this Agreement, the other Loan

Documents and the Commitments.

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(b)            Non-Public

Information. Each of the Administrative Agent, the Lenders and the L/C Issuer acknowledges that (i) the Information may include

material non-public information concerning a Loan Party or a Subsidiary, as the case may be, (ii) it has developed compliance procedures

regarding the use of material non-public information and (iii) it will handle such material non-public information in accordance

with Applicable Law, including United States federal and state securities Laws.

(c)            Press

Releases. The Loan Parties and their Affiliates agree that they will not in the future issue any press releases or other public disclosure

using the name of the Administrative Agent or any Lender or their respective Affiliates or referring to this Agreement or any of the

Loan Documents without the prior written consent of the Administrative Agent, unless (and only to the extent that) the Loan Parties or

such Affiliate is required to do so under law and then, in any event the Loan Parties or such Affiliate will consult with such Person

before issuing such press release or other public disclosure.

(d)            Customary

Advertising Material. The Loan Parties consent to the publication by the Administrative Agent or any Lender of customary advertising

material relating to the transactions contemplated hereby using the name, product photographs, logo or trademark of the Loan Parties;

provided that Sponsor is given reasonable advance notice and the opportunity to consult in any such publication which contains

the name, logo or trademark of “SunTx” or reasonably related names, logos or trademarks.

8.              Right

of Setoff.

If an Event of Default shall

have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time

and from time to time, to the fullest extent permitted by Applicable Law to set off and apply any and all deposits (general or special,

time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time

owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party

against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other

Loan Document to such Lender, the L/C Issuer or such Affiliates, irrespective of whether or not such Lender, the L/C Issuer or Affiliate

shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan

Party may be contingent or unmatured, secured or unsecured, or are owed to a branch, office or Affiliate of such Lender or the L/C Issuer

different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event

that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to

the Administrative Agent for further application in accordance with the provisions of Section 2.15 and, pending such payment,

shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent,

the L/C Issuer and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing

in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights

of each Lender, the L/C Issuer and their respective Affiliates under this Section 11.08 are in addition to other rights and

remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have under Applicable

Law. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application,

provided that the failure to give such notice shall not affect the validity of such setoff and application.

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9.              Interest

Rate Limitation.

Notwithstanding anything

to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the

maximum rate of non-usurious interest permitted by Applicable Law (the “Maximum Rate”). If the Administrative

Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal

of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged,

or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by Applicable

Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary

prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount

of interest throughout the contemplated term of the Obligations hereunder.

10.            Integration;

Effectiveness.

This Agreement, the other

Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent or the L/C Issuer, constitute

the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings,

oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective

when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof

that, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to

the benefit of the parties hereto and their respective successor and assigns.

11.            Survival

of Representations and Warranties.

All representations and warranties

made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith

shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by

the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their

behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of

any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain

unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

12.            Severability.

If any provision of this

Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability

of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the

parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the

economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a

provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without

limiting the foregoing provisions of this Section 11.12, if and to the extent that the enforceability of any provisions in

this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative

Agent, the L/C Issuer or the Swingline Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent

not so limited.

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13.            Replacement

of Lenders.

(a)            If

the Borrower is entitled to replace a Lender pursuant to the provisions of Section 3.06, or if any Lender is a Defaulting

Lender or a Non-Consenting Lender or if any other circumstance exists hereunder that gives the Borrower the right to replace a Lender

as a party hereto, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require

such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required

by, Section 11.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01

and 3.04) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations

(which assignee may be another Lender, if a Lender accepts such assignment), provided that:

a)            the

Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 11.06(b);

b)            such

Lender shall have received payment of an amount equal to 100% of the outstanding principal of its Loans and L/C Advances, accrued interest

thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05)

from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other

amounts);

c)            in

the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made

pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;

d)            such

assignment does not conflict with Applicable Laws; and

e)            in

the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the

applicable amendment, waiver or consent.

(b)            A

Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise,

the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

(c)            Each

party hereto agrees that (i) an assignment required pursuant to this Section 11.13 may be effected pursuant to an Assignment

and Assumption executed by the Borrower, the Administrative Agent and the assignee and (ii) the Lender required to make such assignment

need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to an be bound by the

terms thereof; provided, that, following the effectiveness of any such assignment, the other parties to such assignment

agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, provided

further that any such documents shall be without recourse to or warranty by the parties thereto.

(d)            Notwithstanding

anything in this Section 11.13 to the contrary, (A) the Lender that acts as the L/C Issuer may not be replaced hereunder

at any time it has any Letter of Credit outstanding hereunder unless arrangements satisfactory to such Lender (including the furnishing

of a backstop standby letter of credit in form and substance, and issued by an issuer, reasonably satisfactory to the L/C Issuer or the

depositing of Cash Collateral into a Cash Collateral account in amounts and pursuant to arrangements reasonably satisfactory to the L/C

Issuer) have been made with respect to such outstanding Letter of Credit and (B) the Lender that acts as the Administrative Agent

may not be replaced hereunder except in accordance with the terms of Section 9.06.

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14.            Governing

Law; Jurisdiction; Etc.

(a)            GOVERNING

LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND ANY

CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO

THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS

CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b)            SUBMISSION

TO JURISDICTION. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION,

LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE

ADMINISTRATIVE AGENT, ANY LENDER, THE L/C ISSUER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY

OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK

SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM

ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT

ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR,

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT

IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT

OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE

AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER

LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

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(c)            WAIVER

OF VENUE. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE

LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING

TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN CLAUSE (b) OF THIS SECTION 11.14.

THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE

DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d)            SERVICE

OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02.

NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

15.            Waiver

of Jury Trial.

EACH PARTY HERETO HEREBY

IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING

DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY

OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (a) CERTIFIES THAT NO REPRESENTATIVE, AGENT

OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION,

SEEK TO ENFORCE THE FOREGOING WAIVER AND (b) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS

AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.15.

16.            Subordination.

Each Loan Party (a “Subordinating

Loan Party”) hereby subordinates the payment of all obligations and indebtedness of any other Loan Party owing to it, whether

now existing or hereafter arising, including but not limited to any obligation of any such other Loan Party to the Subordinating Loan

Party as subrogee of the Secured Parties or resulting from such Subordinating Loan Party’s performance under this Guaranty, to

the indefeasible payment in full in cash of all Obligations. If the Secured Parties so request, any such obligation or indebtedness of

any such other Loan Party to the Subordinating Loan Party shall be enforced and performance received by the Subordinating Loan Party

as trustee for the Secured Parties and the proceeds thereof shall be paid over to the Secured Parties on account of the Secured Obligations,

but without reducing or affecting in any manner the liability of the Subordinating Loan Party under this Agreement. Without limitation

of the foregoing, so long as no Default has occurred and is continuing, the Loan Parties may make and receive payments with respect to

Intercompany Debt; provided, that in the event that any Loan Party receives any payment of any Intercompany Debt at a time when

such payment is prohibited by this Section 11.16, such payment shall be held by such Loan Party, in trust for the benefit

of, and shall be paid forthwith over and delivered, upon written request, to the Administrative Agent.

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17.            No

Advisory or Fiduciary Responsibility.

In connection with all aspects

of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other

Loan Document), the Borrower, Holdings and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding,

that: (a) (i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers

and the Lenders and their respective Affiliates are arm’s-length commercial transactions between the Borrower, Holdings, each other

Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders and their respective

Affiliates, on the other hand, (ii) each of the Borrower, Holdings and the other Loan Parties has consulted its own legal, accounting,

regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower, Holdings and each other Loan Party

is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by

the other Loan Documents; (b) (i) the Administrative Agent, each Arranger and each Lender and each of their respective Affiliates

each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is

not, and will not be acting as an advisor, agent or fiduciary, for the Borrower, Holdings, any other Loan Party or any of their respective

Affiliates, or any other Person and (ii) neither the Administrative Agent, the Arranger, nor any Lender nor any of their respective

Affiliates has any obligation to the Borrower, Holdings, any other Loan Party or any of their respective Affiliates with respect to the

transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) the

Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that

involve interests that differ from those of the Borrower, Holdings, the other Loan Parties and their respective Affiliates, and neither

the Administrative Agent, the Arranger, nor any Lender nor any of their respective Affiliates has any obligation to disclose any of such

interests to the Borrower, Holdings, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by law,

each of the Borrower, Holdings and each other Loan Party hereby waives and releases any claims that it may have against the Administrative

Agent, the Arranger, the Lenders and their respective Affiliates with respect to any breach or alleged breach of agency or fiduciary

duty in connection with any aspect of any transactions contemplated hereby.

18.            Electronic

Execution; Electronic Records; Counterparts.

This

Agreement, any Loan Document and any other Communication, including Communications required to be in writing, may be in the form of an

Electronic Record and may be executed using Electronic Signatures. Each of the Loan Parties and each of the Administrative Agent, the

L/C Issuer, the Swingline Lender, and each Lender (collectively, each a “Credit Party”) agrees that any Electronic

Signature on or associated with any Communication shall be valid and binding on such Person to the same extent as a manual, original

signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of

such Person enforceable against such Person in accordance with the terms thereof

to the same extent as if a manually executed original signature was delivered.  Any Communication may be executed in as many

counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the

same Communication.  For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or

acceptance of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format),

or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative

Agent and each of the Credit Parties may, at its option, create one or more copies of any Communication in the form of an imaged Electronic

Record (“Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business,

and destroy the original paper document.  All Communications in the form of an Electronic Record, including an Electronic Copy,

shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record.

Notwithstanding anything contained herein to the contrary, neither the Administrative Agent, L/C Issuer nor Swingline Lender is under

any obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by such Person pursuant to procedures

approved by it; provided, further, without limiting the foregoing, (a) to the extent the Administrative Agent, L/C Issuer and/or

Swingline Lender has agreed to accept such Electronic Signature, the Administrative Agent and each of the Credit Parties shall be entitled

to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party and/or any Credit Party without further

verification and (b) upon the request of the Administrative Agent or any Credit Party, any Electronic Signature shall be promptly

followed by such manually executed counterpart.  For purposes hereof, “Electronic Record” and “Electronic

Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time

to time.

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Neither the Administrative Agent, L/C Issuer

nor Swingline Lender shall be responsible for or have any duty to ascertain or inquire into the sufficiency, validity, enforceability,

effectiveness or genuineness of any Loan Document or any other agreement, instrument or document (including, for the avoidance of doubt,

in connection with the Administrative Agent’s, L/C Issuer’s or Swingline Lender’s reliance on any Electronic Signature

transmitted by telecopy, emailed .pdf or any other electronic means). The Administrative Agent, L/C Issuer and Swingline Lender shall

be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon,

any Communication (which writing may be a fax, any electronic message, Internet or intranet website posting or other distribution

or signed using an Electronic Signature) or any statement made to it orally or by telephone and believed by it to be genuine and signed

or sent or otherwise authenticated (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being

the maker thereof).

Each of the Loan Parties and each Credit Party

hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any

other Loan Document based solely on the lack of paper original copies of this Agreement, such other Loan Document, and (ii) waives

any claim against the Administrative Agent, each Credit Party and each Related Party for any liabilities arising solely from the Administrative

Agent’s and/or any Credit Party’s reliance on or use of Electronic Signatures, including any liabilities arising as a result

of the failure of the Loan Parties to use any available security measures in connection with the execution, delivery or transmission

of any Electronic Signature.

19.            USA

Patriot Act Notice.

Each Lender that is subject

to the Patriot Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower and the other

Loan Parties that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107–56 (signed into law October 26,

2001)) (the “Patriot Act”), it is required to obtain, verify and record information that identifies the Borrower

and each other Loan Party, which information includes the name and address of the Borrower and each other Loan Party and other information

that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower and each other Loan Party in accordance

with the Patriot Act. The Borrower and each other Loan Party shall, promptly following a request by the Administrative Agent or any Lender,

provide all such other documentation and information that the Administrative Agent or such Lender requests in order to comply with its

ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including

the Patriot Act.

177

20. Acknowledgement and Consent to Bail-In

of Affected Financial Institutions.

Solely to the extent any

Lender or L/C Issuer that is an Affected Financial Institution is a party to this Agreement and notwithstanding anything to the contrary

in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that

any liability of any Lender or L/C Issuer that is an Affected Financial Institution arising under any Loan Document, to the extent such

liability is unsecured, may be subject to the Write-Down and Conversion Powers of a Resolution Authority and agrees and consents to,

and acknowledges and agrees to be bound by:

(a)            the

application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder

which may be payable to it by any Lender or L/C Issuer that is an Affected Financial Institution; and

(b)            the

effects of any Bail-In Action on any such liability, including, if applicable:

a)            a

reduction in full or in part or cancellation of any such liability;

b)            a

conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution,

its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other

instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any

other Loan Document; or

c)            the

variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution

Authority.

21.            Acknowledgement

Regarding Any Supported QFCs.

To the extent that the Loan

Documents provide support, through a guarantee or otherwise, for any Swap Contract or any other agreement or instrument that is a QFC

(such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”), the parties acknowledge

and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance

Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder,

the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions

below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the

State of New York and/or of the United States or any other state of the United States): In the event a Covered Entity that is party to

a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime,

the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported

QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered

Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported

QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States

or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding

under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any

QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default

Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws

of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and

remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to

a Supported QFC or any QFC Credit Support.

2.18         Time

of the Essence.

Time is of the essence of

the Loan Documents.

2.19         ENTIRE

AGREEMENT.

THIS AGREEMENT AND THE

OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,

OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

178

IN WITNESS WHEREOF,

the parties hereto have caused this Agreement to be duly executed as of the date first above written.

BORROWER:

CONCRETE PARTNERS, LLC

By:

Name:

Title:

HOLDINGS:

CONCRETE PARTNERS HOLDING, LLC

By:

Name:

Title:

[Signature Page to Credit

Agreement (Concrete Partners)]

GUARANTORS:

EAGLE

CONCRETE HOLDINGS, LLC

By:

Name:

Title:

AFTER

GIVING EFFECT TO THE CLOSING DATE ACQUISITION:

EAGLE

REDI-MIX CONCRETE, LLC

By:

Name:

Title:

RAM

TRANSPORTATION, LLC

By:

Name:

Title:

[Signature Page to Credit

Agreement (Concrete Partners)]

BANK

OF AMERICA, N.A.,

as

Administrative Agent

By:

Name:

Carolyn LaBatte-Leavitt

Title:

Vice President

[Signature Page to Credit

Agreement (Concrete Partners)]

BANK

OF AMERICA, N.A.,

as

a Lender, L/C Issuer and Swingline Lender

By:

Name:

Title:

[Signature

Page to Credit Agreement (Concrete Partners)]

LENDERS:

PNC

BANK, NATIONAL ASSOCIATION,

as

a Lender

By:

Name:

Title:

[Signature Page to Credit

Agreement (Concrete Partners)]

LENDERS:

CAPITAL

ONE, NATIONAL ASSOCIATION,

as

a Lender

By:

Name:

Title:

[Signature Page to Credit

Agreement (Concrete Partners)]

LENDERS:

SUNFLOWER

BANK, N.A.,

as

a Lender

By:

Name:

Title:

[Signature Page to Credit

Agreement (Concrete Partners)]

LENDERS:

STIFEL

BANK & TRUST

as

a Lender

By:

Name:

Title:

[Signature Page to Credit

Agreement (Concrete Partners)]

LENDERS:

TEXAS

REGIONAL BANK,

as

a Lender

By:

Name:

Title:

Annex II

EXHIBIT C

[Form of]

Compliance

Certificate]

EX-10.20 — EXHIBIT 10.20

EX-10.20

Filename: tm2611641d1_ex10-20.htm · Sequence: 18

Exhibit 10.20

CERTAIN

INFORMATION, MARKED IN THIS EXHIBIT WITH BRACKETS, HAS BEEN EXCLUDED FROM THIS EXHIBIT IN RELIANCE ON REGULATION S-K, ITEM 601(B)(10)(IV)

BECAUSE SUCH INFORMATION IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS CONFIDENTIAL.

Execution

Version

LIMITED

CONSENT AND THIRD AMENDMENT TO CREDIT AGREEMENT

THIS

LIMITED CONSENT AND THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of April 7, 2026, by and among

Concrete Partners, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors, the banks listed on

the signature pages hereof, and BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer (in its capacity as Administrative

Agent, the “Administrative Agent”).

BACKGROUND

A.

The Borrower, the Lenders, the Guarantors and the Administrative Agent are parties to that certain Credit Agreement, dated as of July

29, 2024, as amended by that certain First Amendment and Commitment Increase to Credit Agreement, dated as of October 17, 2025 and that

certain Second Amendment to Credit Agreement and First Amendment to Security and Pledge Agreement, dated as of March 25, 2026 (the “Second

Amendment”) (such Credit Agreement, as amended, modified or supplemented, the “Credit Agreement”; the terms

defined in the Credit Agreement and not otherwise defined herein shall be used herein as defined in the Credit Agreement).

(a)

On or prior to the De-SPAC Closing Date (as defined in the Second Amendment), Haymaker Acquisition Corp. 4 (“SPAC”),

may enter into one or more prepaid forward transactions to purchase up to 5,000,000 ordinary shares (the “Forward Shares”),

in the aggregate of SPAC in connection with the De-SPAC Transaction (as defined in the Second Amendment) (together with each other transaction

reasonably necessary or appropriate to consummate such transactions, the “Prepaid Forward Transaction”).

B.

The Borrower has requested that the Required Lenders (i) consent to the Prepaid Forward Transaction and (ii) amend the Credit Agreement

to make certain amendments thereto, as more fully set forth herein.

NOW,

THEREFORE, in consideration of the covenants, conditions and agreements hereafter set forth, and for other good and valuable consideration,

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

1.

LIMITED CONSENTS.

(a)

Subject to the terms and conditions set forth herein, on the Third Amendment Signing Date, the Lenders party hereto (which constitute

Required Lenders) hereby, consent to the Prepaid Forward Transaction and the consummation thereof, including, but not limited to (i)

payment of a cash amount equal to the product of the number of Forward Shares and a negotiated share price, which amount SPAC will pay

to the holders of the Forward Shares upon the consummation of the De-SPAC Transaction (or within 2 Business Days thereof), (ii) acceptance

of any interim settlement amount in cash for Forward Shares that have been sold, (iii) acquisition, retirement, cancellation, or other

redemption of unsold Forward Shares that are returned to Suncrete, Inc. (“Pubco”), (iv) any termination of the Prepaid

Forward Transaction with respect to some or all of the Forward Shares, and (v) execution and delivery of any documentation and performance

by any Loan Party with respect to such party’s obligations thereunder in connection with the Prepaid Forward Transaction; provided

that the Prepaid Forward Transaction shall (A) have a maturity date of no greater than six months (plus two additional three month extensions

in Pubco’s sole discretion) and (B) provide for a floor of no less than $11.50 per share. Notwithstanding anything in the Credit

Agreement to the contrary, the Prepaid Forward Transaction and any action in consummation thereof (i) shall not be included in the calculation

of the Financial Covenants or included in the calculation of Consolidated EBITDA, (ii) shall not be a Restricted Payment or an Investment,

and (iii) any Net Cash Proceeds received in connection with the Prepaid Forward Transaction shall not trigger a mandatory prepayment

under Section 2.05(b) of the Credit Agreement.

(b)

Subject to the terms and conditions set forth herein, on the Third Amendment Signing Date, the Lenders party hereto (which constitute

Required Lenders) hereby consent to the ownership by Holdings of two trademarks previously disclosed to the Administrative Agent (the

“New Suncrete Trademarks”) notwithstanding anything set forth in Section 7.19 of the Credit Agreement to the

contrary. This limited consent shall automatically terminate and be of no further force or effect if the New Suncrete Trademarks shall

not have been assigned to the Borrower within 90 days of the date hereof.

2.

AMENDMENTS TO CREDIT AGREEMENT. Subject to the terms and conditions set forth herein, as of the Third Amendment Effective Date,

(a)

Clause (B) of the definition of “Consolidated Fixed Charge Coverage Ratio” set forth in Section 1.01

of the Credit Agreement is hereby amended to read as follows:

(B)

for all periods occurring after the De-SPAC Closing Date, as of any date of determination, the ratio of (a) (i) Consolidated

EBITDA less (ii) the aggregate amount of all non-financed cash Capital Expenditures (other than (x) the Specified Capital

Expenditures, (y) expenditures made with Net Cash Proceeds of Dispositions of other fixed assets or casualty to fixed assets, in each

case, which such Net Cash Proceeds are permitted to be reinvested by the terms of this Agreement and (z) the Sandplant Deferred Payment)

to (b) the sum of (i) Consolidated Interest Charges to the extent paid in cash, (ii) the aggregate principal amount

of all redemptions or similar acquisitions for value of outstanding debt for borrowed money, regularly scheduled principal payments on

Consolidated Funded Indebtedness (determined without giving effect to any reduction of such scheduled principal payments resulting from

the application of any voluntary or optional prepayments made during such period), but excluding any such payments to the extent refinanced

through the incurrence of additional Indebtedness otherwise expressly permitted under Section 7.02, (iii)  the aggregate

amount of Restricted Payments consisting of dividends and other distributions paid to Preferred Pubco Equity Holders (including all Preferred

Pubco Distributions), (iv) the aggregate amount of all Restricted Payments paid in cash (other than (A) payment of the Sandplant Deferred

Amount and (B) payments made to repurchase, redeem, retire or otherwise acquire for value of all or any portion of the Permitted Preferred

Pubco Equity so long as such payment is (1) permitted by Section 7.06(h) and (2) made within 180 days of the De-SPAC Closing Date)

and (v) the aggregate amount of federal, state, local and foreign income taxes paid in cash, in each case, of or by Pubco and its

Subsidiaries for the most recently completed Measurement Period.

Limited Consent and Third Amendment to Credit Agreement – Page 2

(b)

Exhibit C. Exhibit C to the Credit Agreement is hereby amended in its entirety and replaced with the document attached

hereto as Exhibit C.

3.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each Loan Party represents and

warrants that, as of the Third Amendment Effective Date:

(a)

the representations and warranties of the Borrower and each other Loan Party contained in the Credit Agreement and the other Loan Documents

that are subject to materiality or Material Adverse Effect qualifications are true and correct in all respects on and as of the date

hereof as made on and as of such date, and the representations and warranties contained in the Credit Agreement and the other Loan Documents

that are not subject to materiality or Material Adverse Effect qualifications are true and correct in all material respects on and as

of the date hereof as made on and as of such date, except (i) in each case to the extent that such representations and warranties specifically

refer to an earlier date, in which case they shall be true and correct as of such earlier date, and (ii) that the representations and

warranties contained in Sections 5.05(a) and (b) of the Credit Agreement shall be deemed to refer to the most recent

financial statements furnished pursuant to Sections 6.01(a) and (b), respectively, of the Credit Agreement;

(b)

no event has occurred and is continuing which constitutes a Default or Event of Default;

(c)

(i) the Borrower and the other Loan Parties have the full power and authority to execute and deliver this Amendment; (ii) this

Amendment has been duly executed and delivered by the Borrower and the other Loan Parties; and (iii) this Amendment and the Credit

Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Loan Parties, enforceable in accordance with

their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’

rights generally and subject to general principals of equity;

(d)

neither the execution, delivery and performance of this Amendment or the Credit Agreement, as amended hereby, nor the consummation of

any transactions contemplated herein or therein, will (i) contravene the terms of any of the Loan Parties’ Organization Documents;

(ii) conflict with or result in any breach or contravention of, or the creation of (or the requirement to create) any Lien under,

or require any payment to be made under (A) any Contractual Obligation to which such Person is a party or affecting such Person

or the properties of such Person or any of its Subsidiaries, or (B) any order, injunction, writ or decree of any Governmental Authority

or any arbitral award to which such Person or its property is subject; or (iii) violate any Applicable Law; and

Limited Consent and Third Amendment to Credit Agreement – Page 3

(e)

no approval, consent, exemption, authorization or other action by, notice to, or filing with, any Governmental Authority or other Person

not previously obtained is necessary or required in connection with the execution, delivery or performance by, or enforcement against,

any Loan Party of this Amendment.

4.

CONDITIONS OF EFFECTIVENESS.

(a)

The effectiveness of this Amendment (other than the amendments set forth in Section 2 of this Amendment) is subject to the satisfaction

of the following conditions and this Amendment shall become effective at the time at which such conditions are satisfied (such date,

the “Third Amendment Signing Date”):

(i)       the

Administrative Agent shall have received counterparts of this Amendment executed by each Loan Party and the Required Lenders; and

(ii)      the

representations and warranties set forth in Section 3 of this Amendment shall be true and correct; and

(iii)     the

Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent and its counsel, such other

documents, certificates and instruments as the Administrative Agent shall reasonably require.

(b)

The effectiveness of the amendments set forth in Section 2 of this Amendment are subject to the satisfaction of the following conditions

and shall be effective at the time at which such conditions are satisfied (such date, the “Third Amendment Effective Date”):

(i)       the

Second Amendment Effective Date shall have occurred; and

(iii)     the

Third Amendment Signing Date shall have occurred.

5.

GUARANTOR’S ACKNOWLEDGMENT. By signing below, each Guarantor (i) acknowledges, consents and agrees to the execution,

delivery and performance by the Borrower of this Amendment, (ii) ratifies and confirms all of its obligations and liabilities under the

Guaranty and the Loan Documents to which it is a party and ratifies and confirms that such obligations and liabilities extend to and

continue in effect with respect to, and continue to guarantee and secure the Secured Obligations; (iii) acknowledges and agrees

that its obligations in respect of its Guaranty are not released, diminished, waived, modified, impaired or affected in any manner by

this Amendment, or any of the provisions contemplated herein, (iv) acknowledges and agrees that as of the date hereof, such Guarantor

(a) does not have any claim or cause of action against the Administrative Agent or any Lender (or any of their respective directors,

officers, employees, agents, attorneys or other representatives) under or in connection with its Guaranty and the other Loan Documents

to which it is a party and (b) has no offsets against, or defenses or counterclaims to, its Guaranty.

Limited Consent and Third Amendment to Credit Agreement – Page 4

6.

REFERENCE TO THE CREDIT AGREEMENT.

(a)

On and after the Third Amendment Signing Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”,

or words of like import shall mean and be a reference to the Credit Agreement, as amended by this Amendment prior to giving effect to

the amendments set forth in Section 2 hereof. On and after the Third Amendment Effective Date, each reference in the Credit Agreement

to “this Agreement”, “hereunder”, or words of like import shall mean and be a reference to the Credit Agreement,

as amended by this Amendment.

(b)

Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or

otherwise affect the rights or remedies of the Administrative Agent or the Lenders under the Credit Agreement or any of the other Loan

Documents, and shall not alter, modify, amend, or in any way affect the terms, conditions, obligations, covenants, or agreements contained

in the Credit Agreement or the other Loan Documents, all of which are hereby ratified and affirmed in all respects and shall continue

in full force and effect.

7.

COSTS AND EXPENSES. The Borrower shall be obligated to pay the costs and expenses of the Administrative Agent in connection with

the preparation, reproduction, execution and delivery of this Amendment and the other instruments and documents to be delivered hereunder

in the manner and subject to the limitations set forth in Section 11.04 of the Credit Agreement.

8.

EXECUTION IN COUNTERPARTS. This Amendment may be executed in any number of counterparts and by different parties hereto in separate

counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall

constitute but one and the same instrument. For purposes of this Amendment, a counterpart hereof (or signature page thereto) signed and

transmitted by any Person party hereto to the Administrative Agent (or its counsel) by facsimile machine, telecopier or electronic mail

is to be treated as an original. The signature of such Person thereon, for purposes hereof, is to be considered as an original signature,

and the counterpart (or signature page thereto) so transmitted is to be considered to have the same binding effect as an original signature

on an original document.

9.

GOVERNING LAW; BINDING EFFECT. THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY

SET FORTH THEREIN) AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING

OUT OF OR RELATING TO THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN)

AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF

NEW YORK. This Amendment shall be binding upon the Borrower and each Lender and their respective successors and assigns.

10.

HEADINGS. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a

part of this Amendment for any other purpose.

11.

ENTIRE AGREEMENT. THE CREDIT AGREEMENT, AS AMENDED BY THIS AMENDMENT, AND THE OTHER

LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AS TO THE SUBJECT MATTER THEREIN AND HEREIN AND MAY NOT BE CONTRADICTED

BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.

REMAINDER

OF PAGE LEFT INTENTIONALLY BLANK

Limited Consent and Third Amendment to Credit Agreement – Page 5

IN

WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.

BORROWER:

CONCRETE

PARTNERS, LLC

By:

/s/

Tommy Wentroth

Name:

Tommy Wentroth

Title:

Chief Financial Officer

HOLDINGS:

CONCRETE

PARTNERS HOLDING, LLC

By:

/s/

Tommy Wentroth

Name:

Tommy Wentroth

Title:

Chief Financial Officer

[Signature Page to Limited

Consent and Third Amendment to Credit Agreement (Concrete Partners)]

GUARANTORS:

EAGLE

CONCRETE HOLDINGS, LLC

By:

/s/

Tommy Wentroth

Name:

Tommy Wentroth

Title:

Chief Financial Officer

EAGLE

REDI-MIX CONCRETE, LLC

By:

/s/

Tommy Wentroth

Name:

Tommy Wentroth

Title:

Chief Financial Officer

RAM

TRANSPORTATION, LLC

By:

/s/

Tommy Wentroth

Name:

Tommy Wentroth

Title:

Chief Financial Officer

SCHWARZ

SAND, LLC

By:

/s/

Tommy Wentroth

Name:

Tommy Wentroth

Title:

Chief Financial Officer

After

giving effect to the Second Amendment Effective Date:

PUBCO:

SUNCRETE,

INC.

By:

/s/

Tommy Wentroth

Name:

Tommy Wentroth

Title:

Chief Financial Officer

HAYMAKER

ACQUISITION CORP. 4

By:

/s/

Tommy Wentroth

Name:

Tommy Wentroth

Title:

Chief Financial Officer

[Signature

Page to Limited Consent and Third Amendment to Credit Agreement (Concrete Partners)]

BANK

OF AMERICA, N.A.,

as Administrative Agent

By:

/s/

Carolyn LaBatte-Leavitt

Name:

Carolyn LaBatte-Leavitt

Title:

Vice President

[Signature

Page to Limited Consent and Third Amendment to Credit Agreement (Concrete Partners)]

BANK

OF AMERICA, N.A.,

as a Lender, L/C Issuer and Swingline Lender

By:

/s/

Desaree G. Lopez

Name:

Desaree G. Lopez

Title:

Senior Vice President

[Signature Page to Limited

Consent and Third Amendment to Credit Agreement (Concrete Partners)]

PNC

BANK, NATIONAL ASSOCIATION,

as a Lender

By:

/s/

Jacob Mandel

Name:

Jacob Mandel

Title:

Vice President

[Signature Page to Limited Consent and Third Amendment to Credit Agreement

(Concrete Partners)]

CAPITAL

ONE, NATIONAL ASSOCIATION,

as a Lender

By:

/s/

Andrew Seymour

Name:

Andrew Seymour

Title:

Duly Authorized Signatory

[Signature

Page to Limited Consent and Third Amendment to Credit Agreement (Concrete Partners)]

EXHIBIT

C

[Form

of]

Compliance

Certificate

EX-10.22 — EXHIBIT 10.22

EX-10.22

Filename: tm2611641d1_ex10-22.htm · Sequence: 19

Exhibit 10.22

AMENDMENT NO. 1

TO

MANAGEMENT AND CONSULTING AGREEMENT

This Amendment No. 1

(this “Amendment”) dated as of April 8, 2026 (the “Amendment Date”), to the Management

and Consulting Agreement, dated as of July 29, 2024 (the “Agreement”), is entered into by and among Concrete

Partners Holding, LLC, a Delaware limited liability company (“Holding”), Suncrete, Inc., a Delaware corporation

(which, prior to the Domestication (as defined in the BCA), was a Cayman Islands exempted company) (“PubCo”),

and Dothan Concrete Investments Management, LLC, a Texas limited liability company (the “Consultant”). Each

capitalized term used but not defined herein shall have the meaning ascribed to such term in the Agreement.

WHEREAS, Section 16

of the Agreement provides, in pertinent part, that the Agreement may be amended if such amendment is approved in writing by an authorized

representative of each of the parties;

WHEREAS, on October 9,

2025, Holding entered into a Business Combination Agreement (the “BCA”) with Haymaker Acquisition Corp. 4, a

Cayman Islands exempted company (“SPAC”), PubCo, and the other parties thereto;

WHEREAS, pursuant to Section 7.22

of the BCA, Holding has agreed to assign to PubCo, and PubCo has agreed to assume, and to perform and discharge all of the obligations

of the Company under, the Agreement; and

WHEREAS, pursuant to the terms

set forth in the BCA, the parties desire to amend the Agreement as set forth herein, effective as of the Closing (as defined in the BCA).

NOW, THEREFORE, in consideration

of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,

the undersigned, intending to be legally bound, hereby agree as follows:

Section 1.         Amendments

to the Agreement.

(a)          The

last sentence of the first paragraph of the Agreement is hereby amended and restated in its entirety to read as follows:

Capitalized terms used but not otherwise

defined herein shall have the meanings given to such terms in that certain Amended and Restated Limited Liability Company Agreement of

Holding, dated as of the date first written above (as the same may be amended, restated, supplemented, or waived from time to time, the

“LLC Agreement”) or, if not defined in the LLC Agreement, shall have the meanings given to such terms in that

certain Business Combination Agreement, by and among Holding, Haymaker Acquisition Corp. 4, a Cayman Islands exempted company (“SPAC”),

Suncrete, Inc., a Delaware corporation and wholly owned direct subsidiary of SPAC (“PubCo”) and the other

parties thereto (the “BCA”).

(b)          Section 3(a) of

the Agreement is hereby amended and restated in its entirety to read as follows:

During the term of this Agreement, Consultant

shall receive quarterly with respect to the management of the business and operations of the Company Group a base cash fee (the “Compensation”).

(i)            Compensation

Payments. The amount of the quarterly fees paid by the Company Group beginning on January 1, 2026, and continuing for the remainder

of the term of this Agreement will equal 1/4th of the Annual Compensation Amount (as defined below), adjusted each year by

the CPI Adjustment Factor (as defined below). Compensation payments with respect to each quarter shall be payable in arrears on the last

day of such quarter during the term of this Agreement. The Compensation shall accrue daily and be prorated for any partial calendar quarter

during which Consultant performs services hereunder. Any quarterly payments made during the 2026 calendar year and prior to the Amendment

Date shall be adjusted to equal 1/4th of the Annual Compensation Amount, and the amount of any such adjustment(s) shall

be applied to the next quarterly payment due following the Amendment Date. Notwithstanding the foregoing, the aggregate Compensation paid

during any calendar year shall equal the Annual Compensation Amount for such year.

