Form 8-K

8-K — Haymaker Acquisition Corp. 4

Accession: 0001104659-26-040193

Filed: 2026-04-07

Period: 2026-04-01

CIK: 0001970509

SIC: 6770 (BLANK CHECKS)

Item: Entry into a Material Definitive Agreement

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — tm2611164d1_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2611164d1_ex10-1.htm)

EX-99.1 — EXHIBIT 99.1 (tm2611164d1_ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2611164d1_8k.htm · Sequence: 1

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0001970509

2026-04-01

0001970509

HYAC:UnitsMember

2026-04-01

0001970509

us-gaap:CommonClassAMember

2026-04-01

0001970509

HYAC:WarrantsMember

2026-04-01

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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

1, 2026

HAYMAKER

ACQUISITION CORP. 4

(Exact Name of Registrant as Specified in Charter)

Cayman

Islands

001-41757

87-2213850

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

324

Royal Palm Way, Suite

300-i

Palm

Beach, FL 33480

(Address of Principal Executive Offices) (Zip Code)

(212)

616-9600

(Registrant’s Telephone Number, Including

Area Code)

(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:

x Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on

which registered

Units,

each consisting of one Class A ordinary share and one-half of one redeemable warrant

HYACU

The

New York Stock Exchange

Class

A ordinary shares, par value $0.0001 per share

HYAC

The

New York Stock Exchange

Warrants,

each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share

HYAC

The

New York Stock Exchange

Indicate by check mark whether the registrant

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

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

Emerging growth company 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. ¨

Item 1.01

Entry into a Material Definitive Agreement.

As previously disclosed, on October 9, 2025, Haymaker

Acquisition Corp. 4 (“Haymaker”), Suncrete, Inc. (“PubCo”), Concrete Partners Holding, LLC (“Suncrete”)

and the other parties signatory thereto, entered into a Business Combination Agreement (the “Business Combination Agreement”)

with respect to a business combination between Haymaker, PubCo and Suncrete (the “Business Combination”).

Non-Redemption

Agreement

On April 1, 2026, Haymaker entered into a Non-Redemption

Agreement (the “Non-Redemption Agreement”) with an existing shareholder of Haymaker, pursuant to which, among other things,

the investor agreed to reverse its election to redeem 250,000 Class A ordinary shares of Haymaker, par value $0.0001 per share (the “Holder’s

Shares”), initially included as part of the units sold in Haymaker’s initial public offering (the “Public Shares”),

to waive their redemption rights, vote in favor of the Business Combination at the Shareholder Meeting (as defined below), and hold the

Holder’s Shares through the closing date of the Business Combination. In consideration for the Non-Redemption Agreement, Haymaker

has agreed to pay to the investor an amount in cash equal to the product of (a) the excess of (i) the redemption price per Public Share

paid by Haymaker to redeeming shareholders in satisfaction of their redemption rights over (ii) $10.75, multiplied by (b) the number of

Holder’s Shares. The foregoing description of the Non-Redemption Agreement does not purport to be complete and is qualified in its

entirety by reference to the full text of the form thereof, which is included as Exhibit 99.1 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. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Forward Purchase

Agreement.

Pursuant to the terms of the Forward Purchase Agreement, the Seller

has agreed to purchase up to 5,000,000 Shares 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, Pubco 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 description 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 10.1 hereto and is incorporated herein by reference.

Item 5.07

Submission of Matters to a Vote of Security Holders.

On April 2, 2026, Haymaker held an extraordinary

general meeting of shareholders (the “Shareholder Meeting”) and a special meeting of warrantholders (the “Warrantholder

Meeting”) in connection with the Business Combination. At the Shareholder Meeting, a total of 21,622,101 of Haymaker’s issued

and outstanding ordinary shares held of record as of February 11, 2026, the record date for the Shareholder Meeting, were present either

in person or by proxy, which constituted a quorum. Haymaker’s shareholders voted on the following proposals at the Shareholder Meeting,

each of which were approved. The final vote tabulation for each proposal is set forth below.

1. Proposal 1, the Business Combination Proposal, to approve and adopt the Business Combination Agreement.

Votes For

Votes Against

Abstentions

Broker Non-Votes

20,588,978

1,033,123

2. Proposal 2, the Domestication Proposal, to approve the transfer by way of continuation of Haymaker out

of its jurisdiction of incorporation and into the State of Delaware.

Votes For

Votes Against

Abstentions

Broker Non-Votes

20,588,978

1,033,123

3. Proposal 3, the Organizational Documents Proposal, to approve and adopt the proposed Haymaker organizational

documents and proposed PubCo organizational documents.

Votes For

Votes Against

Abstentions

Broker Non-Votes

20,588,978

1,033,123

4. Proposal 4, the Advisory Organizational Documents Proposal, to approve on a non-binding advisory basis,

the adoption of the proposed PubCo organizational documents.

Votes For

Votes Against

Abstentions

Broker Non-Votes

20,111,847

1,510,254

5. Proposal 5, the NYSE Proposal, to approve the issuance pursuant to the Business Combination Agreement

of up to an aggregate of 55,908,067 shares of PubCo’s Class A Common Stock in connection with the Business Combination and the PIPE

investment.

Votes For

Votes Against

Abstentions

Broker Non-Votes

20,588,978

1,033,123

6. Proposal 6, the 2026 Plan Proposal, to approve and adopt the Suncrete, Inc. 2026 Omnibus Incentive Plan.

Votes For

Votes Against

Abstentions

Broker Non-Votes

20,588,953

1,033,123

7. Proposal 7, the ESPP Proposal, to approve and adopt the Suncrete, Inc. Employee Stock Purchase Plan.

Votes For

Votes Against

Abstentions

Broker Non-Votes

20,588,953

1,033,123

8. Proposal 8, the Shareholder Adjournment Proposal, to authorize the adjournment of the Shareholder Meeting

to a later date or dates, if necessary, to permit further solicitation and voting of proxies.

Votes For

Votes Against

Abstentions

Broker Non-Votes

20,588,978

1,033,123

At the Warrantholder Meeting, a total of 9,049,966

of Haymaker’s issued and outstanding warrants held of record as of February 11, 2026, the record date for the Warrantholder Meeting,

were present either in person or by proxy, which constituted a quorum. Haymaker’s warrantholders voted on the following proposals

at the Warrantholder Meeting, each of which were approved. The final vote tabulation for each proposal is set forth below.

1. Proposal 1, the Warrant Amendment Proposal, to approve and adopt

an amendment to the terms of the Warrant Agreement, dated as of July 25, 2023, by and between Haymaker and Continental Stock Transfer

& Trust Company.

Votes For

Votes Against

Abstentions

Broker Non-Votes

8,487,983

482,361

79,622

2. Proposal 2, the Warrantholder Adjournment Proposal, to allow Haymaker’s board of directors to adjourn

the Warrantholder Meeting to a later date or dates to permit further solicitation of proxies.

Votes For

Votes Against

Abstentions

Broker Non-Votes

8,777,638

192,706

79,622

Additional Information and Where To Find It

In connection with the Business Combination, PubCo

and Suncrete have filed with the United States Securities and Exchange Commission (the “SEC”) a registration statement on

Form S-4 (the “Registration Statement”), which includes a proxy statement with respect to the Shareholder Meeting and a prospectus

with respect to PubCo’s securities to be issued in connection with the Business Combination (the “proxy statement/prospectus”),

as well as other relevant documents concerning the Business Combination. The definitive proxy statement/prospectus included in the Registration

Statement has been mailed to the shareholders and warrantholders of Haymaker as of the record date established for voting on the Business

Combination. INVESTORS AND SHAREHOLDERS OF HAYMAKER ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENT/PROSPECTUS REGARDING

THE BUSINESS COMBINATION, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS

BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders can obtain a free copy of the proxy statement/prospectus,

as well as other filings containing information about PubCo, Haymaker and Suncrete, without charge, at the SEC’s website, http://www.sec.gov.

No Offer or Solicitation

This Current Report on Form 8-K (this “Report”)

shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business

Combination. This Report shall also not constitute an offer to subscribe for, buy or sell, the solicitation of an offer to subscribe for,

buy or sell or an invitation to subscribe for, buy or sell any securities or the solicitation of any vote or approval in any jurisdiction

pursuant to or in connection with the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities

in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the

requirements of Section 10 of the Securities Act, and otherwise in accordance with applicable law.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements herein and the documents incorporated

herein by reference 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, 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 Haymaker, Suncrete, PubCo, the Business Combination and statements regarding the anticipated benefits and timing

of the completion of the proposed Business Combination and PIPE investment, the SPAC public warrant exchange, plans and use of proceeds,

future financial condition and performance and expected financial impacts of the Business Combination, the satisfaction of closing conditions

to the Business Combination, the PIPE investment and the level of redemptions of Haymaker’s public shareholders, and PubCo’s,

Suncrete’s and Haymaker’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 risk that the Business Combination and the PIPE investment may not be completed in a timely manner or at all;

the failure by the parties to satisfy the conditions to the consummation of the PIPE investment, the SPAC public warrant exchange and the Business Combination, including, without limitation, the Minimum Cash Condition (as defined in the Business Combination Agreement);

the risk that any of the investors do not satisfy their obligations under the non-redemption agreements;

the fact that Haymaker will retain sole discretion to effect the warrant amendment, including as a result of the level of redeeming stockholders;

the failure to realize the anticipated benefits of the Business Combination;

the outcome of any potential legal proceedings that may be instituted against PubCo, Suncrete, Haymaker or others following announcement of the Business Combination;

the level of redemptions of Haymaker’s public shareholders which may reduce the public float of, reduce the liquidity of the trading market of, and/or maintain the quotation, listing, or trading of the Ordinary Shares or the Class A Common Stock of PubCo;

the failure of PubCo to obtain or maintain the listing of its securities on any stock exchange on which PubCo’s Class A Common Stock will be listed after closing of the Business Combination;

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

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

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

the risk that issuances of equity or debt securities following the closing of the Business Combination, including issuances of equity securities in connection with Suncrete’s acquisition strategy, may adversely affect the value of Suncrete’s common stock and dilute its stockholders;

the risk that after consummation of the Business Combination, PubCo experiences difficulties managing its growth and expanding operations;

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

those risk factors discussed in documents filed, or to be filed, with the SEC by PubCo, Haymaker or Suncrete.

