Form 8-K

8-K — Haymaker Acquisition Corp. 4

Accession: 0001104659-26-038123

Filed: 2026-04-01

Period: 2026-03-26

CIK: 0001970509

SIC: 6770 (BLANK CHECKS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2610814d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2610814d1_ex99-1.htm)

EX-99.2 — EXHIBIT 99.2 (tm2610137d1_ex99-2.htm)

EX-99.3 — EXHIBIT 99.3 (tm2610137d1_ex99-3.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2610814d1_8k.htm · Sequence: 1

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2026-03-26

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2026-03-26

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2026-03-26

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

March

26, 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”).

On March 26, 2026, PubCo entered into a Securities

Exchange Agreement (the “Exchange Agreement”) with holders of Suncrete’s Senior Preferred Units (the “Senior Preferred

Units”), pursuant to which PubCo agreed to issue an aggregate of 26,000 shares of Series A Convertible Perpetual Preferred Stock,

par value $0.0001 per share (the “Series A Preferred Stock”), to such Senior Preferred Unit holders in exchange for their

Senior Preferred Units (the “Exchange”). The Exchange will occur automatically immediately prior to the closing of the Acquisition

Merger (as defined in the Business Combination Agreement), following the acceptance by the Secretary of State of the State of Delaware

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

obligations of each of the parties to consummate the Exchange is subject to condition that as of the closing of the Exchange, the Available

Cash (as such term is defined in the Business Combination Agreement) is less than $250.0 million.

The voting powers, designations, preferences,

limitations, restrictions and relative rights of the Series A Preferred Stock are set forth in the form of Certificate of Designation.

The Series A Preferred Stock initially accrues dividends at an annual rate of 9.0%, compounded quarterly. The liquidation preference of

each share of Series A Preferred Stock is an amount equal to $1,000.00 per share plus all accrued and unpaid dividends thereon (the “Liquidation

Preference”). The Series A Preferred Stock is convertible, at the option of the holder, into shares of PubCo Class A Common Stock

at the greater of (i) $18.00 per share of PubCo Class A Common Stock and (ii) the per share volume-weighted average price for the five

consecutive trading days ending on and including the trading day immediately preceding the date of conversion. In addition, at any time

and from time to time on or after the Original Issuance Date (as defined in the Certificate of Designation), PubCo may, at its option,

redeem any or all of the outstanding shares of Series A Preferred Stock on a pro rata basis by paying the holders an amount in cash equal

to the Liquidation Preference per share on the date fixed for redemption plus accrued and unpaid dividends thereon.

The foregoing descriptions of the Exchange Agreement

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

the forms thereof, which are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated by reference herein.

Item 3.02

Unregistered Sales of Equity Securities.

The information set forth above in Item 1.01 of

this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

In connection with the Business Combination, Haymaker

and PubCo previously entered into subscription agreements with certain accredited investors and qualified institutional buyers (collectively,

the “PIPE Investors”) for an aggregate commitment amount of approximately $105.5 million in shares of PubCo Class A Common

Stock and, in certain circumstances, Pre-Funded Common Stock Purchase Warrants to purchase PubCo Class A Common Stock (the “PIPE

Investment”). On March 27, 2026, Haymaker and PubCo entered into a subscription agreement (the “New Subscription Agreement”)

with an additional PIPE Investor for a commitment amount of $61.6 million, bringing the aggregate total subscription amount of the PIPE

Investment to $167.1 million. Haymaker and PubCo have also agreed to afford the existing PIPE Investors the benefit of the additional

rights set forth in the New Subscription Agreement.

The foregoing description of the New Subscription

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

attached hereto as Exhibit 99.3.

The Series A Preferred Stock and the securities

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

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

Item 7.01

Regulation FD Disclosure.

The information set forth above in Item 1.01 and

Item 3.02 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01.

Haymaker has determined to postpone the date of

its special meeting of warrantholders to be held in connection with the Business Combination (the “Warrantholder Meeting”)

from March 30, 2026 to April 2, 2026. As a result of this change, the Warrantholder Meeting will now be held at 9:00 a.m. New York Time

on April 2, 2026, or such other date and at such other place to which the Warrantholder Meeting may be postponed or adjourned.

Haymaker has determined to postpone the date of

its extraordinary general meeting of shareholders to be held in connection with the Business Combination (the “Shareholder Meeting”)

from March 30, 2026 to April 2, 2026. As a result of this change, the Shareholder Meeting will now be held at 10:00 a.m. New York Time

on April 2, 2026, or such other date and at such other place to which the Warrantholder Meeting may be postponed or adjourned.