(ii)            Definitions.

For purposes hereof, “Annual Compensation Amount” shall mean (a) $3,500,000 in the aggregate for calendar

year 2026, and (b) for each calendar year thereafter, the Annual Compensation Amount for the prior calendar year (“Year

X”) multiplied by the CPI Adjustment Factor; “CPI Adjustment Factor” shall mean a fraction,

the numerator of which is the CPI for Year X, and the denominator of which is the CPI for the calendar year immediately preceding Year

X; and “CPI” means the All Items inflation rate according to the CPI-U for the trailing twelve months.

(c)           Section 3(b) of

the Agreement is hereby deleted in its entirety.

(d)           Section 3(c) of

the Agreement is hereby renumbered as Section 3(b), and amended and restated in its entirety to read as follows:

During the term of this Agreement, with

respect to each acquisition or disposition transaction (whether such acquisition or disposition is consummated via merger, stock acquisition,

asset acquisition, or otherwise) (each, an “Acquisition”) or any recapitalization, reorganization, debt or equity

financings by the Company or any of its affiliates (each, a “Financing,” and any Acquisition or Financing is

referred to as an “Add-On Acquisition”) with respect to which Consultant provides diligence and integration

services (the “Diligence and Integration Services”), in light of the significant additional time and effort

involved on the part of Consultant and Consultant’s personnel in connection with such Add-On Acquisition, the Company Group shall

compensate Consultant, or cause Consultant to be compensated, for such Diligence and Integration Services in an amount equal to (i) 2.0%

of the enterprise value of such Acquisition or (ii) 2.0% of the gross amount of cash raised in such Financing (clauses (i) and

(ii), the “Diligence and Integration Fees”); provided that no fee shall be payable pursuant to clause

(ii) for any Financing where the proceeds of such Financing are used in whole or in part in connection with an Acquisition if a fee

is payable under clause (i) with respect to such Acquisition. Diligence and Integration Fees related to an Add-On Acquisition shall

be due and payable to Consultant on the date of the closing of such Add-On Acquisition.

(e)           Section 3(d) of

the Agreement is hereby renumbered as Section 3(c).

(f)           A

new Section 3(d) is hereby inserted to read as follows:

Notwithstanding anything to the contrary

contained in this Agreement, at the Acquisition Closing (as defined in the BCA), PubCo shall make, or cause to be made, the cash payments

to Consultant in accordance with the terms set forth in Section 7.22 of the BCA, in full satisfaction of (i) any fees

payable pursuant to Section 3(d) of this Agreement (renumbered as Section 3(c) pursuant Amendment #1

to the Agreement) and (ii) any Diligence and Integration Fees in connection with the transactions contemplated by the BCA.

2

(g)           Section 10

of the Agreement is hereby amended and restated in its entirety to read as follows:

Unless terminated earlier in accordance

with the provisions of this Agreement, the Agreement shall automatically terminate on the date that is ten years from the Closing Date

(as defined in the BCA).

(h)           Section 13

of the Agreement is hereby amended by deleting the notice information for the Company Group, and replacing it with the following notice

information for PubCo:

Suncrete, Inc.

817 E. 4th Street

Tulsa, OK 74120

Attention: Chief Executive Officer

Section 2.         Assignment

and Assumption. Effective as of the Amendment Date, Holding hereby grants, conveys, and transfers to PubCo all of Holding’s

right, title, and interest in and to the Agreement, and PubCo unconditionally accepts such assignment and assumes all

of Holding’s duties, liabilities, and obligations under the Agreement and agrees to pay, perform, and discharge, as and when

due, all of the obligations of Holding under the Agreement accruing on and after the Amendment Date.

Section 3.         Full

Force and Effect. Except as expressly provided for in this Amendment, all of the terms and conditions of the Agreement shall continue

in full force and effect. This Amendment is limited as written and shall not be deemed to be an amendment, modification or supplement

of, or a consent to or waiver of any other term or condition of the Agreement or any other document.

Section 4.         Conflict.

In the event of any conflict between the terms and conditions of this Amendment and the Agreement, this Amendment shall govern and prevail

in all respects.

Section 5.         Effect

of Amendment; References. From and after the Amendment Date, (i) any reference to the Agreement shall be deemed to be a reference

to the Agreement as amended by this Amendment; and (ii) unless the context indicates otherwise, any reference in the Agreement to

Holding shall be deemed to be a reference to PubCo, and any reference to the Company Group shall be deemed to include PubCo and its direct

and indirect subsidiaries.

Section 6.         Governing

Law; Jurisdiction. THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD

TO THE CONFLICTS OF LAW PRINCIPLES THEREOF. ANY ACTION OR PROCEEDING AGAINST THE PARTIES RELATING IN ANY WAY TO THIS AGREEMENT MAY BE

BROUGHT AND ENFORCED EXCLUSIVELY IN THE COURTS OF THE STATE OF DELAWARE OR (TO THE EXTENT SUBJECT MATTER JURISDICTION EXISTS THEREFOR)

THE U.S. DISTRICT COURT FOR THE DISTRICT OF DELAWARE, AND THE PARTIES IRREVOCABLY SUBMIT TO THE JURISDICTION OF BOTH SUCH COURTS IN RESPECT

OF ANY SUCH ACTION OR PROCEEDING.

Section 7.         Headings

and Captions. All headings and captions contained in this Amendment are inserted for convenience only and shall not be deemed a part

of this Amendment.

3

Section 8.         Counterparts.

This Amendment may be executed in counterparts, each of which shall constitute an original and all of which, when taken together, shall

constitute one and the same agreement. This Amendment may be executed and delivered via facsimile or other form of electronic delivery

by the parties, which shall be deemed for all purposes as an original.

Section 9.         Effectiveness.

The effectiveness of this Amendment is expressly conditioned upon, and will become effective only upon the consummation of all of the

transactions contemplated by the BCA.

Remainder of page intentionally left blank.

4

IN WITNESS WHEREOF, the undersigned, intending

to be legally bound, have duly executed this Amendment as of the day and year first above written.

Concrete Partners Holding, LLC

By:

/s/ Ned N. Fleming, III

Name: Ned N. Fleming, III

Title: Managing Partner

Dothan Concrete Investments Management,

LLC

By: SunTX Capital Management Corp.,

its sole member

By:

/s/ Ned N. Fleming, III

Name: Ned N. Fleming, III

Title: Managing Partner

Suncrete, Inc.

By:

/s/ Randall Edgar

Name: Randall Edgar

Title: Chief Executive Officer

Signature Page – Amendment No. 1 to Dothan Management and

Consulting Agreement

EX-14.1 — EXHIBIT 14.1

EX-14.1

Filename: tm2611641d1_ex14-1.htm · Sequence: 20

Exhibit 14.1

SUNCRETE, INC.

CODE OF BUSINESS CONDUCT AND ETHICS

This Code of Business Conduct

and Ethics (the “Code”) embodies the commitment of Suncrete, Inc. (the “Company”)

to conduct their businesses in accordance with all applicable laws, rules and regulations and the highest ethical standards. All

employees, including executive officers, and members of our Board of Directors, are expected to adhere to the principles and procedures

set forth in this Code that apply to them. The Company also expects the consultants it retains generally to abide by this Code.

1. Compliance and Reporting

Employees and directors should

strive to identify and raise potential issues before they lead to problems, and should ask about the application of this Code whenever

in doubt. Any employee or director who becomes aware of any existing or potential violation of this Code has an obligation to promptly

notify the Company’s compliance officer as shall be designated from time to time (the “Compliance Officer”);

provided, however, that the Company’s initial Compliance Officer shall be the Company’s Chief Financial Officer. Such communications

will be kept confidential to the extent feasible, provided that any concern about questionable accounting or auditing matters submitted

by an employee will be kept confidential, and may be made anonymously, to the extent requested by the employee. The Company will take

such disciplinary or preventive actions as it deems appropriate to address any existing or potential violation of this Code brought to

its attention. If the employee or director is not satisfied with the Company’s response, or if there is reason to believe that notification

to the Compliance Officer is inappropriate in a particular case, the employee or director should contact the Audit Committee of the Company’s

Board of Directors.

Any questions relating to

how these policies should be interpreted or applied should be addressed to the Compliance Officer.

The Company prohibits retaliation

of any kind against an individual who has made a good faith report of a violation or potential violation of this Code.

2. Public Disclosure

It is the Company’s

policy that the information in its public communications, including all Securities and Exchange Commission (“SEC”)

filings, be full, fair, accurate, timely and understandable. All employees and directors who are involved in the disclosure process, including

the Chief Financial Officer and his or her staff, are responsible for acting in furtherance of this policy. In particular, these individuals

are required to maintain familiarity with the disclosure requirements applicable to the Company and are prohibited from knowingly misrepresenting,

omitting, or causing others to misrepresent or omit, material facts about the Company to others, whether within or outside the Company,

including the Company’s independent auditors. In addition, any employee or director who has a supervisory role in the Company’s

disclosure process has an obligation to discharge his or her responsibilities diligently.

3. Financial Statement and Other Records

All of the Company’s

books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company’s

transactions and must conform both to applicable legal requirements and to the Company’s system of internal controls. Unrecorded

or “off the books” funds or other assets should not be maintained unless permitted by applicable laws, rules and regulations.

Employees and directors should

always retain or destroy records according to the Company’s record retention policies. In the event of litigation or governmental

investigation that could involve any particular records, however, none of such records should be destroyed and, in the event that any

such records were in the process of being destroyed in the ordinary course of business in accordance with the Company’s policies,

such destruction shall immediately cease and the Compliance Officer should be consulted immediately.

4. Compliance with Laws, Rules and Regulations

It is the Company’s

policy to comply with all applicable laws, rules and regulations. It is the personal responsibility of each employee and director

to determine which laws, rules and regulations apply to his or her position with the Company and to adhere to the standards and restrictions

imposed by those laws, rules and regulations. Generally, it is both illegal and against Company policy for any employee or director

who is aware of material non-public information relating to the Company, any of the Company’s clients or any other private or governmental

issuer of securities to buy or sell any securities of the Company or any such other issuers, or recommend that another person buy, sell

or hold the securities of the Company or those other issuers.

Additionally, more detailed

rules governing the trading of securities by the Company’s officers and directors are set forth in the Company’s insider

trading policies, as in effect from time to time.

Any employee or director who

is uncertain about the legal or other rules involving his or her purchase or sale of any Company securities or any securities of

issuers that he or she is familiar with by virtue of his or her work for the Company must consult with the Compliance Officer before making

any such purchase or sale.

5. Personal Conflicts of Interest

A “personal conflict

of interest” occurs when an individual’s private interest improperly interferes with the interests of the Company. Personal

conflicts of interest are prohibited as a matter of Company policy, unless the Company has approved them in advance. In particular, an

employee or director must never use or attempt to use his or her position at the Company to obtain any improper personal benefit for himself

or herself, for his or her family members, or for any other person, including loans or guarantees of obligations, from any person or entity.

Employees and directors must seek to avoid any activity that is a conflict of interest or has the appearance of a conflict of interest

with the Company.

Any employee or director who

is aware of a transaction or relationship that could reasonably be expected to give rise to a conflict of interest should discuss the

matter promptly with the Compliance Officer. Disclosure of any potential conflict is the key to remaining in full compliance with this

Code.

6. Corporate Opportunities

Employees and directors owe

a duty to the Company to advance the Company’s legitimate business interests when the opportunity to do so arises. Generally, subject

to the terms of the Company’s certificate of incorporation or bylaws, employees and directors are prohibited from taking for themselves

(or directing to a third party) a corporate opportunity that is discovered through the use of corporate property, information or position,

unless the Company has first been offered the opportunity and turned it down. Additionally, employees and directors are prohibited from

using corporate property, information or position for improper personal gain or competing with the Company.

2

If an employee or director

has any question about corporate opportunities or whether any use of Company property or services is improper, such person should consult

with the Compliance Officer in advance.

7. Confidentiality

In carrying out the Company’s

business, employees and directors often learn confidential or proprietary information about the Company, its customers, prospective customers

or other third parties. Employees and directors must maintain the confidentiality of all information so entrusted to them, except when

disclosure is authorized by the Company or otherwise legally mandated. Confidential or proprietary information includes, among other things,

any non-public information concerning the Company relating to its businesses, financial performance and results or prospects and any non-public

information provided by a third party (including a customer) with the expectation that the information will be kept confidential and used

solely for the business purpose for which it was conveyed.

8. Fair Dealing

The Company has a history

of succeeding through honest business competition. It does not seek competitive advantages through illegal or unethical business practices.

Each employee and director should endeavor to deal fairly with the Company’s customers, service providers, suppliers, competitors

and employees. No employee or director should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information,

misrepresentation of material facts, or any unfair dealing practice.

9. Equal Employment Opportunity and Harassment

The Company’s focus

in personnel decisions is on merit and individual contribution. Concern for the personal dignity and individual worth of every person

is an indispensable element in the standard of conduct that the Company has set for itself. The Company affords equal employment opportunity

to all qualified persons. This means equal opportunity in regard to each individual’s terms and conditions of employment and in

regard to any other matter that affects in any way the working environment for the employee. The Company does not tolerate or condone

any type of discrimination prohibited by law, including sexual or other harassment.

10. Protection and Proper Use of Firm Assets

All employees and directors

should protect the Company’s assets and ensure their efficient use. All Company assets should be used for legitimate business purposes

only.

11. Waivers of This Code

From time to time, the Company

may waive certain provisions of this Code. Any employee or director who believes that a waiver may be called for should discuss the matter

in advance with the Compliance Officer. Only the Board of Directors of the Company or a committee of the Board of Directors of the Company

to which such responsibility has been delegated may grant waivers hereunder for executive officers or directors of the Company.

3

EX-16.1 — EXHIBIT 16.1

EX-16.1

Filename: tm2611641d1_ex16-1.htm · Sequence: 21

Exhibit 16.1

April 14, 2026

Office of the Chief Accountant

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Ladies and Gentlemen:

We have read the statements of Suncrete, Inc.

(successor to Haymaker Acquisition Corp 4) included under Item 4.01 of its Form 8-K dated April 14, 2026. We agree with the statements

concerning our Firm under Item 4.01 of that Form 8-K. We are not in a position to agree or disagree with other statements contained therein.

Very truly yours,

/s/ WithumSmith+Brown, PC

WithumSmith+Brown, PC

EX-21.1 — EXHIBIT 21.1

EX-21.1

Filename: tm2611641d1_ex21-1.htm · Sequence: 22

Exhibit 21.1

Subsidiaries of the Registrant

Subsidiary

Jurisdiction of Incorporation or Formation

Haymaker Acquisition Corp. 4

Delaware

Concrete Partners Holding, LLC

Delaware

Concrete Partners, LLC

Delaware

Eagle Concrete Holdings, LLC

Delaware

Eagle Redi-Mix Concrete, LLC

Oklahoma

RAM Transportation, LLC

Oklahoma

Schwarz Sand, LLC

Oklahoma

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2611641d1_ex99-1.htm · Sequence: 23

Exhibit 99.1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

FIRM

To the Stockholders and the Board of Directors

of

Suncrete Inc.:

Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheet of Suncrete Inc. as of December 31, 2025, and the related consolidated statements of operations, changes in stockholder’s

deficit, and cash flows for the period from September 30, 2025 (Inception) to December 31, 2025, and the related notes (collectively

referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly,

in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its

cash flows for the period from September 30, 2025 (Inception) to December 31, 2025, in conformity with accounting principles

generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been

prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, if the Parent

is unable to raise additional funds to alleviate liquidity needs and complete a business combination by July 28, 2026, then the

Company will cease all operations except for the purpose of liquidating. The liquidity condition raises substantial doubt about the Company’s

ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial

statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the

responsibility of the Company’s management. Our responsibility is to express an opinion on the Company's consolidated financial

statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United

States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated

financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were

we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an

understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the

Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess

the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures

that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides

a reasonable basis for our opinion.

/s/ WithumSmith+Brown, PC

We have served as the Company's auditor since

2025.

New York, New York

April 14, 2026

SUNCRETE INC.

CONSOLIDATED BALANCE SHEET

DECEMBER 31, 2025

ASSETS

Total Current Assets

$ —

TOTAL ASSETS

$ —

LIABILITIES AND STOCKHOLDER’S DEFICIT

Accounts payable and accrued expenses

$ 31,519

TOTAL LIABILITIES

31,519

Commitments and Contingencies

STOCKHOLDER’S DEFICIT

Common stock, $0.0001 par value; 1,000 shares authorized, 100 issued and outstanding

10

Stock subscription receivable

(10 )

Additional paid-in capital

—

Accumulated deficit

(31,519 )

Total Stockholder’s Deficit

(31,519 )

TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT

$ —

The accompanying notes are an integral part

of the financial statements.

SUNCRETE INC.

CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE PERIOD FROM SEPTEMBER 30, 2025 (INCEPTION)

TO DECEMBER 31, 2025

General and administrative expenses

$ 31,519

Loss from operations

(31,519 )

Net loss

$ (31,519 )

Weighted average shares of common stock outstanding, basic and diluted

1,000

Basic and diluted net loss per share of common stock

$ (31.52 )

The accompanying notes are an integral part

of these financial statements.

SUNCRETE INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDER’S

DEFICIT

FOR THE PERIOD FROM SEPTEMBER 30, 2025 (INCEPTION)

TO DECEMBER 31, 2025

Common Stock

Share

Subscription

Additional

Paid-in

Accumulated

Total

Stockholder’s

Shares

Amount

Receivable

Capital

Deficit

Deficit

Balance — September 30, 2025 (inception)

—

$

—

—

$

—

$

—

$

—

Issuance of common stock

1,000

10

(10 )

—

—

—

Net loss

—

—

—

—

(31,519 )

(31,519 )

Balance – December 31, 2025

1,000

$ 10

$ (10 )

$ —

$ (31,519 )

$ (31,519 )

The accompanying notes are an integral part

of these financial statements.

SUNCRETE INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM SEPTEMBER 30, 2025 (INCEPTION)

TO DECEMBER 31, 2025

Cash Flows from Operating Activities:

Net loss

$ (31,519 )

Adjustments to reconcile net loss to net cash used in operations:

Changes in operating assets and liabilities:

Accounts payable and accrued expenses

31,519

Net cash used in operating activities

—

Net Change in Cash

—

Cash – Beginning of period

—

Cash – End of year

$ —

The accompanying notes are an integral part

of these financial statements.

SUNCRETE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS

OPERATIONS

Suncrete Inc. (the “Company”)

(together with its two wholly-owned subsidiaries Haymaker Merger Sub I, Inc. and Haymaker Merger Sub II, LLC) was incorporated in

Delaware on September 30, 2025. The Company was formed for the purpose of consummating the transactions contemplated in the Merger

Agreement, as defined below, to facilitate the consummation of the Business Combination.

Proposed Business Combination

On October 9, 2025, the Company, Haymaker

Acquisition Corp. 4, a Cayman Islands exempted company (“Haymaker” or “SPAC”), Haymaker Merger Sub I, Inc.,

a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub I”), Haymaker Merger Sub II, LLC,

a Delaware limited liability company and direct wholly owned subsidiary of the Company (“Merger Sub II” and together with

Merger Sub I, the “Merger Subs”), and Concrete Partners Holding, LLC, a Delaware limited liability company (“Suncrete”),

entered into a Business Combination Agreement, dated as of October 9, 2025 (the “Business Combination Agreement”).

Pursuant to the Business Combination Agreement,

and subject to the terms and conditions contained therein, the Business Combination will be effected in three steps: (a) SPAC will

change its jurisdiction of incorporation from the Cayman Islands to the State of Delaware (the “Domestication” and the time

at which the Domestication becomes effective, the “Domestication Effective Time”), (b) immediately following the Domestication

Effective Time, Merger Sub I will merge with and into SPAC (the “Initial Merger”), with SPAC surviving the Initial Merger

as a wholly owned subsidiary of the Company (the time at which the Initial Merger becomes effective, the “Initial Merger Effective

Time”); and (c) immediately following the Initial Merger Effective Time, Merger Sub II will merge with and into Suncrete (the

“Acquisition Merger” and, together with the Initial Merger, the “Mergers”, and collectively with the Domestication

and all other transactions contemplated by the Business Combination Agreement, the “Business Combination”), with Suncrete

surviving the Acquisition Merger as a wholly owned subsidiary of New Suncrete..

Liquidity and Going Concern

On December 31, 2025,

the Company reported net loss of $31,519. As of December 31, 2025, the Company had an aggregate cash of $0 and a working capital

deficit of $31,519.

The accompanying consolidated

financial statements have been prepared assuming the Company will continue as a going concern. If the Business Combination is not consummated

by July 28, 2026 (or as extended by the shareholders) (the “Combination Period”), then the Company will cease all operations

except for the purpose of liquidating. The liquidity condition and potential dissolution if the Business Combination is not consummated

by the Combination Period raise substantial doubt about the Company’s ability to continue as a going concern.

As a result of the above,

in connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s

(“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s

Ability to Continue as a Going Concern,” management has determined that the Company’s liquidity condition raises substantial

doubt about the Company’s ability to continue as a going concern through twelve months from the date these financial statements

are available to be issued. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded

assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

SUNCRETE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING

POLICIES

Basis of Presentation

The accompanying consolidated

financial statements, which include the consolidated financial statements of the Company and its wholly-owned subsidiaries, have been

prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”)

and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”).

Use of Estimates

The preparation of consolidated

financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported

amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements

and the reported amounts of revenues and expenses during the reporting periods.

Making estimates requires

management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation

or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate,

could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those

estimates.

Cash and Cash Equivalents

The Company considers all

short-term investments with an original maturity date of three months or less when purchased to be cash equivalents. The Company

did not have any cash or cash equivalents as of December 31, 2025.

Net Loss Per Share

Net loss per share is computed

by dividing net loss by the weighted average number of shares outstanding for the period. For purposes of calculating diluted loss per

share, the denominator includes both the weighted average number of shares outstanding during the period and the number of common share

equivalents if the inclusion of such common share equivalents is dilutive.

Recent Accounting Standards

Management does not believe

that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s

financial statements.

NOTE 3. RELATED PARTY TRANSACTIONS

Amounts due to related party

represent formation costs paid on behalf of the Company by its stockholder. The Company’s stockholder is expected to pay the accrued

expenses of the Company at the closing of the Business Combination.

NOTE 4. STOCKHOLDER’S DEFICIT

Common Stock

The Company is authorized

to issue 1,000 shares of common stock with a par value of $0.0001 per share. At December 31, 2025, there are 1,000 shares of common

stock issued and outstanding. Each share of common stock entitles the holder to one vote.

NOTE 5. SEGMENT REPORTING

ASC Topic 280, “Segment

Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products,

services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business

activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is

regularly evaluated by the chief operating decision market (“CODM”), or group, in deciding how to allocate resources and

assess performance.

The CODM has been identified

as the Chief Executive Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions

about allocating resources and assessing financial performance. Accordingly, management has determined that there is only one reportable

segment.

The CODM assesses performance

for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations

as net income or loss. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM

reviews the key metric below included in net income or loss:

December 31, 2025

General and administrative expenses

$ 31,519

Operating expenses are reviewed

and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination or similar

transaction within the business combination period. The CODM also reviews operating expenses to manage, maintain and enforce all contractual

agreements to ensure costs are aligned with all agreements and budget. Operating expenses, as reported on the statement of operations,

are the significant segment expenses provided to the CODM on a regular basis.

NOTE 6. SUBSEQUENT EVENTS

The Company evaluated subsequent

events and transactions that occurred after the consolidated balance sheet date up to the date that the financial statements were issued.

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in these

consolidated financial statements, other than as described below:

On April 8, 2026, the

Company consummated the previously announced Business Combination with Haymaker Acquisition Corp. 4.

EX-99.2 — EXHIBIT 99.2

EX-99.2

Filename: tm2611641d1_ex99-2.htm · Sequence: 24

Exhibit 99.2

INDEX TO FINANCIAL INFORMATION

Audited Consolidated Financial Statements of Concrete Partners

Holding, LLC (Successor) and Combined Financial Statements of Eagle Redi-Mix Concrete, LLC and Ram Transportation, LLC (Predecessor)

Reports of Independent Registered Public Accounting Firm

F-2

Consolidated Balance Sheets as of December 31, 2025 and 2024 (Successor)

F-3

Consolidated Statement of Operations for the Year Ended December 31,

2025 and for the Period from Inception (May 22, 2024) through December 31, 2024 (Successor) and Combined Statements of Operations

for the period from January 1, 2024 through July 29, 2024 and the Year Ended

December 31, 2023 (Predecessor)

F-4

Consolidated Statement of Changes in Mezzanine Equity and Common Unitholder

Equity for the Year Ended December 31, 2025 and for the Period from Inception (May 22, 2024) through December 31, 2024

(Successor), and Combined Statements of Changes in Common Unitholder Equity for the Period from January 1, 2024 through July 29,

2024 (Predecessor) and the Year Ended December 31, 2023 (Predecessor)

F-5

Consolidated Statement of Cash Flows for the Year Ended December 31,

2025 and for the Period from Inception (May 22, 2024) through December 31, 2024 (Successor), and Combined Statements of Cash

Flows for the Period from January 1, 2024 through July 29, 2024 and the Year Ended

December 31, 2023 (Predecessor)

F-6

Notes to Consolidated and Combined Financial Statements

F-7

F-1

REPORT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Unitholders

Concrete Partners Holding, LLC

Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of Concrete

Partners Holding, LLC (a Delaware corporation) (and subsidiaries) (the “Successor”) (the “Company”) as of December

31, 2025 and 2024, the related consolidated statements of operations, changes in mezzanine equity and common unitholder equity, and cash

flows for the year ended December 31, 2025 and for the period from May 22, 2024 (date of inception) to December 31, 2024, and the related

notes. We have audited the accompanying combined statements of operations, changes in common unitholder equity, and cash flows for the

period from January 1, 2024 to July 29, 2024 and the year ended December 31, 2023, and the related notes of Eagle Redi-Mix Concrete, LLC

and Ram Transportation, LLC (collectively, the “Predecessor”) (Oklahoma limited liability companies and subsidiaries of the

Company). All statements referenced are collectively referred to as the “consolidated and combined financial statements” In

our opinion, the consolidated and combined financial statements present fairly, in all material respects, the financial position of the

Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the year ended December 31, 2025 (Successor),

the period from May 22, 2024 (date of inception) to December 31, 2024 (Successor), the period from January 1, 2024 to July 29, 2024 (Predecessor),

and the year ended December 31, 2023 (Predecessor), in conformity with accounting principles generally accepted in the United States of

America.

Basis for opinion

These consolidated and combined financial statements are the responsibility

of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated and combined financial

statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United

States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with U.S. federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB

and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and

perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due

to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial

reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for

the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly,

we express no such opinion.

Our audits included performing procedures to assess the risks of material

misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures

included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included

evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation

of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ GRANT THORNTON LLP

We have served as the Company’s auditor since 2024.

Tulsa, Oklahoma

April 14, 2026

F-2

CONCRETE PARTNERS HOLDING,

LLC

Consolidated Balance Sheets

as of December 31, 2025 and 2024 (Successor)

(in thousands, except

unit amounts)

December 31,

2025

December 31,

2024

Assets

Current assets:

Cash and cash equivalents

$ 6,333

$ 8,410

Accounts receivable, net

33,699

19,774

Inventory

8,723

5,007

Other current

assets

5,047

1,241

Total current assets

53,802

34,432

Property, plant and equipment:

Property, plant and equipment, at cost

168,767

70,965

Less: accumulated

depreciation

(15,930 )

(4,072 )

Property, plant and equipment, net

152,837

66,893

Goodwill

79,505

79,505

Customer relationships, net

71,373

61,636

Trade names

24,800

16,800

Other noncurrent assets, net

2,385

980

Total assets

$ 384,702

$ 260,246

Liabilities, Redeemable Mezzanine Equity and Common Unitholder

Equity (Deficit)

Current liabilities:

Accounts payable

$ 12,558

$ 5,094

Accrued liabilities

27,080

3,044

Current portion of lease liabilities

475

361

Long-term debt,

current portion

13,654

6,500

Total current liabilities

53,767

14,999

Long-term lease liability

1,727

361

Long-term debt,

net

186,625

122,485

Total liabilities

242,119

137,845

Commitments and contingencies (Note 15)

Redeemable mezzanine equity:

Redeemable senior

preferred units, 26,000,000 units issued and outstanding (at redemption value)

26,590

26,590

Redeemable preferred

units, 115,700,000 units and 95,700,000 units issued and outstanding (at redemption value) at December 31, 2025 and 2024, respectively

130,623

99,832

Common unitholder equity (deficit), 95,700,000

units issued and outstanding

(14,630 )

(4,021 )

Total

liabilities, redeemable mezzanine equity and common unitholder equity (deficit)

$ 384,702

$ 260,246

The accompanying notes are an integral part of

these financial statements.

F-3

CONCRETE PARTNERS HOLDING,

LLC (SUCCESSOR) AND COMBINED EAGLE REDI-MIX CONCRETE, LLC AND RAM TRANSPORTATION, LLC (PREDECESSOR)

Consolidated Statement of

Operations for the Year Ended December 31, 2025 and for the Period from Inception (May 22, 2024) through December 31,

2024 (Successor), and Combined Statements of Operations for the Period from January 1, 2024 through July 29, 2024 and the Year

Ended December 31, 2023 (Predecessor)

(in thousands, except

units and per units amounts)

Successor

Predecessor

Year ended

December 31,

2025

Period

from

Inception

(May 22, 2024)

through

December 31,

2024

Period

from

January 1, 2024

through

July 29, 2024

Year ended

December 31,

2023

Revenues

$ 194,871

$ 79,650

$ 103,661

$ 144,279

Cost of goods sold

127,925

49,419

65,065

93,093

Gross profit

66,946

30,231

38,596

51,186

Operating expenses:

Selling, general and administrative

expenses (1)

45,553

16,346

16,883

22,665

Acquisition-related costs (2)

6,696

7,422

—

—

(Gain) loss on

disposal of assets, net

272

(108 )

40

197

Total operating expenses

52,521

23,660

16,923

22,862

Operating income

14,425

6,571

21,673

28,324

Other income (expense):

Other expenses

(418 )

(319 )

(285 )

(471 )

Interest expense,

net

(12,032 )

(5,173 )

(924 )

(878 )

Total other income (expense)

(12,450 )

(5,492 )

(1,209 )

(1,349 )

Net income

1,975

1,079

20,464

26,975

Distributions to senior preferred unitholders

(2,340 )

(410 )

—

—

Accretion of redeemable preferred units

to redemption value

(10,791 )

(33,532 )

—

—

Net income (loss) attributable to

common unitholders

$ (11,156 )

$ (32,863 )

$ 20,464

$ 26,975

Weighted average common units outstanding

95,700,000

66,517,937

—

—

Basic and diluted income (loss)

per common units

(0.12 )

(0.49 )

—

—

(1) Includes approximately $2.8 million

of affiliated consultant compensation incurred during the 2025 Successor period, $0.9 million

during the 2024 Successor period, and $0 during the Predecessor period; see Note 19.

(2) Includes approximately $3.0 million

and $6.3 million of reimbursable third-party diligence costs and affiliated diligence and

integration fees incurred during the 2025 and 2024 Successor periods, respectively, and $0

during the Predecessor period; see Note 19.

The accompanying notes are an integral part of

these financial statements.

F-4

CONCRETE PARTNERS HOLDING,

LLC (SUCCESSOR) AND COMBINED EAGLE REDI-MIX CONCRETE, LLC AND RAM TRANSPORTATION, LLC (PREDECESSOR)

Consolidated Statement of

Changes in Mezzanine Equity and Common Unitholder Equity as of December 31, 2025 and for the Period from Inception (May 22, 2024) through

December 31, 2024 (Successor), Combined Statement of Changes in Common Unitholder Equity for the Period from January 1, 2024 through

July 29, 2024 and the Year Ended December 31, 2023 (Predecessor)

(unaudited)

(in thousands, except unit amounts)

Mezzanine

Equity

Senior

Preferred

Units

Senior

Preferred

($)

Preferred

Units

Preferred

($)

Common

Unitholder

Equity

Units

Common

Unitholder

Equity

(Deficit) ($)

Balance, January 1, 2023 (Predecessor)

$ 35,274

Net income

26,975

Distributions

(19,006 )

Balance, December 31, 2023 (Predecessor)

$ 43,243

Net income

20,464

Distributions

(13,378 )

Balance, July 29, 2024 (Predecessor)

$ 50,329

Balance, May 22, 2024 (Successor)

—

$ —

—

$ —

—

$ —

Issuance of preferred

and common units for cash

—

—

57,900,000

40,718

57,900,000

17,182

Issuance of senior

preferred units, preferred units, common units for concrete acquisition

26,000,000

26,000

37,800,000

26,582

37,800,000

11,218

Net income

—

—

—

—

—

1,079

Accretion to redemption value

—

1,000

—

32,532

—

(33,532 )

Distributions

—

(410 )

—

—

—

—

Share-based compensation

—

—

—

—

—

32

Balance, December 31, 2024 (Successor)

26,000,000

$ 26,590

95,700,000

$ 99,832

95,700,000

$ (4,021 )

Net income

—

—

—

—

—

1,975

Issuance of Preferred Units

—

—

20,000,000

20,000

—

—

Accretion to

redemption value

—

2,340

—

10,791

—

(13,131 )

Distributions

(2,340 )

—

—

—

—

Share-based compensation

—

—

—

—

—

547

Balance, December 31, 2025 (Successor)

26,000,000

$ 26,590

115,700,000

$ 130,623

95,700,000

$ (14,630 )

The accompanying notes are an integral part of

these financial statements.