The foregoing list of risk factors is not exhaustive.

You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors”

section Haymaker’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and the Registration Statement and proxy statement/prospectus

filed by PubCo and Suncrete, and other documents filed or to be filed by PubCo, Haymaker and Suncrete from time to time with the SEC.

These filings do or will identify and address other important risks and uncertainties that could cause actual events and results to differ

materially from those contained in the forward-looking statements. There may be additional risks that none of PubCo, Suncrete or Haymaker

presently know or currently believe are immaterial that could also cause actual results to differ materially from those contained in the

forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue

reliance on forward-looking statements, and none of the parties or any of their representatives assumes any obligation or intends to update

or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. None of the parties or

any of their representatives gives any assurance that PubCo, Suncrete or Haymaker will achieve its expectations.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

10.1

Forward Purchase Agreement.

99.1

Form of Non-Redemption Agreement.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly

authorized.

Haymaker Acquisition Corp. 4

April 7, 2026

By:

/s/ Christopher Bradley

Name:

Christopher Bradley

Title:

Chief Executive Officer and Chief Financial Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2611164d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

Execution Version

Date: April

6, 2026

To: Haymaker

Acquisition Corp. 4, a Cayman Islands exempted company (“HYAC”); following

the Business Combination, Suncrete, Inc., a Delaware Corporation (collectively, the “Counterparty”).

Address: 324 Royal Palm Way, Suite 300-i

Palm Beach, FL 33480

From: (i)

Harraden Circle Investors, LP (“HCI”),

(ii) Harraden Circle Special Opportunities, LP (“HCSO”), (iii) Harraden Circle

Strategic Investments, LP (“HCSI”), (iv) Harraden Circle Concentrated, LP (“HCC”)

(with HCI, HCSO, HCSI, HCC collectively, as “Seller”)

Re: Prepaid

Share Forward (the “Transaction”)

The purpose of this agreement (this “Confirmation”)

is to confirm the terms and conditions of the transaction (the “Transaction”) entered into between Seller and the

Counterparty on the Trade Date specified below. The term “Counterparty” refers to HYAC until the Business Combination

(as defined below), and to Suncrete, Inc., a Delaware

Corporation, following the Business Combination.

“Target” refers to Concrete Partners Holding, LLC, a Delaware limited liability company, prior to the Business Combination.

Certain terms of the Transaction shall be as set forth in this Confirmation, with additional terms as set forth in a Pricing Date Notice

(the “Pricing Date Notice”) in the form of Schedule A hereto. This Confirmation, together with the Pricing

Date Notice, constitutes a “Confirmation,” and the Transaction constitutes a separate “Transaction” as referred

to in the ISDA Form (as defined below).

This Confirmation, together with the Pricing

Date Notice, evidences a complete binding agreement between Seller, Target and Counterparty as to the subject matter and terms of the

Transaction to which this Confirmation relates and shall supersede all prior or contemporaneous written or oral communications with respect

thereto.

The 2006 ISDA Definitions (the “Swap

Definitions”) and the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”, and with the Swap

Definitions, the “Definitions”), each as published by the International Swaps and

Derivatives Association, Inc., are incorporated

into this Confirmation. If there is any inconsistency between the Definitions and this Confirmation, this Confirmation governs. If, in

relation to the Transaction, there is any inconsistency between the ISDA Form, this Confirmation (including the Pricing Date Notice),

the Swap Definitions and the Equity Definitions, the following will prevail for purposes of such Transaction in the order of precedence

indicated: (i) this Confirmation (including the Pricing Date Notice); (ii) the Equity Definitions; (iii) the Swap Definitions; and (iv)

the ISDA Form.

This Confirmation, together with the Pricing

Date Notice, shall supplement, form a part of, and be subject to an agreement in the form of the ISDA 2002 Master Agreement (the “ISDA

Form”) as if Seller, Target and Counterparty had executed an agreement in such form (but without any Schedule except as set

forth herein under “Schedule Provisions”) on the Trade Date.

The terms of the particular Transaction

to which this Confirmation relates are as follows, and capitalized terms, as used herein and to the extent not otherwise defined, shall

have as their definitions the applicable terms described below:

General Terms

Type of Transaction:

Share Forward Transaction

Trade Date:

April 6, 2026

Valuation Date:

The earlier to occur of (a) the date that is 6-months

after the closing of the transactions between Counterparty and Target (the “Business Combination”)

pursuant to the Business Combination Agreement, dated as of October 9, 2025 (the “Merger Agreement”),

or (b) ten Exchange Business Days following the date upon which Counterparty, in its sole discretion, delivers written

notice to Seller that Counterparty is accelerating the Valuation Date provided that any notice delivered pursuant

to this clause (2) shall not be effective on any date prior to the date that is 3-months after the closing of the

Business Combination. Counterparty shall have the right, in its sole discretion, to extend the Valuation Date up to

two times by 3-months each time by delivering written notice to Seller at least ten Exchange Business Days in advance

of the then-scheduled Valuation Date.

Pricing Date Notice:

Seller shall deliver to Counterparty the Pricing Date Notice no later than one (1)

business day on which Nasdaq and commercial banks in the City of New York are open for business (each such day an

“Exchange Business Day”) following the closing of the Business Combination. The Pricing Date Notice

shall include the Number of Shares subject to this Confirmation.

Seller:

Seller.

Buyer:

Counterparty.

Prior to the closing of the Business Combination, the

Class A ordinary shares, par value $0.0001 per share, of Haymaker Acquisition Corp. 4, a Cayman Island exempted company

(Ticker: “HYAC”) and after the Business Combination, the Class A common stock, par value $0.0001

per share, of Suncrete Inc, a Delaware corporation (Ticker: “RMIX”).

Number of Shares:

The Number of Recycled Shares, but in no event more than the Maximum Number of Shares.

The Number of Shares is subject to reduction as described under “Optional Early Termination”.

Recycled

Shares: A number of free trading Shares (such Shares

referred to herein as the “Public Shares”) equal to the number of Shares purchased

by Seller from third parties (other than Counterparty) through a broker in the open market (other

than through Counterparty) prior to the closing of the Business Combination, including (without

limitation) Shares purchased prior to the Trade Date; provided that Seller shall have irrevocably

waived all redemption rights with respect to such Shares as provided below in the section captioned

“Transactions by Seller in the Shares”. Seller shall specify the number of Recycled Shares

(the “Number of Recycled Shares”) in the initial Pricing Date Notice. Seller

(i) will only purchase Public Shares for which Counterparty has confirmed in writing that redemption

rights were previously validly exercised and have been validly reversed, and (ii) will not purchase

Public Shares in excess of the number of redemption reversals confirmed in writing by Counterparty.

No Shares shall be considered Recycled Shares unless they are or were purchased in accordance with

the foregoing sentence.

Notwithstanding anything to the contrary herein, Seller shall not

pay more than the Redemption Price for any Shares purchased by Seller from third parties (other than Counterparty).

Maximum Number of Shares:

Initially 5,000,000 (the “Purchased Amount”).

Initial Price:

The redemption price at the closing of the Business Combination in accordance with

the organizational/constitutive documents of the Counterparty (the “Redemption Price”).

Prepayment:

Payment of the Prepayment Amount shall be made directly

from the Counterparty’s Trust Account maintained by Continental Stock Transfer & Trust Company holding the

net proceeds of the sale of the units in Counterparty’s initial public offering (the “Trust Account”)

on the Prepayment Date.

Counterparty shall provide (a) notice to Counterparty’s trustee of the entry into

this Confirmation no later than one (1) Local Business Day following the date hereof, with copy to Seller and Seller’s outside

legal counsel, and (b) to Seller and Seller’s outside legal counsel a final draft of the flow of funds from the Trust Account

prior to the closing of the Business Combination itemizing the Prepayment Amount due; provided that Seller shall be invited to attend

any closing call in connection with the Business Combination.

Prepayment Amount:

On the Prepayment Date, the Counterparty will pay to the Seller an amount equal to the (i) Number

of Shares, multiplied by (ii) the Initial Price (“Prepayment Amount”).

Prepayment Date:

The earlier of (a) one (1) Local 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.

Variable Obligation:

Not applicable.

Redemptions:

Counterparty shall promptly accept any redemption reversal requests in connection with purchases

of Shares by Seller for any Public Shares subject to this Confirmation.

Exchange(s):

The Nasdaq Stock Market LLC (“Nasdaq”).

Related Exchange(s):

None.

Reimbursement of Legal Fees and Other Expenses:

Counterparty shall pay to Seller an amount equal to (a) the reasonable and documented out-of-pocket

attorney fees incurred by Seller or its affiliates in connection with this Transaction in an amount not to exceed $10,000; and (b)

brokerage commissions and other fees and expenses incurred and documented in connection with the acquisition of the Public Shares

and pre-approved by Counterparty (such approval at the absolute discretion of Counterparty). Such commissions and other fees and

expenses must be substantiated by documentation to confirm such commissions, fees and expenses are incurred, and copies thereof delivered

to Counterparty. Reimbursement of Legal Fees and Other Expenses provided in clause (a) herein shall be paid on the first Local Business

Day after an invoice and payment instructions are received by the Counterparty in writing (provided that any writing received on

or after 5:00 p.m. (New York time) shall be deemed received on the following Local Business Day), but in no event shall such payment

be due or payable prior to the closing of the Business Combination. Reimbursement of Legal Fees and Other Expenses provided in clause

(b) herein shall be paid four (4) Local Business Days after the Counterparty receives substantiation of any pre‑approved expense.