As a result of the postponement, the previously

disclosed deadline of March 26, 2026 for delivery of redemption requests has been extended to April 1, 2026. Shareholders who wish to

withdraw their previously submitted redemption requests may ask to do so prior to the postponed meeting by directly contacting and requesting

that Continental Stock Transfer and Trust Company, the Company’s transfer agent, return such shares by 5:00 p.m. New York Time on

April 1, 2026. Shareholders who do not wish to withdraw their previously submitted redemption requests need not take any further action.

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 Haymaker’s shareholder meeting

to vote on the Business Combination 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.

Participants in Solicitation

Haymaker, PubCo and their respective directors,

executive officers and certain other members of management and employees may be deemed under SEC rules to be participants in the solicitation

of proxies from Haymaker’s shareholders in connection with the Business Combination. Information regarding the persons who may be

considered participants in the solicitation of proxies in connection with the Business Combination, including a description of their direct

or indirect interests, by security holdings or otherwise, is set forth in the proxy statement/prospectus and other relevant materials

filed with the SEC. Information regarding the directors and executive officers of Haymaker is set forth in Part III, Item 10. Directors,

Executive Officers and Corporate Governance of Haymaker’s Annual Report on Form 10-K for the year ended December 31, 2024. These

documents can be obtained free of charge from the sources indicated above.

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) and the approval of Haymaker’s shareholders and warrantholders;

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

99.1

Exchange Agreement.

99.2

Certificate of Designation.

99.3

New Subscription 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 1, 2026

By:

/s/ Christopher Bradley

Name:

Christopher Bradley

Title:

Chief Executive Officer and Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2610814d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Execution Version

SECURITIES EXCHANGE AGREEMENT

This SECURITIES EXCHANGE

AGREEMENT (this “Agreement”) is made as of March 26, 2026, by and among Suncrete, Inc., a Delaware corporation

(the “Company”), and the undersigned holders of all of the Senior Preferred Units (the “Senior Preferred

Units”) of Concrete Partners Holding, LLC, a Delaware limited liability company (“CPH”), identified

on the signature page hereto (each, an “Exchanging Holder” and collectively, the “Exchanging Holders”).

RECITALS

WHEREAS, CPH previously

issued 26,000,000 Senior Preferred Units to the Exchanging Holders pursuant to the Amended and Restated Limited Liability Company Agreement

of CPH, dated as of July 29, 2024 (as amended, restated, supplemented, or otherwise modified from time to time, the “Company

Agreement”), in the amounts set forth opposite such Exchanging Holder’s name on Exhibit A hereto;

WHEREAS, the Company

desires to acquire, and each Exchanging Holder desires to exchange, such Exchanging Holder’s Senior Preferred Units set forth opposite

such Exchanging Holder’s name on Exhibit A (the “Exchanged Units”) for an aggregate of 26,000 shares

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

with each Exchanging Holder entitled to receive the number of shares of Series A Preferred Stock set forth on Exhibit A attached

hereto, the designation, powers, privileges, preferences and relative participating, optional or other rights, if any, and the qualifications,

limitations or restrictions of which are set forth in the Certificate of Designation of the Series A Convertible Perpetual Preferred Stock

(the “Series A Certificate of Designation”) substantially in the form attached hereto as Exhibit B pursuant

to the terms and conditions set forth in this Agreement;

WHEREAS, each of the

investors is an accredited investor, and the Exchange (as defined below) is being undertaken in reliance on the exemption from registration

provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b)

promulgated thereunder;

WHEREAS, each of the

parties agrees that for U.S. federal income tax purposes, it is intended that the Initial Merger, the Acquisition Merger, the PIPE Investment

(as each such term is defined in the Business Combination Agreement (defined below)) and the Exchange be treated as integrated transactions

constituting a single exchange as described in Section 351 of the Internal Revenue Code of 1986, as amended (the “Code”);

and

WHEREAS, the Exchange

is permitted by that certain Credit Agreement, dated as of July 29, 2024, as amended by that certain First Amendment and Commitment Increase

to Credit Agreement, dated as of October 17, 2025, as further amended by that certain Consent and Second Amendment to Credit Agreement

and First Amendment to Pledge and Security Agreement, effective as of the Second Amendment Effective Date (as defined therein) (collectively,

the “Credit Agreement”).

NOW, THEREFORE, in

consideration of the mutual covenants, agreements, representations, and warranties contained herein, and for other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

AGREEMENT

ARTICLE I.