F-5

CONCRETE PARTNERS HOLDING, LLC (SUCCESSOR)

AND COMBINED EAGLE REDI-MIX CONCRETE, LLC AND RAM TRANSPORTATION, LLC (PREDECESSOR)

Consolidated Statement of Cash Flows for the Year

Ended December 31, 2025 and for the Period from Inception (May 22, 2024) through December 31, 2024 (Successor), and Combined

Statements of Cash Flows for the Period from January 1, 2024 through July 29, 2024 and the Year Ended December 31, 2023

(Predecessor)

(in thousands)

Successor

Predecessor

Year ended

December 31, 2025

Period

from Inception (May 22, 2024) through December 31, 2024

Period

from January 1, 2024 through

July 29, 2024

Year ended

December 31, 2023

Cash Flows from Operating Activities:

Net income

$ 1,975

$ 1,079

$ 20,464

$ 26,975

Adjustments to

reconcile net income to net cash provided by operating activities:

Depreciation and amortization

19,035

6,740

4,827

6,087

(Gain) loss on disposal of assets, net

272

(108 )

40

197

Non-cash lease expense

177

(13 )

10

23

Non-cash share-based compensation

547

32

—

—

Non-cash debt issuance cost amortization

650

253

6

4

Changes in operating

assets and liabilities, net of effects of acquisitions:

Accounts receivable, net

(4,272 )

5,201

(8,023 )

(3,674 )

Inventory

(122 )

250

(916 )

(890 )

Other current assets

(868 )

(89 )

(300 )

(93 )

Accounts payable

1,372

(1,651 )

(1,084 )

3,492

Accrued liabilities

2,704

(896 )

2,626

105

Net cash provided by operating activities

21,470

10,798

17,650

32,226

Cash Flows from Investing Activities:

Additions to property, plant and and

equipment

(15,879 )

(3,617 )

(1,047 )

(9,194 )

Proceeds from sales of property, plant

and equipment

301

5

176

1,613

Insurance proceeds on property, plant

and equipment

—

158

—

—

Net cash paid

for acquisitions

(73,436 )

(189,215 )

(13,872 )

—

Net cash used in investing activities

(89,014 )

(192,669 )

(14,743 )

(7,581 )

Cash Flows from Financing Activities:

Borrowings of debt

86,823

136,200

11,097

—

Repayment of debt

(15,638 )

(5,250 )

(2,457 )

(4,629 )

Payment of debt issuance costs

(645 )

(2,464 )

(59 )

—

Proceeds from issuance of preferred

and common units

—

57,900

—

—

Payment of deferred financing costs

(2,733 )

—

—

—

Distributions

(2,340 )

(410 )

(14,274 )

(18,186 )

Net cash provided by (used in) financing

activities

65,467

185,976

(5,693 )

(22,815 )

Net change in cash and cash equivalents

(2,077 )

4,105

(2,786 )

1,830

Beginning cash and cash equivalents

8,410

4,305

7,091

5,261

Ending cash and cash equivalents

$ 6,333

$ 8,410

$ 4,305

$ 7,091

The accompanying notes are an integral part of

these financial statements.

F-6

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL

STATEMENTS

Note 1. Organization

Concrete Partners Holding, LLC (the “Company,”

the “Successor,” or “Concrete Holdings”) was formed in May 2024 as a Delaware limited liability company

to serve as a holding company. The Company subsequently formed Concrete Partners, LLC (“Concrete Partners”) and its wholly

owned subsidiary, Eagle Concrete Holdings, LLC (“Eagle Holdings”). Through Eagle Holdings, the Company wholly owns Eagle

Redi-Mix Concrete, LLC (“Eagle”) and Ram Transportation, LLC (“Ram”) (collectively, the “Predecessor”),

which are Oklahoma limited liability companies primarily engaged in the production and delivery of ready-mix concrete and related materials.

Eagle and Ram were under common control for all

periods presented. Accordingly, the accompanying Predecessor combined financial statements reflect the combined results of Eagle and

Ram as if they had been a single reporting entity for all historical periods.

On July 29, 2024 (the “Closing Date”),

the Company acquired 100% of the membership interests in Eagle and Ram from their previous equity holders (the “Concrete Acquisition”).

Following the acquisition, the Company operates an integrated ready-mix concrete platform serving infrastructure, commercial, and residential

construction projects throughout Oklahoma and Arkansas.

As a result of the Concrete Acquisition, the

accompanying financial statements reflect the activity of both the Successor and the Predecessor. The financial statements present four

distinct reporting periods: (i) a Successor period for the year ended December 31, 2025, (ii) a Successor period from

May 22, 2024 (date of inception) through December 31, 2024, (iii) a Predecessor period from January 1, 2024 through

July 29, 2024, and (iv) a Predecessor period for the year ended December 31, 2023. The Company was determined to be the

accounting acquirer and has applied the acquisition method of accounting in accordance with ASC 805, Business Combinations. Accordingly,

a black-line division has been placed between the Successor and Predecessor periods to signify the consolidated financial statements

for the Successor period are not comparable to the combined financial statements of the Predecessor period.

Although Concrete Holdings was formed on May 22,

2024, it had no operational activities or revenues prior to the acquisition of Eagle and Ram on July 29, 2024. From formation through

the Closing Date, the Company incurred certain acquisition-related costs in connection with the Concrete Acquisition, which have been

recorded in the consolidated financial statements. Other than these acquisition-related expenses, there were no substantive operating

activities prior to the acquisition date.

Note 2. Basis of Presentation and Significant

Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements

have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). All

material intercompany transactions and balances have been eliminated in consolidation.

F-7

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL

STATEMENTS

The Company accounts for business combinations

using the acquisition method of accounting. As described in Note 1, the financial statements distinguish between Predecessor and Successor

periods, which are not comparable.

Reclassifications

Certain prior period amounts have been reclassified

to conform to the current period financial statement presentation, including reclassifications related to property, plant and equipment.

These reclassifications had no impact on previously reported total assets, total liabilities, net income or stockholders' equity for

the periods presented.

Principles of Consolidation

The consolidated financial statements include

the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

The combined financial statements for the Predecessor

period represent the combination of the accounts of Eagle Redi-Mix Concrete, LLC and Ram Transportation, LLC, which were under common

ownership and management during the periods presented but were not consolidated with the Company. All intercompany balances and transactions

between Eagle and Ram have been eliminated in combination.

Use of Estimates

The preparation of the financial statements in

conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities

and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and

expenses during the reporting period. Significant estimates made by the Company include the estimated fair value of consideration transferred,

assets acquired, and liabilities assumed in business combinations, useful lives of property, plant and equipment and intangible assets,

and the valuation of share-based compensation awards. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand,

cash in bank accounts and highly liquid investments with original maturities of three months or less. The Company's total cash balances

are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000 per bank per depositor. The Company may hold

balances in excess of federally insured limits but monitors the creditworthiness of its financial institutions. As of December 31,

2025 and 2024, the Company had no restricted cash balances.

F-8

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL

STATEMENTS

Accounts Receivable

Accounts receivable represent customer obligations

due under normal trade terms and are recorded at the invoiced amount, net of an allowance for expected credit losses. Accounts receivable

originating in the normal course of business are recorded at cost. Accounts receivable acquired in a business combination are recorded

at fair value at the acquisition date, which approximates their net book value due to the short-term nature of the balances.

The Company sells ready-mix concrete and concrete

products to various customers. The Company performs ongoing credit evaluations of its customers’ financial condition and generally

requires no collateral. The allowance for expected credit losses is estimated based on the length of time receivables are past due, prior

loss history, current and expected economic conditions, trends in the construction industry, and the customer’s ability to pay.

The Company also considers individual credit risk profiles and writes off specific receivables once they are deemed uncollectible. Payments

subsequently received on accounts previously written off are credited back to the allowance. Additions to the allowance are recorded

as bad debt expense.

As of December 31, 2025 and 2024, the allowance

for expected credit losses was approximately $61,400. Accounts receivable are presented on the Consolidated Balance Sheets net of this

allowance.

No single customer accounted for more than 10%

of accounts receivable as of December 31, 2025. As of December 31, 2024, one customer accounted for more than 10% of accounts

receivable. The Company monitors credit risk through ongoing credit evaluations and reviews of customer payment history, credit ratings,

financial strength, and industry position.

The opening and closing balances of accounts

receivable from contracts with customers were $19.8 million and $33.7 million as of January 1, 2025 and December 31, 2025,

respectively. For comparative purposes, balances were $17.0 million and $19.8 million as of January 1, 2024 and December 31,

2024, respectively.

Inventory

Inventories consist primarily of raw materials

such as cement, sand, gravel, admixes and other components that are readily used in the production of ready-mix concrete, as well as

supplies for maintaining the Company’s plant facilities and equipment. Inventory is valued at the lower of cost or net realizable

value, with cost determined using either the first-in, first-out or average cost method. Inventory is evaluated for obsolescence or damage,

and any items identified as unusable are written off as an expense in the period identified.

F-9

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL

STATEMENTS

Property, Plant and Equipment, net

Property, plant and equipment are initially recorded

at cost or, if acquired in connection with a business combination, at fair value, and depreciated on a straight-line basis over their

estimated useful lives. Expenditures for additions and improvements that significantly add to the productive capacity or extend the useful

life of an asset are capitalized. Repair and maintenance costs that do not substantially expand productive capacity or extend the life

of property, plant and equipment are expensed as incurred. Leasehold improvements for operating leases are amortized over the lesser

of the term of the related lease or the estimated lives of the improvements.

Upon disposal of an asset, the cost and related

accumulated depreciation are removed from the Company’s accounts and any gain or loss is included in (Gain) loss on disposal of

assets, net on the Consolidated and Combined Statements of Operations.

Management periodically assesses the estimated

useful life over which assets are depreciated. If the analysis warrants a change in the estimated useful life of Property, plant and

equipment, management will reduce the estimated useful life and depreciate the carrying value prospectively over the revised remaining

useful life.

The estimated useful lives of the Company’s

property, plant and equipment is as follows:

Asset Category

Estimated Useful Life

Land

Not Depreciated

Buildings

30 years

Plant & Equipment

7-10 years

Vehicles

5 years

Office Equipment & Software

5-7 years

Intangible Assets – Customer Relationships

The Company’s intangible assets consist

of customer relationships and trade names acquired in business combinations. The Company amortizes customer relationships over their

estimated useful lives ranging from 8 to 10 years, using the straight-line method. See Note 4 for additional discussion of the Company’s

intangible assets.

Impairment of Long-Lived Assets

The Company’s long-lived assets (property,

plant and equipment and amortizable intangible assets) are tested for impairment whenever events or changes in business circumstances

indicate that the carrying amount of the asset may not be fully recoverable. A long-lived asset group is considered impaired when the

anticipated undiscounted future cash flows from the use and eventual disposition of the asset group is less than its carrying value.

If the carrying value is not recoverable, an impairment loss is measured as the excess of the asset’s carrying value over its estimated

fair value. No impairments of long-lived assets were recorded during any periods presented in the accompanying consolidated and combined

financial statements.

F-10

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL

STATEMENTS

Goodwill and Indefinite-Lived Intangible Assets

Goodwill represents the excess of consideration

over the fair value of net assets acquired and liabilities assumed in business combinations. The goodwill recorded in connection with

the Company’s business combinations is primarily attributable to the assembled workforces of the acquired businesses and the synergies

expected to arise after the Company’s acquisition of those businesses.

Goodwill and indefinite-lived intangible assets,

such as trade names, are not amortized, but are evaluated for impairment at least annually, or more frequently if facts or changes in

circumstances indicate that the asset’s fair value may be less than its carrying amount. The Company performed its annual assessment

as of December 31, 2025.

For purposes of the goodwill impairment assessment,

assets are grouped into “reporting units.” A reporting unit is either an operating segment or a component of an operating

segment, depending on how similar the components of the operating segment are to each other in terms of operational and economic characteristics.

As of December 31, 2025, the Company had

one reporting unit for goodwill impairment testing purposes, which aligns with its single operating segment. The Company performs a qualitative

assessment of relevant events and circumstances to evaluate the likelihood of goodwill impairment. If it is more likely than not that

the fair value of the reporting unit is less than its carrying amount, the Company performs a quantitative analysis to determine the

fair value of the reporting unit. If the fair value is less than the carrying amount, an impairment loss is recognized in an amount equal

to the excess of the carrying value of goodwill over its implied fair value, limited to the total goodwill allocated to the reporting

unit.

The Company performed a qualitative assessment as of December 31,

2025, 2024 and 2023 to determine whether it was more likely than not that the fair value of the reporting unit was greater than the carrying

value of the reporting unit. Based on these qualitative assessments, the Company determined that the fair value of its reporting unit

was more likely than not greater than the carrying value of the reporting units. As a result, no impairment of goodwill was recorded

during any of the periods in the accompanying consolidated and combined financial statements.

The Company also annually assesses the carrying

value of its indefinite-lived intangible assets other than goodwill. The Company performed a qualitative impairment assessment of its

indefinite-lived trade name licenses. The qualitative assessment did not identify indicators of impairment, and it was determined that

more likely than not the fair value of its indefinite-lived trade name license was more than its carrying amount.

F-11

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL

STATEMENTS

Revenue from Contracts with Customers

The Company earns revenue primarily from the

sale of concrete, with most revenue generated from orders under master purchase agreements or through direct sales to third-party contractors

and suppliers. Each contract typically includes a single performance obligation: the delivery of ready-mix concrete to the customer’s

job site. Control transfers and revenue is recognized at a point in time upon delivery, which is when the customer becomes obligated

to pay. The Company invoices customers at the time of delivery, and payment terms are generally 30 days.

The Company may earn additional revenue from

fuel surcharges, waiting time charges, extra stops, and other services. These items are considered variable consideration and are recognized

at the point in time the underlying performance obligation is satisfied — typically at the time of delivery — as the variability

is resolved at that time. These charges do not represent distinct performance obligations from the delivery of ready-mix concrete.

The Company does not offer rights of return or

refund to its customers. The Company had no contract assets, contract liabilities, or remaining performance obligations as of the Balance

Sheet dates presented.

Fair Value Measurements

Fair value is defined as the price that would

be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at

the measurement date. Fair value is based upon assumptions that market participants would use when pricing an asset or liability. The

Company uses the following fair value hierarchy, which prioritizes valuation technique inputs used to measure fair value into three broad

levels:

· Level

1: Quoted prices in active markets for identical assets and liabilities that the Company

has the ability to access at the measurement date.

· Level

2: Inputs (other than quoted prices included within Level 1) that are either directly or

indirectly observable for the asset or liability, including (i) quoted prices for similar

assets or liabilities in active markets, (ii) quoted prices for identical or similar

assets or liabilities in inactive markets, (iii) inputs other than quoted prices that

are observable for the asset or liability, and (iv) inputs that are derived from observable

market data by correlation or other means.

· Level

3: Unobservable inputs for the asset or liability including situations where there is little,

if any, market activity for the asset or liability.

The fair value hierarchy gives the highest priority

to quoted prices in active markets (Level 1) and the lowest priority to unobservable inputs (Level 3). In some cases, the inputs used

to measure fair value might fall into different levels of the fair value hierarchy. The lowest level input that is significant to a fair

value measurement determines the applicable level in the fair value hierarchy. Assessing the significance of a particular input to a

fair value measurement requires judgment, considering factors specific to the asset or liability.

F-12

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL

STATEMENTS

The carrying value of the Company’s long-term

debt approximates fair value. The carrying value of the Company’s current assets and current liabilities, including accounts receivable,

inventory, accounts payable, and accrued liabilities, approximates fair value due to their short-term maturities.

Redeemable Senior Preferred and Preferred

Units (Mezzanine Equity)

The Company classifies certain equity instruments

as mezzanine equity on the Consolidated Balance Sheet when such instruments contain redemption features that are not solely within the

control of the Company or its subsidiaries. As of December 31, 2025 and 2024, the Company presented its senior preferred units and

preferred units as mezzanine equity in the Consolidated Balance Sheet.

Redeemable equity securities are initially recognized

at their fair value on the issuance date. Because both the senior preferred units and the preferred units are currently redeemable, they

are remeasured to their maximum redemption value at each reporting date.

The Company evaluates mezzanine equity instruments

at each reporting period to determine if reclassification to permanent equity or liability treatment is required.

Right of Use Assets and Lease Liabilities

At the inception of a contractual arrangement,

the Company determines whether a contract contains a lease by assessing whether the contract conveys to the Company the right to control

the use of an identified asset in exchange for consideration over a period of time. Leases are accounted for by recognizing right-of-use

assets and lease liabilities at the lease commencement date.

The Company measures and records an operating

lease liability equal to the present value of the future lease payments. The present value is calculated using the Company’s incremental

borrowing rate, unless the rate implicit in the lease is readily determinable.

The amount of the operating lease right-of-use

asset consists of: (i) the amount of the initial measurement of the operating lease liability, (ii) any lease payments made

at or before the commencement date, minus any lease incentives received, and (iii) any initial direct costs incurred. The present

value calculation may account for an option to extend or terminate the lease when it is reasonably certain that the Company will exercise

the option. A portion of the Company’s lease contracts contain the option to extend or renew. The Company assesses these options

for individual leases in determining the initial measurement of the operating lease liability.

The Company has elected not to apply the recognition

requirements of ASC 842 to short-term leases (an initial term of 12 months or less at the commencement date). The Company recognizes

lease expense in the statements of operations on a straight-line basis over the lease term.

F-13

NOTES TO CONSOLIDATED

AND COMBINED FINANCIAL STATEMENTS

Debt Issuance Costs

Costs associated with revolving loans are capitalized

and amortized over the life of the arrangement on a straight-line basis. Unamortized debt issuance costs for revolving loans are reflected

as a component of Other noncurrent assets in the Consolidated Balance Sheets. Costs associated with term loans are capitalized and amortized

over the life of the term loan using the effective interest method. Unamortized debt issuance costs for term loans are reflected as a

reduction of Long-term debt, net in the Consolidated Balance Sheets. The amortization of all debt issuance costs is reflected as a component

of Interest expense, net in the Consolidated and Combined Statements of Operations.

Business Combinations

The Company accounts for business combinations

using the acquisition method of accounting in accordance with ASC 805, Business Combinations (“ASC 805”), which requires

the Company to recognize the identifiable tangible and intangible assets acquired and liabilities assumed at their estimated fair values

as of the acquisition date, other than leases and contract assets and liabilities acquired in connection with business combinations.

The excess of the purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill.

Determining the fair values of assets acquired

and liabilities assumed requires judgment and often involves the use of significant estimates and assumptions. The Company engages third-party

appraisal firms when appropriate to assist in the fair value determination of assets acquired and liabilities assumed. Acquisition-related

expenses and transaction costs associated with business combinations are expensed as incurred.

Income Taxes

The Company is organized as a limited liability

company and taxed as a partnership for federal income tax purposes. As a result, income or loss are taxable or deductible to the members

rather than at the Company level. Accordingly, no provision has been made for federal income taxes in the accompanying consolidated financial

statements. In certain instances, the Company may be subject to state taxes on income arising in or derived from the state tax jurisdictions

in which it operates.

Uncertain income tax positions are evaluated

in a two-step process. The Company first determines whether it is more likely than not that a tax position will be sustained upon examination.

If a tax position meets the more likely than not threshold, the uncertain tax position is then measured to determine the amount of expense

to record in the consolidated financial statements. The tax expense recorded would be equal to the largest amount of expense related

to the outcome that is 50.0% or greater likely to occur. The Company classifies any potential accrued interest recognized on an underpayment

of income taxes as interest expense and classifies any statutory penalties recognized on a tax position taken as operating expense. As

of December 31, 2025 and 2024, the Company had no material uncertain tax positions that would require recognition or disclosure.

The Company did not incur any penalties or interest

related to its state tax returns during the year ended December 31, 2025; the Successor period of May 22, 2024 through December 31,

2024, the Predecessor period of January 1, 2024 through July 29, 2024, or the Predecessor year ended December 31, 2023.

F-14

NOTES TO CONSOLIDATED

AND COMBINED FINANCIAL STATEMENTS

Commitments and Contingencies

Liabilities for loss contingencies arising from

claims, assessments, litigation or other sources are recorded when it is probable that a liability has been incurred and the amount can

be reasonably estimated. Liabilities for environmental remediation or restoration claims resulting from allegations of improper operation

of assets are recorded when it is probable that obligations have been incurred and the amounts can be reasonably estimated.

Share-Based Compensation

The Company accounts for share-based compensation

under the fair value method of accounting. Compensation cost is measured at the grant date for equity-classified awards and is recognized

over the service period, which is generally the vesting period. The Company recognizes compensation cost on a straight-line basis over

the requisite service period for each award. To calculate fair value, the Company uses an option pricing model based on the value of

its common units on a fully diluted basis. As of December 31, 2025 and 2024, all awards outstanding were equity-classified. Share-based

compensation cost for all types of awards is included in Selling, general and administrative expenses in the Consolidated Statement of

Operations.

Note 3. Acquisitions

Thunder Acquisition

On October 17, 2025 (the “Closing

Date”), Eagle Redi-Mix Concrete, LLC, a subsidiary of the Company (“Eagle”), entered into an equity and asset purchase

and contribution agreement (the “Equity and Asset Purchase and Contribution Agreement”) with SRM, Inc., an Oklahoma

corporation (“Schwarz Ready Mix”), SRM Leasing, LLC, an Oklahoma limited liability company (“Schwarz Leasing”),

Schwarz Sand, LLC an Oklahoma limited liability company (“Schwarz Sand,” and together with Schwarz Ready Mix and Schwarz

Leasing, the “Schwarz Entities”), the equity holders of Schwarz Ready Mix and Schwarz Leasing (collectively, the “Owners”),

the equity holders of Schwarz Sand (collectively, the “Schwarz Sand Sellers”), certain other transaction beneficiaries, and

Schwarz Ready Mix, in its capacity as a representative of the selling parties.

Pursuant to the Equity and Asset Purchase and

Contribution Agreement, Eagle acquired substantially all of the assets of Schwarz Ready Mix and Schwarz Leasing and all of the issued

and outstanding equity interests of Schwarz Sand (collectively, the “Thunder Acquisition”). The aggregate purchase price

included $97.0 million in cash consideration ($74.3 million paid at closing and $22.7 million deferred until June 30,

2026) and 20,000,000 Company Preferred Units issued to the sellers as rollover equity.

The primary operations of the Schwarz Entities

consist of providing high quality concrete materials across central Oklahoma and includes 20 plants and 115 mixer trucks. The acquisition

expands the Company’s footprint in central Oklahoma, enhances its production capacity, and is expected to provide operational and

procurement synergies.

F-15

NOTES TO CONSOLIDATED

AND COMBINED FINANCIAL STATEMENTS

The Thunder Acquisition was accounted for as

a business combination. The Company, through its wholly owned subsidiary Eagle, is the accounting acquirer, as it obtained control of

the Schwarz Entities. The assets acquired and liabilities assumed are recorded at their respective fair values as of the Closing Date.

In connection with the Thunder Acquisition, the Company expensed approximately $5.1 million of transaction costs during the year ended

December 31, 2025, which is recorded within “Acquisition-related costs” in the Consolidated Statement of Operations.

In connection with the Thunder Acquisition, the

Company engaged a third-party valuation specialist to assist in determining the fair value of acquired intangible and tangible assets

as of the acquisition date. The fair value of acquired “Customer Relationships” was estimated using the income approach,

specifically the multi-period excess earnings method, which involves projecting net cash flows attributable to the asset and applying

contributory asset charges. The fair value of the “Trade Name” was determined using the income approach, specifically the

relief-from-royalty method. This method estimates the value of a trade name based on the principle of avoided costs — that

is, estimating the benefit of not having to pay a licensing fee to use the name. The valuation reflects the projected royalty savings

attributable to the continued use of the acquired trade name. The fair value of “Property, Plant and Equipment” was determined

using a combination of the cost approach and market approach, depending on the nature of the underlying assets. The cost approach was

applied to assets based on current replacement cost less depreciation, while the market approach was used for equipment types with observable

market activity.

No goodwill was recognized in connection with

the Thunder Acquisition, as the total consideration transferred approximated the fair value of the identifiable net assets acquired.

For the period from October 17, 2025 through

December 31, 2025, the Company recognized approximately $13.6 million of revenue and $0.8 million of net loss attributable to the

Schwarz Entities, which are included in the consolidated statement of operations for the year ended December 31, 2025.

Additionally, the Company recognized approximately

$0.4 million of amortization expense related to acquired customer relationships, as discussed in Note 4 — Intangible

Assets and Goodwill. This expense is included within “Selling, general and administrative expenses” in the Consolidated Statement

of Operations for the year ended December 31, 2025.

The purchase price allocation is preliminary

and may be adjusted during the measurement period in accordance with ASC 805. Preliminary amounts primarily relate to the valuation of

certain property, plant and equipment and identifiable intangible assets.

F-16

NOTES TO CONSOLIDATED

AND COMBINED FINANCIAL STATEMENTS

The consideration transferred and the fair value

of the assets acquired and liabilities assumed by the Company were as follows (in thousands):

Consideration (preliminary):

Cash paid at Closing Date

$ 74,300

Fair value of deferred payment liability

22,226

Fair value of redeemable preferred units

20,000

Closing adjustments

(1,394 )

Total consideration

$ 115,132

Preliminary fair value of assets acquired:

Cash and cash equivalents

$ 864

Accounts receivable

9,653

Prepaid expenses

206

Inventory

3,594

Property, plant and equipment

82,810

Customer relationships

16,600

Trade name

8,000

Other noncurrent

assets

490

Amount attributable

to assets acquired

$ 122,217

Preliminary fair value of liabilities assumed:

Accounts payable

$ 6,092

Current portion of lease liabilities

161

Accrued liabilities

503

Long-term lease liability

329

Amount attributable

to liabilities assumed

$ 7,085

Total identifiable

net assets acquired

$ 115,132

Unaudited Pro Forma and Supplemental Financial Information

The following unaudited pro forma consolidated

results of operations give effect to the Thunder Acquisition as if it had occurred on January 1, 2024. The pro forma results

reflect adjustments for amortization of acquired intangible assets and depreciation of property and equipment based on estimated fair

values.

F-17

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL

STATEMENTS

The pro forma results exclude approximately

$5.1 million of transaction costs incurred in connection with the Thunder Acquisition during 2025, as such costs were nonrecurring,

and do not reflect any anticipated cost savings, operating synergies, or financing effects that may have resulted from the transaction.

Year

ended

December 31,

2025

Year

ended

December 31,

2024

Pro forma revenues

$ 270,302

$ 277,926

Pro forma net income (loss)

$ 12,492

$ 27,574

The unaudited pro forma financial information

is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved

if the acquisition had occurred on January 1, 2024, nor is it indicative of future operating results.

Fayetteville Acquisition

On May 19, 2025, Concrete Partners Holding,

LLC, through its wholly owned subsidiary Eagle Redi-Mix Concrete, LLC, acquired certain operating assets of a ready-mix facility in the

Fayetteville/Greenland, Arkansas area for $5.5 million, funded with cash on hand. The purchase included land, building/plant, and ready-mix

equipment. No liabilities were assumed, and no legal entity was acquired. The acquired assets are being depreciated under the Company’s

existing useful-life policies beginning on the acquisition date.

Concrete Acquisition

On the Closing Date, Concrete Holdings entered

into a Membership Interest Purchase Agreement (the “MIPA”) to acquire 6,000 units of membership interests in Eagle and 10,000

units of membership interests in Ram from the original equity members in those entities (the “Sellers”). Concurrently, the

Sellers and Concrete Holdings entered into a Rollover Subscription Agreement (the “Rollover Agreement”) for which certain

Sellers received equity membership interest in Concrete Holdings in exchange for 4,000 units of membership interest in Eagle (“Rollover

Transaction”). Following these transactions, Concrete Holdings owns 100.0% of the outstanding membership interests in Eagle and

Ram through wholly owned subsidiaries.

The primary operations of Eagle and Ram consist

of providing high quality concrete materials across the Oklahoma and Northwest Arkansas regions.

Total consideration paid to the Sellers was $253.0

million, after closing and post-closing adjustments, for the Concrete Acquisition. The consideration paid to the Sellers consisted of

(i) $189.2 million of cash, (ii) $26.0 million of Senior Preferred Units (“Senior Preferred Units”), (iii) $26.6

million of Preferred (“Preferred Units”), and (iv) $11.2 million of Common Units (“Common Units”), each

based on their estimated fair value. In addition, the Company assumed current liabilities of $10.3 million and lease liabilities of $0.9

million, all based upon estimated fair value at July 29, 2024.

F-18

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL

STATEMENTS

The Concrete Acquisition was accounted for as

a business combination. The assets acquired and liabilities assumed are recorded at their respective fair values as of the Closing Date.

In connection with the Concrete Acquisition, the Company expensed approximately $7.4 million of transaction costs in the Successor period,

these costs were recorded within Acquisition-related costs in the Consolidated Statement of Operations.

In connection with the Concrete Acquisition,

the Company engaged a third-party valuation specialist to assist in determining the fair value of acquired intangible and tangible assets

as of the acquisition date. The fair value of acquired Customer Relationships was estimated using the income approach, specifically the

multi-period excess earnings method, which involves projecting net cash flows attributable to the asset and applying contributory asset

charges. The fair value of the Trade Name was determined using the income approach, specifically the relief-from-royalty method. This

method estimates the value of a trade name based on the principle of avoided costs — that is, estimating the benefit of not having

to pay a licensing fee to use the name. The valuation reflects the projected royalty savings attributable to the continued use of the

acquired trade name. The fair value of Property, Plant and Equipment was determined using a combination of the cost approach and market

approach, depending on the nature of the underlying assets. The cost approach was applied to assets based on current replacement cost

less depreciation, while the market approach was used for equipment types with observable market activity.

Goodwill of approximately $79.5 million was recognized

in connection with the Concrete Acquisition. The goodwill reflects the value of expected synergies from combining operations, the assembled

workforce, and opportunities for expansion in the Oklahoma and Northwest Arkansas markets. None of the goodwill is expected to be deductible

for tax purposes.

F-19

NOTES TO CONSOLIDATED

AND COMBINED FINANCIAL STATEMENTS

The consideration transferred and the fair value of the assets acquired

and liabilities assumed by the Company were as follows (in thousands):

Consideration:

Cash

$ 189,215

Common units

11,218

Preferred units

26,582

Senior preferred units

26,000

Total consideration

$ 253,015

Fair value of assets acquired:

Cash and cash equivalents

$ 4,305

Accounts receivable — trade

24,955

Accounts receivable — other

20

Prepaid expenses

1,152

Inventory

5,257

Property, plant and equipment

66,981

Customer relationships

64,300

Trade name

16,800

Goodwill

79,505

Right-of-use assets

873

Amounts attributable

to assets acquired

$ 264,148

Fair value of liabilities assumed:

Accounts payable — trade

$ 6,416

Accrued liabilities

3,844

Lease liabilities

873

Amounts attributable

to liabilities assumed

$ 11,133

Total identifiable

net assets

$ 253,015

F-20

NOTES TO CONSOLIDATED

AND COMBINED FINANCIAL STATEMENTS

Unaudited Pro Forma and Supplemental Financial Information

The following unaudited pro forma consolidated

results of operations give effect to the Concrete Acquisition as if it had occurred on January 1, 2023. The pro forma results reflect

adjustments for amortization of acquired intangible assets and depreciation of property and equipment based on estimated fair values.

The

pro forma results exclude approximately $7.4 million of transaction costs incurred in connection with the Concrete Acquisition during

2024, as such costs were nonrecurring, and do not reflect any anticipated cost savings, operating

synergies, or financing effects that may have resulted from the transaction.

Year

ended

December 31, 2024

Year

ended

December 31, 2023

Pro forma revenues

$ 183,311

$ 144,279

Pro forma net income

$ 24,423

$ 26,974

The unaudited pro forma financial information

is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved

if the acquisition had occurred on January 1, 2023, nor is it indicative of future operating results.

SMG Acquisition

On January 5, 2024 Eagle entered into an

Asset Purchase Agreement (the “APA”) and Real Estate Purchase Agreement (“RE Agreement”) with Standard Materials

Group, Inc. (“Standard Materials” or “SMG”) and CRH Americas Materials, Inc. (“CRH”). Collectively,

the APA and the RE Agreement are referred to as “SMG Acquisition”.

Standard Materials owned and operated a ready-mix

concrete business throughout several counties in the state of Oklahoma and Eagle acquired substantially all of its assets.

Total consideration for the SMG Acquisition was

$13.9 million, after closing and post-closing adjustments. The consideration paid consisted entirely of cash. In addition, Eagle assumed

lease liabilities of approximately $0.2 million, based upon estimated fair value on January 5, 2024.

The SMG Acquisition was accounted for as a business

combination. The assets acquired and liabilities assumed are recorded at their respective fair values as of the closing date. Transaction

costs of approximately $17,300 were expensed as incurred.

F-21

NOTES TO CONSOLIDATED

AND COMBINED FINANCIAL STATEMENTS

The consideration transferred and the fair value of the assets acquired

and liabilities assumed were as follows (in thousands):

Consideration:

Cash

$ 13,872

Total consideration

$ 13,872

Fair value of assets acquired:

Inventory

$ 475

Property, plant and equipment

13,070

Goodwill

327

Right-of-use assets

173

Amounts attributable

to assets acquired

$ 14,045

Fair value of liabilities assumed:

Lease liabilities

$ 173

Amounts attributable

to liabilities assumed

$ 173

Total identifiable

net assets

$ 13,872

F-22

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL

STATEMENTS

Note 4. Intangible Assets and Goodwill

The Company’s intangible assets primarily

consist of customer relationships and trade names acquired in the Concrete Acquisition on July 29, 2024 and the Thunder Acquisition

on October 17, 2025. Customer relationships are amortized on a straight-line basis over their estimated useful lives. Trade names

are considered indefinite-lived intangible assets, are not subject to amortization, and are tested for impairment annually, or more frequently

if facts or circumstances indicate a potential impairment.

The Company’s intangible assets consist

of the following at the dates indicated (in thousands):

December 31,

2025

2024

Customer Relationships

Gross carrying amount

$ 80,900

$ 64,300

Accumulated amortization

(9,527 )

(2,664 )

Net carrying amount

$ 71,373

$ 61,636

Trade Names

Gross carrying amount

$ 24,800

$ 16,800

Amortization expense of customer relationships

for the year ended December 31, 2025 was $6.8 million and $2.7 million for the Successor period May 22, 2024 through December 31,

2024 and is included within Selling, general and administrative expenses in the Consolidated Statement of Operations. No amortization

expense of customer relationships was recorded for the Predecessor periods from January 1, 2024 through July 29, 2024 or the

year ended December 31, 2023. Customer relationships have a weighted-average remaining useful life of 8.4 years. Trade names are

not subject to amortization.

F-23

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL

STATEMENTS

The following table summarizes expected amortization

of customer relationships as of December 31, 2025 (in thousands):

Year Ending December 31,

2026

$ 8,505

2027

8,505

2028

8,505

2029

8,505

2030

8,505

Thereafter

28,848

Total

$ 71,373

Goodwill

As of December 31, 2025, goodwill totaled

$79.5 million, unchanged from December 31, 2024. Goodwill reflects the value of expected synergies from combining operations, the

assembled workforce, and opportunities for expansion in the Oklahoma and Northwest Arkansas markets. Goodwill is not amortized but is

tested for impairment annually, or more frequently if events or circumstances indicate that an interim impairment test is necessary.