Settlement Terms

Settlement Method Election:

Not Applicable.

Settlement Method:

Physical Settlement.

Settlement Currency:

United States Dollars.

Settlement Date:

Two (2) Exchange Business Days following the Valuation

Date.

Excess Dividend Amount Ex

Ex Amount.

Optional Early Termination

From time to time and on any Exchange Business Day following the closing of the Business

Combination (any such date, an “OET Date”), and subject to the terms and conditions below, 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, Counterparty shall be entitled to an amount from Seller, and the Seller shall pay to Counterparty within four (4) Settlement

Cycles following each OET Date, an amount equal to the Initial Price, multiplied by (b) the Terminated Shares. The Number of Shares

shall be reduced by the number of Terminated Shares for which Seller has paid Counterparty as provided for in this clause.

The remainder of the Transaction, if any, shall continue in accordance with its terms; provided that

if the OET Date is also the Valuation Date, the remainder of the Transaction shall be settled in accordance with the other provisions

of “Settlement Terms”.

Valuation Date Consideration:

On the Valuation Date, in exchange for the return of Public Shares equal to the Number of Shares

to Counterparty, Seller shall retain an amount equal to (i) the Number of Shares multiplied by (ii) the Initial Price. In the event

the Valuation Date is accelerated by the Counterparty, the Seller shall transfer Public Shares equal to the Number of Shares to a

party reasonably acceptable to the Counterparty who agrees to assume the obligations of the Seller hereunder or, if no such substitute

Seller is reasonably available, return such Public Shares to Counterparty.

Valuation Date Settlement:

The Seller will retain the Valuation Date Consideration from the Prepayment Amount.

Share Adjustments:

Method of Adjustment:

Calculation Agent Adjustment.

Extraordinary Events:

Consequences of Merger Events involving Counterparty:

Share-for-Share:

Calculation Agent Adjustment.

Share-for-Other:

Cancellation and Payment.

Share-for-Combined:

Component Adjustment.

Tender Offer:

Applicable; provided, however, that Section

12.1(d) of the Equity Definitions is hereby amended by adding “, or of the outstanding Shares,” before “of the

Issuer” in the fourth line thereof. Sections 12.1(e) and 12.1(l)(ii) of the Equity Definitions are hereby amended by adding

“or Shares, as applicable,” after “voting Shares”.

Consequences of Tender Offers:

Share-for-Share:

Calculation Agent Adjustment.

Share-for-Other:

Calculation Agent Adjustment.

Share-for-Combined:

Calculation Agent Adjustment.

Composition of Combined Consideration:

Not Applicable.

Nationalization, Insolvency or Delisting:

Cancellation and Payment (Calculation Agent Determination); provided that in addition to the provisions

of Section 12.6(a)(iii) of the Equity Definitions, it shall also constitute a Delisting if the Exchange is located in the United

States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, the Nasdaq Global

Select Market, Nasdaq Capital Market or the Nasdaq Global Market (or their respective successors) or such other exchange or quotation

system which, in the determination of the Calculation Agent, has liquidity comparable to the aforementioned exchanges; if the Shares

are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall

be deemed to be the Exchange.

Business Combination Exclusion:

Notwithstanding the foregoing or any other provision herein, the parties agree that the Business Combination shall not constitute

a Merger Event, Tender Offer, Delisting or any other Extraordinary Event hereunder.

Additional Disruption Events:

(a) Change in Law:

Applicable; provided that Section 12.9(a)(ii)

of the Equity Definitions is hereby amended by adding the words “(including, for the avoidance

of doubt and without limitation, adoption or promulgation of new regulations authorized or mandated

by existing statute)” after the word “regulation” in the second line thereof.

(a) Failure to Deliver:

Not Applicable.

(b) Insolvency Filing:

Applicable.

Not Applicable.

(d) Increased Cost of Hedging:

Not Applicable.

(e) Loss of Stock Borrow:

Not Applicable.

(f) Increased Cost of Stock Borrow:

Not Applicable.

Determining Party:

For all applicable events, Seller, unless (i) an Event of Default, Potential Event

of Default or Termination Event has occurred and is continuing with respect to Seller, or (ii) if Seller fails to

perform its obligations as Determining Party, in which case a Third Party Dealer (as defined below) in the relevant

market selected by Counterparty will be the Determining Party.

Counterparty Share Settlement Election Provision (ASC 815-40-25 Compliance)

Notwithstanding anything to the contrary in this Confirmation or the Equity Definitions

(including Sections 12.7 and 12.8 thereof), the Transaction shall not be cancelled and settled by payment of any Cancellation

Amount or other net settlement payment obligation having the effect of settling all obligations owed under this Transaction

upon the occurrence of any Market Disruption Event, Termination Event, or any other event outside the control of Counterparty,

other than the retention by the Seller of the Redemption Price per Share (less any amounts owed pursuant to a final

non-appealable judgment).

For the avoidance of doubt, no monetary amount other than the Redemption Price per Share

(less indemnity or default payment owed, if any, pursuant to a final non-appealable judgment) shall be determined or owed by Counterparty

in respect of the value of the Transaction (i.e., Cancellation Amount or similar concept), and the Transaction shall be settled solely

through delivery of Shares by Seller to Counterparty and the retention by the Seller of the Redemption Price per Share (less any

amounts owed, if any, pursuant to a final non-appealable judgment).

Nothing in this Confirmation shall be interpreted as absolving Counterparty of paying amounts owed

hereunder; provided that any such amounts (including damages, indemnity payments, or interest) shall not be determined by reference

to the value of the Transaction or the Shares and shall not serve as a substitute for settlement of the Transaction. Nothing in this

Confirmation shall be interpreted as absolving Seller of delivering Shares as required under this Transaction.

Additional Provisions:

Calculation Agent:

Seller, unless (i) an Event of Default, Potential Event of Default or Additional Termination

Event has occurred and is continuing with respect to Seller, or (ii) if Seller fails to perform its obligations as Calculation Agent,

in which case an unaffiliated leading dealer in the relevant market selected by Counterparty in its sole discretion will be the Calculation

Agent.

In the event that a party (the “Disputing Party”) does not agree with any determination

made (or the failure to make any determination) by the Calculation Agent, the Disputing Party shall have the right to require that

the Calculation Agent have such determination reviewed by a disinterested third party that is a dealer in derivatives of the type

that is the subject of the dispute and that is not an Affiliate of either party (a “Third Party Dealer”). Such

Third Party Dealer shall be jointly selected by the parties within one (1) Business Day after the Disputing Party’s exercise

of its rights hereunder (once selected, such Third Party Dealer shall be the “Substitute Calculation Agent”).

If the parties are unable to agree on a Substitute Calculation Agent within the prescribed time, each of the parties shall elect

a Third Party Dealer and such two dealers shall agree on a Third Party Dealer by the end of the subsequent Business Day. Such Third

Party Dealer shall be deemed to be the Substitute Calculation Agent. Any exercise by the Disputing Party of its rights hereunder

must be in writing and shall be delivered to the Calculation Agent not later than the third Business Day following the Business Day

on which the Calculation Agent notifies the Disputing Party of any determination made (or of the failure to make any determination).

Any determination by the Substitute Calculation Agent shall be binding in the absence of manifest error and shall be made as soon

as possible but no later than the second Business Day following the Substitute Calculation Agent’s appointment. The costs of

such Substitute Calculation Agent shall be borne by (a) the Disputing Party if the Substitute Calculation Agent substantially agrees

with the Calculation Agent or (b) the non- Disputing Party if the Substitute Calculation Agent does not substantially agree with

the Calculation Agent. If, after following the procedures and within the specified time frames set forth above, a binding determination

is not achieved, the original determination of the Calculation Agent shall apply.

Non-Reliance:

Applicable.

Agreements and Acknowledgements Regarding Hedging Activities:

Applicable.

Additional Acknowledgements:

Applicable.

Collateral Provisions:

Grant of Security Interest:

None.

Collateral:

None.

Securities Account:

None.

Securities Intermediary:

None.

Perfection:

None

Schedule Provisions:

Specified Entity:

In relation

to both Seller and Counterparty for the purpose of: Section 5(a)(v) of the ISDA Form, Not Applicable; Section 5(a)(vi) of the ISDA

Form, Not Applicable; Section 5(a)(vii) of the ISDA Form, Not Applicable; Section 5(b)(v) of the ISDA Form, Not Applicable

Cross-Default

The “Cross-Default”

provisions of Section 5(a)(vi) of the ISDA Form will not apply to either party.

Credit Event Upon Merger

The “Credit Event

Upon Merger” provisions of Section 5(b)(v) of the ISDA Form will not apply to either party.

Interpretation of “Seller”:

For purposes of Section

5 of the ISDA Form, “Seller” shall be interpreted to mean each of HCI, HCSO, HCSI, HCC, individually or collectively.

Automatic Early Termination:

The “Automatic Early

Termination” of Section 6(a) of the ISDA Form will not apply to either party.

Termination Currency:

United States Dollars.

Additional Termination Event:

Will apply to Seller and

to Counterparty. The occurrence of any of the following events shall constitute an Additional Termination Event:

(a) The Merger Agreement

is terminated prior to the closing of the Business Combination; and

(b) If it is, or, as a

consequence of a change in law, regulation or interpretation, it becomes or will become, unlawful for the Seller or Counterparty

to perform any of its obligations contemplated by the Transaction; and

of any Material Adverse Change of the Counterparty.