EXCHANGE

1.01

The Exchange. Subject to the terms and conditions of this Agreement, at the Closing (as defined below), the Company and

each Exchanging Holder shall transfer, assign, convey, and deliver to the Company, free and clear of all liens, all of such Exchanging

Holder’s right, title, and interest in the Exchanged Units, and, in exchange therefor, the Company shall issue and deliver to each

Exchanging Holder the number of shares of Series A Preferred Stock determined by dividing such Exchanging Holder’s Exchanged Units

by 1,000 (collectively, the “Exchange”) and reflected on Exhibit A attached hereto. Each Exchanging Holder

hereby agrees that in connection with the filing of the Series A Certificate of Designation and upon and subject to the Accrued Dividends

payment pursuant to Section 1.03 and the Closing, all of CPH’s and the Company’s obligations to the Exchanging Holders under

the terms and conditions of the Company Agreement shall be automatically terminated and cancelled in full without any further action required.

1.02

Filing of Certificate of Designation. Prior to the Closing, the Company shall cause to be filed with the Secretary of State

of the State of Delaware the Series A Certificate of Designation.

1.03           Accrued

Dividend Payment. On or prior to the Closing, any and all dividends that have accrued on the Senior Preferred Units through

Closing (the “Accrued Dividends”) shall be paid by the Company to each Exchanging Holder in cash by wire

transfer of immediately available funds to an account designated by such Exchanging Holder pursuant to the Company Agreement.

1.04

Closing. The Exchange (the “Closing”) shall occur automatically following the acceptance by the

Secretary of State of the State of Delaware of the Series A Certificate of Designation and immediately prior to the closing of the Acquisition

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

by and among Haymaker Acquisition Corp. 4 (“SPAC”), the Company, Haymaker Merger Sub I, Inc., Haymaker Merger

Sub II, LLC, and CPH (the Company’s business combination pursuant to the Business Combination Agreement, the “Business

Combination”).

1.05

Delivery. In the Exchange, the Company shall, at the Closing, issue and deliver (or cause to be issued and delivered) the

shares of Series A Preferred Stock to the Exchanging Holders in book-entry form. The Securities (as defined below) shall contain any restrictive

legends required by the Securities Act. Each Exchanging Holder shall surrender and deliver (or cause to be surrendered and delivered)

to the Company certificates representing the Senior Preferred Units (including any rights associated with such Senior Preferred Units)

or, if the Senior Preferred Units are held in book-entry form, the Senior Preferred Units shall be deemed to be surrendered and delivered

on the books of the Company’s transfer agent. For the avoidance of doubt, as of the Closing, all of the Exchanging Holders’

rights under the terms and conditions of the Company Agreement shall be extinguished.

1.06

Tax Treatment. For U.S. federal (and applicable state and local) income tax purposes, the Company and the Exchanging

Holders agree that the Exchange is intended to be treated as a contribution by the Exchanging Holders of the Exchanged Units to the Company

pursuant to a transaction that is treated, together with the Initial Merger, the Acquisition Merger and the PIPE Investment (as each such

term is defined in the Business Combination Agreement) as a series of integrated transactions constituting a single exchange that qualifies

for tax-deferred treatment pursuant to Section 351(a) of the Code. Neither the Company nor any Exchanging Holder shall take any position

inconsistent with such tax treatment on any tax return or pursuant to any legal proceeding, except as otherwise required by a determination

within the meaning of Section 1313(a) of the Code.

1.07

Other Documents. The Company and the Exchanging Holders shall execute and/or deliver such other documents and agreements

as are reasonably necessary to effectuate the Exchange pursuant to the terms of this Agreement.

ARTICLE II.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and

warrants to each Exchanging Holder as of the date hereof as follows:

2.01

Organization, Good Standing and Power. The Company is a corporation duly incorporated, validly existing and in good standing

under the laws of the State of Delaware and has the requisite corporate power to own, lease and operate its properties and assets and

to conduct its business as it is now being conducted.

2.02

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and perform this Agreement

and to issue the Securities in accordance with the terms hereof. The execution, delivery and performance of this Agreement by the Company

and the consummation by it of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action

of the Company, and no further consent or authorization of the Company or its board of directors or stockholders is required. When executed

and delivered by the Company, this Agreement shall constitute a valid and binding obligation of the Company, enforceable against the Company

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

conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and remedies

or by other equitable principles of general application.

2.03

No Conflicts. The execution, delivery, and performance of this Agreement by the Company does not and will not (a) violate

or conflict with the certificate of incorporation or bylaws of the Company; (b) violate any law, rule, regulation, order, judgment, or

decree applicable to the Company; or (c) conflict with, result in a breach of, or constitute a default under any material contract, agreement,

or instrument to which the Company is a party or by which the Company is bound, except to the extent that it would not have a material

adverse effect upon the ability of the Company to consummate the Exchange.