Note 5. Inventories

Inventories consisted of the following at the

dates indicated (in thousands):

December 31,

2025

2024

Raw materials

$ 6,260

$ 2,863

Parts and supplies

2,198

1,934

Fuel

265

210

Inventory

$ 8,723

$ 5,007

F-24

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL

STATEMENTS

Note 6. Other Current Assets

Other current assets consisted of the following

at the dates indicated (in thousands):

December 31,

2025

2024

Deferred offering costs

$ 2,733

$ —

Prepaid insurance

1,477

732

Other prepaids and deposits

406

296

Other

431

213

Other current assets

$ 5,047

$ 1,241

Note 7. Property, Plant and Equipment

Property, plant and equipment consisted of the

following at the dates indicated (in thousands):

December 31,

2025

2024

Buildings

$ 6,865

$ 6,411

Land

47,242

3,204

Plant and equipment

104,816

55,913

Vehicles

4,186

2,651

Other property and equipment

5,658

2,786

Gross property, plant and equipment

168,767

70,965

Accumulated depreciation

(15,930 )

(4,072 )

Property, plant and equipment, net

$ 152,837

$ 66,893

F-25

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL

STATEMENTS

Depreciation expense is included within Cost

of goods sold and Selling, general and administrative expenses in the Consolidated and Combined Statements of Operations. The following

table presents the functional allocation for each period presented (in thousands):

Successor

Predecessor

Year ended December 31, 2025

Period from Inception (May 22, 2024) through December 31, 2024

Period from January 1, 2024 through

July 29, 2024

Year ended December 31, 2023

Cost of goods sold

$ 11,024

$ 3,694

$ 4,304

$ 5,405

Selling, general,

and administrative expenses

1,149

382

523

682

Total depreciation

$ 12,173

$ 4,076

$ 4,827

$ 6,087

Note 8. Debt

Long-term debt, net

The following table presents the outstanding

debt and related expenses of the Company (in thousands):

December 31,

2025

2024

Term Loan

$ 194,313

$ 126,750

Revolving Loan

3,000

4,200

Equipment Loan

4,823

—

Total debt, including current portion, net

202,136

130,950

Less: long-term debt, current portion

(13,654 )

(6,500 )

Long-term debt

188,482

124,450

Less: debt issuance costs (1)

(1,857 )

(1,965 )

Long-term debt, net

$ 186,625

$ 122,485

(1) Unamortized debt issuance costs related

to the Revolving Loan $0.3 million and $0.2 million as of December 31, 2025 and December 31,

2024, respectively, are included in "Other noncurrent assets, net" on the Consolidated

Balance Sheets.

F-26

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL

STATEMENTS

Debt maturities as of December 31, 2025, excluding debt issuance

costs, are as follows (in thousands):

2026

13,654

2027

18,837

2028

21,460

2029

147,089

2030

1,096

Total

$ 202,136

On July 29, 2024, the Company entered into

a credit agreement (the “Credit Agreement”) with a syndicate of banks, for which Bank of America, N.A. serves as administrative

agent, to provide a term loan, a revolving loan and letters of credit. The syndicated structure allows the Company to access a broader

base of lenders and provides additional liquidity and flexibility.

On October 17, 2025 the Company entered

into the First Amendment and Commitment Increase to its Credit Agreement (“First Amendment”). The First Amendment, among

other things, (i) increased the Company’s existing Revolving Loan by $10.0 million, (ii) increased the existing Term

Loan by $75.0 million, (iii) permitted the Thunder Acquisition, and (iv) added Schwarz Sand as a Guarantor under the Credit

Agreement.

Term Loan

The Company entered into a five-year $130.0 million

term loan agreement (“Term Loan”) on July 29, 2024. Proceeds from the Term Loan were used to partially fund the Concrete

Acquisitions. The Term Loan is secured by a first lien on substantially all personal property assets (“Collateral”) and the

Lenders have the right in the future to request liens on any real property with an appraised value in excess of $2.0 million (“Material

Real Property”). The Term Loan matures on July 29, 2029, at which time all advances are required to be paid in full. Interest

accrues at the Secured Overnight Financing Rate (“SOFR”) plus an applicable margin ranging from 2.75% to 3.50%, which was

7.3% and 7.7% as of December 31, 2025 and 2024.

On October 17, 2025, the Company entered

into the First Amendment to its Credit Agreement which increased the Term Loan by $75.0 million. The Company utilized the borrowings

on the Term Loan to fund the cash portion of the Thunder Acquisition. As of December 31, 2025, the Company had $194.3 million outstanding

on the Term Loan. See Note 3 for additional discussion of the Company’s acquisition activity.

Principal payments are due on the last day of

each calendar quarter, as set forth below (in thousands):

December 31, 2025 through June 30, 2026

$ 2,563

September 30, 2026 through June 30, 2027

$ 3,844

September 30, 2027 and thereafter

$ 5,125

F-27

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL

STATEMENTS

Revolving Loan

The Company entered into a revolving loan agreement

(“Revolving Loan”) on July 29, 2024, with a commitment and borrowing base of $15.0 million. The Revolving Loan is secured

against a first lien on substantially all assets, including property, plant and equipment. On October 17, 2025, the Company entered

into the First Amendment to its Credit Agreement which increased the Revolving Loan by $10.0 million for a total commitment and borrowing

base of $25.0 million. Balances outstanding under the Revolving Loan bear interest at the SOFR plus an applicable margin ranging from

2.75% to 3.50%, which was 7.4% and 7.7% as of December 31, 2025 and 2024, respectively. Principal and any accrued interest is due

at maturity on July 29, 2029. At December 31, 2025, the Company had $3.0 million of borrowings outstanding under the Revolving

Loan. In addition, a letter of credit in the amount of $0.5 million was outstanding, reducing the available borrowing capacity to $21.5

million. The letter of credit supports insurance-related obligations but does not require the posting of cash collateral. Accordingly,

no restricted cash balance was recorded on the Consolidated Balance Sheet.

Covenants

The Credit Agreement includes customary affirmative

and negative covenants that restrict the Company’s ability to, among other things, incur additional indebtedness, create liens,

make certain investments, pay dividends, and enter into sale-leaseback transactions, subject to customary exceptions. In addition, the

agreement contains financial covenants, including a Consolidated Senior Leverage Ratio that must not exceed a specified threshold and

a Fixed Charge Coverage Ratio that must exceed a specified minimum threshold. Both financial covenants are tested as of the end of each

fiscal quarter. The Company was in compliance with all applicable financial and non-financial covenants as of December 31, 2025

and 2024.

Equipment Notes

On December 30, 2025, we entered into an

equipment financing facility (“Master Equipment Loan Agreement”) with Eagle Redi-Mix Concrete, LLC, Ram Transportation, LLC

and Concrete Partners, LLC as co-borrowers which will provide for equipment to be financed pursuant to terms to be agreed upon and evidenced

by promissory notes (“Equipment Notes”) to be entered into in the ordinary course of business on customary market terms.

The Equipment Notes will be secured by the financed equipment.

Equipment Loan

The Company entered into a five-year $4.8 million

equipment security note (“Equipment Loan”) on December 30, 2025. Proceeds from the Equipment Loan were used to purchase

concrete mixer equipment. The Equipment Loan is a part of the Master Equipment Loan Agreement that permits multiple equipment notes.

As of December 31, 2025, the Company had $4.8 million outstanding on the Equipment Loan. The Equipment Loan bears interest at 6.6226%

per annum and matures on December 31, 2030.

F-28

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL

STATEMENTS

Predecessor Loans

On April 8, 2022, Eagle and Ram entered

into loan agreements that established a revolving credit facility with a commitment and borrowing base of $2.0 million and five term

loans totaling $31.8 million (“Predecessor Loans”). The Predecessor Loans were secured against a first lien on substantially

all assets, including property, plant and equipment. The Predecessor Loans had varying maturity dates ranging from one year to ten years,

at which time all advances were required to be paid in full. Interest accrued on the Prosperity Loans at a fixed rate of 3.7% and monthly

payments of principal and interest were required until the maturity date of each loan. The Predecessor Loans were fully repaid upon consummation

of the Concrete Acquisition on July 29, 2024.

Amortization of Debt Issuance Costs

At December 31, 2025 and 2024, the Company

had total unamortized debt issuance costs of $2.1 million and $2.2 million, respectively, consisting of $1.9 million and $2.0 million

associated with the Term Loan and $0.3 million and $0.2 million associated with the Revolving Loan. Amortization expense related to debt

issuance costs was approximately $0.6 million for the year ended December 31, 2025 (Successor) and $0.3 million for the period from

May 22, 2024 through December 31, 2024 (Successor). No amortization expense was recognized during the Predecessor periods from

January 1, 2024 through July 29, 2024 or the year ended December 31, 2023, as the related debt facilities were entered

into in connection with the Concrete Acquisition on July 29, 2024.

Future estimated amortization expense for the

remaining unamortized debt issuance costs is as follows (in thousands):

2026

660

2027

572

2028

564

2029

330

Total

$ 2,126

Note 9. Redeemable Senior Preferred and Preferred Units (Mezzanine

Equity)

Redeemable Senior Preferred Units

On the Closing Date, the Company issued membership

interests in it to the original equity members Eagle and Ram in exchange for 4,000 units of membership interest in Eagle in the form

of a capital contribution. As part of the Rollover Subscription Agreement, 26.0 million Senior Preferred Units were issued at their estimated

fair value of $26.0 million.

The key terms of the Senior Preferred Units are

outlined in the Company’s limited liability company agreement (the “Concrete LLCA”), as amended from time to time.

The Senior Preferred Units rank senior to (i) the Preferred Units, and (ii) all common units, and rank junior only to the satisfaction

of all indebtedness upon the liquidation, dissolution, or winding up of the Company. The Senior Preferred Units are entitled to voting

rights, as provided in the Concrete LLCA.

F-29

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL

STATEMENTS

The Senior Preferred Units accrue distributions

on a cumulative basis, at an annual rate equal to nine percent (9.0%) of the Unreturned Senior Preferred Contributions as defined in

the Concrete LLCA, compounding quarterly. If the Unreturned Senior Preferred Contributions have not been reduced to zero before the sixth

anniversary of the Effective Date, then the annual rate shall increase by one-half percent (0.5%) each calendar quarter, up to a maximum

annual rate of fifteen percent (15.0%). After all Unreturned Senior Preferred Contributions and all accrued distributions have been paid

with respect to a Senior Preferred Unit, such Senior Preferred Unit shall automatically be cancelled. Pursuant to the consummation of

an Initial Public Offering (“IPO”) or other transaction in which the Company’s equity securities become publicly traded,

including a SPAC merger, the Board of Directors may reclassify the Senior Preferred Units into equity securities of the public entity

or other reclassified securities, provided each member has substantially similar economic interest, governance, priority, vesting and

other rights and privileges as such member had prior to the IPO as stated in the Concrete LLCA.

The Company presented and accounted for the Senior

Preferred Units as mezzanine equity at their issuance date fair value of $26.0 million. The Senior Preferred Units are classified in

mezzanine equity because the decision to redeem the Senior Preferred Units is effectively within control of the Preferred Unitholders

rather than the Company. The Preferred Unitholders control the Parent and the Board of Directors of the Company and are responsible for

approving distributions that will ultimately cancel the Senior Preferred Units.

The Senior Preferred Units are classified as

mezzanine equity in accordance with ASC 480-10-S99-3A, as redemption is effectively controlled by the holders through their control of

the Company’s Board. As of December 31, 2025, the Senior Preferred Units were carried at a redemption value of $26.6 million,

consistent with the redemption value as of December 31, 2024, after reflecting cumulative accretion of approximately $2.3 million

and paid distributions of approximately $2.3 million.

Redeemable Preferred Units

On the Closing Date, as part of the Rollover

Subscription Agreement, the Company issued 95.7 million Preferred and Common Units for a combined fair value of $95.7 million.

On October 17, 2025, as a part of the Thunder

Acquisition, the Company issued 20.0 million Preferred Units issued to the sellers as rollover equity, with the fair value of the Preferred

Units valued at $20.0 million.

F-30

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL

STATEMENTS

Below is a summary of the unit issuances and

related fair values as of the Closing Date (in thousands):

Number of Units Issued

Fair Value at Closing Date

Preferred

Common

Preferred

Common

Combined

Issued for cash

57,900

57,900

$ 40,718

$ 17,182

$ 57,900

Issued in Concrete Acquisition

37,800

37,800

26,582

11,218

37,800

Issued in Thunder Acquisition

20,000

—

20,000

—

20,000

Total

115,700

95,700

$ 87,300

$ 28,400

$ 115,700

The Preferred Units rank senior to all common

units, but rank junior to the Senior Preferred Units and to the satisfaction of all indebtedness upon the liquidation, dissolution, or

winding up of the Company. The Preferred Units are entitled to voting rights, as provided in the Concrete LLCA.

The Preferred Units accrue distributions on a

cumulative basis, at an annual rate equal to ten percent (10.0%) of the Unreturned Preferred Contributions, compounding quarterly. Payment

of distributions other than those pursuant to the Concrete LLCA are not mandatory and are subject to the approval of both the Parent

and the Board of Directors. No distributions will be made on the Preferred Units until accrued distributions on the Senior Preferred

Units and the Unreturned Senior Preferred Contributions have been paid in full. After all Unreturned Preferred Contributions and all

accrued distributions have been paid with respect to a Preferred Unit, such Preferred Unit shall automatically be cancelled.

Pursuant to the consummation of an IPO, the Board

of Directors may exchange the Preferred and Common Units provided each member has substantially similar economic interest, governance,

priority, vesting and other rights and privileges as such members had prior to the IPO as stated in the Concrete LLCA.

The Company presented and accounted for the Preferred

Units as mezzanine equity at their issuance date fair value of $87.3 million. The Preferred Units are classified in mezzanine equity

because the Preferred Unitholders control the decision to redeem the Preferred Units rather than the Company. The Preferred Unitholders

control the Parent and the Board of Directors of the Company and are responsible for approving distributions that will cancel the Senior

Preferred Units and then the Preferred Units.

The Preferred Units are also classified as mezzanine

equity. As of December 31, 2025, the Preferred Units were carried at a redemption value of $130.6 million, reflecting $20.0 million

issuance of preferred units and cumulative accretion of $10.8 million during the year ended December 31, 2025, compared to a redemption

value of $99.8 million as of December 31, 2024.

Note 10. Common Units

As of December 31, 2024, the Company has

95.7 million Common Units outstanding. The Common Units were issued on July 29, 2024, for cash and in conjunction with Concrete

Acquisition, with an aggregate estimated fair value of $28.4 million at issuance.

F-31

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL

STATEMENTS

The Common Units rank junior to both the Senior

Preferred Units and the Preferred Units with respect to distributions and liquidation preference. No distributions (including liquidating

distributions) may be made to Common Unit holders until the Senior Preferred and Preferred Units have been fully redeemed. Thereafter,

distributions may be made pro rata to Common Unit holders based on their percentage ownership, subject to the approval of the Board of

Directors.

There were no changes to the number of Common

Units outstanding, or to their rights and privileges, during the year ended December 31, 2025.

Note 11. Share-Based Compensation

On December 9, 2024, the Company established

an equity participation program (the "Plan") to attract, retain, and incentivize employees. Under the Plan, the Company authorized

the issuance of 16,888,235 nonvoting common units ("Incentive Units"). The Incentive Units vest over a five-year period, with

33% vesting on the third anniversary of the grant date, 33% vesting on the fourth anniversary, and the remaining 34% vesting on the fifth

anniversary. The Incentive Units are classified as equity awards under ASC 718, Stock Compensation, and are measured at fair value

on the grant date, with compensation expense recognized over the requisite service period.

During the year ended December 31, 2025,

the Company granted 1,125,882 incentive units to employees under the Plan. The total number of nonvested Incentive Units outstanding

increased to 17,451,176 as of December 31, 2025. The fair value of these grants was determined based on the Company’s most

recent independent valuation as of December 31, 2024, as there were no material changes to the Company’s operations, capital

structure, or exit strategy during the quarter. The Company applied a forfeiture rate of zero at the grant date, in line with its policy

of recognizing forfeitures as they occur.

Share-based compensation expense recognized during

the year ended December 31, 2025 and the period from May 22, 2024, through December 31, 2024 was approximately $0.5 million

and $0.1 million, respectively, and is included in Selling, general, and administrative expenses within the Consolidated Statement of

Operations. As of December 31, 2025 and 2024, the Company had approximately $2.2 million and $2.6 million, respectively, of unrecognized

compensation cost related to the outstanding Incentive Units, which will be recognized over the remaining requisite service periods through

2029 on a straight-line basis. No share-based compensation expense was recognized in the Predecessor periods as the Predecessor did not

have any share-based compensation.

F-32

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL

STATEMENTS

The following table summarizes Incentive Unit

activity from May 22, 2024 (inception), through December 31, 2025:

Number of

Incentive Units

(in thousands)

Weighted Average

Grant Date

Fair

Value

Non-vested at May 22, 2024

—

$ —

Granted

16,325

0.16

Forfeited

—

—

Vested

—

—

Non-vested at December 31, 2024

16,325

0.16

Granted

1,126

0.16

Forfeited

—

—

Vested

—

—

Non-vested at December 31, 2025

17,451

$ 0.16

The grant date fair value of the Incentive Units

was determined using an option pricing model, based on the value of the Company’s common units on a fully diluted basis. Significant

assumptions used in this option pricing model include total equity value, expected term, expected volatility, expected distribution yield,

and the risk-free interest rate. The total equity value was implied by the Concrete Acquisition in July 2024. The expected volatility

was derived from a blended rate based upon implied volatility calculated on actively traded options and upon the historical volatility

of guideline public companies in an industry similar to the Company. The expected term was based upon management’s best estimate

of the number of years until the redemption of the Senior Preferred Units and the Preferred Units. The risk-free interest rate was based

on U.S. Treasury yield curve rates with maturities consistent with the measurement period. The assumptions used in the option pricing

model for the Incentive Units granted in the period from May 22, 2024 through December 31, 2024, were as follows:

Expected term (in years)

1.3

Expected volatility

70.0 %

Expected distribution yield

0.0 %

Risk-free interest rate

4.1 %

F-33

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL

STATEMENTS

Note 12. Revenue

The Company generates revenue primarily through

the production and delivery of ready-mix concrete. Revenue is recognized at a point in time when control of the product is transferred

to the customer, which generally occurs upon delivery to the job site. Revenue from admixture and other ancillary services, which primarily

represent additives to enhance the performance of concrete mixes (e.g., cooling services in hot weather), is also recognized at a point

in time when the services are provided.

Management monitors revenue by type of construction

activity, which reflects differences in demand cycles and pricing dynamics. All revenue is recognized at a point in time upon delivery.

The following table presents revenue by type

of construction activity for the periods indicated (in thousands):

Successor

Predecessor

Year ended December 31, 2025

Period from Inception (May 22, 2024) through December 31, 2024

Period from January 1, 2024 through

July 29, 2024

Year ended December 31, 2023

Commercial

$ 91,981

$ 40,137

$ 51,565

$ 69,812

Residential

71,552

29,309

39,530

57,856

Infrastructure

30,718

10,204

12,566

16,611

Other (1)

620

—

—

—

Total Revenue

$ 194,871

$ 79,650

$ 103,661

$ 144,279

(1) Other

revenue includes income from various non-core activities that support our concrete revenue

streams.

No customer accounted for more than 10% of total

revenues during the successor period for the year ended December 31, 2025, the Successor period from May 22, 2024 through December 31,

2024, the Predecessor period from January 1, 2024 through July 29, 2024 or the year ended December 31, 2023.

F-34

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL

STATEMENTS

Note 13. Accrued Liabilities

Accrued liabilities consisted of the following

at the dates indicated (in thousands):

December 31,

2025

2024

Deferred acquisition payments (1)

$ 22,532

$ —

Accrued payroll and benefits

661

1,384

Accrued sales tax

1,396

915

Other accruals

2,491

745

Accrued liabilities

$ 27,080

$ 3,044

(1) Amounts

represent the fair value of deferred acquisition payments at the acquisition date, adjusted

for subsequent accretion. See Note 3 for additional information on the Company’s acquisitions.

Note 14. Retirement Savings Plan

The Company has a Retirement Savings Plan (“RSP”),

which is a defined contribution plan. The Company matches a portion of employees’ contributions in cash. Participation in the RSP

is voluntary and all employees of the Company are eligible to participate. The Company matches employee contributions at $0.50 per dollar

contributed, up to six percent of an employee’s pre-tax earnings, subject to the maximum Internal Revenue Service (“IRS”)

limit.

For the year ended December 31, 2025, the

Company contributed approximately $0.4 million to the RSP. During the Successor period May 22, 2024 through December 31, 2024,

the Predecessor period January 1, 2024 through July 29, 2024, and the Predecessor year ended December 31, 2023, the Company

made aggregate contributions to the RSP of approximately $0.1 million, $0.1 million, and $0.2 million, respectively. Contributions for

all periods were recorded within Selling, general, and administrative expenses in the Consolidated and Combined Statements of Operations.

Note 15. Commitments and Contingencies

The Company is subject to legal proceedings and

claims that arise in the normal course of business, including commercial disputes and regulatory compliance matters. While the outcome

of such matters cannot be predicted with certainty, the Company does not believe that any such proceedings will have a material effect

on its financial condition, results of operations, or cash flows.

The Company’s insurer is providing defense

under its liability policy for a legal matter related to a 2021 vehicle accident involving one of its trucks. Based on advice of counsel,

management believes an unfavorable outcome is reasonably possible but not probable, and that any potential loss, net of insurance, would

not be material to the consolidated financial statements.

F-35

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL

STATEMENTS

The Company is party to a long-term supply

agreement requiring the purchase of minimum annual quantities of cement, rock, and sand at market prices through December 31,

2028. The agreement includes a true-up clause for shortfalls, which may be fulfilled in future periods or settled in cash. The

Company expects to meet its future obligations in the normal course of business. There were no material changes to the agreement or

its terms during the year ended December 31, 2025. During the year ended December 31, 2025, the Company purchased

approximately $26.4 million under the agreement. During the Successor period from inception (May 22, 2024) through

December 31, 2024 and the Predecessor period from January 1, 2024 through July 29, 2024, the Company purchased

approximately $11.5 million and $14.9 million, respectively.

As of December 31, 2025, the Company cannot

reasonably estimate the aggregate future purchase commitment in dollar terms due to variable pricing and volume fluctuations. The Company

expects to fulfill its purchase obligations in the normal course of operations.

For the year ended December 31, 2025, purchases

from three vendors individually exceeded 10% of total cost of goods sold and also represented more than 10% of total accounts payable

as of that date. During the Successor period from May 22, 2024 through December 31, 2024 and the Predecessor period from January 1,

2024 through July 29, 2024, the Company made purchases from three vendors that each individually represented more than 10% of total

cost of goods sold in each period. As of each respective period-end date, these same vendors also individually accounted for more than

10% of total accounts payable. For the year ended December 31, 2023, purchases from two vendors individually exceeded 10% of total

cost of goods sold and also represented more than 10% of total accounts payable as of that date. These vendors primarily supply cement,

aggregates, and other raw materials used in the Company’s ready-mix operations. The loss of any of these key suppliers could adversely

impact near-term operations; however, alternative sources of supply are available.

Note 16. Leases

The Company leases certain buildings and equipment

under operating lease arrangements. Right-of-use (“ROU”) assets and related lease liabilities are recognized on the Balance

Sheet at the lease commencement date based on the present value of future lease payments. The Company uses its incremental borrowing

rate at the lease commencement date to calculate the present value of future lease payments, consistent with the requirements of ASC

842. The Company has also elected the short-term lease practical expedient for leases with terms of 12 months or less.

As of December 31, 2025 and 2024, the Company

recognized operating lease ROU assets of approximately $2.1 million and $0.7 million, respectively, which are included in Other noncurrent

assets on the Consolidated Balance Sheets. The corresponding lease liabilities are included in Current portion of lease liabilities and

Long-term lease liability on the Consolidated Balance Sheet.

On March 1, 2025, the Company entered into

a new operating lease agreement with a related party for corporate office space for Eagle and Ram, resulting in the recognition of approximately

$1.5 million in right-of-use assets and corresponding lease liabilities. The lease has a stated term through 2035. See Note 18 for additional

discussion of related party activity.

F-36

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL

STATEMENTS

See Note 21 for additional discussion of the

Company’s lease activity subsequent to December 31, 2025.

The following table presents the Company’s total lease cost

(in thousands):

Successor

Predecessor

Year ended December 31, 2025

Period from Inception (May 22, 2024) through December 31, 2024

Period from January 1, 2024 through

July 29, 2024

Year ended December 31, 2023

Operating lease costs

$ 371

$ 138

$ 128

$ 304

Short-term lease costs

$ 381

$ 78

$ 226

$ 103

Operating lease costs and short-term lease costs

are primarily included in Selling, general and administrative expenses with an immaterial amount included in Cost of goods sold in the

Consolidated and Combined Statements of Operations.

The following table presents the Company’s

additional lease information (amounts in thousands):

Successor

Predecessor

Year ended December 31, 2025

Period from Inception (May 22, 2024) through December 31, 2024

Period from January 1, 2024 through

July 29, 2024

Year ended December 31, 2023

Cash outflows for operating lease liabilities

$ 457

$ 181

$ 139

$ 315

Weighted-average remaining lease term (years)

6.68

2.35

2.83

3.54

Weighted-average discount rate

8.00 %

8.95 %

3.65 %

3.65 %

F-37

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL

STATEMENTS

The following table presents the Company’s maturity analysis

as of December 31, 2025 for leases expiring in each of the next five years and thereafter (in thousands):

2026

$ 634

2027

479

2028

362

2029

209

2030

215

Thereafter

970

Total lease payments

$ 2,869

Less: lease payments representing interest

(667 )

Present value of lease liabilities

$ 2,202

Note 17. Segment Reporting

The Company generates revenue primarily through

the production and delivery of ready-mix concrete for use in infrastructure, commercial, and residential construction projects in Oklahoma

and Northwest Arkansas.

The Company’s Chief Executive Officer has

been identified as the chief operating decision maker (“CODM”). Management has determined that the Company operates as one

reportable segment—Concrete Sales.

The CODM uses Net income as the primary measure

of profitability. In evaluating results, the CODM also regularly reviews certain significant expense categories, including cost of sales,

plant and delivery expenses, and fixed expenses (e.g., G&A, dispatch, depreciation). Cost of sales primarily reflects direct material

costs. Plant and delivery expenses reflect labor, fuel, and maintenance associated with production and delivery activities. Fixed expenses

include overhead and other indirect costs allocated to operations. Cost of sales is a subset of Cost of goods sold, while plant and delivery

expenses and fixed expenses are internal categories that include amounts classified within both Cost of goods sold and Selling, general

and administrative expenses in the Consolidated and Combined Statements of Operations. Segment assets are not regularly reviewed by the

CODM. As the Company has one reportable segment, total segment assets are equivalent to consolidated/combined total assets as presented

in the accompanying Consolidated Balance Sheets.

F-38

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL

STATEMENTS

The table below presents consolidated revenue, the significant expense

categories reviewed by the CODM, and Net income (in thousands):

Successor

Predecessor

Year ended December 31, 2025

Period from Inception (May 22, 2024) through December 31, 2024

Period from January 1, 2024 through

July 29, 2024

Year ended December 31, 2023

Revenue

$ 194,871

$ 79,650

$ 103,661

$ 144,279

Less:

Cost of sales

(87,750 )

(36,755 )

(48,000 )

(68,780 )

Plant & delivery expenses

(40,270 )

(14,984 )

(19,578 )

(29,567 )

Fixed expenses

(44,564 )

(14,171 )

(15,619 )

(18,957 )

Corporate and unallocated (1)

(20,312 )

(12,661 )

—

—

Net income

$ 1,975

$ 1,079

$ 20,464

$ 26,975

(1) Corporate

and unallocated reflects holding company and financing activity. For the year ended December 31,

2025, it included approximately $12.0 million of interest expense, $0.5 million of share-based

compensation expense, approximately $6.7 million of transaction costs, and approximately

$1.8 million related to professional service fees and other general corporate and financing-related

expenses incurred during the period. For the period from inception (May 22, 2024) through

December 31, 2024, it included approximately $5.2 million of interest expense and $7.4

million of transaction costs related to acquisition activities.

F-39

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL

STATEMENTS

Note 18. Supplemental Cash Flow Information

The following table provides certain supplemental

cash flow information for the periods indicated (in thousands):

Successor

Predecessor

Year ended

December 31,

2025

Period from

Inception

(May 22, 2024)

through

December 31,

2024

Period from

January 1, 2024

through

July 29, 2024

Year ended

December 31,

2023

Supplemental Disclosure of Cash Flow Information:

Interest paid

$ 10,982

$ 4,906

$ 925

$ 985

Supplemental Disclosure of Non-Cash Investing Information:

Right-of-use assets obtained in exchange for operating lease liabilities (1)

1,968

$ —

—

—

Additions to property, plant and equipment included in accounts payable and accrued liabilities

—

$ 97

342

12

Issuance of senior preferred units in business combination (2)(3)

—

$ 26,000

—

—

Issuance of preferred and common units in business combination (2)(3)

20,000

$ 37,800

—

—

(1) See

Note 16 for additional discussion of the Company’s leases.

(2) See

Note 3 for additional discussion of the Company’s acquisitions.

(3) See

Notes 3 and 9 for additional discussion of the Company’s preferred and common unit

activity.

F-40

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL

STATEMENTS

Note 19. Related Party Transactions

The Company leases its Northwest Arkansas office

from an entity partially owned by one of its executive officers. The lease is classified as an operating lease and is considered to be

at market terms. During the year ended December 31, 2025, the Company recognized approximately $102,000 in lease expense related

to this arrangement. During the Successor period from May 22, 2024 through December 31, 2024, the Company recognized approximately

$38,100 in lease expense related to this arrangement, and during the Predecessor period from January 1, 2024 through July 29,

2024, the Company recognized approximately $53,400 in lease expense related to this arrangement. The related lease liability as of December 31,

2025 and 2024, was approximately $154,000 and $238,400, respectively, which are included in Current portion of lease liabilities and

Long-term lease liabilities on the Consolidated Balance Sheets. Additionally, the Company recognized revenue from transactions with the

same related party totaling approximately $110,000 during the year ended December 31, 2025, $10,700 during the Successor 2024 period,

$1,400 during the Predecessor 2024 period and $32,200 during the Predecessor 2023 period.

On March 1, 2025, the Company entered into

a new lease agreement with this related party for expanded office space. In connection with the lease commencement, the Company recognized

approximately $1.5 million in operating lease right-of-use assets and corresponding lease liabilities on the Consolidated Balance Sheet.

As of December 31, 2025, the Company had $1.4 million in operating lease right-of-use assets and corresponding lease liabilities

remaining and recorded approximately $178,000 of lease expense related to this arrangement.

During the year ended December 31, 2025,

the Company provided concrete services to an entity that is partially owned by certain investors. The entity became a related party in

connection with the Thunder Acquisition on October 17, 2025. The Company recognized approximately $721,000 of revenue from this

customer during the period from October 17, 2025 through December 31, 2025.

In connection with the Concrete Acquisition,

the Company entered into a single management and consulting agreement with an affiliate. Under the agreement, recurring compensation

is payable quarterly and equal to one-fourth of 3.0% of trailing twelve-month EBITDA for 2024 and one-fourth of 5.0% thereafter, subject

to an annual cap of $3.2 million for strategic, financial, and operational advisory services to support the Company’s board and

management team on matters such as acquisitions, financing, contract negotiations, and growth initiatives. The Company also reimburses,

at cost, any third-party diligence and advisory costs that are initially funded by the affiliate on the Company’s behalf. In addition,

for each completed add-on acquisition, the Company pays a contingent diligence and integration fee equal to 2.0 % of the acquired enterprise

value in consideration for the affiliate’s time and effort involved in transaction execution and post-closing integration activities.

F-41

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL

STATEMENTS

During the Successor period from May 22,

2024 through December 31, 2024, the Company paid a $5.1 million contingent diligence and integration fee on July 29, 2024,

in connection with the closing of the Concrete Acquisition. In addition, approximately $1.3 million was reimbursed for third-party diligence

costs. Both the contingent diligence and integration fee and the reimbursed costs were recorded in Acquisition-related costs in the Consolidated

Statement of Operations. For the same period, the Company incurred $880,800 in consultant compensation, recorded in Selling, general

and administrative expenses in the Consolidated Statement of Operations. As of December 31, 2024, $481,000 of this amount remained

unpaid and was accrued within Accrued liabilities on the Consolidated Balance Sheet.

During the year ended December 31, 2025,

the Company paid a $2.3 million contingent diligence and integration fee on October 17, 2025, in connection with the closing of

the Thunder Acquisition. In addition, approximately $684,000 was paid during the year ended December 31, 2025 for the reimbursement

of various due diligence fees. Both the contingent diligence and integration fee and the reimbursed costs were recorded in Acquisition-related

costs in the Consolidated Statement of Operations. For the same period, the Company incurred approximately $2.8 million in consultant

compensation, recorded in Selling, general and administrative expenses in the Consolidated Statement of Operations.

F-42

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL

STATEMENTS

Note 20. Earnings Per Unit

Basic and diluted earnings per unit (“EPU”)

is calculated for the Company’s Common Units. We determined that the presentation of EPU for the period prior to the Concrete Acquisition

would not be meaningful due to the significant change in the Company’s capital structure post-acquisition. Therefore, EPU information

has not been presented for periods prior to the Concrete Acquisition.

The Incentive Units are the only potentially

dilutive security in our current capital structure. The Incentive Units were evaluated under the treasury stock method for potentially

dilutive effects. The Incentive Units were determined to be anti-dilutive for the year ended December 31, 2025 and 2024 as the Company

had a net loss available to common unitholders for these periods. Because the Incentive Units are the only potentially dilutive security,

basic and diluted EPU will be identical.

The following table sets forth the

computation of basic and diluted EPU attributable to the Company’s Common Units for the Successor periods for the year ended

December 31, 2025 and for the Successor period from May 22, 2024 through December 31, 2024, each representing periods

subsequent to the Concrete Acquisition:

(in thousands, except for unit and per unit amounts)

Year ended

December 31,

2025

Period from

Inception

(May 22, 2024)

through

December 31,

2024

Numerator

Net income

$ 1,975

$ 1,079

Less: distributions to senior preferred unitholders

(2,340 )

(410 )

Less: accretion of redeemable preferred units to Redemption value

(10,791 )

(33,532 )

Basic and diluted net income (loss) attributable to Common Units

$ (11,156 )

$ (32,863 )

Denominator

Basic and Diluted weighted average units outstanding

95,700,000

66,517,937

Basic and Diluted net income (loss) per Common Unit

$ (0.12 )

$ (0.49 )

F-43

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL

STATEMENTS

Note 21. Subsequent Events

On October 9, 2025, the Company entered

into a Business Combination Agreement with Haymaker Acquisition Corp. IV (“Haymaker IV”). The transaction closed on April 8,

2026, following approval by Haymaker IV shareholders, resulting in the Company becoming a publicly traded company with its shares listed

on the Nasdaq Stock Market under the ticker “RMIX.”