Notwithstanding the foregoing,

Counterparty’s obligations set forth under the caption, “Reimbursement of Legal Fees and Other Expenses” and both

parties’ obligations under the caption “Other Provisions — (d) Indemnification” shall survive any termination

due to the occurrence of any of the foregoing Additional Termination Events. Upon any termination that occurs following the closing

of the Business Combination due to paragraph (b) or (c) above, Counterparty shall be obligated to promptly accept for redemption

all of Seller’s Shares (up to the Number of Shares) in exchange for the Initial Price, less any Prepayment Amount actually

received. Except as set forth in the immediately preceding sentence, in all other circumstances no further payments or deliveries

shall be due by either Seller to Counterparty or Counterparty to Seller in respect of the Transaction, including without limitation

in respect of any settlement amount, breakage costs or any amounts representing the future value of the Transaction, and neither

party shall have any further obligation under the Transaction and, for the avoidance of doubt and without limitation, no payments

will have accrued or be due under Sections 2, 6 or 11 of the ISDA Form.

Material Adverse Change:

Means any change, event, or occurrence, that, individually or when aggregated with other

changes, events, or occurrences has had a materially adverse effect on the business, assets, financial condition or results of operations

of Counterparty and its subsidiaries, taken as a whole; provided, however, that no change, event, occurrence or effect arising out

of or related to any of the following, alone or in combination, shall be taken into account in determining whether a Material Adverse

Change pursuant has occurred: (i) acts of war (whether or not declared), sabotage, military or para-military actions or terrorism,

or any escalation or worsening of any such acts, or changes in global, national or regional political or social conditions; (ii)

earthquakes, hurricanes, tornados, epidemics and pandemics declared by the World Health Organization or any other reputable third

party organization (including the COVID-19 virus) or other natural or man-made disasters; (iii) changes attributable to the public

announcement or pendency of the transactions contemplated herein (including the impact thereof on relationships with customers, suppliers,

employees or governmental authorities); (iv) changes or proposed changes in law, regulations or interpretations thereof or decisions

by courts or any governmental authority; (v) changes or proposed changes in GAAP (or any interpretation thereof); (vi) any downturn

in general economic conditions, including changes in the credit, debt, securities, financial, capital or reinsurance markets (including

changes in interest or exchange rates or the price of any security, market index or commodity), in each case, in the United States

or anywhere else in the world; (vii) events or conditions generally affecting the industries and markets in which the Counterparty

operates; (viii) any failure to meet any projections, forecasts, estimates, budgets or financial or operating predictions of revenue,

earnings, cash flow or cash position, provided that this clause (viii) shall not prevent a determination that any change, event,

or occurrence underlying such failure (unless otherwise excluded by the other clauses of this proviso) has resulted in a Material

Adverse Change; or (ix) any actions expressly required to be taken, or expressly required not to be taken, pursuant to the terms

hereof; provided, however, that if a change or effect related to clause (ii) or clauses (iv) through (vii) disproportionately adversely

affects the Counterparty and its subsidiaries, taken as a whole, compared to other Persons operating in the same industry as the

Counterparty, then such incremental disproportionate impact may be taken into account in determining whether a Material Adverse Change

has occurred.

Governing Law:

New York law (without reference to choice of law doctrine).

Credit Support Document:

With respect to Seller and Counterparty, None.

Credit Support Provider:

With respect to Seller and Counterparty, None.

Local Business Days:

Seller specifies the following places for the purposes of the definition of Local Business Day as

it applies to it: New York.

Counterparty specifies the following places for the purposes of the definition of Local Business

Day as it applies to it: New York.

Representations, Warranties and Covenants

1. Each of Counterparty and Seller represents

and warrants to, and covenants and agrees with, the other as of the date on which it enters

into the Transaction that (in the absence of any written agreement between the parties that

expressly imposes affirmative obligations to the contrary for the Transaction):

(a) Non-Reliance. It is acting

for its own account, and it has made its own independent decisions to enter into the Transaction

and as to whether the Transaction is appropriate or proper for it based upon its own judgment

and upon advice from such advisers as it has deemed necessary. It is not relying on any communication

(written or oral) of the other party as investment advice or as a recommendation to enter

into the Transaction, it being understood that information and explanations related to the

terms and conditions of the Transaction will not be considered investment advice or a recommendation

to enter into the Transaction. No communication (written or oral) received from the other

party will be deemed to be an assurance or guarantee as to the expected results of the Transaction.

(b) Assessment and Understanding.

It is capable of assessing the merits of and understanding (on its own behalf or through

independent professional advice), and understands and accepts, the terms, conditions and

risks of the Transaction. It is also capable of assuming, and assumes, the risks of the Transaction.

It is in compliance with Section 10(b) under the Securities Exchange Act of 1934, as amended

(the “Exchange Act”).

(d) Eligible Contract Participant.

It is an “eligible contract participant” under, and as defined in, the Commodity

Exchange Act (7 U.S.C. § 1a(18))

and CFTC regulations (17 CFR § 1.3).

(e) Tax Characterization.

It shall treat the Transaction as a derivative financial contract for U.S. federal income

tax purposes, and it shall not take any action or tax return filing position contrary to

this characterization.

(f) Private Placement. It

(i) is an “accredited investor” as such term is defined in Regulation D as promulgated

under the Securities Act, (ii) is entering into the Transaction for its own account without

a view to the distribution or resale thereof and (iii) understands that the assignment, transfer

or other disposition of the Transaction has not been and will not be registered under the

Securities Act.

(g) Investment Company Act.

It is not and, after giving effect to the Transaction, will not be required to register as

an “investment company” under, and as such term is defined in, the Investment

Company Act of 1940, as amended.

(h) Authorization. The Transaction

has been entered into pursuant to authority granted by its board of directors or other governing

authority. It has no internal policy, whether written or oral, that would prohibit it from

entering into any aspect of the Transaction, including, but not limited to, the purchase

of Shares to be made in connection therewith.

(i) Affiliate Status. It is

the intention of the parties hereto that Seller shall not be an “affiliate” (as

such term is defined in Rule 405 under the Securities Act) of the Counterparty, including

HYAC or Concrete Partners Holding, LLC following the closing of the Business Combination,

as a result of the transactions contemplated hereunder

(j) Tender Offer Rules. Counterparty,

Target and Seller each acknowledge that the Transaction has been structured, and all activity

in connection with the Transaction has been undertaken to comply with the

requirements of all tender offer regulations applicable

to the Business Combination, including Rule 14e-5 under the Exchange Act.

(k) Enforceability. The Transaction,

including the Confirmation, when executed and delivered by each of the parties, will constitute

the valid and legally binding obligation of each such party, enforceable against each of

them in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency,

reorganization, moratorium, fraudulent conveyance and any other laws of general application

affecting enforcement of creditors’ rights generally, or (ii) as limited by laws relating

to the availability of specific performance, injunctive relief or other equitable remedies.

(l) Compliance with Other Instruments

and Law. The execution, delivery and performance of this Transaction, including the

Confirmation, and the consummation of the Transaction, will not result in any violation or

default (i) of any provisions of its organizational documents, (ii) of any instrument, judgment,

order, writ or decree to which it is a party or by which it is bound, (iii) under any note,

indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease,

agreement, contract or purchase order to which it is a party or by which it is bound or (v)

of any provision of any applicable federal or state statute, rule or regulation, in each

case (other than clause (i)), which would have a material adverse effect on it or its ability

to consummate the Transaction.

2. Counterparty represents and warrants to, and

covenants and agrees with Seller as of the date on which it enters into the Transaction that:

(a) Non-Reliance. Without

limiting the generality of Section 13.1 of the Equity Definitions, Counterparty acknowledges

that Seller is not making any representations or warranties or taking any position or expressing

any view with respect to the treatment of the Transaction under any accounting standards.

(b) Solvency. Counterparty

is, and shall be as of the date of any payment or delivery by Counterparty under the Transaction,

solvent and able to pay its debts as they come due, with assets having a fair value greater

than liabilities and with capital sufficient to carry on the businesses in which it engages.

Counterparty: (i) has not engaged in and will not engage in any business or transaction after

which the property remaining with it will be unreasonably small in relation to its business,

(ii) has not incurred and does not intend to incur debts beyond its ability to pay as they

mature, and (iii) as a result of entering into and performing its obligations under the Transaction,

(a) it has not violated and will not violate any relevant state law provision applicable

to the acquisition or redemption by an issuer of its own securities and (b) it would not

be nor would it be rendered “insolvent” (as such term is defined under Section

101(32) of the Bankruptcy Code).

the Trade Date, Counterparty is in material compliance with its reporting obligations under

the Exchange Act, and all reports and other documents filed by Counterparty with the Securities

and Exchange Commission pursuant to the Exchange Act, when considered as a whole (with the

most recent such reports and documents deemed to amend inconsistent statements contained

in any earlier such reports and documents), do not contain any untrue statement of a material

fact or any omission of a material fact required to be stated therein or necessary to make

the statements therein, in the light of the circumstances under which they were made, not

misleading.

(f) [Reserved.]

(g) Disclosure. Counterparty

agrees to comply with applicable SEC guidance in respect of disclosure and the Counterparty

shall preview with Seller all public disclosure relating to the Transaction and shall consult

with Seller to ensure that such public disclosure, including the press release, Form 8-K

or other filing that announces the Transaction adequately discloses the material terms and

conditions of the Transaction in form and substance reasonably acceptable to Seller; provided

that the Form 8-K shall be publicly filed filed on the first Local Business Day after definitive

transaction documents are signed.

(h) Regulation M and Target Approvals.