The Business Combination generated approximately

$226.0 million in gross proceeds from funds held in trust and a concurrent PIPE financing, after giving effect to redemptions and prepaid

forward agreement payments but before warrant redemptions and transaction expenses.

The transaction will be accounted for as a reverse

recapitalization, with the Company identified as the accounting acquirer and no goodwill or other intangible assets recorded.

In connection with the Business Combination,

all outstanding Senior Preferred Units and Preferred Units converted into equity of the combined public company. No adjustments have

been reflected in the accompanying financial statements related to this transaction.

Subsequent to December 31, 2025, the Company

entered into a lease related to a new corporate office. Future undiscounted lease payments related to the corporate office, which continue

through 2033, total $6.6 million.

On January 6, 2026, the Company entered

into an Aircraft Term Loan Credit Agreement (the “Aircraft Term Loan”) providing for a $2.5 million term loan to finance

the purchase of an aircraft. Borrowings under the Aircraft Term Loan bear interest at a floating base rate, determined as the highest

of (i) the federal funds rate plus 0.50%, (ii) the lender’s prime rate, or (iii) Term SOFR plus 1.00%. The Aircraft

Term Loan matures on December 31, 2030.

On March 31, 2026, the Company entered into

the Second Amendment (the “Second Amendment”) to the Credit Agreement. The Second Amendment, among other things, (i) provides

consent to the consummation of the De-SPAC transaction and related transactions, including the redemption and conversion of certain equity

interests, (ii) permits equity issuances in connection with the transaction, including PIPE financing and other share issuances,

(iii) amends and restates the Credit Agreement, and (iv) updates certain collateral and organizational provisions in connection

with the transaction.

On April 7, 2026, the Company entered into

a Limited Consent and Third Amendment (the “Third Amendment”) to its Credit Agreement with its lenders and administrative

agent. The Third Amendment, among other things, (i) provided lender consent for the consummation of the Company’s business

combination transaction, including a prepaid forward transaction entered into in connection therewith, (ii) modified certain financial

covenant definitions and calculations, including the Consolidated Fixed Charge Coverage Ratio, and (iii) updated certain collateral

and administrative provisions of the Credit Agreement.

The Company has evaluated subsequent events through

April 14, 2026, the date these financial statements were issued, and has disclosed all material events that occurred subsequent

to December 31, 2025.

F-44

EX-99.3 — EXHIBIT 99.3

EX-99.3

Filename: tm2611641d1_ex99-3.htm · Sequence: 25

Exhibit 99.3

MANAGEMENT’S

DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS OF SUNCRETE

This Management’s Discussion and Analysis

of Financial Condition and Results of Operations (the “MD&A”) is intended to assist in understanding and assessing the

historical results of operations and financial condition of Concrete Partners Holding, LLC (the “Company,” “Suncrete”

or the “Successor”) and its predecessor entities. This discussion should be read in conjunction with our consolidated financial

statements and the notes thereto filed as an exhibit hereto.

On April 8, 2026, the Company consummated

its previously announced business combination pursuant to that certain Business Combination Agreement (the “Business Combination

Agreement”), dated October 9, 2025, by and among Haymaker Acquisition Corp. 4, a Cayman Islands exempted company (“Haymaker”

or “SPAC”), Suncrete, Inc., a Delaware corporation and direct wholly owned subsidiary of Haymaker (“PubCo”

or “New Suncrete”), Haymaker Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company

(“Merger Sub I”), Haymaker Merger Sub II, LLC, a Delaware limited liability company and direct wholly owned subsidiary of

the Company (“Merger Sub II”). In connection with the closing of the Business Combination Agreement, on April 8, 2026,

(i) Haymaker domesticated by way of continuation out of its jurisdiction of incorporation from the Cayman Islands into the State

of Delaware (the “Domestication”), (b) Merger Sub I merged with and into Haymaker (the “Initial Merger”),

with Haymaker surviving the Initial Merger as a wholly owned subsidiary of PubCo (Haymaker, in its capacity as the surviving corporation

of the Initial Merger, is sometimes referred to herein as the “Surviving Corporation”), and (c) Merger Sub II merged

with and into Suncrete (the “Acquisition Merger” and, together with the Initial Merger, the “Mergers”, and together

with the Domestication and all other transactions contemplated by the Business Combination Agreement, the “Business Combination”),

with Suncrete surviving the Acquisition Merger as a wholly owned subsidiary of PubCo.

Unless the context otherwise requires, all

references in this section to “Suncrete,” the “Company,” “we,” “us,” or “our”

refer to the business of the Company prior to the consummation of the Business Combination, which became the business of PubCo upon the

closing of the Business Combination.

This MD&A includes forward-looking statements.

These statements involve risks and uncertainties. Our actual results may differ materially from those contemplated by these forward-looking

statements as a result of various factors, including those set forth in the section titled “Risk Factors” in the Registration

Statement on Form S-4, as originally filed by the Company and PubCo with the Securities and Exchange Commission on November 12,

2025, as amended and supplemented. Historical results are not necessarily indicative of future performance.

Overview

We are a ready-mix concrete logistics and distribution

platform operating across Oklahoma and Arkansas with plans to expand throughout the high-growth U.S. Sunbelt region through strategic

acquisitions and organic growth. We leverage operational scale, technological integration and quality control to serve a diverse base

of infrastructure, commercial and residential customers.

The Company was formed on May 22, 2024 (the

“Inception Date”). From inception through July 29, 2024, the Company had no substantive operating activities, other than

incurring acquisition-related expenses in connection with the acquisition of Eagle Redi-Mix Concrete, LLC (“Eagle”) and Ram

Transportation, LLC (“Ram”) (together, the “Predecessor”). On July 29, 2024 (the “Closing Date”),

the Company completed the acquisition of Eagle and Ram (the “Concrete Acquisition”) and began reporting on a new accounting

basis as the “Successor.”

Accordingly, the Company’s financial statements

reflect two distinct reporting periods: a “Predecessor Period” prior to the Concrete Acquisition and a “Successor Period”

subsequent to the Concrete Acquisition. The results of operations of the Successor and Predecessor are not comparable due to the application

of acquisition accounting.

This MD&A includes discussion of the following

reporting periods:

· Successor Period for the year ended December 31,

2025;

· Successor Period from inception (May 22,

2024) through December 31, 2024;

· Predecessor Period from January 1, 2024

through July 29, 2024; and

· Predecessor Period for the year ended December 31,

2023.

Recent Developments

Business Combination with Haymaker

On April 8, 2026, the Company consummated

the Business Combination Agreement with Haymaker, New Suncrete, Merger Sub I and Merger Sub II. Pursuant to the Business Combination Agreement,

the Business Combination was effected on the Closing Date in several steps: (a) the Domestication, (b) immediately following

the Domestication, the Initial Merger, with SPAC surviving the Initial Merger as a wholly owned subsidiary of PubCo; and (c) immediately

following the Initial Merger, the Acquisition Merger, with the Company surviving the Acquisition Merger as a wholly owned subsidiary of

New Suncrete. Prior to the closing of the Initial Merger, PubCo issued an aggregate of 26,000 shares of its Series A Perpetual Convertible

Preferred Stock, which is initially convertible into an aggregate of 26,000,000 shares of Class A common stock of PubCo, in exchange

for all of the outstanding Senior Preferred Units of the Company.

The Business Combination will be accounted for

as a reverse recapitalization in accordance with GAAP. Under this method of accounting, although Haymaker acquired all of the outstanding

equity interests of the Company in the Business Combination, the Company will be treated as the accounting acquirer for financial reporting

purposes. Accordingly, the Business Combination will be reflected as the equivalent of the Company issuing shares for the net assets of

Haymaker, followed by a recapitalization whereby no goodwill or other intangible assets are recorded. Operations prior to the Business

Combination will be those of the Company.

Thunder Acquisition

On October 17, 2025, Eagle entered into an

equity and asset purchase and contribution agreement (the “Equity and Asset Purchase and Contribution Agreement”) with SRM, Inc.,

an Oklahoma corporation (“Schwarz Ready Mix”), SRM Leasing, LLC, an Oklahoma limited liability company (“Schwarz Leasing”),

Schwarz Sand, LLC an Oklahoma limited liability company (“Schwarz Sand,” and together with Schwarz Leasing and Schwarz Ready

Mix, the “Schwarz Entities”), the equity holders of Schwarz Ready Mix and Schwarz Leasing (collectively, the “Owners”),

the equity holders of Schwarz Sand (collectively, the “Schwarz Sand Sellers”), certain other transaction beneficiaries, and

Schwarz Ready Mix, in its capacity as a representative of the selling parties. Pursuant to the Equity and Asset Purchase and Contribution

Agreement, Eagle acquired substantially all of the assets of Schwarz Ready Mix and Schwarz Leasing and all of the issued and outstanding

equity interests of Schwarz Sand (collectively, the “Thunder Acquisition”). The aggregate purchase price included $97.0 million

in cash consideration ($74.3 million paid at closing and $22.7 million deferred until June 30, 2026) and 20,000,000 Company Preferred

Units issued to the sellers as rollover equity.

The Loan Amendment

On October 17, 2025, in connection with the

Thunder Acquisition, we amended the Credit Agreement (defined below) to increase the Initial Term Loan (defined below) by $75.0 million

and the Revolving Loan (defined below) by $10.0 million. For additional information, see the section titled “Liquidity and Capital

Resources – Debt Agreements.”

Equipment Loan

On December 30, 2025 the Company entered

into a five-year $4.8 million equipment security note (“Equipment Loan”). The Equipment Loan is a part of a master agreement

that permits multiple equipment notes under the master agreement. For additional information, see the section titled “Liquidity

and Capital Resources – Debt Agreements.”

Components of Our Results of Operations

Revenues

We generate revenue primarily from the production

and delivery of ready-mix concrete. Revenue is recognized at a point in time when control of the product has transferred to the customer,

typically upon delivery to the job site. Our concrete is sold under short-term purchase orders or master service agreements. Revenue is

driven by the volume of cubic yards delivered, the average sales price per cubic yard and the type of concrete mix required for the job.

Our pricing strategy also incorporates value-added services, including specialized admixtures, customized mix formulations and on-site

quality control. Our sales are sensitive to fluctuations in construction activity across the public infrastructure, commercial and residential

sectors. Seasonality and weather can also impact delivery schedules and job site activity, particularly during the winter months.

Cost of Goods Sold

Cost of goods sold consists of all materials and

direct costs associated with the production and delivery of concrete. This includes cement, fly ash, aggregates, admixtures, plant labor,

equipment maintenance, truck driver wages, fuel, permits and tags, and other plant-level expenses. Cost of goods sold also includes depreciation

of production-related property. Costs may fluctuate based on raw material pricing, labor availability, and plant utilization rates.

Selling, General and Administrative Expenses

Selling, general and administrative expenses (“SG&A”)

include corporate and regional administrative costs such as salaries and benefits for administrative personnel, insurance, rent, professional

services, and IT and compliance-related expenses. SG&A also includes amortization of customer relationship intangibles and depreciation

of property and equipment not directly attributable to production, and other recurring overhead costs.

Gross Profit

Gross profit represents revenues less cost of

goods sold. Gross profit is impacted by a combination of delivered volumes, realized pricing, mix of projects, and cost structure. Our

gross margin can fluctuate based on weather conditions, seasonality, raw material costs, and our ability to effectively utilize plant

and fleet capacity. Periods with higher delivered volumes generally allow for stronger fixed cost absorption, which enhances gross margin,

while lower volumes can result in higher per-unit costs and margin compression.

Acquisition-related Costs

Acquisition-related costs primarily consist of

costs incurred in connection with acquisitions, integration activities, and other strategic or capital markets initiatives. These costs

are expensed as incurred and may fluctuate significantly between periods depending on the level and timing of acquisition and financing

activity.

Other Income (Expense)

Other income (expense) primarily consists of interest

expense and other non-operating items. Interest expense relates mainly to borrowings under the Term Loan and the Revolving Loan and includes

the amortization of debt issuance costs. Interest expense is presented net of immaterial interest income, and no material amounts of interest

were capitalized during the periods presented. Other non-operating expenses include miscellaneous non-operating items that are not directly

related to the Company’s core operating activities.

Key Performance Indicators and Non-GAAP

Financial Measures

In addition to the operating metrics discussed

above, we regularly monitor certain key performance indicators, including net income (loss), as well as certain non-GAAP financial measures

to evaluate our operating performance.

Adjusted EBITDA represents net income (loss) before

interest expense, net, depreciation and amortization, and further adjusted to exclude certain non-cash or non-operating items that management

does not consider indicative of the Company’s core operating performance. Such adjustments include share-based compensation expense,

acquisition-related costs, acquisition bonuses, public company readiness costs and acquisition-related financing costs. Management believes

excluding these costs provides investors with a clearer view of underlying operating performance. Adjusted EBITDA margin represents Adjusted

EBITDA as a percentage of revenue.

Management uses these measures as key performance

indicators to evaluate the Company’s operating performance and assess trends, and believes they are also frequently used by securities

analysts, investors, and other parties to evaluate companies in our industry. Management believes these non-GAAP measures enhance investors’

understanding of the Company’s operating performance and facilitate meaningful period-to-period comparisons. These measures have

limitations as analytical tools and should not be considered as an alternative to net income or any other performance measure derived

in accordance with GAAP as an indicator of our operating performance. Our calculation of Adjusted EBITDA and Adjusted EBITDA margin may

not be comparable to similarly named measures reported by other companies. Potential differences may include differences in capital structures,

tax positions and the age and book depreciation of intangible and tangible assets.

The following tables present a reconciliation

of net income to Adjusted EBITDA. (in thousands):

Successor

Predecessor

Year ended

December 31,

2025

Period from

Inception (May

22, 2024)

through

December 31,

2024

Period from

January 1,

2024 through

July 29, 2024

Year ended

December

31, 2023

Net income

$ 1,975

$ 1,079

$ 20,464

$ 26,975

Plus:

Interest expense, net

12,032

5,173

924

878

Depreciation & amortization expense

19,035

6,740

4,827

6,087

Share-based compensation expense

547

32

—

—

Acquisition-related costs (1)

6,696

7,422

—

—

Acquisition bonuses (2)

—

1,000

—

—

Public company readiness (3)

659

353

—

—

Financing-related costs (4)

390

—

—

—

Adjusted EBITDA

$ 41,334

$ 21,799

$ 26,215

$ 33,940

Revenues

$ 194,871

$ 79,650

$ 103,661

$ 144,279

Net income margin

1.0 %

1.4 %

19.7 %

18.7 %

Adjusted EBITDA margin

21.2 %

27.4 %

25.3 %

23.5 %

(1) Represents legal and advisory fees incurred in connection with acquisitions.

(2) Represents discretionary bonuses paid in connection with the Concrete Acquisition.

(3) Represents professional service costs incurred in connection with acquisition-related technical accounting

and advisory support, as well as incremental costs to support the Company’s preparation for becoming a public company (e.g., resources

to facilitate public company readiness).

(4) Represents costs associated with debt extinguishment and modification in connection with acquisitions.

Results of Operations

Factors Affecting Comparability of Our Results of Operations

to Our Historical Results of Operations

Our historical results of operations for the periods

presented are not comparable, either to each other or to our results of operations in future periods. As discussed in the “Overview”

section, Concrete Partners Holding, LLC was formed on May 22, 2024, and had no substantive operating activities prior to the Concrete

Acquisition on July 29, 2024. As a result of the Concrete Acquisition and the application of acquisition accounting beginning on

the date of the Closing of the Concrete Acquisition, our financial statements distinguish between Successor and Predecessor periods. Although

these periods reflect different bases of accounting and are not directly comparable, management believes that a discussion of period-over-period

changes in revenues and other key operating metrics provides meaningful information about the underlying performance of the business.

Fiscal Years Ended December 31, 2025,

2024 and 2023

The following table summarizes the Company’s

operating results for the periods indicated (in thousands):

Successor

Predecessor

Year ended

December

31, 2025

Period from

Inception

(May 22, 2024)

through

December 31,

2024

Period from

January 1, 2024

through

July 29, 2024

Year ended

December 31,

2023

Revenues

$ 194,871

$ 79,650

$ 103,661

$ 144,279

Cost of goods sold

127,925

49,419

65,065

93,093

Gross profit

66,946

30,231

38,596

51,186

Operating expenses:

Selling, general and administrative expenses

45,553

16,346

16,883

22,665

Acquisition-related costs

6,696

7,422

—

—

(Gain) loss on disposal of assets, net

272

(108 )

40

197

Total operating expenses

52,521

23,660

16,923

22,862

Operating income

14,425

6,571

21,673

28,324

Other expense:

Other expenses

(418 )

(319 )

(285 )

(471 )

Interest expense, net

(12,032 )

(5,173 )

(924 )

(878 )

Total other expense

(12,450 )

(5,492 )

(1,209 )

(1,349 )

Net income

$ 1,975

$ 1,079

$ 20,464

$ 26,975

Revenue

Successor Year Ended December 31, 2025

(the “Successor 2025 Period”)

Revenue was $194.9 million for the year ended

December 31, 2025. Results for the year were significantly impacted by unusually heavy and sustained rainfall across Oklahoma and

Arkansas during the first half of the year, which limited construction activity and reduced the number of delivery days. These weather

conditions were materially above historical averages and did not occur in the prior-year. Revenue benefited in the second half of the

year with weather patterns that were in line with historical trends, as well as increased volumes from the Thunder Acquisition, which

closed in the fourth quarter of 2025 and added approximately twenty concrete plants and one hundred fifteen mixer trucks, expanding us

into a new regional market. In addition, realized pricing increased modestly following the Thunder Acquisition, as the acquired operations

historically operated at a higher average unit price relative to legacy assets. Pricing was otherwise generally consistent with the Successor

2024 Period .

Successor Period (May 22, 2024 through

December 31, 2024) (the “Successor 2024 Period”)

Revenue was $79.7 million for the Successor 2024

Period. Performance in the period reflected contributions from our acquisition of certain assets of SMG Ready Mix (“SMG”)

in January 2024, which added eight plants to our network, expanding our delivery capacity and operational footprint. Realized pricing

remained stable during the Successor Period, supported by contractual resets, surcharges, and favorable project mix in key delivery zones.

Predecessor Period (January 1, 2024 through

July 29, 2024) (the “Predecessor 2024 Period”)

Revenue was $103.7 million for the Predecessor

2024 Period. Activity in this period reflected steady demand from customers and the initial contribution from the SMG assets acquisition

completed in January 2024. Production from the SMG assets increased throughout the period as integration progressed, supporting overall

delivery volumes and enhancing the Company’s operational footprint. Realized pricing reflected contractual price resets implemented

during the period, though overall pricing levels remained relatively consistent without significant further increases during the period.

Predecessor Year Ended December 31, 2023

(the “Predecessor 2023 Period”)

Revenue was $144.3 million for the Predecessor

2023 Period. Results primarily reflect baseline construction activity in the markets in which we operate across infrastructure, commercial,

and residential projects. The period also benefited from the first full year of operations following the acquisition of substantially

all of the ready-mix production, transportation, and real-estate assets of Shelton Ready-Mix and Shelton Transportation, expanding the

Company’s operational footprint through the addition of two plants. Pricing remained steady during the year, with modest increases

driven by market-based resets, such as contractual pricing adjustments tied to changes in underlying raw material, labor, and delivery

costs, implemented during the period.

Cost of Goods Sold

The following table presents our costs of goods sold and costs of goods

sold as a percentage of revenue for the periods indicated (in thousands):

Successor

Predecessor

Year ended

December 31,

2025

Period from

Inception (May

22, 2024) through

December 31,

2024

Period from

January 1, 2024

through

July 29, 2024

Year ended

December 31,

2023

Cost of goods sold

$ 127,925

$ 49,419

$ 65,065

$ 93,093

As a percentage of revenue

65.6 %

62.0 %

62.8 %

64.5 %

Successor Year Ended December 31, 2025

Cost of goods sold was $127.9 million, or 65.6%

of revenue, for the year ended December 31, 2025. Results reflect lower delivered volumes caused by unusually heavy and sustained

rainfall during the first half of 2025, which significantly impacted construction activity and delivery days in key markets. Per-unit

costs increased throughout the year due to the unfavorable absorption of fixed plant and delivery costs on lower volumes, as well as higher

depreciation expense associated with the fair value step-up of property, plant and equipment recognized in connection with the Concrete

Acquisition and the Thunder Acquisition.

Successor Period (May 22, 2024 through

December 31, 2024)

Cost of goods sold represented 62.0% of revenue

in the Successor 2024 Period. Results for the period reflected the continued integration of the SMG assets acquisition completed in January 2024,

which added eight plants to our network, expanding our delivery capacity and operational footprint. The increased scale enabled us to

spread fixed plant-level costs across a larger production base, improving cost absorption.

Predecessor Period (January 1, 2024 through

July 29, 2024)

Cost of goods sold represented 62.8% of revenue

in the Predecessor 2024 Period. Production from the SMG assets increased throughout the period as integration progressed, supporting overall

delivery volumes. The increased scale enabled us to spread fixed plant-level costs across a larger production base, improving cost absorption.

Predecessor Year Ended December 31, 2023

Cost of goods sold represented 64.5% of revenue

in the Predecessor 2023 Period. Results during this period primarily reflect baseline operations across the Company’s historical

plant network. The period also benefited from the first full year of operations following the Shelton acquisition, which expanded our

operational footprint through the addition of two plants.

While we experienced inflationary pressures on

certain raw materials, labor, and fuel, these cost increases were generally passed through to customers through contractual price resets

and surcharges and, therefore, did not have a material impact on gross margins for the periods presented.

Gross Profit

The following table presents our gross profit

and gross profit as a percentage of revenue for the periods indicated (in thousands):

Successor

Predecessor

Year ended

December 31,

2025

Period from

Inception (May

22, 2024) through

December 31,

2024

Period from

January 1, 2024

through

July 29, 2024

Year ended

December 31,

2023

Gross Profit

$ 66,946

$ 30,231

$ 38,596

$ 51,186

As a percentage of revenue

34.4 %

38.0 %

37.2 %

35.5 %

Successor Year Ended December 31, 2025

Gross profit totaled $66.9 million, or 34.4% of

revenue, for the year ended December 31, 2025. Results reflect the volume and cost trends discussed in the “Revenue”

and “Cost of Goods Sold” sections above, including lower delivered volumes resulting from unusually heavy rainfall and increased

per-unit costs from reduced fixed-cost absorption. Gross margins were further impacted by higher depreciation expense associated with

the fair value step-up of property, plant and equipment in connection with the Concrete Acquisition and the Thunder Acquisition.

Successor Period (May 22, 2024 through December 31, 2024)

Gross profit represented 38.0% of revenue in the

Successor 2024 Period. Results for the period benefited from the increased scale associated with the SMG assets acquisition in January 2024,

which expanded our plant network and contributed to stronger fixed cost absorption. Stable realized pricing and favorable project mix

further supported gross margin performance.

Predecessor Period (January 1, 2024 through

July 29, 2024)

Gross profit represented 37.2% of revenue in the

Predecessor 2024 Period. Activity during this period reflected the initial integration of the SMG assets and increased production volumes

as the newly acquired plants ramped up. Gross margin performance remained stable, supported by steady pricing and volume growth.

Predecessor Year Ended December 31, 2023

Gross profit represented 35.5% of revenue for

the Predecessor 2023 Period. Results during this period primarily reflect our baseline operations prior to the SMG assets acquisition,

along with contributions from the first full year of operation following the Shelton acquisition.

Operating Expenses

Selling, General and Administrative Expenses

Successor Year Ended December 31, 2025

SG&A expenses totaled $45.6 million for the

year ended December 31, 2025. Activity during the year primarily reflected amortization of customer relationship intangibles and

depreciation associated with the fair value step-up of property, plant and equipment recorded in connection with the Concrete Acquisition

and the Thunder Acquisition. In connection with the Thunder Acquisition, payroll expenses and maintenance and repair expenses increased

during the year due to an increased headcount and the expanded size of our operations fleet. SG&A also includes affiliated consultant

compensation, professional services costs, and other expenses incurred to support our transition to a public company environment.

Successor Period (May 22, 2024 through

December 31, 2024)

SG&A expenses were $16.3 million in the Successor

2024 Period. Results for the period reflect increased depreciation and amortization expense associated with the fair value step-up of

property and the recognition of customer relationship intangibles in connection with the Concrete Acquisition. SG&A expenses also

included higher professional services costs as we continued to scale our operations.

Predecessor Period (January 1, 2024 through

July 29, 2024)

SG&A expenses were $16.9 million in the Predecessor

2024 Period. Activity during the period primarily reflected personnel-related costs and overhead associated with integrating the SMG assets

acquisition, as well as increased administrative support to manage the larger operating platform.

Predecessor Year Ended December 31, 2023

SG&A expenses were $22.7 million in the Predecessor

2023 Period. Results for the period primarily reflect baseline overhead and personnel costs prior to the SMG assets acquisition, as well

as administrative support associated with the existing plant network and the Shelton acquisition.

Acquisition-related Costs

Successor Year Ended December 31, 2025

Acquisition-related costs totaled $6.7 million

for the year ended December 31, 2025. These expenses primarily consisted of due diligence and professional service costs incurred

in connection with the Thunder Acquisition, including legal, accounting, and advisory fees associated with transaction execution and integration

planning, as well as professional fees incurred in connection with the Company’s ongoing de-SPAC and public-company readiness efforts.

Successor Period (May 22, 2024 through

December 31, 2024)

Acquisition-related costs were $7.4 million in

the Successor 2024 Period. The activity during this period primarily reflects acquisition costs incurred in connection with the Concrete

Acquisition, including legal, financial advisory, accounting, and other professional service fees.

Predecessor Period (January 1, 2024 through

July 29, 2024)

We did not have acquisition-related costs during

the Predecessor 2024 Period.

Predecessor Year Ended December 31, 2023

We did not have acquisition-related costs during

the Predecessor 2023 Period.

(Gain) Loss on Disposal of Assets

Successor Year Ended December 31, 2025

We recorded a loss of $0.3 million on asset disposals

during the year ended December 31, 2025. Activity during this period primarily related to the disposition of miscellaneous ancillary

assets.

Successor Period (May 22, 2024 through

December 31, 2024)

Gain on disposal of assets was $0.1 million in

the Successor 2024 Period. Activity during the period primarily related to the sale of various ancillary assets, including older equipment

and vehicles no longer in active use.

Predecessor Period (January 1, 2024 through

July 29, 2024)

Loss on disposal of assets was $40,000 in the

Predecessor 2024 Period. Activity during the period was minimal and reflected routine asset disposals.

Predecessor Year Ended December 31, 2023

Loss on disposal of assets was $0.2 million in

the Predecessor 2023 Period. Activity during the period related to the timing and mix of asset sales, primarily involving older fleet

and support equipment.

Gains and losses on asset disposals are not indicative

of ongoing operations and may fluctuate from period to period depending on the volume and value of disposals.

Other Income (Expense)

Other Expenses

Successor Year Ended December 31, 2025

Other expenses was $0.4 million in the year ended

December 31, 2025. Activity during the year was consistent with typical non-operating charges incurred in the ordinary course.

Successor Period (May 22, 2024 through

December 31, 2024)

Other expenses was $0.3 million in the Successor

2024 Period. Activity during the period was consistent with typical non-operating charges incurred in the ordinary course.

Predecessor Period (January 1, 2024 through

July 29, 2024)

Other expenses was $0.3 million in the Predecessor

2024 Period. Activity during the period was consistent with typical non-operating charges incurred in the ordinary course.

Predecessor Year Ended December 31, 2023

Other expenses was $0.5 million in the Predecessor

2023 Period. Activity during the period was consistent with typical non-operating charges incurred in the ordinary course.

Interest Expense, Net

Successor Year Ended December 31, 2025

Interest expense, net, was $12.0 million in the

year ended December 31, 2025. This amount primarily reflects interest incurred on the Term Loan and Revolving Loan entered into in

connection with the Concrete Acquisition and Thunder Acquisition, which resulted in higher average borrowings during the period. Interest

income was immaterial, and no material amounts of interest were capitalized.

Successor Period (May 22, 2024 through

December 31, 2024)

Interest expense, net, was $5.2 million in the

Successor 2024 Period. The increase in expense during the period reflects interest incurred on the Initial Term Loan (defined below) and

Revolving Loan entered into in connection with the Concrete Acquisition. At December 31, 2024, the Initial Term Loan had a principal

balance of $126.8 million and an applicable interest rate of 7.7%, and the Revolving Loan had a principal balance of $4.2 million and

an applicable interest rate of 7.7%.

Predecessor Period (January 1, 2024 through

July 29, 2024)

Interest expense, net, was $0.9 million in the

Predecessor 2024 Period. Activity during the period primarily reflected interest incurred under existing debt arrangements prior to the

Concrete Acquisition.

Predecessor Year Ended December 31, 2023

Interest expense, net, was $0.9 million in the

Predecessor 2023 Period. Results for the period were consistent with the Company’s historical borrowing levels prior to the establishment

of the new Term Loan and Revolving Loan Credit Facility.

Net Income

Net income was $2.0 million during the year ended

December 31, 2025, $1.1 million during the Successor 2024 Period, $20.5 million during the Predecessor 2024 Period and $27.0 million

during the Predecessor 2023 Period. The change in net income between periods was primarily driven by the factors discussed above.

Adjusted EBITDA

Successor Year Ended December 31, 2025

Adjusted EBITDA was $41.3 million, representing

an Adjusted EBITDA margin of 21.2%, for the year ended December 31, 2025. Results for the period were significantly impacted by unusually

heavy and sustained rainfall across Oklahoma and Arkansas during the first half of the year, which reduced delivery volumes and delayed

customer projects. With lower volumes, we were unable to benefit from fixed-cost leverage to the same extent as in the Successor 2024

Period, resulting in reduced gross margin contribution.

Successor Period (May 22, 2024 through

December 31, 2024)

Adjusted EBITDA was $21.8 million, and Adjusted

EBITDA margin was 27.4%, for the Successor 2024 Period. Results for the period benefited from increased scale associated with the SMG

assets acquisition in January 2024, which added eight plants to our network, expanding our delivery capacity and operational footprint.

This scale expansion supported improved fixed cost leverage and margin performance.

Predecessor Period (January 1, 2024 through July 29, 2024)

Adjusted EBITDA was $26.2 million, and Adjusted

EBITDA margin was 25.3%, for the Predecessor 2024 Period. Activity during this period reflected stable demand conditions and the initial

integration of the SMG assets, which increased production capacity and supported stronger fixed cost absorption. Integration efforts throughout

the period enhanced operational efficiency and contributed to overall margin performance.

Predecessor Year Ended December 31, 2023

Adjusted EBITDA was $33.9 million, and Adjusted

EBITDA margin was 23.5%, for the Predecessor 2023 Period. Results reflect baseline operations prior to the SMG assets acquisition, with

steady volume performance supported by strong market fundamentals in Oklahoma and Arkansas. The period also benefited from the first full

year of operations following the Shelton acquisition, which expanded the Company’s operational footprint through the addition of

two plants.

LIQUIDITY AND CAPITAL RESOURCES

Overview

Our primary needs for cash are for potential acquisitions

and payment of contractual obligations, including debt and working capital obligations. Our primary sources of liquidity have historically

been cash flows generated from operating activities and borrowings under our Revolving Loan. As of December 31, 2025 and 2024, we

had a net working capital surplus of $0.1 million and $19.4 million, respectively. The decrease in working capital at December 31,

2025 was primarily driven by the classification of the $22.7 million deferred payment related to the Thunder Acquisition as a current

liability, which is expected to be funded through a combination of operating cash flows and availability under the Revolving Loan. Our

collection of receivables has historically been timely, and losses associated with uncollectible receivables have historically not been

significant. Our cash balances totaled $6.3 million and $8.4 million as of December 31, 2025 and 2024, respectively.

We budget annually for both maintenance and growth

capital expenditures. Maintenance capital expenditures are fairly predictable and represent routine reinvestments required to sustain

our current operations, including mixer and haul truck replacements, plant repairs and other recurring equipment and fleet needs typical

of the ready-mix industry. By contrast, growth capital expenditures are discretionary and can fluctuate depending on the timing and scale

of opportunities to expand within our existing footprint, such as new plant construction, capacity additions or targeted fleet expansion.

Acquisition capital expenditures, such as the purchase of new plants or other strategic assets, are not part of our recurring capital

program and require approval from our board of directors.

The ultimate amount of our future capital expenditures

will depend upon a variety of factors, including raw material and equipment pricing, construction activity levels in our markets and the

availability of attractive opportunities to support growth.

As of December 31, 2025, we had cash and

cash equivalents of $6.3 million and available capacity under the Revolving Loan of $21.5 million, net of a $0.5 million letter of credit.

Net cash provided by operating activities was approximately $21.5 million for the year ended December 31, 2025. We believe that our

operating cash flows and the aforementioned liquidity sources provide us with sufficient liquidity to fund our operations and planned

maintenance capital expenditures. However, the timing and amount of future growth or acquisition capital expenditures remain subject to

market conditions, board approval and other variables outside of our control.

Cash requirements for known contractual

and other obligations

The following table presents significant cash

requirements for known contractual and other obligations as of December 31, 2025 (in thousands):

Short-term

Long-term

Total

Term Loan (1)

$ 13,251

$ 182,452

$ 195,703

Deferred payment (2)

22,700

—

22,700

Equipment Loan (1)

1,136

4,543

5,679

Revolving Loan (3)

—

3,000

3,000

Operating lease commitments (4)

634

2,235

2,869

Total

$ 37,721

$ 192,230

$ 229,951

(1) Amounts presented include both principal and interest obligations.

(2) Amounts presented represent deferred payment as part of the Thunder Acquisition

(3) Amounts presented do not include interest expense as it is a floating rate and we cannot determine with

accuracy the future interest rates we will be charged. As of December 31, 2025, the outstanding balance under our Revolving Loan

was subject to an interest rate of 7.4%.

(4) Amounts presented include both minimum lease payments and imputed interest.

Cash Flows

Fiscal Year Ended December 31, 2025, 2024 and 2023

The following table summarizes our cash flows

for the periods indicated (in thousands):

Successor

Predecessor

Year ended

December 31,

2025

Period from

Inception

(May 22, 2024)

through

December 31,

2024

Period from

January 1,

2024 through

July 29, 2024

Year ended

December 31,

2023

Net cash provided by (used in):

Operating activities

$ 21,470

$ 10,798

$ 17,650

$ 32,226

Investing activities

(89,014 )

(192,669 )

(14,743 )

(7,581 )

Financing activities

65,467

185,976

(5,693 )

(22,815 )

Net increase (decrease) in cash and cash equivalents

$ (2,077 )

$ 4,105

$ (2,786 )

$ 1,830

Cash Flows Provided by Operating Activities

Net cash provided by operating activities was

$21.5 million, $10.8 million, $17.7 million and $32.2 million for the year ended December 31, 2025, Successor 2024 Period, Predecessor

2024 Period and Predecessor 2023 Period, respectively.

Operating cash flows for the year ended December 31,

2025 reflect the impact of historically high rainfall during the first half of 2025, which significantly reduced production days, delivered

volumes, and gross profit. Operating cash flows were further impacted by interest payments of approximately $12.0 million related to the

term debt incurred in connection with the Concrete Acquisition and the Thunder Acquisition and affiliated consultant compensation of approximately

$2.8 million. Operating cash flows were also adversely affected by higher SG&A expenses, primarily driven by increased payroll and

maintenance costs associated with expanded operations, as well as incremental costs related to preparing to operate as a public company.

Operating cash flows in the Successor 2024 Period

reflect five months of activity following the Concrete Acquisition, including interest payments of approximately $4.9 million related

to the new term debt incurred to finance Concrete Acquisition and affiliated consultant compensation of approximately $0.4 million.

Operating cash flows in the Predecessor 2024 Period

reflect seven months of operating activity prior to the Concrete Acquisition, while the Predecessor 2023 Period reflects a full year of

operations under the legacy ownership structure.

Cash Flows Used in Investing Activities

Net cash used in investing activities was $89.0

million, $192.7 million, $14.7 million and $7.6 million for the year ended December 31, 2025, Successor 2024 Period, Predecessor

2024 Period and Predecessor 2023 Period, respectively.

For the year ended December 31, 2025, cash

used in investing activities primarily consisted of $73.4 million related to the Thunder Acquisition that added approximately twenty ready-mix

plants in Oklahoma and $15.9 million of property, plant and equipment additions primarily associated with maintenance and organic growth

capital expenditures. These outflows were partially offset by approximately $0.3 million of proceeds from asset sales.

For the Successor 2024 Period, cash used in investing

activities primarily consisted of $189.2 million related to the Concrete Acquisition and $3.6 million of property, plant, and equipment

additions primarily associated with maintenance capital expenditures. These outflows were partially offset by approximately $0.2 million

of proceeds from asset sales.

For the Predecessor 2024 Period, cash used in

investing activities primarily consisted of $13.9 million related to the SMG assets acquisition and $1.0 million of property, plant, and

equipment additions primarily associated with maintenance capital expenditures. These outflows were partially offset by $0.2 million of

proceeds from an asset disposition.

For the Predecessor 2023 Period, cash used in

investing activities primarily consisted of $9.2 million of capital expenditures for maintenance and organic growth projects. These outflows

were partially offset by approximately $1.6 million in proceeds from the sale of assets.

Cash Flows Provided (Used in) Financing Activities

Net cash provided (used in) by financing activities

was $65.5 million, $186.0 million, $(5.7) million and $(22.8) million for the year ended December 31, 2025, Successor 2024 Period,

Predecessor 2024 Period and Predecessor 2023 Period, respectively.

For the year ended December 31, 2025, net

cash provided by financing activities primarily consisted of debt borrowings of $86.8 million, offset by $15.6 million of debt repayments,

$2.7 million of deferred financing costs, $2.3 million of distributions to members and $0.6 million of debt issuance costs.

Net cash provided by financing activities during

the Successor 2024 Period was primarily driven by net debt borrowings of $131.0 million and proceeds from the issuance of preferred and

common units of $57.9 million. These inflows were partially offset by $2.5 million of debt issuance costs and $0.4 million of distributions

to members.

Net cash used in financing activities during the

Predecessor 2024 Period was primarily due to distributions to members of $14.3 million offset partially by net borrowings of debt of $8.6

million.

Net cash used in financing activities during the

Predecessor 2023 Period was primarily due to distributions to members of $18.2 million and repayments of debt of $4.6 million.

Debt Agreements

Term Loan

We entered into a credit agreement with Bank of

America, N.A., as administrative agent and certain lenders party thereto (the “Lenders”) on July 29, 2024 (the “Credit

Agreement”) providing for a five-year $130.0 million term loan agreement (“Initial Term Loan”) and amended the Credit

Agreement on October 17, 2025 (“Loan Amendment”) to increase the Initial Term Loan by $75.0 million (as amended, the

“Term Loan”). Proceeds from the Initial Term Loan were used to partially fund the Concrete Acquisition. The Term Loan is secured

by a first lien on substantially all personal property assets (“Collateral”), and the Lenders have the right in the future

to request liens on any real property with an appraised value in excess of $2.0 million (“Material Real Property”). The Term

Loan matures on July 29, 2029, at which time all advances are required to be paid in full. Interest accrues at the Secured Overnight

Financing Rate (“SOFR”) plus an applicable margin ranging from 2.75% to 3.50%, resulting in an effective interest rate of

approximately 7.3% and 7.7% as of December 31, 2025 and December 31, 2024, respectively.

Principal payments are due on the last day of

each calendar quarter, as set forth below (in thousands):

December 31, 2025 through September 30, 2026

$ 2,563

September 30, 2026 through September 30, 2027

$ 3,844

September 30, 2027 and thereafter

$ 5,125

Revolving Loan

The Credit Agreement also provided for a revolving

loan (“Revolving Loan”) with a commitment and borrowing base of $15.0 million. The Loan Amendment increased the commitment

for the Revolving Loan by $10.0 million for a total commitment and borrowing base of $25.0 million. The Revolving Loan is secured by the

Collateral, and the Lenders have the right in the future to request liens on Material Real Property. Balances outstanding under the Revolving

Loan bear interest at the SOFR plus an applicable margin ranging from 2.75% to 3.50%, which was 7.4% and 7.7% as of December 31,

2025 and 2024, respectively. Principal and any accrued interest is due at maturity on July 29, 2029. At December 31, 2025, the

Company had $3.0 million of borrowings outstanding under the Revolving Loan. In addition, a letter of credit in the amount of $0.5 million

was outstanding, leaving $21.5 million available under the Revolving Loan.

Covenants

The Credit Agreement includes customary affirmative

and negative covenants that restrict our ability to, among other things, incur additional indebtedness, create liens, make certain investments,

pay dividends and enter into sale-leaseback transactions, subject to customary exceptions. In addition, the agreement contains financial

covenants, including a Consolidated Senior Leverage Ratio that must not exceed a specified threshold and a Fixed Charge Coverage Ratio

that must exceed a specified minimum threshold. Both financial covenants are tested on a quarterly basis only if availability under the

Revolving Loan falls below a defined minimum level. We were in compliance with all applicable financial and non-financial covenants as

of December 31, 2025.

Equipment Notes

On December 30, 2025, we entered into an

equipment financing facility (“Master Equipment Loan Agreement”) with Eagle Redi-Mix Concrete, LLC, Ram Transportation, LLC

and Concrete Partners, LLC as co-borrowers which will provide for equipment to be financed pursuant to terms to be agreed upon and evidenced

by promissory notes (“Equipment Notes”) to be entered into in the ordinary course of business on customary market terms. The

Equipment Notes will be secured by the financed equipment.

As part of the Master Equipment Loan Agreement,

we entered into a five-year $4.8 million equipment security note on December 30, 2025. Proceeds from the Equipment Loan were used

to purchase concrete mixer equipment. As of December 31, 2025, the Company had $4.8 million outstanding on the Equipment Loan. The

Equipment Loan bears interest at 6.6% per annum and matures on December 31, 2030.

Future Financings

We also anticipate entering into customary interest

rate hedging arrangements from time to time as appropriate with one or more of the Lenders under our Credit Agreement to address risks

of interest rate fluctuations. Our obligations under such arrangements will be secured by the Collateral.

Predecessor Loans

On April 8, 2022, we entered into loan agreements

that established a revolving credit facility with a commitment and borrowing base of $2.0 million and five term loans totaling $31.8 million

(“Eagle Predecessor Loans”). The Eagle Predecessor Loans were secured against a first lien on substantially all assets of

Eagle and Ram. The Eagle Predecessor Loans had varying maturity dates ranging from one year to ten years, at which time all advances were

required to be paid in full. Interest accrued on the Eagle Predecessor Loans at a fixed rate of 3.7% and monthly payments of principal

and interest were required until the maturity date of each loan. The Eagle Predecessor Loans were fully repaid upon consummation of the

Concrete Acquisition on July 29, 2024.

On April 13, 2018, Schwarz Ready Mix, Schwarz

Leasing and Schwarz Sand entered into a secured $4.5 million purchase money promissory note, bearing interest at a fixed rate of 4.75%

per annum and providing for monthly instalments of principal payments. The note was repaid in full on March 5, 2025, prior to the

consummation of the Thunder Acquisition, and was not assumed by the Company.

On May 30, 2018, Schwarz Ready Mix and Schwarz

Sand entered into a secured Revolving Line of Credit evidenced by a promissory note (“Revolver Note”) for $3.0 million, which

Revolver Note and Revolving Line of Credit were amended from time to time to provide for a final maturity date of June 30, 2026.

Amounts outstanding under the Revolver Note accrued interest at a variable rate of interest per annum equal to the prime rate as published

from day to day in the Wall Street Journal, but never less than 4.75% per annum. Amounts outstanding under the Revolver Note were secured

by security interests in all assets of Schwarz Ready Mix and Schwarz Sand, including mortgages on certain Texas real property. The Revolver

Note provided for repayments of principal through sweep account provisions requiring certain cash collections to be applied to repay the

outstanding loan amounts. All outstanding amounts under the Revolver Line of Credit and Revolver Note were fully repaid prior to the consummation

of the Thunder Acquisition on October 17, 2025.

On July 24, 2020, Schwarz Ready Mix and Schwarz

Sand entered into a secured $2.9 million promissory note, bearing interest at a fixed rate of 3.75% per annum and providing for monthly

instalments of principal payments. The note was repaid in full prior to the consummation of the Thunder Acquisition and was not assumed

by the Company.

On March 22, 2022, Schwarz Ready Mix, Schwarz

Leasing and Schwarz Sand entered into a secured $2.5 million purchase money promissory note, bearing interest at a fixed rate of 3.5%

per annum and providing for monthly instalments of principal payments. The note was repaid in full prior to the consummation of the Thunder

Acquisition and was not assumed by the Company.

On March 12, 2024, Schwarz Ready Mix, Schwarz

Leasing and Schwarz Sand entered into a secured $3.0 million revolving credit promissory note, bearing interest at a fixed rate of 8.0%

per annum and providing for monthly instalments of principal payments. The note was repaid in full prior to the consummation of the Thunder

Acquisition and was not assumed by the Company.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements in conformity

with GAAP requires us to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure

of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during

the reporting period. Actual amounts could differ from these estimates, and changes in these estimates are recorded when known. The accounting

estimates and assumptions we consider to be the most significant to the financial statements are discussed below.

Impairment of Goodwill

Goodwill represents the excess of the purchase

price over the fair value of net assets acquired and liabilities assumed in business combinations.

For purposes of the goodwill impairment assessment,

assets are grouped into “reporting units.” A reporting unit is either an operating segment or a component of an operating

segment, depending on how similar the components of the operating segment are to each other in terms of operational and economic characteristics.

As of December 31, 2025, we had one reporting

unit for goodwill impairment testing purposes, which aligns with our single operating segment. We perform a qualitative assessment of

relevant events and circumstances to evaluate the likelihood of goodwill impairment. If it is more likely than not that the fair value

of the reporting unit is less than its carrying amount, we perform a quantitative analysis to determine the fair value of the reporting

unit. If the fair value is less than the carrying amount, an impairment loss is recognized in an amount equal to the excess of the carrying

value of goodwill over its implied fair value, limited to the total goodwill allocated to the reporting unit.

We performed a qualitative assessment as of December 31,

2025, 2024 and 2023, to determine whether it was more likely than not that the fair value of the reporting unit was greater than the carrying

value of the reporting unit. Based on these qualitative assessments, we determined that the fair value of our reporting unit was more

likely than not greater than the carrying value of the reporting units. As a result, no impairment of goodwill was recorded during any

of the periods in the accompanying consolidated and combined financial statements.

Redeemable Preferred Units (Mezzanine Equity)

We have Senior Preferred and Preferred Units that

are classified as mezzanine equity because certain redemption features are not solely within the Company’s control. These instruments

are initially recorded at fair value and subsequently remeasured to their maximum redemption value at each reporting date, with accretion

recorded through equity (and reflected as a reduction to net income attributable to common, as applicable). In 2025, aggregate accretion

on the Senior Preferred and Preferred Units totaled $13.1 million. Because these instruments are deemed currently redeemable and are remeasured

to their maximum redemption value, changes in capital structure or redemption provisions could significantly affect the amount of accretion

recorded in future periods.

Impairment of Long-Lived Assets

We evaluate long-lived assets, including property,

plant and equipment and amortizable intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying

amount of such assets may not be recoverable. Recoverability is assessed based on the undiscounted future cash flows expected to result

from the use and eventual disposition of the asset group. If the carrying amount exceeds the estimated undiscounted cash flows, an impairment

charge is recognized in the amount by which the carrying amount exceeds its fair value.

As of December 31, 2025, the carrying amount

of property, plant and equipment was approximately $152.8 million, customer relationship intangibles totaled $71.4 million, and indefinite-lived

trade name assets totaled $24.8 million. We evaluated our long-lived assets as of December 31, 2025 and 2024 for indicators of impairment

and concluded that no impairment existed. To the extent impairment indicators were present, the estimated undiscounted cash flows for

the applicable asset groups exceeded the carrying amounts by a substantial margin.

No impairment charges were recognized during the

Successor Periods (May 22, 2024 through December 31, 2024 and the year ended December 31, 2025) or during the Predecessor

periods presented. We will continue to monitor for potential triggering events in future periods, including changes in market conditions,

operating performance, or utilization levels.

Business Combination Accounting

We account for business combinations using the

acquisition method of accounting in accordance with ASC 805, which requires us to recognize the identifiable tangible and intangible assets

acquired and liabilities assumed at their estimated fair values as of the acquisition date, other than leases and contract assets and

liabilities acquired in connection with business combinations. The excess of the purchase consideration over the fair values of these

identifiable assets and liabilities is recorded as goodwill.

We may adjust the amounts recognized in an acquisition

during a measurement period after the acquisition date. Any such adjustments are the result of subsequently obtaining additional information

that existed at the acquisition date regarding the assets acquired or the liabilities assumed. Measurement period adjustments are generally

recorded as increases or decreases to goodwill, if any, recognized in the transaction. The cumulative impact of measurement period adjustments

on depreciation, amortization and other income statement items is recognized in the period the adjustment is determined. The measurement

period ends once we have obtained all necessary information that existed as of the acquisition date but does not extend beyond one year

from the date of acquisition. Any adjustments to assets acquired or liabilities assumed beyond the measurement period, unless as a result

of an error, are recorded through earnings.

Determining the fair values of assets acquired

and liabilities assumed requires judgment and often involves the use of significant estimates and assumptions. We engage third-party appraisal

firms when appropriate to assist in the fair value determination of assets acquired and liabilities assumed. Acquisition-related expenses

and transaction costs associated with business combinations are expensed as incurred.

As part of the Thunder Acquisition completed in

2025, total purchase consideration was approximately $115.1 million, consisting of $95.1 million in cash and $20.0 million in equity.

The allocation of purchase consideration was primarily to property, plant and equipment, customer relationship intangibles, trade name,

and working capital, with no goodwill recognized. The fair value determination involved the use of Level 3 inputs such as forecasted cash

flows and discount rates.

As part of the Concrete Acquisition completed

in 2024, total purchase consideration was approximately $253.0 million, consisting of $189.2 million in cash and $63.8 million in equity.

The allocation of purchase consideration was primarily to property, plant and equipment, customer relationship intangibles, trade name,

and working capital, with approximately $79.5 million of goodwill recognized. The fair value determination involved the use of Level 3

inputs such as forecasted cash flows and discount rates.

In addition to the Concrete Acquisition, we completed

the SMG assets acquisition in January 2024 for total purchase consideration of approximately $13.9 million, which was accounted for

as a business combination. The allocation of purchase consideration was primarily to property, plant and equipment and other working capital,

with approximately $0.3 million of goodwill recognized. The fair value determination also involved the use of Level 3 inputs such as forecasted

cash flows and discount rates.

The estimation of fair values of acquired assets

and assumed liabilities is judgmental and requires various assumptions. Additionally, the amounts assigned to depreciable and amortizable

assets compared to amounts assigned to goodwill, which is not amortized, can significantly affect our results of operations.

Fair value is defined as the price that would

be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at

the measurement date. Fair value is based upon assumptions that market participants would use when pricing an asset or liability. We use

the following fair value hierarchy, which prioritizes valuation technique inputs used to measure fair value into three broad levels:

· Level 1: Quoted prices in active markets for

identical assets and liabilities that the Company has the ability to access at the measurement date.

· Level 2: Inputs (other than quoted prices included

within Level 1) that are either directly or indirectly observable for the asset or liability, including (i) quoted prices for similar

assets or liabilities in active markets, (ii) quoted prices for identical or similar assets or liabilities in inactive markets, (iii) inputs

other than quoted prices that are observable for the asset or liability, and (iv) inputs that are derived from observable market

data by correlation or other means.

· Level 3: Unobservable inputs for the asset or

liability including situations where there is little, if any, market activity for the asset or liability.

The fair value hierarchy gives the highest priority

to quoted prices in active markets (Level 1) and the lowest priority to unobservable inputs (Level 3).

EFFECTS OF INFLATION AND PRICING

Given the cyclical nature of our industry, demand

for and costs of service providers, as well as inflationary pressure in the broader economy, may adversely affect the prices we pay for

various goods and services. The global economy is currently experiencing significant inflationary pressures resulting from rising commodities

costs, tightening labor markets and supply chain shortages, as well as certain ongoing geopolitical conflicts. We continue to monitor

the situation and assess its impact on our business. We expect to continue to build on our technical expertise and operational efficiencies

and synergies to mitigate inflationary and cost pressures as they may arise.

NEW ACCOUNTING PRONOUNCEMENTS

In December 2023, the FASB issued ASU 2023-09, Income

Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands income tax disclosure requirements, including enhanced rate

reconciliation and income taxes paid disclosures. The standard is effective for fiscal years beginning after December 15, 2024, and

is to be applied prospectively. As a limited liability company, we currently operate as a pass-through entity and do not expect a material

impact upon adoption.

In November 2024, the FASB issued ASU 2024-03,

Disaggregation of Income Statement Expenses, which requires additional disaggregated disclosure of prescribed expense categories.

The standard is effective for fiscal years beginning after December 15, 2026, and is to be applied prospectively. We are currently

evaluating the impact of this standard on our consolidated financial statements and related disclosures.

EX-99.4 — EXHIBIT 99.4

EX-99.4

Filename: tm2611641d1_ex99-4.htm · Sequence: 26

Exhibit 99.4

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL

INFORMATION

Capitalized terms included below but not defined

in this Exhibit 99.4 have the same meaning as terms defined and included in the Current Report on Form 8-K (the “Current

Report”) filed with the Securities and Exchange Commission (the “Commission”) on April 14, 2026 and, if not defined

in the Current Report, the final prospectus and definitive proxy statement (the “Proxy Statement/Prospectus”) filed with the

Commission on February 13, 2026. Unless the context otherwise requires, the “Company,” “Post-Combination Company,”

“Suncrete,” “PubCo,” “we,” “us,” or “our” refers to Suncrete, Inc. and

its subsidiaries after giving effect to the Closing.

Introduction

The following unaudited pro forma condensed combined

financial information presents the combination of financial information of Haymaker Acquisition Corp. 4 (“Haymaker”) and Concrete

Partners Holding, LLC (“CPH”), adjusted to give effect to the Business Combination (as defined below) and related transactions,

including the acquisition of the Schwarz Entities (as defined below). The following unaudited pro forma condensed combined financial information

has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments

to Financial Disclosures and Acquired and Disposed Businesses” to depict the accounting for the transaction (“Transaction

Accounting Adjustments”) and do not present the any synergies expected to occur as a result of the Business Combination.

The unaudited pro forma condensed combined balance

sheet as of December 31, 2025, gives effect to the Business Combination and related transactions as if they had occurred on December 31,

2025. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2025 give effect to the

Business Combination and related transactions as if they had occurred on January 1, 2025, the beginning of the earliest period presented.

The pro forma combined statement

of operations does not reflect a provision for income taxes or any amounts that would have resulted had the Post-Combination Company filed

consolidated income tax returns during the period presented. The unaudited pro forma condensed combined balance sheet does not reflect

the deferred taxes of the Post-Combination Company as a result of the Business Combination. Since it is likely that the Post-Combination

Company will record a valuation allowance against the total U.S. and state deferred tax assets given the net operating losses as the recoverability

of the tax assets is uncertain, the tax provision is zero.

The unaudited pro

forma condensed combined financial information has been presented for informational purposes only and is not necessarily indicative of

what the Post- Combination Company’s financial position or results of operations actually would have been had the Business Combination

and related transactions been completed as of the dates indicated. In addition, the unaudited pro forma condensed combined financial information

does not purport to project the future financial position or operating results of the Post-Combination Company following the reverse recapitalization.

The actual financial position and results of operations of the Post-Combination Company may differ significantly

from the pro forma amounts reflected herein due to a variety of factors.

The unaudited pro forma condensed

combined financial information has been derived from, and should be read in conjunction with, the historical financial statements and

related notes of Haymaker as of and for the year ended December 31, 2025, which are incorporated by reference; the historical financial

statements and related notes of CPH, which are included as Exhibit 99.2 to the Current Report; and the historical financial statements

and related notes of the Schwarz Entities as of October 17, 2025 and for the period January 1, 2025 through October 17, 2025, which are

included as Exhibit 99.5 to the Current Report. The historical information of CPH for year ended December 31, 2025 has been adjusted to

include the estimated transaction accounting adjustments of the Thunder Acquisition (as defined below).

Description of the Business Combination

On October 9, 2025, Haymaker, with Haymaker

Merger Sub I, Inc. (“Merger Sub I”), Haymaker Merger Sub II, LLC (“Merger Sub II”), Suncrete and CPH entered

into a business combination agreement (the “Business Combination Agreement”) pursuant to which (1) at the closing of

the transactions contemplated by the Business Combination Agreement (the “Closing”) and following the Domestication (as defined

below), Haymaker merged with Merger Sub I, a wholly-owned subsidiary of PubCo (the “Initial Merger”) with Haymaker surviving

the Initial Merger as a wholly owned subsidiary of the Company (the time at which the Initial Merger became effective, the “Initial

Merger Effective Time”) and immediately after, CPH merged into Merger Sub II, a wholly-owned subsidiary of PubCo (the “Acquisition

Merger,” together with the Initial Mergers, the “Mergers,” and the time at which the Acquisition Merger became effective,

the “Acquisition Merger Effective Time”) resulting in a combined company whereby Haymaker and CPH are wholly-owned subsidiaries

of Suncrete, as more fully described in the Proxy Statement/Prospectus; (2) Haymaker domesticated (the “Domestication”)

as a Delaware corporation in accordance with the General Corporation Law of the State of Delaware, the Companies Act (As Revised) of the

Cayman Islands and the amended and restated memorandum and articles of association of Haymaker (as amended from time to time); and (3) the

other transactions contemplated by the Business Combination Agreement and documents related thereto were consummated (collectively, with

the Mergers, the Domestication and all other transactions contemplated by the Business Combination Agreement, the “Business Combination”).

On April 8, 2026, as contemplated by the

Business Combination Agreement, Haymaker filed a notice of deregistration with the Cayman Islands Registrar of Companies, together with

the necessary accompanying documents, and filed a certificate of incorporation and a certificate of corporate domestication with the Secretary

of State of the State of Delaware, pursuant to which Haymaker was domesticated and continued as a Delaware corporation.

Subject to and in accordance with the terms and

conditions of the Business Combination Agreement, Initial Merger and Acquisition Merger:

1) At the Initial Merger Effective Time:

a. PubCo filed Amended and Restated PubCo Certificate of Incorporation with the Secretary of State of Delaware,

which was adopted as the certificate of incorporation of PubCo until thereafter amended as provided by the DGCL and such certificate of

incorporation;

b. The Amended and Restated PubCo Bylaws were adopted as the bylaws of PubCo until thereafter amended as

provided by the DGCL, the Amended and Restated PubCo Charter and such bylaws;

c. The certificate of incorporation and bylaws of Merger Sub I, as in effect immediately prior to the Initial

Merger Effective Time became the certificate of incorporation and bylaws for the SPAC until thereafter amended in accordance with their

terms and applicable provisions of the DGCL;

d. Each issued and outstanding share of common stock of Merger Sub I was redeemed for par value;

e. Each issued and outstanding share of Class A common stock of Haymaker was canceled and converted

into one share of Class A common stock, par value $0.0001 per share of PubCo (“PubCo Class A Common Stock”);

f. Each issued and outstanding Class B common stock of PubCo was canceled and converted into one share

of Class B common stock, par value $0.0001 per share of PubCo (“PubCo Class B Common Stock”);

g. Each outstanding and unexercised issued and outstanding public warrant to purchase Class A ordinary

shares of Haymaker (“SPAC Warrant”), was automatically assumed and converted into a warrant to acquire one share of PubCo

Class A Common Stock, subject to the same terms and conditions (including exercisability terms) as were applicable to the corresponding

former SPAC Warrant immediately prior to the Initial Merger Effective Time;

h. Each issued and outstanding SPAC Unit was detached into one share of PubCo Class A Common Stock and

one-half of one SPAC Warrant;

2) At the Acquisition Merger Effective Time:

a. The certificate of formation and limited liability company agreement of Merger Sub II, as in effect immediately

prior to the Acquisition Merger Effective Time, in materially the same form, became the certificate of formation and limited liability

company agreement of the Surviving Subsidiary Company until thereafter amended in accordance with their terms and the applicable provision

of the DLLCA;

b. Each issued and outstanding Company Common Unit was cancelled and converted into the right to receive,

in the aggregate, that number of fully paid and non-assessable shares of PubCo Class B Common Stock and/or PubCo Class A Common

Stock equal to the Company Common Unit Exchange Ratio (as defined in the Business Combination Agreement);

c. Each issued and outstanding Preferred Unit of CPH was cancelled and converted into the right to receive,

in the aggregate, that number of fully paid and non-assessable shares of PubCo Class B Common Stock and/or PubCo Class A Common

Stock equal to the Company Preferred Unit Exchange Ratio (as defined in the Business Combination Agreement);

i. Each issued and outstanding Senior Preferred Unit (as defined below) was canceled and converted into the

right to receive Series A Preferred Stock (as defined below) in the amount equal to the Unreturned Senior Preferred Contribution

defined and calculated in accordance with the Amended and Restated Limited Liability Company Agreement of CPH;

d. Each issued and outstanding Incentive Unit of CPH was automatically cancelled and ceased to exist in exchange

for a right to receive a number of restricted shares of PubCo Class A Common Stock equal to the Company Incentive Unit Share Consideration

(as defined in the Business Combination Agreement) with respect to such Company Incentive Unit;

e. Each Unit of CPH held in treasury was cancelled without any conversion and no payment or distribution

made;

f. Each issued and outstanding PubCo Class B Common Stock was converted into and exchanged, on a one-for-one

basis, into one share of PubCo Class A Common Stock;

g. Each issued and outstanding Unit of Merger Sub II was converted into and exchanged for one validly issued,

fully paid and non-assessable Unit of CPH; and

h. Subject to receipt of necessary waivers, approvals, consents or authorizations and the satisfaction of

certain contractual requirements, PubCo issued 2,500,000 shares of PubCo Class B Common Stock to Dothan Independent GP, LP (“Dothan

Independent”).

Other Agreements

PIPE Subscription Agreements

Haymaker has entered into subscription agreements

(the “PIPE Subscription Agreements”) with certain institutional investors (collectively, the “PIPE Investors”),

pursuant to which, among other things, Haymaker has agreed to (i) issue and sell, in private placements to close immediately prior

to or substantially concurrently with the Closing, an aggregate of 17,378,676 shares of PubCo Class A Common Stock for a purchase

price of $10.00 per share and/or (ii) 2,525,094 pre-funded common stock purchase warrants, each to purchase one share of Class A

Common Stock (the “Pre-Funded Warrants”) at a per share exercise price equal to $0.0001, at a purchase price per Pre-Funded

Warrant equal to the Purchase Price less the Exercise Price. Concurrently with the Closing, Suncrete received an aggregate amount of $167.1

million from the PIPE Investors.

Exchange Agreement

The Company previously entered into a Securities

Exchange Agreement (the “Exchange Agreement”) with holders of Suncrete’s Senior Preferred Units (the “Senior Preferred

Units”), pursuant to which the Company agreed to issue an aggregate of 26,000 shares of Series A Convertible Perpetual Preferred

Stock, par value $0.0001 per share (the “Series A Preferred Stock”), to such Senior Preferred Unit holders in exchange

for their Senior Preferred Units (the “Exchange”). On April 8, 2026, the Exchange occurred immediately prior to the closing

of the Acquisition Merger, and the Company issued 26,000 shares of Series A Preferred Stock to the Senior Preferred Unit holders,

following the acceptance by the Secretary of State of the State of Delaware of the Certificate of Designation for the Series A Convertible

Perpetual Preferred Stock.

Anticipated Accounting Treatment

The Business Combination will be accounted for

as a reverse recapitalization under GAAP. Under this method of accounting, Haymaker will be treated as the “acquired” company

for accounting purposes. Accordingly, for accounting purposes, the financial statements of the post-combination company will represent

a continuation of the financial statements of CPH with the Business Combination treated as the equivalent of CPH issuing stock for the

net assets of Haymaker, accompanied by a recapitalization. The net assets of Haymaker will be stated at historical costs, with no goodwill

or other intangible assets recorded. Operations prior to the Business Combination will be presented as those of CPH in future reports

of PubCo.

CPH has been determined to be the accounting acquirer

based on evaluation of the following facts and circumstances:

· CPH members comprising a relative majority of the voting power of PubCo and having the ability to nominate

six of the eight members of the board of directors of PubCo;

· CPH’s operations prior to the acquisition comprising the only ongoing operations of PubCo; and

· CPH’s senior management comprising a majority of the senior management of PubCo.

The following unaudited pro forma condensed combined

balance sheet as of December 31, 2025 is based on the audited historical financial statements of Haymaker and CPH:

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF DECEMBER 31, 2025

(In $000's)

CPH

Historical

Haymaker

As Reclassified

(See Note n)

Transaction

Accounting

Adjustments

Pro Forma

Combined

ASSETS

Current assets:

Cash and cash equivalents

$ 6,333

$ 4

$ 258,241

(a)

$ 168,722

(10,460

)

(b)

(12,180

)

(c)

167,120

(d)

(3,613

)

(m)

(144,119

)

(f)

(56,729

)

(l)

(25,875

)

(j)

(10,000

)

(k)

Accounts receivable, net

33,699

—

—

33,699

Inventory

8,723

—

—

8,723

Other current assets

5,047

35

—

5,082

Total current assets

53,802

39

162,385

216,226

Property, plant and equipment:

Property, plant & equipment, at cost

168,767

—

—

168,767

Less: accumulated depreciation

(15,390 )

—

—

(15,390 )

Property, plant and equipment, net

152,837

—

—

152,837

Goodwill

79,505

—

—

79,505

Customer relationships, net

71,373

—

—

71,373

Trade name

24,800

—

—

24,800

Cash and securities held in Trust Account

—

258,241

(258,241

)

(a)

—

Other noncurrent assets

2,385

—

—

2,385

Total assets

$ 384,702

$ 258,280

$ (95,856

)

$ 547,126

LIABILITIES, REDEEMABLE MEZZANINE EQUITY, AND SHAREHOLDERS' EQUITY

Current liabilities:

Accounts payable

$ 12,558

$ —

$ —

$ 12,558

Accrued liabilities

13,654

2,251

—

15,905

WCL Promissory Note - related party

—

1,060

(1,060

)

(b)

—

Current portion of lease liabilities

475

—

—

475

Extension promissory note

—

2,250

(2,250

)

(b)

—

Long-term debt, current portion

27,081

—

—

27,081

Total current liabilities

53,768

5,561

(3,310

)

56,019

Deferred underwriting fee payable

—

8,650

(8,650

)

(b)

—

Subscription Agreement liability

—

9,075

(9,075

)

(f)

Long-term lease liability

1,727

—

—

1,727

Long-term debt, net

186,625

—

—

186,625

Total liabilities

242,120

23,286

(21,035

)

244,371

Commitments and Contingencies

Redeemable mezzanine equity

Class A Ordinary Shares subject to possible redemption

—

258,241

(258,241

)

(f)

—

Senior Preferred Units

26,590

—

(26,590

)

(e)

—

Preferred Units

130,623

—

(130,623

)

(g)

—

Series A Preferred Stock

—

—

26,590

(e)

26,590

Shareholders' equity

PubCo Class A Common Stock

—

—

1

(f)

5

2

(d)

1

(g)

1

(h)

PubCo Class B Common Stock

—

—

1

(g)

1

Class B Ordinary Shares

—

1

(1

)

(h)

—

Members' Equity (Deficit)

(14,631 )

—

(10,000

)

(k)

(24,631 )

Additional paid-in capital

—

—

123,196

(f)

300,790

(12,180

)

(c)

167,118

(d)

130,621

(g)

(23,248

)

(i)

(3,613

)

(m)

1,500

(b)

(56,729

)

(l)

(25,875

)

(j)

Accumulated deficit

—

(23,248 )

23,248

(i)

—

Total shareholders' equity

(14,631 )

(23,247 )

314,043

276,165

Total liabilities, redeemable mezzanine equity, and shareholders' equity

$ 384,702

$ 258,280

$ (95,856

)

$ 547,126

Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

(a) Adjustment necessary to reflect the transfer of marketable securities held in the Trust Account to cash.

(b) Adjustment necessary to reflect the settlement of the deferred underwriting fee and the extension promissory

note by cash upon the Closing of the Business Combination. The WCL Promissory Note was settled by issuing 150,000 shares of PubCo Class A

Common Stock.

(c) Adjustment necessary to reflect the transaction costs incurred by CPH of approximately $12.2 million.

The costs of CPH are accounted for as a reduction in the combined cash account with a corresponding reduction in additional paid-in capital

consistent with the treatment described in SEC Staff Accounting Bulletin Topic 5.A. These transaction costs will not recur in the combined

company income statement beyond 12 months after the transaction. The transaction costs for Haymaker are approximately $10.1 million and

are excluded from the unaudited pro forma condensed combined balance sheet.