Counterparty is not on the Trade Date and agrees and covenants that it

will not be on any date Seller is purchasing

shares that may be included in a Pricing Date Notice, engaged or engaging in a distribution, as such term is used in Regulation M under

the Exchange Act, of any securities of Counterparty, other than a distribution meeting the requirements of the exception set forth in

Rules 101(b)(10) and 102(b)(7) of Regulation M. Counterparty shall not, until the second Scheduled Trading Day immediately following

the dates referenced in the preceding sentence, engage in any such distribution. Counterparty, including Target, also agrees and covenants

that the Merger Agreement shall be executed and all required approvals and consents of the Target security holders in connection with

the Business Combination shall be obtained and any subsequent valuation periods as contemplated under Regulation M under the Exchange

Act, shall be completed in each case no later than HYAC’s redemption deadline.

(h) No conflicts. The execution

and delivery by the Counterparty and Target of, and the performance by the Counterparty and

the Target of its obligations under, the Transaction and the Confirmation and the consummation

of the transactions contemplated by the Confirmation, including the payments and share issuances

hereunder, do not and will not result in any breach or violation of or constitute a default

under (nor constitute any event which, with notice, lapse of time or both, would result in

any breach or violation of or constitute a default under or give the holder of any indebtedness

(or a person acting on such holder’s behalf) the right to require the repurchase, redemption

or repayment of all or a part of such indebtedness under) (or result in the creation or imposition

of a lien, charge or encumbrance on any property or assets of the Counterparty, the Target

or any of their respective subsidiaries pursuant to) (i) any provision of applicable law,

(ii) the organizational documents of any of the Counterparty, the Target or any of their

respective subsidiaries, (iii) any indenture, mortgage, deed of trust, bank loan or credit

agreement or other evidence of indebtedness, or any license, lease, contract or other agreement

or instrument binding upon the Counterparty, the Target or any of their respective subsidiaries,

or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction

over the Counterparty, the Target or any of their respective subsidiaries, and no consent,

approval, authorization or order of, or qualification with, any governmental body or agency

is required for the performance by the Counterparty or the Target of their respective obligations

under the Confirmation, except as have been obtained. In addition, the Counterparty and Target

covenant and agree not to enter into any agreement or other arrangement that would prohibit,

restrict or otherwise prevent the Counterparty from performing its obligations hereunder,

including the making of any payment or Share issuance to the Seller.

3. Seller represents and warrants to, and covenants

and agrees with Counterparty as of the date on which it enters into the Transaction and each

other date specified that:

(a) Regulatory Filings. It,

together with each other person in the Seller Group (as defined in “Other Provisions”

below), is in compliance with all material regulatory filings relating to the Counterparty

and the Transaction. Seller covenants that it will make all regulatory filings that it is

required by law or regulation to make with respect to the Transaction including, without

limitation, as may be required by Section 13 or Section 16 under the Exchange Act.

(b) Shareholder Vote. Seller

agrees to not vote any Shares it holds as of the applicable record date in connection with

the Business Combination at any meeting of the Counterparty’s shareholders (or to provide

a written consent for that purpose with respect to such Shares) if it would be in violation

of the Securities and Exchange

Commission’s Compliance and Disclosure

Interpretation No. 166.01 to do so.

(i) is an “accredited investor” as such term is defined in Regulation D as promulgated

under the Securities Act, (ii) is entering into the Transaction for its own account without

a view to the distribution or resale thereof and (iii) understands that the assignment, transfer

or other disposition of the Transaction has not been and will not be registered under the

Securities Act.

(d) Shorting. During the term

of the Transaction, Seller agrees not to effect any Short Sales in respect of the

Shares prior to the earlier of (a)

the Settlement Date and (b) the cancellation of the Transaction. “Short Sales” means all “short sales”

as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and all types of direct

and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps, “put equivalent positions”

(as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements (including on a total return basis).

(e) Lock-Up; Transfer Restrictions.

Seller agrees that, until the earlier of the Valuation Date and the date all Recycled Shares

have been sold, it shall not directly or indirectly transfer any Recycled Shares except as

in compliance with the terms of this Transaction.

Transactions by Seller in the Shares

Seller hereby waives the redemption rights (“Redemption

Rights”) set forth in Counterparty’s memorandum and articles of association in connection with the Business Combination

with respect to the Public Shares save for any redemption following the Additional Termination Events set out in (b) and (c) in the Additional

Termination Event section above. Unless specified in an OET Notice, no sale of Shares by the Seller shall terminate all or any portion

of this Confirmation and provided that Seller complies with all of its other obligations hereunder nothing contained herein shall limit

any of Seller’s purchases and sale of Shares

As soon as is reasonable possible, but no longer

than 10 business days following the Prepayment Date, the Seller will transfer all Public Shares held pursuant to this Confirmation to

the Seller’s Prime Brokerage account at Cantor

Fitzgerald. The Public Shares will be held at

Cantor Fitzgerald until the Valuation Date or their earlier sale pursuant to an Optional Early Termination. From time to time at the

Counterparty’s request, Seller shall instruct Cantor

Fitzgerald to provide the Counterparty with a

report independently confirming the number of Shares held pursuant to this Confirmation.

On each OET Date the notice given by Seller to

Buyer shall include a trade blotter capturing all transactions relating to the Recycled Shares that took place prior to the OET Date.

From time to time at the Counterparty’s request, Seller shall instruct Cantor Fitzgerald to provide a report to Counterparty independently

confirming the number of Recycled Shares held pursuant to this Confirmation.

No Arrangements

Seller and Counterparty each acknowledge and

agree that: (i) there are no voting, hedging or settlement arrangements between Seller and Counterparty with respect to any Shares, other

than those set forth herein; (ii) Counterparty will not be entitled to any voting rights in respect of any of the Shares underlying the

Transaction; and (iii) Counterparty will not seek to influence Seller with respect to the voting of any Hedge Positions of Seller consisting

of Shares.

Wall Street Transparency and Accountability Act

In connection with Section 739 of the Wall Street

Transparency and Accountability Act of 2010 (“WSTAA”), the parties hereby agree that neither the enactment of WSTAA

or any regulation under WSTAA, nor any requirement under WSTAA or an amendment made by WSTAA, nor any similar legal certainty provision

in any legislation enacted, or rule or regulation promulgated, on or after the date of this Confirmation, shall limit or otherwise impair

either party’s otherwise applicable rights to terminate, renegotiate, modify, amend or supplement this Confirmation or the ISDA

Form, as applicable, arising from a termination event, force majeure, illegality, increased costs, regulatory change or similar event

under this Confirmation, the Equity Definitions incorporated herein, or the ISDA Form.

Specific Performance

Seller agrees that irreparable damage may occur

for which money damages will be inadequate in the event Seller breaches or otherwise default with respect to the requirements at Section

3(d) (Shorting) or Section 3(e) (Lock-up; Transfer Restrictions) of this Confirmation or the requirement to deliver Shares

following the Prepayment Date or the Valuation Date. Accordingly, Counterparty shall be entitled to specific performance of the terms

hereof, in addition to any other remedy at law or equity due to any such breach or other default with respect to the requirements at

Section 3(d) (Shorting) or Section 3(e) (Lock-up; Transfer Restrictions) of this Confirmation or the requirement to deliver

Shares following the Prepayment Date or the Valuation Date.

Address for Notices

Notice to Seller:

Harraden Circle Investments LLC

299 Park Avenue, 21st Floor

New York, NY 10171

Attention: Frederick V. Fortmiller, Jr.

Email: research@harraden.com

With a mandatory copy (which shall not constitute notice) to:

Loeb & Loeb LLP

345 Park Avenue

New York, NY 10154

Attn: Giovanni Caruso

Telephone No.: (212) 407-4866

Email: gcaruso@loeb.com

Notice to Counterparty:

If prior to the Business Combination:

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 to (but which shall not constitute notice):

DLA Piper LLP (US)

1251 Avenue of the Americas, 27th

New York, NY 10020-1104

Attention:

Sidney Burke

Stephen P. Alicanti

Justin Michael

Email:

sidney.burke@us.dlapiper.com

stephen.alicanti@us.dlapiper.com

justin.michael@us.dlapiper.com

If following the Business Combination:

c/o SunTX Capital Partners

5420 LBJ Freeway, Suite 1000

Dallas, Texas 75240

Attention:

Barrett Bruce

Email:

BBruce@suntx.com

with copies to (but which shall not constitute notice):

Haynes and Boone, LLP

2801 N. Harwood Street, Suite 2300

Dallas, TX 75201

Attention:

Greg R. Samuel

Matthew L. Fry

Kellie Bobo

Email:

Greg.Samuel@haynesboone.com

Matt.Fry@haynesboone.com

Kellie.Bobo@haynesboone.com

Other Provisions.

(a) Rule 10b5-1.

(i) Counterparty represents and warrants

to Seller that Counterparty is not entering into the Transaction to create actual or apparent

trading activity in the Shares (or any security convertible into or exchangeable for the

Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security

convertible into or exchangeable for the Shares) for the purpose of inducing the purchase

or sale of such securities or otherwise in violation of the Exchange Act, and Counterparty

represents and warrants to Seller that Counterparty has not entered into or altered, and

agrees that Counterparty will not enter into or alter, any corresponding or hedging transaction

or position with respect to the Shares. Counterparty acknowledges that it is the intent of

the parties that the Transaction comply with the requirements of paragraphs (c)(1)(i)(A)

and (B) of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) and

the Transaction shall be interpreted to comply with the requirements of Rule 10b5-1(c).

(ii) Counterparty agrees that it will not

seek to control or influence Seller’s decision to make any “purchases or sales”

(within the meaning of Rule 10b5-1(c)(1)(i)(B)(3)) under the Transaction, including, without

limitation, Seller’s decision to enter into any hedging transactions. Counterparty

represents and warrants that it has consulted with its own advisors as to the legal aspects

of its adoption and implementation of this Confirmation and the Transaction under Rule 10b5-1.

(iii) Counterparty acknowledges and agrees

that any amendment, modification, waiver or termination of this Confirmation must be effected

in accordance with the requirements for the amendment or termination of a “plan”

as defined in Rule 10b5-1(c). Without limiting the generality of the foregoing, Counterparty

acknowledges and agrees that any such amendment, modification, waiver or termination shall

be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule

10b-5, and no such amendment, modification or waiver shall be made at any time at which Counterparty

is aware of any material non-public information regarding Counterparty or the Shares.

(b) [Reserved.]

rights and duties under this Confirmation may not be transferred or assigned by any party

hereto without the prior written consent of the other party, such consent not to be unreasonably

withheld, subject to the immediately following sentence. If at any time following the closing

of the Business Combination at which (A) the Section 16 Percentage exceeds 9.9999%, or (B)

the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition

described in clause (A) or (B), an “Excess Ownership Position”),

Seller is unable to effect a transfer

or assignment of a portion of the Transaction to a third party on pricing terms reasonably acceptable to Seller and within a time period

reasonably acceptable to Seller such that no Excess Ownership Position exists, then Seller may designate any Exchange Business Day as

an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following

such partial termination no Excess Ownership Position exists. In the event that Seller so designates an Early Termination Date with respect

to a portion of the Transaction, a portion of the Shares with respect to the Transaction shall be delivered to Counterparty as if the

Early Termination Date was the Valuation Date in respect of a Transaction having terms identical to the Transaction and a Number of Shares

equal to the number of Shares underlying the

Terminated Portion. The “Section

16 Percentage” as of any day is the fraction, expressed as a percentage, as determined by Seller, (A) the numerator of which

is the number of Shares that Seller and each person subject to aggregation of Shares with Seller under Section 13 or Section 16 of the

Exchange Act and rules promulgated thereunder and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1)

of the Exchange Act) with Seller directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act

and rules promulgated thereunder) (the “Seller Group” ) and (B) the denominator of which is the number of Shares outstanding.

The “Share Amount”

as of any day is the number of Shares that Seller and any person whose ownership position would be aggregated with that of Seller and

any group (however designated) of which Seller is a member (Seller or any such person or group, a “Seller Person”) under

any law, rule, regulation, regulatory order or organizational documents or contracts of Counterparty that are, in each case, applicable

to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds

the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Seller in

its sole discretion.

The “Applicable Share Limit”

means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations or other

requirements under Section 16 of the Exchange Act including obtaining prior approval from any person or entity) of a Seller Person, or

could result in an adverse effect on a Seller Person, under any Applicable Restriction, as determined by Seller in its sole discretion,

minus

(B) 0.0001% of the number of Shares

outstanding.

(d) Indemnification. Each of Counterparty

and Seller (each, an “Indemnifying Party”) agrees to indemnify and hold

harmless the other party, its affiliates and its assignees and their respective directors,

officers, employees, agents and controlling persons (each such person being an “Indemnified

Party”) from and against any and all losses, incurred by or asserted against such

Indemnified Party arising out of, in connection with, or relating to, any breach of any covenant

or representation made by the Indemnifying Party in this Confirmation or the ISDA Form, regulatory

filings made by the Indemnifying Party related to the Transaction (other than as relates

to any information provided by or on behalf of the other party or its affiliates); provided

that neither party will be liable under the foregoing indemnification provision to the extent

that any loss, claim, damage, liability or expense is found in a non-appealable judgment

by a court of competent jurisdiction to have resulted from the other party’s material

breach of any covenant, representation or other obligation in this Confirmation or the ISDA

Form or from the other party’s willful misconduct, gross negligence or bad faith in

performing the services that are subject of the Transaction. If for any reason the foregoing

indemnification is unavailable to any Indemnified Party or insufficient to hold harmless

any Indemnified Party, then the applicable Indemnifying Party shall contribute, to the maximum

extent permitted by law, to the amount paid or payable by the Indemnified Party as a result

of such loss, claim, damage or liability. In addition (and in addition to any other Reimbursement

of Legal Fees and other Expenses contemplated by this Confirmation), the applicable Indemnifying

Party will reimburse any Indemnified Party for all reasonable, out-of-pocket, expenses (including

reasonable counsel fees and expenses) as they are incurred in connection with the investigation

of, preparation for or defense or settlement of any pending or threatened claim or any action,

suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto

and whether or not such claim, action, suit or proceeding is initiated or brought by or on

behalf of the applicable Indemnifying Party. The Indemnifying Party also agrees that no Indemnified

Party shall have any liability to the applicable Indemnifying Party or any person asserting

claims on behalf of or in right of the applicable Indemnifying Party in connection with or

as a result of any matter referred to in this Confirmation except to the extent that any

losses, claims, damages, liabilities or expenses incurred by the applicable Indemnifying

Party result from such Indemnified Party’s breach of any covenant, representation or

other obligation in this Confirmation or the ISDA Form or from the gross negligence, willful

misconduct or bad faith of the Indemnified Party or breach of any U.S. federal or state securities

laws or the rules, regulations or applicable interpretations of the Securities and Exchange

Commission. The provisions of this paragraph shall survive the completion of the Transaction

contemplated by this Confirmation and any assignment and/or delegation of the Transaction

made pursuant to the ISDA Form or this Confirmation shall inure to the benefit of any permitted

assignee.

(e) Amendments to Equity Definitions.

(i) Section 11.2(a) of the Equity Definitions

is hereby amended by (i) replacing the words “a diluting or concentrative” with

the word “an” and adding the phrase “or such Transaction” at the

end thereof;

(ii) The first sentence of Section 11.2(c)

of the Equity Definitions, prior to clause (A) thereof, is hereby amended to read as follows:

‘(c) If “Calculation Agent Adjustment” is specified as the Method of Adjustment

in the related Confirmation of a Share Option Transaction or Share Forward Transaction, then,

following the announcement or occurrence of any Potential Adjustment Event, the Calculation

Agent will determine whether such Potential Adjustment Event has an economic effect on the

Transaction and, if so, will (i) make appropriate adjustment(s), if any, to any one or more

of:’ and the portion of such sentence immediately preceding clause (ii) thereof is

hereby amended by deleting the words “diluting or concentrative”.

(iii) Section 11.2(e)(vii) of the Equity

Definitions is hereby amended by (i) replacing the words “a diluting or concentrative”

with the word “an” and (ii) adding the phrase “or the relevant Transaction”

at the end thereof;

(iv) Section 12.6(a)(ii) of the Equity Definitions

is hereby amended by (i) deleting from the fourth line thereof the word “or”

after the word “official” and inserting a comma therefor, and (ii) deleting the

semi-colon at the end of subsection (B) thereof and inserting the following words therefor

“or (C) the occurrence of any of the events specified in Section 5(a)(vii)(1) through

(9) of the ISDA Form with respect to that Issuer”;

(v) Section 12.6(c)(ii) of the Equity Definitions

is hereby amended by replacing the words “the Transaction will be cancelled,”

in the first line with the words “Seller will have the right, which it must exercise

or refrain from exercising, as applicable, in good faith acting in a commercially reasonable

manner, to cancel the Transaction,”; and

(vi) Section 12.9(b)(i) of the Equity Definitions

is hereby amended by (i) replacing “either party may elect” with “Seller

may elect” and (ii) replacing “notice to the other party” with “notice

to Counterparty” in the first sentence of such section.

(f) Waiver of Jury Trial. Each

party waives, to the fullest extent permitted by applicable law, any right it may have to

a trial by jury in respect of any suit, action or proceeding relating to the Transaction.

Each party (i) certifies that no representative, agent or attorney of either party has represented,

expressly or otherwise, that such other party would not, in the event of such a suit, action

or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the

other party have been induced to enter into the Transaction, as applicable, by, among other

things, the mutual waivers and certifications provided herein.

(g) Attorney and Other Fees. In

the event of any legal action initiated by any party arising under or out of, in connection

with or in respect of, this Confirmation or the Transaction, the prevailing party shall be

entitled to reasonable attorneys’ fees, costs and expenses incurred in such action,

as determined and fixed by the court.

(h) Tax

Disclosure. Effective from the date of commencement of discussions concerning the

Transaction, Counterparty and each of its employees, representatives, or other agents may

disclose to any and all persons, without limitation of any kind, the tax treatment and tax

structure of the Transaction and all materials of any kind (including opinions or other tax

analyses) that are provided to Counterparty relating to such tax treatment and tax structure.

(i) Securities Contract; Swap Agreement.

The parties hereto intend for (i) the Transaction to be (a) a “securities contract”

as defined in the Bankruptcy Code, in which case each payment and delivery made pursuant

to the Transaction is a “termination value,” “payment amount” or

“other transfer obligation” within the meaning of Section 362 of the Bankruptcy

Code and a “settlement payment,” within the meaning of Section 546 of the Bankruptcy

Code, and (b) a “swap agreement” as defined in the Bankruptcy Code, with respect

to which each payment and delivery hereunder or in connection herewith is a “termination

value,” “payment amount” or “other transfer obligation” within

the meaning of Section 362 of the Bankruptcy Code and a “transfer,” as such term

is defined in Section 101(54) of the Bankruptcy Code and a “payment or other transfer

of property” within the meaning of Sections 362 and 546 of the Bankruptcy Code, and

the parties hereto to be entitled to the protections afforded by, among other Sections, Sections

362(b)(6), 362(b)(17), 546(e), 546(g), 555 and 560 of the Bankruptcy Code, (ii) a party’s

right to liquidate, terminate and accelerate the Transaction and to exercise any other remedies

upon the occurrence of any Event of Default under the ISDA Form with respect to the other

party to constitute a “contractual right” as described in the Bankruptcy Code,

and (iii) each payment and delivery of cash, securities or other property hereunder to otherwise

constitute a “margin payment” or “settlement payment” and a “transfer”

as defined in the Bankruptcy Code.