(d) Adjustment necessary to reflect the receipt of $167.1 million in proceeds from the PIPE Investment. Pursuant

to the PIPE Subscription Agreements, Haymaker has agreed to issue and sell, in private placements to close immediately prior to or substantially

concurrently with the Closing, an aggregate of 17,378,676 shares of PubCo Class A Common Stock and/or Pre-Funded Warrants, to the

PIPE investors. The PIPE Subscription Agreements are accounted as a derivative liability initially recognized at fair value. Upon settlement

of the agreements, when the cash is received, Haymaker recorded a debit to cash and a credit to additional paid-in capital, with

a corresponding reversal of the previously recorded derivative liability.

(e) Adjustment to reflect the exchange of the Senior Preferred Units for Series A Preferred Stock of

PubCo.

(f) Adjustment necessary to reflect the redemption of 12,628,150 shares for cash by the Public Shareholders

of Haymaker upon the consummation of the Business Combination at a redemption price of $11.41 per share. The remaining marketable securities

held in the Trust Account are transferred to cash, with a corresponding credit to accumulated paid-in-capital. Additionally, the settlement

of the Subscription Agreement liability is reversed and results in a credit to accumulated paid-in-capital.

(g) Adjustment necessary to reflect the conversion of Company Preferred Units into shares of PubCo Class A

Common Stock and PubCo Class B Common Stock.

(h) Adjustment necessary to reflect the conversion of SPAC Class B Ordinary Shares into shares of PubCo

Class A Common Stock.

(i) Adjustment necessary to reflect the elimination of Haymaker historical accumulated deficit.

(j) Adjustment necessary to reflect the redemption of 11.5 million warrants at a price per warrant of (i) $2.25

in cash and (ii) 0.075 shares of PubCo Class A Common Stock.

(k) Adjustment necessary to present the $10.0 million payment to Dothan Management for diligence and integration

fees for the services provided by Dothan Management and its personnel to CPH in relation to the Business Combination.

(l) Adjustment to reflect aggregate payments made by Suncrete pursuant to pre-paid forward agreements with

holders of 4,902,989 Class A Ordinary Shares.

(m) Adjustment necessary to reflect aggregate payments made by CPH in connection with the Non-Redemption Agreements.

(n) The following reclassifications were made to conform the historical financial statements of Haymaker to

the presentation of CPH, and such amounts are reflected in the “Haymaker As Reclassified” column:

AS RECLASSIFIED BALANCE SHEET OF HAYMAKER

AS OF DECEMBER 31, 2025

Historical

Suncrete caption

Haymaker Acquisition Corp. 4 caption

Haymaker

As Reported

Reclassification

Adjustments

Haymaker

As Reclassified

ASSETS

ASSETS

Current assets:

Current assets:

Cash and cash equivalents

Cash

$ 4

$ —

$ 4

Prepaid expenses

35

(35 )

—

Accounts receivable, net

—

—

—

Inventory

—

—

—

Other current assets

—

35

35

Total current assets

Total current assets

39

—

39

Property, plant and equipment:

Property, plant & equipment, at cost

—

—

—

Less: accumulated depreciation

—

—

—

Property, plant and equipment, net

—

—

—

Prepaid insurance - non-current

—

—

—

Goodwill

—

—

—

Customer relationships, net

—

—

—

Trade name

—

—

—

Cash held in Trust Account

Cash held in Trust Account

258,241

—

258,241

Other noncurrent assets

—

—

—

Total assets

Total assets

$ 258,280

$ —

$ 258,280

LIABILITIES, REEDEMABLE MEZZANINE EQUITY, AND SHAREHOLDERS' EQUITY

LIABILITIES, CLASS A ORDINARY SHARES AND SHAREHOLDERS' EQUITY

Current liabilities:

Current liabilities:

Accrued expenses

$ 2,251

$ (2,251 )

$ —

Accrued offering costs

—

—

—

Accounts payable

—

—

—

Accrued liabilities

—

2,251

2,251

WCL Promissory Note - related party

WCL Promissory Note - related party

1,060

—

1,060

Extension promissory note

Extension promissory note

2,250

—

2,250

Long-term debt, current portion

—

—

—

Total current liabilities

Total current liabilities

5,561

—

5,561

Long-term liabilities

Long-term liabilities

Deferred underwriting fee payable

Deferred underwriting fee payable

8,650

—

8,650

Subscription Agreement liability

9,075

—

9,075

Long-term lease liability

—

—

—

Long-term debt, net

—

—

—

Total liabilities

Total liabilities

23,286

—

23,286

Commitments and Contingencies (Note 14)

Commitments and Contingencies

Redeemable mezzanine equity

Class A Ordinary Shares subject to possible redemption

Class A Ordinary Shares subject to possible redemption

258,241

—

258,241

Senior Preferred Units

—

—

Preferred Units

—

—

Shareholders' Equity (Deficit)

Shareholders' Equity (Deficit)

Preference shares

Preference shares

—

—

—

Class A Ordinary Shares

Class A Ordinary Shares

—

—

—

Class B Ordinary shares

Class B Ordinary shares

1

—

1

Common units (deficit)

—

—

—

Additional paid-in capital

Additional paid-in capital

—

—

—

Accumulated deficit

Accumulated deficit

(23,248 )

—

(23,248 )

Total shareholders’ equity

Total shareholders’ deficit

(23,247 )

—

(23,247 )

—

—

—

Total liabilities, redeemable mezzanine equity, and shareholders' equity

Total liabilities, Class A Ordinary Shares subject to possible redemption , and shareholders' equity

$ 258,280

$ —

$ 258,280

The following unaudited pro forma condensed combined

statement of operations for the year ended December 31, 2025 is based on the audited historical financial statements of Haymaker,

CPH and the Schwarz Entities:

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2025

(In $000's)

CPH

Pro Forma

Combined

(See Note d)

Haymaker

As Reclassified

(See Note e)

Transaction

Accounting

Adjustments

Pro Forma

Combined

Revenues

$ 270,302

$ —

$ —

$ 270,302

Cost of goods sold:

181,232

—

—

181,232

Gross profit

89,070

—

—

89,070

Operating expenses:

Selling, general, and administrative expenses

60,976

2,762

10,000

(a)

73,738

Acquisition-related costs

6,696

—

—

6,696

(Gain) loss on disposal of assets, net

(508 )

—

—

(508 )

Total operating expenses

67,164

2,762

10,000

79,926

Operating income

21,906

(2,762 )

(10,000 )

9,144

Non-operating expenses (income):

Interest earned on cash held in Trust Account

—

(10,367 )

10,367

(b)

—

Initial loss on Subscription Agreement liability

—

7,178

(7,178 ) (c)

Change in fair value of Subscription Agreement liability

—

1,897

(1,897 )

(c)

Other expense

337

—

—

337

Interest expense, net

18,050

—

—

18,050

Total non-operating expense (income)

18,387

(1,292 )

1,292

18,387

Net income (loss)

$ 3,519

$ (1,470 )

$ (11,292 )

$ (9,243 )

Weighted average number of common shares outstanding, basic and diluted

95,700,000

73,119,471

Net income (loss) per common share, basic and diluted

$ (0.12 )

$ (0.13 )

Adjustments to Unaudited Pro Forma Condensed Combined Statements

of Operations

(a) Adjustment necessary to present the $10.0 million payment to Dothan Concrete Investments Management, LLC

(“Dothan Management”) for diligence and integration fees for the services provided by Dothan Management and its personnel

to CPH in relation to the Business Combination.

(b) Adjustment necessary to eliminate interest earned on marketable securities held in the Trust Account after

giving effect to the Business Combination as if it had occurred on January 1, 2025.

(c) Adjustments necessary to eliminate the initial loss and change in fair value on the Subscription Agreement

liability after giving effect to the Business Combination as if it had occurred on January 1, 2025.

(d) On October 17, 2025 Eagle Redi-Mix Concrete, LLC, a subsidiary of the Company (“Eagle”)

entered into the Equity and Asset Purchase and Contribution Agreement (the “Schwarz Purchase Agreement”) with SRM, Inc.

dba Schwarz Ready Mix, SRM Leasing, LLC, an Oklahoma limited liability company (“Schwarz Leasing”), Schwarz Sand, LLC an Oklahoma

limited liability company (“Schwarz Sand,” and together with Schwarz Ready Mix and Schwarz Leasing, the “Schwarz Entities”),

the equity holders of Schwarz Ready Mix and Schwarz Leasing (collectively, the “Owners”), the equity holders of Schwarz Sand

(collectively, the “Schwarz Sand Sellers”), certain other transaction beneficiaries, and Schwarz Ready Mix, in its capacity

as a representative of the selling parties (the transaction, the “Thunder Acquisition”).

Pursuant to the Schwarz Purchase Agreement,

Eagle acquired substantially all of the assets of Schwarz Ready Mix and Schwarz Leasing and all of the issued and outstanding equity interests

of Schwarz Sand for an aggregate purchase price of $115.6 million, consisting of (i) $72.9 million paid in cash at closing, minus

the estimated closing indebtedness, the estimated transaction expenses, the adjustment escrow amount and the indemnity escrow amount as

further described in the Schwarz Purchase Agreement, (ii) $22.7 million to be paid in cash on March 31, 2026 and (iii) 20,000,000

shares of Preferred Units of the Company issued to the Schwarz Sand Sellers in exchange for the contributed units of Schwarz Sand, with

such amount being subject to certain customary post-Closing purchase price adjustments as further described in the Schwarz Purchase Agreement.

The acquisition of the Schwarz Entities

has been assumed to be accounted for as a business combination in accordance with ASC 805. The assets acquired and liabilities assumed

would be recorded at their respective fair values as of October 17, 2025. Any transaction costs were assumed to be expensed as incurred

in accordance with ASC 805. The unaudited pro forma condensed combined financial statements of CPH presented herein have been prepared

to reflect the transaction accounting adjustments to the Schwarz Entities’ historical condensed consolidated financial information.

The unaudited pro forma condensed combined

statements of operations for the year ended December 31, 2025 assumes the acquisition of the Schwarz Entities occurred on January 1,

2025.

The unaudited pro forma condensed combined

financial information is provided for illustrative purposes only and does not purport to represent what the actual results of operations

of CPH would have been had the acquisition of the Schwarz Entities occurred on the dates noted above, nor are they necessarily indicative

of future results of operations. Future results may vary significantly from the results reflected because of various factors. In CPH’s

opinion, all adjustments that are necessary to present fairly the unaudited pro forma condensed combined financial information have been

made.

The unaudited pro forma condensed combined

statement of operations for the year ended December 31, 2025, has been prepared using, and should be read in conjunction with, the

following:

o The Schwarz Entities audited statement of operations for period January 1, 2025 through October

17, 2025 and the related notes, which are included in the Current

Report as Exhibit 99.5.

The following table provides the unaudited

pro forma condensed combined statement of operations for the year ended December 31, 2025 for CPH pursuant to the assumptions mentioned

above and included in the “CPH Pro Forma Combined” column:

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

OF SUNCRETE FOR THE YEAR ENDED DECEMBER 31, 2025

Historical

Historical

(In $000's)

CPH

For the Year Ended

December 31, 2025

Schwarz

For the Period January 1, 2025

through October 17, 2025

Schwarz Acquisition

Transaction Accounting

Adjustments

CPH

Pro Forma Combined

Revenues

$ 194,871

$ 75,431

$ —

$ 270,302

Cost of goods sold

127,925

64,053

(12,870 )

(1)

181,232

796

(2)

1,328

(3)

Gross Profit

66,946

11,378

10,746

89,070

Operating expenses:

Selling, general, and administrative expenses

45,553

3,096

12,870

(1)

60,976

(543 )

(2)

Acquisition-related costs

6,696

—

—

6,696

Loss (gain) on disposal of assets, net

272

—

(780 )

(4)

(508 )

Total operating expenses

52,521

3,096

11,547

67,164

Operating income (loss)

14,425

8,282

(801 )

21,906

Non-operating expenses (income):

Other expense (income)

418

(81 )

—

337

Gain on sale of assets

—

(780 )

780

(4)

—

Interest expense

12,032

366

5,652

(5)

18,050

Total non-operating expense (income)

12,450

(495 )

6,432

18,387

Net income (loss) before income taxes

1,975

8,777

(7,233 )

3,519

Income tax expense

—

583

(583 )

(6)

—

Net income (loss) - consolidated

1,975

8,194

(6,650 )

3,519

Net income (loss) attributable to noncontrolling interest

—

2,878

(2,878 )

(7)

—

Net income (loss) attributable to controlling interest

$ 1,975

$ 5,316

$ (3,772 )

$ 3,519

Weighted average number of common shares outstanding, basic and diluted

95,700,000

(8)

95,700,000

Net loss per common share, basic and diluted

$ (0.12 )

(8)

$ (0.12 )

(1) Adjustment necessary to reclassify certain costs within cost of goods sold to selling, general, and administrative,

to conform with the presentation of CPH.

(2) Adjustment necessary to reflect the estimated incremental depreciation expense related to the fixed assets

acquired for period January 1, 2025 through October 17, 2025. Depreciation is calculated assuming a straight-line method of

depreciation based on the estimated fair value and useful lives of each fixed asset as of October 17, 2025.

(3) Adjustment necessary to reflect incremental amortization expense related to estimated customer relationships

acquired in the Thunder Acquisition for the period January 1, 2025 through October 17, 2025. Amortization is calculated assuming

a straight-line method of amortization based on the estimated fair value and useful life of customer relationships as of the closing of

the Thunder Acquisition. The customer relationships were estimated to have a weighted average useful life of approximately 10 years.

(4) Adjustment necessary to reclassify gain on the sale of assets to conform to the presentation of CPH.

(5) Adjustment necessary to eliminate historical interest expense incurred by the Schwarz Entities and reflect

the estimated interest expense in the period presented with respect to the incremental borrowings to finance the Thunder Acquisition.

The interest rate utilized as of December 31, 2025 was 7.4% per annum. A one-eighth point change in interest rates as of December 31,

2025 would change interest expense by $0.1 million for the year ended December 31, 2025.

(6) Adjustment necessary to remove income tax expense on the Schwarz Entities as CPH is not a tax paying entity.

(7) Adjustment necessary to remove the historical noncontrolling interest of the Schwarz Entities. As part

of the Thunder Acquisition, CPH purchased all noncontrolling interests.

(8) The following table reconciles historical and pro forma basic and diluted loss per share for the period

indicated (in thousands, except share and per share amounts):

For the Year Ended

December 31, 2025

Historical

Pro Forma

Net income

$ 1,975

$ 3,519

Less: distributions to senior preferred unitholders

(2,340 )

(2,340 )

Less: accretion of redeemable preferred units to Redemption value

(10,791 )

(12,440 )

Net Loss Attributable to Common Shareholders

(11,156 )

(11,261 )

Common shares:

Common Shares outstanding — basic

95,700,000

95,700,000

Dilutive effect of potential Common Shares

—

—

Common Shares outstanding — diluted

95,700,000

95,700,000

Net loss per share:

Basic

$ (0.12 )

$ (0.12 )

Diluted

$ (0.12 )

$ (0.12 )

(e) The following reclassifications were made to conform the historical financial statements of Haymaker to

the presentation of CPH, and such amounts are reflected in the “Haymaker As Reclassified” column:

AS RECLASSIFIED STATEMENT OF OPERATIONS OF HAYMAKER

FOR THE YEAR ENDED DECEMBER 31, 2025

Historical

Suncrete caption

Haymaker Acquisition Corp. 4 caption

Haymaker

As Reported

Reclassification Adjustments

Haymaker

As Reclassified

Revenues

$ —

$ —

$ —

Cost of goods sold

—

—

—

Gross Profit

—

—

—

Operating expenses:

General and administrative expenses

2,522

(2,522 )

—

General and administrative expenses - related party

240

(240 )

—

Selling, general, and administrative expenses

—

2,522

2,762

240

(Gain) loss on disposal of assets, net

—

—

—

Total operating expenses

2,762

—

2,762

Operating income

Loss from operations

(2,762 )

—

(2,762 )

Non-operating expenses / (income):

Other income:

Interest earned on cash held in Trust Account

Interest earned on cash held in Trust Account

10,367

—

10,367

Initial loss of Subscription Agreement liability

(7,178 )

(7,178 )

Change in fair value of Subscription Agreement liability

(1,897 )

(1,897 )

Other expense

—

—

—

Interest expense, net

—

—

—

Total non-operating expense / (income)

Total other income

1,292

—

1,292

Net income (loss)

Net income (loss)

$ (1,470 )

$ —

$ (1,470 )

Weighted average shares outstanding of Class A Ordinary Shares subject to possible redemption, basic and diluted

22,836,887

-

22,836,887

Basic and diluted net income per share, Class A Ordinary Shares subject to possible redemption

$ (0.05 )

$ (0.05 )

Weighted average shares outstanding of non-redeemable Class A and Class B Ordinary Shares, basic and diluted

6,547,600

-

6,547,600

Basic and diluted net income per share, non-redeemable Class A and Class B Ordinary Shares

$ (0.05 )

$ (0.05 )

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Basis of Presentation

The Business Combination was accounted for as

a reverse recapitalization under GAAP. Under this method of accounting, Haymaker was treated as the “acquired” company for

financial reporting purposes. Accordingly, for accounting purposes, the financial statements of the post-combination company represents

a continuation of the financial statements of CPH with the Business Combination treated as the equivalent of CPH issuing stock for the

net assets of Haymaker, accompanied by a recapitalization. The net assets of Haymaker were stated at historical costs, with no goodwill

or other intangible assets recorded. Operations prior to the Business Combination are presented as those of CPH in any future reports

of PubCo. The historical information of CPH for the year ended December 31, 2025 has been adjusted to include the estimated transaction

accounting adjustments of the Thunder Acquisition.

The unaudited pro

forma condensed combined balance sheet as of December 31, 2025, assumes that the Business Combination and related transactions occurred

on December 31, 2025. The unaudited pro forma condensed combined statements of operations for year ended December 31, 2025 gives

pro forma effect to the Business Combination as if it had been completed on January 1, 2025, the beginning of the earliest period

presented.

The unaudited pro forma condensed combined balance

sheet as of December 31, 2025, has been prepared using, and should be read in conjunction with, the following:

· Haymaker’s audited consolidated balance

sheet as of December 31, 2025 and the related notes, which are incorporated into the Current Report by reference; and

· CPH’s audited consolidated balance sheet

as of December 31, 2025 and the related notes, included as Exhibit 99.2.

The unaudited pro forma condensed combined statement

of operations for the year ended December 31, 2025, has been prepared using, and should be read in conjunction with, the following:

· Haymaker’s audited consolidated statement

of operations for the year ended December 31, 2025, and the related notes, which are incorporated into the Current Report by reference;

· CPH’s audited consolidated statement of

operations for the year ended December 31, 2025, and the related notes, included as Exhibit 99.2; and

· The Schwarz Entities’ audited consolidated

statement of operations for the period January 1, 2025 through October 17, 2025, and the related notes, included as Exhibit 99.5.

The unaudited pro forma

condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings or cost

savings that may be associated with the Business Combination.

The transaction accounting adjustments reflect

the consummation of the Business Combination and are based on certain currently available information and certain assumptions and methodologies

that Haymaker believes are reasonable under the circumstances. The unaudited transaction accounting adjustments, which are described in

the accompanying notes, may be revised as additional information becomes available and is evaluated. Haymaker believes that its assumptions

and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination based on information

available to management at this time and that the transaction accounting adjustments give appropriate effect to those assumptions and

are properly applied in the unaudited pro forma condensed combined financial information.

The pro forma combined statement of operations

does not reflect a provision for income taxes or any amounts that would have resulted had the Post-Combination Company filed consolidated

income tax returns during the period presented. The pro forma condensed combined balance sheet does not reflect the deferred taxes of

the Post-Combination Company as a result of the Business Combination. Since it is likely that the Post-Combination Company will record

a valuation allowance against the total U.S. and state deferred tax assets given the net operating losses as the recoverability of the

tax assets is uncertain, the tax provision is zero.

The unaudited pro forma

condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position

of the Post-Combination Company would have been had the Business Combination taken place on the dates indicated, nor are they indicative

of the future results of operations or financial position of the Post-Combination Company. They should be read in conjunction with

the historical financial statements and notes thereto of Haymaker and CPH.

Accounting Policies

Upon consummation of

the Business Combination, management of the Post-Combination Company has performed a comprehensive review of the two entities’ accounting

policies. As a result of the review, management of the Post-Combination Company did not identify differences between the accounting policies

of the two entities. Based on its analysis, management of the Post-Combination Company did not identify any differences that would have

a material impact on the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed

combined financial information does not assume any differences in accounting policies.

Adjustments to Unaudited Pro Forma Condensed Combined Financial

Information

The unaudited pro forma condensed combined financial

information has been prepared to illustrate the effect of the Business Combination and has been prepared for informational purposes only.

The unaudited pro forma condensed combined financial

information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments

to Financial Disclosures about Acquired and Disposed Businesses” to depict the Transaction Accounting Adjustments. The historical

financial statements have been adjusted in the unaudited pro forma condensed combined financial information to include all necessary Transaction

Accounting Adjustments pursuant to Article 11 of Regulation S-X, including those that are not expected to have a continuing

impact.

The unaudited and audited historical financial

statements have been adjusted in the unaudited pro forma condensed combined financial information to give pro forma effect to Transaction

Accounting Adjustments that reflect the accounting for the transaction under GAAP. CPH and Haymaker have not had any historical relationship

prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The pro forma basic and diluted earnings per share

amounts presented in the unaudited pro forma condensed combined statements of operations are based upon the number of the Post-Combination Company’s

shares outstanding, assuming the Business Combination occurred on January 1, 2025.

EX-99.5 — EXHIBIT 99.5

EX-99.5

Filename: tm2611641d1_ex99-5.htm · Sequence: 27

Exhibit 99.5

SRM, Inc. dba Schwarz Ready Mix and Subsidiaries

Consolidated Financial Report with Supplementary

Information

For the Period Ended October

17, 2025, and Year Ended December 31, 2024

SRM, Inc. dba Schwarz Ready Mix and Subsidiaries

Table of Contents

Page

Independent Auditor’s

Report

1

Consolidated Balance Sheets

3

Consolidated Statements of Operations

4

Consolidated Statements of Equity

5

Consolidated Statements of Cash Flows

6

Notes to Consolidated Financial Statements

7

Consolidating Balance Sheet –

October 17, 2025

19

Consolidating Balance Sheet – December 31, 2024

20

Consolidating Statement of Operations – Period Ended

October 17, 2025

21

Consolidating Statement of Operations – Year Ended December 31, 2024

22

INDEPENDENT AUDITOR’S REPORT

To the Board of Trustees

of SRM Inc. dba

Schwarz Ready Mix and Subsidiaries

Opinion

We have audited the accompanying consolidated

financial statements of Schwarz Ready Mix and Subsidiaries (an Oklahoma corporation) (the “Companies”), which comprise the

consolidated balance sheets as of October 17, 2025, and December 31, 2024, and the related consolidated statements of operations, equity,

and cash flows for the period and year then ended, and the related notes to the financial statements.

In our opinion, the consolidated financial statements

referred to above present fairly, in all material respects, the financial position of the Companies as of October 17, 2025, and December

31, 2024, and the results of its operations and its cash flows for the period and year then ended in accordance with accounting principles

generally accepted in the United States of America.

Basis for Opinion

We conducted our audits in accordance with auditing

standards generally accepted in the United States of America. Our responsibilities under those standards are further described in the

Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of

the Companies and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation

and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United

States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation

of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements,

management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt

about the Companies’ ability to continue as a going concern within one year after the date that the consolidated financial statements

are available to be issued.

Auditor’s Responsibilities for the Audit of the Financial

Statements

Our objectives are to obtain reasonable assurance

about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and

to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance

and therefore is not a guarantee that an audit conducted in accordance with generally accepted auditing standards will always detect

a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one

resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal

control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would

influence the judgment made by a reasonable user based on the consolidated financial statements.

In performing an audit in accordance with generally accepted auditing

standards, we:

· Exercise professional

judgment and maintain professional skepticism throughout the audit.

· Identify

and assess the risks of material misstatement of the financial statements, whether due to

fraud or error, and design and perform audit procedures responsive to those risks. Such procedures

include examining, on a test basis, evidence regarding the amounts and disclosures in the

financial statements.

www.arledge.cpa

· Obtain

an understanding of internal control relevant to the audit in order to design audit procedures

that are appropriate in the circumstances, but not for the purpose of expressing an opinion

on the effectiveness of the Companies’ internal control. Accordingly, no such opinion

is expressed.

· Evaluate

the appropriateness of accounting policies used and the reasonableness of significant accounting

estimates made by management, as well as evaluate the overall presentation of the financial

statements.

· Conclude

whether, in our judgment, there are conditions or events, considered in the aggregate, that

raise substantial doubt about Companies’ ability to continue as a going concern for

a reasonable period of time.

We are required to communicate with those charged

with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal

control related matters that we identified during the audit.

Report on Supplementary Information

We have audited the consolidated financial statements

of the Companies as of and for the period ended October 17, 2025, and year ended December 31, 2024, and have issued our report thereon

dated March 18, 2026, which expressed an unmodified opinion on those consolidated financial statements. Our audit was conducted for the

purpose of forming an opinion on the consolidated financial statements as a whole. The consolidating schedule of balance sheets and consolidating

statements of income are presented for purposes of additional analysis and are not a required part of the consolidated financial statements.

Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other

records used to prepare the consolidated financial statements. The information has been subjected to the auditing procedures applied

in the audit of the consolidated financial statements and certain additional procedures, including comparing and reconciling such information

directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated

financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United

States of America. In our opinion, the information is fairly stated in all material respects in relation to the consolidated financial

statements as a whole.

Oklahoma City, Oklahoma

March 18, 2026

SRM, Inc. dba Schwarz Ready Mix and Subsidiaries

Consolidated Balance Sheets

October 17,

2025, and December 31, 2024

October 17,

2025

December 31,

2024

Assets

Current assets

Cash

$ 1,010,205

$ 3,672,792

Accounts receivable, net of allowance for doubtful of $145,401,

and $81,222, respectively

10,943,046

11,125,580

Inventory

3,594,369

3,420,090

Prepaid expenses

224,298

655,686

Total current assets

15,771,918

18,874,148

Other long-term assets

20,000

20,000

Goodwill

5,453,386

5,453,386

Right-of-use assets

424,606

1,305,300

Property and equipment, net

25,355,160

27,446,470

Total long-term assets

31,253,152

34,225,156

Total assets

$ 47,025,070

$ 53,099,304

Liabilities and Stockholders’ Equity

Current liabilities

Accounts payable

$ 5,736,054

$ 5,097,486

Accrued expenses

444,906

821,401

Customer deposits

-

3,240,302

Income taxes payable

579,527

546,344

Line of credit

-

137,955

Current maturities of lease liabilities

145,818

136,225

Current maturities of long-term debt

-

2,733,501

Total current liabilities

6,906,305

12,713,214

Long-term liabilities

Asset retirement obligation

50,000

50,000

Notes payable to shareholders and members

2,147,000

8,263,000

Long-term lease liabilities, net of current maturities

278,788

1,169,075

Long-term debt, net of current maturities

-

1,454,435

Total long-term liabilities

2,475,788

10,936,510

Total liabilities

9,382,093

23,649,724

Stockholders’ Equity

Common stock - $1 par value, 100,000

authorized shares;

1,000 shares issued and outstanding

1,000

1,000

Retained earnings

23,976,034

18,660,616

Total stockholders’ equity - Schwarz

Ready Mix

23,977,034

18,661,616

Noncontrolling interests

13,665,943

10,787,964

Total equity

37,642,977

29,449,580

Total liabilities and stockholders’

equity

$ 47,025,070

$ 53,099,304

See notes to consolidated financial statements.

3

SRM, Inc. dba Schwarz Ready Mix and Subsidiaries

Consolidated Statements of Operations

Period Ended

October 17, 2025, and Year Ended December 31, 2024

October 17,

December 31,

2025

2024

Revenues earned

Cost of revenues earned

$ 75,430,502

$ 94,614,840

Gross profit

64,052,583

83,425,787

11,377,919

11,189,053

General and administrative expenses

3,095,983

5,011,600

Income from operations

8,281,936

6,177,453

Other income (expense)

Interest expense

(366,483 )

(961,477 )

Gain on sale of assets

780,437

78,083

Other income

80,691

153,720

494,645

(729,674 )

Net income before income taxes

8,776,581

5,447,779

Income tax expense

(583,184 )

(581,181 )

Net income - consolidated

8,193,397

4,866,598

Net income attributable to noncontrolling interests

2,877,979

1,054,951

Net income -

Schwarz Ready Mix

$ 5,315,418

$ 3,811,647

See notes to consolidated financial statements.

4

SRM, Inc. dba Schwarz Ready Mix and Subsidiaries

Consolidated Statements of Equity

Period Ended October 17, 2025,

and Year Ended December 31, 2024

Common

Stock

Retained

Earnings

(Deficit)

Total

Stockholder’s

Equity (Deficit)

Noncontrolling

Interest

Total

Equity

Balance, January 1, 2024

$ 1,000

$ 14,848,969

$ 14,849,969

$ 9,733,013

$ 24,582,982

Net

income (loss)

-

3,811,647

3,811,647

1,054,951

4,866,598

Balance, December 31, 2024

1,000

18,660,616

18,661,616

10,787,964

29,449,580

Net

income (loss)

-

5,315,418

5,315,418

2,877,979

8,193,397

Balance, October 17,

2025

$ 1,000

$ 23,976,034

$ 23,977,034

$ 13,665,943

$ 37,642,977

See notes to consolidated financial statements.

5

SRM, Inc. dba Schwarz Ready Mix and Subsidiaries

Consolidated Statements of Cash Flows

Period Ended October 17, 2025,

and Year Ended December 31, 2024

October 17,

2025

December 31,

2024

Reconciliation of net income (loss) to cash provided by operating activities:

Net income

$ 8,193,397

$ 4,866,598

Adjustments to reconcile net income (loss) to net cash provided

by operating activities:

Depreciation and amortization of fixed and right-of-use assets

3,822,068

5,445,495

Bad debt

(10,953 )

28,639

Gain on sale of assets

(780,437 )

(78,083 )

Change in operating assets and liabilities net:

Accounts receivable

193,487

(1,822,789 )

Inventory

(174,279 )

318,032

Prepaid expenses

431,388

(103,588 )

Income tax receivable

33,183

680,228

Accounts payable

638,568

1,558,018

Accrued expenses

(376,495 )

(598,644 )

Customer deposits

(3,240,302 )

3,240,302

Net cash provided by operating

activities

8,729,625

13,534,208

Investing activities:

Purchases of property and equipment

(1,919,481 )

(7,316,231 )

Proceeds from sale of property and equipment

1,068,646

-

Net cash used in investing

activities

(850,835 )

(7,316,231 )

Financing activities:

Proceeds from the line of credit

-

137,955

Payments on the line of credit

(137,955 )

(849,408 )

Payment on lease liabilities

(99,486 )

(124,878 )

Payments to notes to members

(6,116,000 )

(950,000 )

Proceeds from issuance of long-term debt

717,751

5,004,938

Principal payments on long-term debt

(4,905,687 )

(6,190,491 )

Net cash used in financing

activities

(10,541,377 )

(2,971,884 )

Net change in cash

(2,662,587 )

3,246,093

Cash at beginning of year

3,672,792

426,699

Cash at end of year

$ 1,010,205

$ 3,672,792

Supplemental disclosure of cash flow information and non cash investing and financing

activities

Interest paid

$ 369,497

$ 992,599

Income taxes paid

$ 550,000

$ 200,000

See notes to consolidated financial statements.

6

SRM, Inc. dba Schwarz Ready Mix and Subsidiaries

Notes to Consolidated Financial Statements

Period Ended October 17, 2025,

and Year Ended December 31, 2024

Note 1.

Nature of Operations and Significant Accounting Policies

Nature of operations: SRM, Inc. dba Schwarz

Ready Mix. (SRM) was incorporated December 30, 1976, under the laws of the State of Oklahoma. SRM is engaged in the manufacturing and

sale of ready-mixed concrete. Schwarz Sand, LLC (Sand) was organized as an Oklahoma limited liability company in February of 2000. Sand

is engaged in the sale and production of sand. SRM Leasing, LLC (Leasing) was organized as an Oklahoma limited liability company on April

5, 2013 and includes its majority owned subsidiaries, Schwarz CNG Holdings, LLC (CNG) and Schwarz BCS, LLC (BCS). Leasing was formed

to hold property and equipment which it leases to SRM and Sand. CNG was dissolved during 2019 and all balance sheet items were transferred

to SRM and Leasing. BCS was dissolved during 2024 and all balance sheet items were transferred to Leasing.

The LLC companies were formed under operating

agreements which specify that ownership in the company will be represented by the amount of capital contributed. All profits and losses

of the companies are allocated to the members based on their percentage of ownership. Members’ liability is limited to the balances

of their respective capital accounts. The companies were established in perpetuity and will only cease to exist if dissolved in accordance

with the dissolution requirements in the operating agreement.

Principles of consolidation: The consolidated

financial statements include the accounts of SRM, Inc. dba Schwarz Ready Mix, Schwarz Sand, LLC, a variable interest entity, and SRM

Leasing, LLC and its subsidiaries Schwarz CNG Holdings, LLC, a variable interest entity, and Schwarz BCS, LLC, a variable interest entity

(collectively, the Companies). All material intercompany accounts and transactions have been eliminated.

Basis of accounting: The Companies prepare

the consolidated financial statements on the accrual basis of accounting in accordance with accounting principles generally accepted

in the United States of America. Accordingly, revenues are recognized when earned, and expenses are recognized when incurred.

Use of estimates: Management uses estimates

and assumptions in preparing the consolidated financial statements in accordance with accounting principles generally accepted in the

United States of America. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent

assets and liabilities, and the reported revenues and expenses. On an ongoing basis, the Companies evaluate their estimates, including

those related to bad debts, inventories, deferred tax valuation allowances and asset retirement obligations. The Companies base their

estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results

of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could vary from the

estimates that were used in preparing the financial statements and could do so in the near-term.

Inventory: Inventory consists of rock,

sand, and other materials used in the production of ready-mixed concrete and are valued at the lower of cost (first-in, first-out method)

or net realizable value.

Property and equipment: Property and equipment

are stated on the basis of cost. Depreciation is provided by use of straight-line method for financial reporting purposes and the accelerated

cost recovery and modified accelerated cost recovery systems for income tax purposes.

Building and leasehold improvements

39 years

Machinery and equipment

3-10 years

Transportation equipment

3-7 years

Office equipment

3 years

7

SRM, Inc. dba Schwarz Ready Mix and Subsidiaries

Notes to Consolidated Financial Statements

Period Ended October 17, 2025,

and Year Ended December 31, 2024

Note 1.