(i) Process Agent.

For the purposes of Section 13(c) of the ISDA Form:

Seller appoints as its Process Agent: None

Counterparty appoints as its Process Agent: None.

[Signature page follows]

Please confirm that the foregoing correctly sets forth the

terms of our agreement by executing a copy of this Confirmation and returning it to us at your earliest convenience.

Very

truly yours,

HARRADEN

CIRCLE INVESTORS, LP

HARRADEN

CIRCLE SPECIAL

OPPORTUNITIES,

HARRADEN

CIRCLE STRATEGIC

INVESTMENTS,

HARRADEN

CIRCLE CONCENTRATED,

By:

/s/ Frederick V. Fortmiller

Name:

Frederick

V. Fortmiller

Title:

Authorized

Signatory

Agreed and accepted by:

Haymaker Acquisition Corp. 4

By:

/s/ Christopher

Bradley

Name:

Christopher Bradley

Title:

Chief Executive Officer and Chief Finanical Officer

Concrete Partners Holding, LLC

By:

Name:

Title:

Suncrete, Inc.

By:

/s/ Christopher Bradley

Name:

Christopher Bradley

Title:

Vice President

SCHEDULE A

FORM OF PRICING DATE NOTICE

Date: April [*], 2026

To: Haymaker Acquisition Corp. 4, a Cayman Islands exempted company (“Counterparty”)

Address:

Phone:

From: Harraden Circle Investors,

LP, Harraden Circle Special Opportunities, LP, Harraden Circle Strategic Investments, LP,

and Harraden Circle Concentrated, LP (collectively “Seller”)

Re: OTC Equity Prepaid Forward Transaction

1. This Pricing Date Notice supplements, forms

part of, and is subject to the Confirmation Re: Prepaid Share Forward Transaction, dated

as of April 6, 2026 (the “Confirmation”), between Counterparty and Seller,

as amended and supplemented from time to time. All provisions contained in the Confirmation

govern this Pricing Date Notice except as expressly modified below.

2. The purpose of this Pricing

Date Notice is to confirm certain terms and conditions relating to the transaction described

in the Confirmation.

Number of Shares:[____]

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2611164d1_ex99-1.htm · Sequence: 3

Exhibit 99.1

NON-REDEMPTION AGREEMENT

THIS NON-REDEMPTION AGREEMENT

(this “Agreement”), dated as of April 1, 2026, is made by and between Haymaker Acquisition Corp. 4, a Cayman

Islands exempted company (the “Company”) and the undersigned shareholder (the “Holder”).

RECITALS

WHEREAS, the Company has entered

into the Business Combination Agreement (“Business Combination Agreement”), dated as of October 9, 2025,

with Concrete Partners Holding, LLC (the “Target”) and certain other persons, which provides, among other things,

for the business combination of the Company and the Target (collectively, the “Business Combination”);

WHEREAS, the Company’s

amended and restated memorandum and articles of association, as amended (the “Articles”), provides that a shareholder

of the Company may redeem its Class A ordinary shares, par value $0.0001 per share, initially sold as part of the units in the Company’s

initial public offering (whether they were purchased in such initial public offering or thereafter in the open market) (the “Public

Shares”) in connection with the consummation of the Business Combination, on the terms set forth in the Articles (“Redemption

Rights”);

WHEREAS, Holder exercised

its Redemption Rights with respect to 250,000 Public Shares held by it and/or its controlled affiliates as of the date hereof (the “Holder’s

Shares”) and wishes to reverse such exercise (the “Redemption Reversal”), and to agree not to

further exercise its Redemption Rights with respect to the Holder’s Shares, to hold the Holder’s Shares through the consummation

of the Business Combination (the “Closing Date”), and to agree to vote the Holder’s Shares in favor of

the Business Combination and related matters set forth herein, all in consideration for the Payment (as defined below).

NOW, THEREFORE, in consideration

of the foregoing and the mutual acknowledgments, understandings, and agreements contained in this Agreement and for other good and valuable

consideration, the receipt and adequacy of which are hereby acknowledged, the Company and Holder hereby agree as follows:

1. Representations and Warranties of Holder. Holder represents

and warrants that:

(a) Following the Redemption Reversal, Holder

and/or certain of its controlled affiliates beneficially own the Holder’s Shares.

(b) If Holder is a natural

person, he or she has all the requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement,

to perform his or her obligations hereunder and to consummate the transactions contemplated hereby. If Holder is not a natural person,

(i) it is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the

laws of the jurisdiction of its organization and (ii) has all requisite corporate or other power and authority and has taken all

corporate or other action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the

transactions contemplated hereby. This Agreement has been duly executed and delivered by Holder and, assuming due authorization and execution

by each other party hereto, constitutes a valid and binding agreement of Holder enforceable against Holder in accordance with its terms,

subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’

rights generally and subject, as to enforceability, to general principles of equity.

delivery of this Agreement by Holder does not, and the performance by Holder of its obligations hereunder will not, (i) conflict

with or result in a violation of the organizational documents of Holder (if Holder is not a natural person) or applicable law to which

Holder or the Holder’s Shares is subject, or (ii) require any consent or approval that has not been given or other action that

has not been taken by any Person (including under any contract binding upon Holder or any Holder’s Shares), in each case, to the

extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Holder of its obligations under

this Agreement.

(d) As of the date of

this Agreement, (i) there is no action, claim, suit, audit, assessment, arbitration, mediation or inquiry, or any proceeding or investigation,

by or before any governmental authority pending against Holder or, to the knowledge of Holder, threatened against Holder and (ii) Holder

is not a party to or subject to the provisions of any order, judgment, injunction, decree, writ, stipulation, determination or award,

in each case, entered by or with any governmental authority, in each case, that questions the beneficial or record ownership of the Holder’s

Shares or the validity of this Agreement or would reasonably be expected to prevent or materially delay, impair or adversely affect the

performance by Holder of its obligations under this Agreement.

2. Redemption Reversal and Waiver of Redemption Rights.

(a) Holder shall promptly

take all such actions as may be necessary to effectuate the Redemption Reversal, including submitting or causing its broker to submit

a reversal demand to, and all paperwork in connection therewith requested by, the Company’s transfer agent.

(b) Holder acknowledges

that, following the Redemption Reversal, it has Redemption Rights with respect to Holder’s Shares pursuant to the Articles. Holder

covenants and agrees, for the benefit of the Company, that neither it nor any of its controlled affiliates shall exercise any Redemption

Rights under the Articles with respect to the Holder’s Shares following the Redemption Reversal.

affiliates shall not directly or indirectly Transfer the Holder’s Shares at any time following the Redemption Reversal through the

Closing Date. As used herein, “Transfer” shall mean the following: (i) sale

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 Securities Exchange Act of 1934, as amended, and the rules and

regulations of the United States Securities and Exchange Commission (“SEC”) promulgated thereunder with respect

to, any of the Holder’s Shares, (ii) 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 of the Holder’s Shares, whether any such transaction is to be settled by delivery

of such securities, in cash or otherwise, or (iii) public announcement of any intention to effect any transaction specified in clause

(i) or (ii).

(d) In furtherance of

the covenants in paragraphs 2(b) and 2(c): (x) Holder hereby irrevocably waives, on behalf of itself and its controlled affiliates,

the Redemption Rights, and irrevocably constitutes and appoints the Company and its designees, with full power of substitution, as its

(and its controlled affiliates’) true and lawful agent and attorney-in-fact, with full power and authority in its name, place and

stead, to revoke any redemption election made in contravention of paragraph 2(b) above with respect to any Holder’s Shares

and to cause the Company’s transfer agent to fail to redeem such Holder’s Shares in connection with the Business Combination,

(y) Holder shall deliver such documentation as is reasonably requested by the Company to evidence that none of the Holder’s

Shares have been redeemed or Transferred, and (z) in the event of a breach of paragraph 2(a), 2(b), or 2(c) with respect to

any Holder’s Shares (the “Transferred/Redeemed Shares”), Holder unconditionally and irrevocably agrees

to, or to cause one or more of its affiliates to, subscribe for and purchase from the Company (or from its assignee(s) or designee(s))

prior to the Closing Date a number of Class A ordinary shares of the Company equal to the number of such Transferred/Redeemed Shares,

for a per share purchase price equal to the amount to be received by public shareholders of the Company exercising their Redemption Rights

in connection with the Business Combination.

(e) The Company acknowledges

and agrees that the Holder and/or its controlled affiliates may own additional Public Shares in excess of the Holder’s Shares (the

“Other Shares”) and that nothing herein shall restrict any rights of the Holder with respect to such Other Shares

including, without limitation, the Redemption Rights or to otherwise exercise any right with respect to such Other Shares. Holder acknowledges

that it will not receive any Payment with respect to any Other Shares.

3. Agreement to Vote. Holder covenants and agrees that its controlled

affiliates shall:

(a) vote (or cause to

be voted) or execute and deliver a written consent (or cause a written consent to be executed and delivered) at any meeting of the shareholders

of the Company, however called, or at any adjournment thereof, or in any other circumstance in which the vote, consent or other approval

of the shareholders of the Company is sought, all of the Holder’s Shares (i) in favor of the Business Combination Agreement,

the Business Combination and each other proposal brought by the Company in connection with the Business Combination, (ii) in favor

of any proposal brought by the Company to adjourn the shareholder meeting called in connection with the Business Combination, (iii) against

any proposal in opposition to approval of the Business Combination or in competition with or inconsistent with the Business Combination

or the transactions contemplated thereby, and (iv) against any proposal, action or agreement that would (1) impede, frustrate,

prevent or nullify any provision of this Agreement or the transactions contemplated hereby, or (2) change in any manner the dividend

policy or capitalization of, including the voting rights of any class of capital shares of, the Company; and

(b) appear at any meeting

of the shareholders of the Company, however called, or at any adjournment thereof, in person or by proxy, or otherwise cause all of the

Holder’s Shares to be counted as present thereat for purposes of establishing a quorum.

4. Covenants of the Holder. Holder hereby

agrees to permit the Company to publish and disclose Holder’s identity, ownership of the Holder’s Shares and any Other Shares

and the nature of Holder’s commitments, arrangements and understandings under this Agreement and a copy of this Agreement, in (a) the

proxy materials filed by the Company with the SEC in connection with the Business Combination, (b) any Form 8-K filed by the

Company with the SEC in connection with the execution and delivery of this Agreement, or in connection with the Business Combination,

and (c) any other documents or communications provided by the Company or the Company to any governmental authority or to the Holder,

in each case, to the extent required by the federal securities laws or the SEC or any other securities authorities. Holder agrees that

it shall not, and shall cause its Affiliates not to, indirectly accomplish or attempt to accomplish that which it is not permitted to

accomplish directly under this Agreement.

5. Closing Payment. Conditioned upon the

Holder delivering evidence reasonably satisfactory to the Company that the Holder has completed the Redemption Reversal and, following

the Redemption Reversal has continued to hold the Holder’s Shares through the Closing Date and has complied with each of the covenants

set forth in paragraphs 2 and 3 of this Agreement, within two business days following the Closing Date the Company shall pay to the Holder,

by wire transfer of immediately available funds to account(s) designated by the Holder, an amount in cash equal to the product of

(a) the excess of (i) the redemption price per Public Share paid by the Company to redeeming shareholders in satisfaction of

their Redemption Rights over (ii) $10.75, multiplied by (b) the Holder’s Shares (the “Payment”).

6. Miscellaneous.

(a) Holder acknowledges

that the Company will rely on the representations, warranties, acknowledgments, understandings and agreements contained in this Agreement.

Holder agrees to promptly notify the Company if any of the representations, warranties, acknowledgments, understandings or agreements

set forth herein are no longer accurate in all material respects.

(b) Each of the Company

and the Holder is entitled to rely upon this Agreement and is irrevocably authorized to produce this Agreement or a copy hereof to any

interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

nor any rights that may accrue to Holder hereunder may be transferred or assigned. Neither this Agreement nor any rights that may accrue

to the Company hereunder may be transferred or assigned.

(d) This Agreement may

not be modified, waived or terminated except by an instrument in writing, signed by the party against whom enforcement of such modification,

waiver, or termination is sought.

(e) This Agreement constitutes

the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral,

among the parties, with respect to the subject matter hereof.

(f) Except as otherwise

provided herein, this Agreement shall be binding upon, and inure to the benefit of the parties hereto and their heirs, executors, administrators,

successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments

contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives

and permitted assigns,

(g) Holder acknowledges

that the Company has established a trust account containing the proceeds of its initial public offering and from certain private placements

(collectively, with interest accrued from time to time thereon, the “Trust Account”). Holder agrees that, as

a result of entering into this Agreement, (i) it has no right, title, interest or claim of any kind in or to any monies held in the

Trust Account, and (ii) it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”)

to, or to any monies in, the Trust Account, in each case in connection with this Agreement, and hereby irrevocably waives any Claim to,

or to any monies in, the Trust Account that it may have in connection with this Agreement or otherwise; provided, that such release

and waiver of Claims shall not include any rights or claims of Holder or any of its controlled affiliates to exercise Redemption Rights

with respect to the Other Shares. In the event Holder has any Claim against the Company, Holder shall pursue such Claim solely against

the Company’s assets outside the Trust Account and not against the property or any monies in the Trust Account. Holder agrees and

acknowledges that such waiver is material to this Agreement and has been specifically relied upon by the Company to induce the Company

to enter into this Agreement and Holder further intends and understands such waiver to be valid, binding and enforceable under applicable

law. In the event Holder commences any action or proceeding which seeks, in whole or in part, relief against the funds held in the Trust

Account or distributions therefrom or any of the Company’s shareholders, whether in the form of monetary damages or injunctive relief,

Holder shall be obligated to pay to the Company all of its legal fees and costs reasonably incurred in connection with any such action

in the event that the Company prevails in such action or proceeding.

(h) If any provision

of this Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of

this Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect.

(i) This Agreement may

be executed in two (2) or more counterparts (including by electronic means), all of which shall be considered one and the same agreement

and shall become effective when signed by each of the parties and delivered to the other parties, it being understood that all parties

need not sign the same counterpart.

(j) Holder shall pay

all of its own expenses in connection with this Agreement and the transactions contemplated hereby.

(k) Any notice or communication

required or permitted hereunder shall be in writing and either delivered personally, emailed, sent by overnight mail via a reputable overnight

carrier, or sent by certified or registered mail, postage prepaid, and shall be deemed to be given and received (a) when so delivered

personally, (b) when sent, with no mail undeliverable or other rejection notice, if sent by email, or (c) five (5) business

days after the date of mailing to the address below or to such other address or addresses as such person may hereafter designate by notice

given hereunder:

If to Holder, to such address

or addresses set forth on the signature page hereto;

If to the Company, to:

Haymaker Acquisition Corp. 4

324 Royal Palm Way, Suite 300-i

Palm Beach, Florida 33480

Attention: Christopher Bradley

Email: cbradley@mistralequity.com

with a required copy to (which copy shall not constitute

notice):

DLA Piper LLP (US)

1251 Avenue of the Americas, 27th Floor

Attention: Sidney Burke, Stephen P. Alicanti

Email: sidney.burke@us.dlapiper.com, stephen.alicanti@us.dlapiper.com

(l) The parties agree

that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that

the parties do not perform their obligations under the provisions of this Agreement (including failing to take such actions as are required

of them hereunder to consummate this Agreement) in accordance with its specified terms or otherwise breach such provisions. The parties

acknowledge and agree that (i) the parties shall be entitled to an injunction, specific performance, or other equitable relief, to

prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, without proof of damages, this being in

addition to any other remedy to which they are entitled under this Agreement, and (ii) the right of specific enforcement is an integral

part of the transactions contemplated by this Agreement and without that right, none of the parties would have entered into this Agreement.

Each party agrees that it will not oppose the granting of specific performance and other equitable relief on the basis that the other

parties have an adequate remedy at law or that an award of specific performance is not an appropriate remedy for any reason at law or

equity. The parties acknowledge and agree that any party seeking an injunction to prevent breaches of this Agreement and to enforce specifically

the terms and provisions of this Agreement in accordance with this paragraph 6(l) shall not be required to provide any bond or other

security in connection with any such injunction.

(n) This Agreement, and

all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby, shall

be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to principles or rules of

conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction.

(o) Any claim, action,

suit, assessment, arbitration or proceeding based upon, arising out of or related to this Agreement, or the transactions contemplated

hereby, shall be brought in the State of New York, and each of the parties irrevocably submits to the exclusive jurisdiction of each such

court in any such claim, action, suit, assessment, arbitration or proceeding, waives any objection it may now or hereafter have to personal

jurisdiction, venue or to convenience of forum, agrees that all claims in respect of such claim, action, suit, assessment, arbitration

or proceeding shall be heard and determined only in any such court, and agrees not to bring any claim, action, suit, assessment, arbitration

or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein

contained shall be deemed to affect the right of any party to serve process in any manner permitted by law, or to commence legal proceedings

or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any claim, action,

suit, assessment, arbitration or proceeding brought pursuant to this paragraph 6(n). EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES

ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED

HEREBY.

(p) Holder hereby covenants

and agrees that, except for this Agreement, it (i) shall not enter into at any time while this Agreement remains in effect, any voting

agreement or voting trust with respect to the Holder’s Shares and (ii) shall not grant at any time while this Agreement remains

in effect a proxy, consent or power of attorney with respect to the Holder’s Shares that is inconsistent with this Agreement.

(q) Nothing contained

in this Agreement shall be deemed to vest in the Company or its subsidiaries any direct or indirect ownership or incidence of ownership

of or with respect to the Holder’s Shares. All rights, ownership and economic benefits of and relating to the Holder’s Shares

of the Holder shall remain fully vested in and belong to the Holder, and none of the Company or its subsidiaries shall have no authority

to direct the Holder in the voting or disposition of any of the Holder’s Shares, except as otherwise provided herein.

(r) Holder hereby agrees

that its representations, warranties and covenants set forth herein are solely for the benefit of the Company and its subsidiaries in

accordance with and subject to the terms of this Agreement, and this Agreement is not intended to, and does not, confer upon any person

other than the parties hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties set

forth herein, and the parties hereto hereby further agree that this Agreement may only be enforced against, and any action that may be

based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made

against, the persons expressly named as parties hereto.

(s) If any provision

of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement shall

remain in full force and effect. The parties further agree that if any provision contained herein is, to any extent, held invalid or unenforceable

in any respect under the laws governing this Agreement, they shall take any actions necessary to render the remaining provisions of this

Agreement valid and enforceable to the fullest extent permitted by law and, to the extent necessary, shall amend or otherwise modify this

Agreement to replace any provision contained herein that is held invalid or unenforceable with a valid and enforceable provision giving

effect to the intent of the parties.

(t) This Agreement and

the obligations of each of the parties hereunder shall terminate upon the earlier to occur of (i) the termination of the Business

Combination Agreement, (ii) the liquidation or dissolution of the Company, or (iii) the mutual written agreement of the parties

hereto.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to

be executed as of the date first above written.

COMPANY:

HAYMAKER ACQUISITION CORP. 4

By:

Name:

Title:

HOLDER:

[ ]

By:

Name:

Title:

Address for Notices:

Attention:

Email:

[Signature Page to Non-Redemption Agreement]

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