Nature of Operations and Significant Accounting Policies

Nature of operations: SRM, Inc. dba Schwarz

Ready Mix. (SRM) was incorporated December 30, 1976, under the laws of the State of Oklahoma. SRM is engaged in the manufacturing and

sale of ready-mixed concrete. Schwarz Sand, LLC (Sand) was organized as an Oklahoma limited liability company in February of 2000. Sand

is engaged in the sale and production of sand. SRM Leasing, LLC (Leasing) was organized as an Oklahoma limited liability company on April

5, 2013 and includes its majority owned subsidiaries, Schwarz CNG Holdings, LLC (CNG) and Schwarz BCS, LLC (BCS). Leasing was formed

to hold property and equipment which it leases to SRM and Sand. CNG was dissolved during 2019 and all balance sheet items were transferred

to SRM and Leasing. BCS was dissolved during 2024 and all balance sheet items were transferred to Leasing.

The LLC companies were formed under operating

agreements which specify that ownership in the company will be represented by the amount of capital contributed. All profits and losses

of the companies are allocated to the members based on their percentage of ownership. Members’ liability is limited to the balances

of their respective capital accounts. The companies were established in perpetuity and will only cease to exist if dissolved in accordance

with the dissolution requirements in the operating agreement.

Principles of consolidation: The consolidated

financial statements include the accounts of SRM, Inc. dba Schwarz Ready Mix, Schwarz Sand, LLC, a variable interest entity, and SRM

Leasing, LLC and its subsidiaries Schwarz CNG Holdings, LLC, a variable interest entity, and Schwarz BCS, LLC, a variable interest entity

(collectively, the Companies). All material intercompany accounts and transactions have been eliminated.

Basis of accounting: The Companies prepare

the consolidated financial statements on the accrual basis of accounting in accordance with accounting principles generally accepted

in the United States of America. Accordingly, revenues are recognized when earned, and expenses are recognized when incurred.

Use of estimates: Management uses estimates

and assumptions in preparing the consolidated financial statements in accordance with accounting principles generally accepted in the

United States of America. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent

assets and liabilities, and the reported revenues and expenses. On an ongoing basis, the Companies evaluate their estimates, including

those related to bad debts, inventories, deferred tax valuation allowances and asset retirement obligations. The Companies base their

estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results

of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could vary from the

estimates that were used in preparing the financial statements and could do so in the near-term.

Inventory: Inventory consists of rock,

sand, and other materials used in the production of ready-mixed concrete and are valued at the lower of cost (first-in, first-out method)

or net realizable value.

Property and equipment: Property and equipment

are stated on the basis of cost. Depreciation is provided by use of straight-line method for financial reporting purposes and the accelerated

cost recovery and modified accelerated cost recovery systems for income tax purposes.

Building and leasehold improvements

39 years

Machinery and equipment

3-10 years

Transportation equipment

3-7 years

Office equipment

3 years

8

SRM, Inc. dba Schwarz Ready Mix and Subsidiaries

Notes to Consolidated Financial Statements

Period Ended October 17, 2025,

and Year Ended December 31, 2024

Note 1.

Nature of Operations and Significant Accounting Policies (Continued)

Impairment of long-lived assets:

The Companies periodically evaluate their long-lived assets to determine potential impairment by comparing the carrying value of

the assets with the estimated future undiscounted cash flows expected to result from the use of the assets, including cash flows from

disposition. Should the sum of the expected future undiscounted cash flows be less than the carrying value, the Companies would recognize

an impairment loss. An impairment loss would be measured by comparing the amount by which the carrying value exceeds the fair value of

the assets. Management has determined that no impairment of long-lived assets exists for period ended October 17, 2025, and year ended

December 31, 2024, respectively.

Receivables and credit policies:

Trade accounts receivable are uncollateralized customer obligations due under normal trade terms. Receivables are recorded based

on the amounts invoiced to customers. Payments of accounts receivable are allocated to the specific invoices identified on the customer’s

remittance advice or, if unspecified, are applied to the earliest unpaid invoices.

The carrying amount of accounts receivable

is reduced by an allowance for doubtful accounts that reflects management’s estimate of the amounts that will not be collected.

Management provides for probable uncollectible amounts through a charge to bad-debt expense and a credit to the allowance for doubtful

accounts based on historical collection trends and an assessment of the creditworthiness of current customers. The adequacy of the allowance

for doubtful accounts is evaluated periodically through an individual assessment of potential losses on customer accounts giving particular

emphasis to accounts with invoices more than 30 days past the due date. Balances which remain outstanding after management has used reasonable

collection efforts are written off through a charge to the allowance for doubtful accounts and a credit to trade accounts receivable.

Recoveries on accounts previously written off are credited back to the allowance for doubtful accounts.

Method for Estimating Expected Credit Losses for Customer Receivables

Using an Aging Schedule

SRM sells its services to a broad

range of customers, primarily general contractors and construction companies. Customers typically are provided with payment terms of

being payable upon receipt of the invoice. SRM has tracked historical loss information for its trade receivables and compiled historical

credit loss percentages for different aging categories. Management believes that the historical loss information it has compiled is a

reasonable basis on which to determine expected credit losses for trade receivables held at October 17, 2025, because the composition

of the trade receivables at that date is consistent with that used in developing the historical credit-loss percentages (i.e., the similar

risk characteristics of its customers and its lending practices have not changed significantly over time).

Management developed this estimate

based on its knowledge of past experience for which there were similar environments in the economy. As a result, management applied the

applicable credit loss rates to determine the expected credit loss estimate for each payor category. Accordingly, the allowance for expected

credit losses on October 17, 2025, and December 31, 2024, totaled $145,401 and $81,222, respectively.

Revenue recognition: The Companies

recognize revenues in accordance with ASC Topic 606, Revenue from Contracts with Customers, which provides a five-step model for recognizing

revenue from contacts with customers as follows:

· Identify

the contract with a customer

· Identify

the performance obligations in the contract

· Determine

the transaction price

· Allocate

the transaction price to the performance obligations in the contract

· Recognize

revenue when or as performance obligations are satisfied

The Companies’ revenues primarily

consist of product sales of ready-mix concrete to its customers throughout Oklahoma. Results of operations are substantially affected

by economic conditions, especially in the construction industry.

9

SRM, Inc. dba Schwarz Ready Mix and Subsidiaries

Notes to Consolidated Financial Statements

Period Ended October 17, 2025, and Year Ended December 31, 2024

Note 1.

Nature of Operations and Significant Accounting Policies (Continued)

Revenue recognition (continued): The Companies

record revenue from sales or merchandise upon delivery of the goods to the customer, which is when the performance obligation is satisfied.

These revenues are recognized at a point in time.

The transaction price is the amount of consideration

to which the Companies expect to be entitled in exchange for transferring goods to the customer. Revenue is recorded based on the transaction

price, which is considered fixed consideration. There is no variable consideration in the transactions between the Companies and their

customers.

The timing of revenue recognition is consistent

with the right to invoice and generally payment within 30 days. Payment terms and conditions for sales to customers vary based on the

Companies’ assessment of individual customers as well as industry expectations. It is not the Companies’ standard business practice to

offer extended payment terms longer than 90 days. Accordingly, the Companies have determined that a significant financing component generally

does not exist.

The Companies exclude from revenue sales taxes

and other government-assessed and imposed taxes on revenue-generating activities that are invoiced to customers.

The Companies have generally provided assurance

type warranties for their goods. The warranty only extends for a limited duration following the transfer of the goods. Historically, warranty

claims have not resulted in material costs incurred. The Companies do not consider these warranties to be performance obligations.

Income taxes: SRM accounts for income taxes

using the asset and liability approach to financial accounting and reporting for income taxes. The difference between the financial statement

and tax basis of assets and liabilities is determined as part of the financial reporting process. Deferred income tax assets and liabilities

are computed for those differences that have future tax consequences using the currently enacted tax laws and rates that apply to the

period in which they are expected to affect taxable income. Valuation allowances are established, if necessary, to reduce deferred tax

assets to the amounts that will more likely than not be realized. Income tax expense is the current tax provision for the period plus

or minus the net change in the deferred tax assets and liabilities.

No provision for United States federal, state,

or local income taxes has been provided for Sand or Leasing and its subsidiary, as members are individually liable for taxes on their

proportionate share of the income or loss.

Management has evaluated the Companies’ tax positions

and concluded that the Companies have taken no uncertain tax positions that require adjustment to the consolidated financial statements

to comply with the provisions of this guidance.

Goodwill: In 2018, the Companies adopted

Accounting Standards Update (ASU) No. 2014-02; Intangibles-Goodwill and Other (Topic 350). Accordingly, goodwill is not amortized and

is tested for impairment in accordance with the general goodwill impairment guidance under Topic 350. Goodwill is tested for impairment

at least annually, or more frequently if events or circumstances occur that indicate it is more likely than not that the fair value of

the Companies is less than their carrying amount. If such events or circumstances are present, the estimated fair value of the Companies

is compared to their carrying amount and an impairment loss is recognized for the excess of the carrying amount over fair value (if any),

not to exceed the carrying amount of goodwill. No indicators of impairment of the Companies’ goodwill were identified or recognized during

the period ended October 17, 2025, and year ended December 31, 2024.

Asset retirement obligations: The Companies

recognize the fair value of an asset retirement obligation in the period in which it is incurred if a reasonable estimate of fair value

can be made. The Companies determine the fair value of the asset retirement obligation by calculating the present value of the expected

cash flows. The fair value of the liability is added to the carrying amount of the associated asset. As of October 17, 2025, and December

31, 2024, the Companies have no net amounts included in property and equipment for asset retirement obligations, as all such amounts have

been fully depreciated in the year of recognition.

10

SRM, Inc. dba Schwarz Ready Mix and Subsidiaries

Notes to Consolidated Financial Statements

Period Ended October 17, 2025, and Year Ended December 31, 2024

Note 1.

Nature of Operations and Significant Accounting Policies (Continued)

Asset retirement obligations (continued): The

retirement obligation will increase as production continues, including an adjustment for accretion related to the passage of time, until

the obligation is settled.

The asset retirement obligation is adjusted annually

for any liabilities incurred or settled during the period, accretion expense, and any revisions in estimated cash flows.

Advertising costs: The costs of advertising

and promotion activities are expensed as they are incurred. Advertising expense was approximately $4,000 and $3,000 for the period ended

October 17, 2025, and year ended December 31, 2024, respectively.

Concentration of risk: The Companies maintain

cash deposits in financial institutions which, at times, may exceed the Federal Deposit Insurance Corporation insurance limit of $250,000.

Federal deposit insurance corporation (FDIC) limits cover all traditional type deposit accounts up to $250,000. At October 17, 2025, approximately

$771,000 exceeds the FDIC and other regulatory insured limits. The Companies have not experienced any losses in such accounts and do not

believe they are exposed to any significant risk on cash.

Subsequent events: The Companies have evaluated

subsequent events through March 18, 2026, which is the date the financial statements were available to be issued. There were no other

subsequent events requiring recognition.

On October 18, 2025, the Company entered into

an Equity and Asset Purchase and Contribution Agreement with Eagle Redi-Mix Concrete, LLC and related parties to sell substantially all

of the Company’s operating assets and equity interests in certain subsidiaries. The consideration for the transaction consists of cash,

equity interests in the purchaser’s parent entity, and the purchaser’s assumption of certain liabilities. The transaction occurred after

October 17, 2025, balance sheet date and therefore has not been reflected in the accompanying financial statements as of and for the year

then ended. Management evaluated the financial reporting effects of this transaction; however, those effects do not require adjustment

to the historical amounts presented and will be reflected prospectively in periods after closing.

Note 2.

Property and Equipment

Property and equipment are summarized as follows:

October 17,

December 31,

2025

2024

Land and land improvements

$ 7,816,428

$ 7,835,643

Buildings

3,908,621

4,171,167

Leasehold improvements

100,000

100,000

Machinery and equipment

26,752,931

29,114,220

Transportation equipment

34,160,692

35,818,074

Office equipment

30,503

220,552

Construction in-process

318,261

-

73,087,436

77,259,656

Less accumulated depreciation

(47,732,276 )

(49,813,186 )

Net property and equipment

$ 25,355,160

$ 27,446,470

The Companies’ depreciation expense

for the period ended October 17, 2025, and year ended December 31, 2024, was approximately $3,723,000 and $5,321,000, respectfully.

11

SRM, Inc. dba Schwarz Ready Mix and Subsidiaries

Notes to Consolidated Financial Statements

Period Ended October 17, 2025, and Year Ended December 31, 2024

Note 3.

Income Taxes

Net deferred tax assets and liabilities in the

financial statements consist of the following at October 17, 2025, and December 31, 2024. All current and deferred tax provisions were

a result of SRM operations. The subsidiaries’ results of operations are pass-through entities and therefore no deferred tax assets or

liabilities are required to be provided.

2025

2024

Deferred tax assets:

Intangible assets

$ 1,115,146

$ 1,213,364

State tax credits

(177,271 )

(177,271 )

Miscellaneous temporary differences

49,583

49,583

Valuation allowance

993,107

502,919

Total deferred tax asset

1,980,565

1,588,595

Deferred tax liabilities:

Property and equipment basis differences

(1,980,565 )

(1,588,595 )

Total deferred tax liabilities

(1,980,565 )

(1,588,595 )

$ -

$ -

The

provision for income taxes charged to operations for the period ended October 17, 2025, and year ended December 31, 2024, consist of the

following:

2025

2024

Current tax expense (benefit)

$ 583,184

$ 581,181

Deferred tax benefit

471,382

477,031

Valuation allowance

(471,382 )

(477,031 )

$ 583,184

$ 581,181

The income tax provision differs from the amount

of income tax determined by applying the U.S. federal income tax rate (21%) to pretax income for the period ended October 17, 2025, and

year ended December 31, 2024, due to the following:

2025

2024

Computed “expected” tax (expense) benefit

$ 1,634,637

$ 1,029,512

Decrease (increase) in income taxes resulting from:

Reverse non-controlling interest

(556,223 )

(221,540 )

Permanent difference

24,427

137,554

State income taxes, net of federal tax benefit

-

94,897

Fuel tax and other credits applied

(37,094 )

(49,458 )

Other

(11,181 )

67,247

Change in valuation allowance

(471,382 )

(477,031 )

$ 583,184

$ 581,181

12

SRM, Inc. dba Schwarz Ready Mix and Subsidiaries

Notes to Consolidated Financial Statements

Period Ended October 17, 2025, and Year Ended December 31, 2024

Note 4.

Line of Credit

SRM’s line of credit was renewed on July 16, 2024,

with an available balance of $3,000,000. The line of credit matures July 30, 2026. The line carries a variable rate of interest (Prosperity

Bank, N.A. Prime Rate) and requires a monthly interest payment based on outstanding borrowings. At October 17, 2025, and December 31,

2024, the line of credit had an outstanding balance of $0 and $137,955 and an interest rate of 7.25 percent. The line of credit is collateralized

by all inventory, equipment, and general intangibles of the Companies in addition to being guaranteed by SRM, Sand and Leasing and its

subsidiary and the individual stockholders and members.

Note 5.

Long-Term Debt

The Companies’ Long-term debt consists of the following at October

17, 2025, and December 31, 2024:

2025

2024

Note payable to

bank for $4,500,000, with interest at 4.75%, payable in monthly principal and interest installments of $63,225 beginning May

2018 and maturing April 2025. Collateralized by equipment.

$ -

$ 309,048

Note payable to Metro Ready

Mix for $6,000,000, with interest at 3.5%, payable in monthly principal and interest installments of $80,639 beginning May

2018 and maturing April 2025. Guaranteed by owners of Company.

-

320,217

Note payable to Metro Ready

Mix, LLC, for $2,500,000, with interest at 3.5%, payable in monthly principal and interest installments of $33,600 beginning

May 2018 and maturing April 2025. Guaranteed by owners of Company.

-

133,423

Note payable to bank for $2,900,000,

with interest at 3.75%, payable in monthly principal and interest installments of $53,155 beginning August 2020 and maturing

July 2025. Collateralized by equipment.

-

265,502

Note payable to bank for $669,327,

with interest at 1.90%, payable in monthly principal and interest installments of $11,703 beginning August 2020 and maturing

July 2025. Guaranteed by owners of Company.

-

81,260

Note payable to bank for $2,500,000,

with interest at 3.5%, payable in monthly principal and interest installments of $73,319 beginning March 2022 and maturing

March 2025. Collateralized by equipment.

-

219,706

13

SRM, Inc. dba Schwarz Ready Mix and Subsidiaries

Notes to Consolidated Financial Statements

Period Ended October 17, 2025, and Year Ended

December 31, 2024

Note 5.

Long-Term Debt (Continued)

2025

2024

Note payable to equipment financing company for $419,300, with interest at 3.99% payable in monthly principal and interest installments of $9,466 beginning September 2024 and maturing August 2028. Collateralized by equipment.

$ -

$ 387,025

Note payable to equipment financing company for $281,015,

with interest at 0%, payable in monthly principal and interest installments of $7,807 beginning March 2024 and maturing February

2027. Collateralized by equipment.

-

218,567

Note payable to bank for $3,000,000, with interest at 8%,

payable in monthly principal and interest installments of $94,154 beginning April 2024 and maturing March 2027. Collateralized

by equipment.

-

989,062

Note payable to equipment financing company for $766,651 with

interest at 5.99%, payable in monthly principal and interest installments of $14,818 beginning April 2024 and maturing March

2029. Collateralized by equipment.

-

742,854

Note payable to equipment financing

company for $537,971 with interest at 5.99%, payable in monthly principal and interest installments of $10,398 beginning April

2024 and maturing March 2029. Collateralized by equipment.

-

521,272

$ -

$ 4,187,936

Current maturities

-

2,733,501

Long-term maturities

-

1,454,435

Note 6.

Leases

The Companies lease the majority of their plant

locations for various terms under operating lease agreements. The leases expire at various dates through 2028. In the normal course of

business, it is expected that these leases will be renewed or replaced by leases on other properties.

14

SRM, Inc. dba Schwarz Ready Mix and Subsidiaries

Notes to Consolidated Financial Statements

Period Ended October 17, 2025, and Year Ended December 31, 2024

Note 6.

Leases (continued)

Right-of-use assets:

January 1, 2025

$ 1,305,300

Lease cancellation

(781,208 )

Amortization

(99,486 )

Total lease assets

$ 424,606

Liabilities:

January 1, 2025

$ 1,305,300

Lease payments

(102,500 )

Lease cancellation

(781,208 )

Interest accretion

3,014

Total lease liabilities

$ 424,606

Lease cost at October 17, 2025

$ 424,606

Operating cash flows for lease

$ 99,486

Reamaining lease term

4 Years

Discount rate

4.36% - 4.41%

Pursuant to the terms of the Companies’ lease agreements

in effect at January 1, 2024, the following table summarized the Companies’ maturities of lease liabilities as of October 17, 2025:

2025

35,000

2026

150,000

2027

150,000

2028

137,500

Total Lease Payments

472,500

Less: imputed interest

(47,894 )

Present value of lease liabilities

424,606

Less: current obligations under leases

(145,818 )

Total

$ 278,788

Note 7.

Asset Retirement Obligations

Asset retirement obligations for the Companies

result primarily from the acquisition, development, and/or normal use of stone and sand manufacturing plants and include the reclamation

of site damage created during production operations, as well as subsequent removal of plant equipment. Reconciliation of the asset retirement

obligation liability is as follows at October 17, 2025, and December 31, 2024:

2025

2024

Balance at beginning of year

$ 50,000

50,000

Accretion expense

-

-

Balance at end of year

$ 50,000

$ 50,000

15

SRM, Inc. dba Schwarz Ready Mix and Subsidiaries

Notes to Consolidated Financial Statements

Period Ended October 17, 2025, and Year Ended December 31, 2024

Note 8.

Related-Party Transactions

Transactions with companies under common ownership include the following

at December 31:

2025

2024

Accounts receivable

Schwarz Paving Company, Inc.

$ 212,527

$ 156,600

Revenues received from:

Schwarz Asphalt Company, Inc.

$ 284,116

$ 176

Schwarz Paving

Company, Inc.

2,886,016

2,646,070

$ 3,170,132

$ 2,646,246

The Companies have unsecured notes payable to

individual shareholders and members. These notes were renewed October 17, 2025, and mature on December 31, 2027. Interest accrues at 7%

and is payable annually with all outstanding principal and interest due at maturity. The notes’ balance was $2,147,000 and $8,263,000

at October 17, 2025, and December 31, 2024, respectively. Interest expense related to the notes was $187,446 and $599,118 for the period

ended October 17, 2025, and year ended December 31, 2024, respectively.

Note 9.

Variable Interest Entities

The Consolidations Topic of the FASB Accounting

Standards Codification establishes standards for identifying a variable interest entity and for determining under what circumstances a

variable interest entity (VIE) should be consolidated with its primary beneficiary. This topic requires a variable interest entity to

be consolidated by a company if that company has the power to direct the activities of a VIE that most significantly impact the VIE’s

economic performance and the obligation to absorb losses of, or receive benefits from the VIE that could potentially be significant to

the VIE.

SRM Leasing, LLC and subsidiary and Schwarz Sand,

LLC are considered VIEs and SRM the primary beneficiary under the requirements of Accounting Standards Codification 810, Consolidation

(ASC 810). An entity with a controlling interest in a VIE is generally deemed to be its primary beneficiary.

Leasing’s revenues are derived substantially from

SRM through leasing arrangements. SRM and Leasing are co-borrowers on Leasing’s primary long-term debt obligations totaling $265,502 and

$978,970 at October 17, 2025, and December 31, 2024, respectively. There is subordinated financial support of Leasing through loans from

common owners totaling $1,550,000 and $2,000,000 at October 17, 2025, and December 31, 2024, respectively. Furthermore, there is an implicit

agreement that SRM will provide financial support to Leasing in order for Leasing to fund debt services obligations and operations. Based

on these factors SRM has determined Leasing meets the definition of a VIE and SRM is its primary beneficiary.

Sand’s revenues are derived substantially from

SRM through the sale of its product. SRM and Sand are co-borrowers on a $3,000,000 line-of-credit facility at October 17, 2025, and December

31, 2024. There is subordinated financial support of Sand through loans from common owners totaling $3,000,000 at October 17, 2025, and

December 31, 2024, respectively. Furthermore, there is an implicit agreement that SRM will provide financial support to Sand in order

for it to fund operations. Based on these factors SRM has determined Sand meets the definition of a VIE and SRM is its primary beneficiary.

Although SRM does not hold equity interests in

Leasing or Sand, SRM is required to consolidate Leasing and Sand under ASC 810. Leasing and Sand are organized as limited liability companies.

The member’s equity in Leasing and Sand is reflected as non-controlling interests in the consolidated financial statements and the net

income of Leasing and Sand is allocated to the non-controlling interests.

16

SRM, Inc. dba Schwarz Ready Mix and Subsidiaries

Notes to Consolidated Financial Statements

Period Ended October 17, 2025, and Year Ended December 31, 2024

Note 9.

Variable Interest Entities (Continued)

Summarized financial information for Leasing and

its subsidiary and Sand before consolidating entries, as of October 17, 2025, is as follows:

Schwarz

Sand, LLC

SRM

Leasing, LLC

and Subsidiary

Cash

$ 26,960

$ 4,224

Accounts receivable, net

616,618

1,707,959

Other current assets

599,304

53,530

Property and equipment, net

7,381,452

10,887,677

$ 8,624,334

$ 12,653,390

Accounts payable

$ 7,512,235

$ -

Accrued expenses

49,546

-

Long-term debt

-

-

Asset retirement obligation

50,000

-

$ 7,611,781

$ -

Members’ equity

1,012,553

12,653,390

Total liabilities and members’ equity

$ 8,624,334

$ 12,653,390

And as of December 31, 2024, is as follows:

Schwarz

Sand, LLC

SRM

Leasing, LLC

and Subsidiary

Cash

$ -

$ 1,566,665

Accounts receivable, net

421,256

3,500

Other current assets

384,648

103,705

Property and equipment, net

8,113,846

11,946,837

$ 8,919,750

$ 13,620,707

Accounts payable

$ 4,915,628

$ 67,789

Accrued expenses

338,374

1,254,563

Long-term debt

3,576,139

1,550,000

Asset retirement obligation

50,000

-

$ 8,880,141

$ 2,872,352

Members’ equity

39,609

10,748,355

Total liabilities and members’ equity

$ 8,919,750

$ 13,620,707

17

SRM, Inc. dba Schwarz Ready Mix and Subsidiaries

Notes to Consolidated Financial Statements

Period Ended October 17, 2025, and Year Ended December 31, 2024

Note 10. Employee Benefit Plan

The Companies’ employees may participate in a

defined contribution retirement plan with features under section 401(k) of the Internal Revenue Code through the multiple employer plan

entitled Schwarz Paving Co., Inc. 401(k) Savings Plan. Employees who have completed three months of service and are 18 years of age are

eligible to participate in the plan.

The Companies may make discretionary matching

contributions as well as profit sharing contributions. Employees must complete 1,000 hours of service and be employed on the last day

of the year to receive a profit-sharing contribution. Discretionary matching contributions were approximately $400,000 and $573,000 for

the period ended October 17, 2025, and year ended December 31, 2024. No profit-sharing contributions were made for the period ended October

17, 2025, and year ended December 31, 2024.

18

SRM, Inc. dba Schwarz Ready Mix and Subsidiaries

Supplementary Information

Consolidating Balance Sheets and Statements

of Operations

For the Period Ended October 17, 2025, and Year Ended December 31,

2024

SRM, Inc. dba Schwarz Ready Mix and Subsidiaries

Consolidated Balance Sheets

October 17, 2025

Schwarz

Ready

Mix

Schwarz

Sand, LLC

SRM

Leasing

LLC and

Subsidiary

Eliminating

Total

Assets

Current assets

Cash

$ 979,021

$ 26,960

$ 4,224

$ -

$ 1,010,205

Accounts receivable, net of allowance for doubtful accounts

17,762,739

616,618

1,707,959

(9,144,270 )

10,943,046

Inventory

3,037,930

556,439

-

-

3,594,369

Prepaid expenses

127,903

42,865

53,530

-

224,298

Total current assets

21,907,593

1,242,882

1,765,713

(9,144,270 )

15,771,918

Other long-term assets

20,000

-

-

-

20,000

Goodwill

5,453,386

-

-

-

5,453,386

Right-of-use assets

424,606

-

-

-

424,606

Property and equipment, net

7,086,031

7,381,452

10,887,677

-

25,355,160

Total long-term assets

12,984,023

7,381,452

10,887,677

-

31,253,152

Total assets

$ 34,891,616

$ 8,624,334

$ 12,653,390

$ (9,144,270 )

$ 47,025,070

Liabilities and Stockholders’ Equity

Current liabilities

Accounts payable

$ 7,368,089

$ 7,512,235

$ -

$ (9,144,270 )

$ 5,736,054

Accrued expenses

395,360

49,546

-

-

444,906

Income taxes payable

579,527

-

-

-

579,527

Customer deposits

-

-

-

-

-

Line of credit

-

-

-

-

-

Current maturities of lease liabilities

145,818

-

-

-

145,818

Current

maturities of long-term debt

-

-

-

-

-

Total current liabilities

8,488,794

7,561,781

-

(9,144,270 )

6,906,305

Long-term liabilities:

Asset retirement obligation

-

50,000

-

-

50,000

Notes payable to shareholders and members

2,147,000

-

-

-

2,147,000

Long-term lease liabilities

278,788

-

-

-

278,788

Long-term debt, net of current maturities

-

-

-

-

-

Total long-term liabilities

2,425,788

50,000

-

-

2,475,788

Total liabilities

10,914,582

7,611,781

-

(9,144,270 )

9,382,093

Stockholders’ Equity

Common stock - $1 par value, 100,000

authorized shares; 1,000 shares issued and outstanding

1,000

-

-

-

1,000

Retained earnings

23,976,034

-

-

-

23,976,034

Members capital

-

1,012,553

12,653,390

(13,665,943 )

-

Total stockholders’ equity - Schwarz Ready Mix

23,977,034

1,012,553

12,653,390

(13,665,943 )

23,977,034

Noncontrolling interests

-

-

-

13,665,943

13,665,943

Total equity

23,977,034

1,012,553

12,653,390

-

37,642,977

Total liabilities and stockholders’ equity

$ 34,891,616

$ 8,624,334

$ 12,653,390

$ (9,144,270 )

$ 47,025,070

See notes to consolidated financial statements.

19

SRM, Inc. dba Schwarz Ready Mix and Subsidiaries

Consolidated Balance Sheets

December 31, 2024

Schwarz

Ready

Mix

Schwarz

Sand, LLC

SRM

Leasing

LLC and

Subsidiary

Eliminating

Total

Assets

Current assets

Cash

$ 2,106,127

$ -

$ 1,566,665

$ -

$ 3,672,792

Accounts receivable, net of allowance for doubtful accounts

15,493,116

421,256

3,500

(4,792,292 )

11,125,580

Inventory

3,036,864

383,226

-

-

3,420,090

Prepaid

expenses

550,559

1,422

103,705

-

655,686

Total current assets

21,186,666

805,904

1,673,870

(4,792,292 )

18,874,148

Other long-term assets

20,000

-

-

-

20,000

Goodwill

5,453,386

-

-

-

5,453,386

Right-of-use assets

1,305,300

-

-

-

1,305,300

Property and equipment, net

7,385,787

8,113,846

11,946,837

-

27,446,470

Total long-term assets

14,164,473

8,113,846

11,946,837

-

34,225,156

Total assets

$ 35,351,139

$ 8,919,750

$ 13,620,707

$ (4,792,292 )

$ 53,099,304

Liabilities and Stockholders’ Equity

Current liabilities

Accounts payable

$ 4,906,361

$ 4,915,628

$ 67,789

$ (4,792,292 )

$ 5,097,486

Accrued expenses

799,571

21,830

-

-

821,401

Income taxes payable

546,344

-

-

-

546,344

Customer deposits

3,240,302

-

-

-

3,240,302

Line of credit

137,955

-

-

-

137,955

Current maturities of lease liabilities

136,225

-

-

-

136,225

Current maturities of long-term debt

1,162,394

316,544

1,254,563

-

2,733,501

Total current liabilities

10,929,152

5,254,002

1,322,352

(4,792,292 )

12,713,214

Long-term liabilities:

Asset retirement obligation

-

50,000

-

-

50,000

Notes payable to shareholders and members

3,863,000

2,850,000

1,550,000

-

8,263,000

Long-term lease liabilities

1,169,075

-

-

-

1,169,075

Long-term debt, net of current maturities

728,296

726,139

-

-

1,454,435

Total long-term liabilities

5,760,371

3,626,139

1,550,000

-

10,936,510

Total liabilities

16,689,523

8,880,141

2,872,352

(4,792,292 )

23,649,724

Stockholders’ Equity

Common stock -

$1 par value, 100,000 authorized shares; 1,000 shares issued and outstanding

1,000

-

-

-

1,000

Retained earnings

18,660,616

-

-

-

18,660,616

Members capital

-

39,609

10,748,355

(10,787,964 )

-

Total stockholders’ equity - Schwarz Ready Mix

18,661,616

39,609

10,748,355

(10,787,964 )

18,661,616

Noncontrolling interests

-

-

-

10,787,964

10,787,964

Total equity

18,661,616

39,609

10,748,355

-

29,449,580

Total liabilities and stockholders’ equity

$ 35,351,139

$ 8,919,750

$ 13,620,707

$ (4,792,292 )

$ 53,099,304

See notes to consolidated financial statements.

20

SRM, Inc. dba Schwarz Ready Mix and Subsidiaries

Consolidated Statements of Operations

Period Ended October 17, 2025

Schwarz

Ready

Mix

Schwarz

Sand, LLC

SRM

Leasing

LLC and

Subsidiary

Eliminating

Total

Revenues earned

$ 73,134,853

$ 5,587,596

$ 3,089,193

$ (6,381,140 )

$ 75,430,502

Cost of revenues earned

64,564,943

4,678,438

1,125,992

(6,316,790 )

64,052,583

Gross profit

8,569,910

909,158

1,963,201

(64,350 )

11,377,919

General and administrative expenses

2,949,854

194,567

15,912

(64,350 )

3,095,983

Income from operations

5,620,056

714,591

1,947,289

-

8,281,936

Other income (expense)

Interest expense

(187,446 )

(149,441 )

(29,596 )

-

(366,483 )

Gain (loss) on sale of assets

401,994

404,458

(26,015 )

-

780,437

Other income

63,998

3,336

13,357

-

80,691

278,546

258,353

(42,254 )

-

494,645

Net income before income taxes

5,898,602

972,944

1,905,035

-

8,776,581

Income tax expense

(583,184 )

-

-

-

(583,184 )

Net income - consolidated

5,315,418

972,944

1,905,035

-

8,193,397

Net income (loss) attributable to noncontrolling interests

-

972,944

1,905,035

-

2,877,979

Net income - Schwarz Ready Mix

$ 5,315,418

$ -

$ -

$ -

$ 5,315,418

See

notes to consolidated financial statements.

21

SRM, Inc. dba Schwarz Ready Mix and Subsidiaries

Consolidated Statements of Operations

Years Ended December 31, 2024

Schwarz

Ready

Mix

Schwarz

Sand, LLC

SRM

Leasing

LLC and

Subsidiary

Eliminating

Total

Revenues earned

$ 91,904,864

$ 4,898,406

$ 4,203,458

$ (6,391,888 )

$ 94,614,840

Cost of revenues earned

82,305,363

5,436,260

1,990,252

(6,306,088 )

83,425,787

Gross profit

9,599,501

(537,854 )

2,213,206

(85,800 )

11,189,053

General and administrative expenses

4,948,167

126,777

22,456

(85,800 )

5,011,600

Income from operations

4,651,334

(664,631 )

2,190,750

-

6,177,453

Other income (expense)

Interest expense

(441,786 )

(251,345 )

(268,346 )

-

(961,477 )

Gain (loss) on sale of assets

48,500

23,583

6,000

-

78,083

Other income

134,780

1,612

17,328

-

153,720

(258,506 )

(226,150 )

(245,018 )

-

(729,674 )

Net income before income taxes

4,392,828

(890,781 )

1,945,732

-

5,447,779

Income tax expense

(581,181 )

-

-

-

(581,181 )

Net income - consolidated

3,811,647

(890,781 )

1,945,732

-

4,866,598

Net income (loss) attributable to noncontrolling interests

-

(890,781 )

1,945,732

-

1,054,951

Net income - Schwarz Ready Mix

$ 3,811,647

$ -

$ -

$ -

$ 3,811,647

See notes to consolidated financial statements.

22

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