2.04

No General Solicitation. Neither the Company nor any person acting on behalf of the Company has offered or sold any of the

Securities by any form of general solicitation or general advertising. The Company is an “accredited investor” within the

meaning of Rule 501 under the Securities Act. The Company has offered the Securities for sale only to accredited investors.

2.05

Investment Company. The Company is not, and is not an affiliate of, and immediately after receipt of payment for the Securities,

will not be or be an affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended

(the “Investment Company Act”). The Company shall conduct its business in a manner so that it will not become

an “investment company” subject to registration under the Investment Company Act of 1940, as amended.

2.06

Issuance of Securities. The shares of Series A Preferred Stock to be issued to the Exchanging Holders at the Closing have

been duly authorized and, when issued and delivered in accordance with this Agreement, will be validly issued, fully paid, and nonassessable.

The Class A Common Stock, par value $0.001 per share, of the Company underlying the Series A Preferred Stock (the “Class A

Common Stock”) has been duly authorized and, when issued upon conversion of the Series A Preferred Stock in accordance with

its terms, shall be validly issued, fully paid and nonassessable.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES OF THE EXCHANGING HOLDERS

Each Exchanging Holder represents

and warrants to the Company, severally and not jointly, as of the date hereof as follows:

3.01

Organization and Standing of the Exchanging Holder. If the Exchanging Holder is an entity, it is duly organized, validly

existing and in good standing under the laws of the jurisdiction of its organization.

3.02

Authorization and Power. Such Exchanging Holder has the requisite power and authority to enter into and perform this Agreement

and to sell, assign, transfer and deliver its Senior Preferred Units hereunder. If it is an entity, the execution, delivery and performance

of this Agreement by such Exchanging Holder and the consummation by it of the transactions contemplated hereby have been duly authorized

by all necessary action and in accordance with the laws of its jurisdiction of formation, and no further consent or authorization of such

Exchanging Holder or its board of managers or similar governing body or equity holders is required to enter into and perform this Agreement.

If Exchanging Holder is an individual, the Exchanging Holder’s signature on this Agreement is genuine, and the Exchanging Holder

has legal competence and capacity to execute the same. When executed and delivered by such Exchanging Holder, this Agreement shall constitute

the valid and binding obligations of such Exchanging Holder enforceable against such Exchanging Holder in accordance with its terms, except

as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship,

receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and remedies or by other

equitable principles of general application.

3.03

No Conflicts. The execution, delivery, and performance of this Agreement by such Exchanging Holder does not and will not

(a) if it is an entity, conflict with or result in any violation of, breach of default by such Exchanging Holder (with or without notice

or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation, under any provision

of any organizational documents of the Exchanging Holder, including, without limitation, its incorporation or formation papers, bylaws,

indenture, or trust, partnership or operation agreement, as may be applicable, (b) violate any law, rule, regulation, order, judgment,

or decree applicable to such Exchanging Holder; or (c) conflict with, result in a breach of, or constitute a default under any contract,

agreement, or instrument to which such Exchanging Holder is a party or by which such Exchanging Holder or such Exchanging Holder’s

Senior Preferred Units are bound.

3.04

Ownership. Such Exchanging Holder is the sole owner of all right, title and interest in and to the Senior Preferred Units

as set forth opposite such Exchanging Holder’s name on Exhibit A under the column “Senior Preferred Units”, free

and clear of all liens, and such amount of Senior Preferred Units set forth opposite such Exchanging Holder’s name on Exhibit

A constitutes all of such Exchanging Holder’s Senior Preferred Units.

3.05

Accredited Investor Status. Such Exchanging Holder is an “accredited investor” as defined in Rule 501(a) of

Regulation D promulgated under the Securities Act and has such knowledge and experience in financial and business matters as to be able

to protect its own interests in connection with an investment in the Securities. The Exchanging Holder has not been organized or reorganized

(as such terms are interpreted under the Investment Company Act) for the specific purpose of acquiring the Securities (as defined below)

or otherwise investing in the Company.

3.06

Investment Intent. Such Exchanging Holder is acquiring the Series A Preferred Stock as principal for its own account and

has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Series

A Preferred Stock. Such Exchanging Holder is acquiring the Series A Preferred Stock hereunder for its personal account for investment

purposes or in the ordinary course of its business.

3.07

Sophistication. Such Exchanging Holder or, if the Exchanging Holder is a trust, such Exchanging Holder’s trustee directing

the purchase of the Securities, has such knowledge and experience in financial and business matters that such Exchanging Holder is capable

of evaluating the merits and risks of an investment in the Series A Preferred Stock. Such Exchanging Holder has been afforded the opportunity

to ask questions of, and receive answers from, the management of the Company concerning this investment and has been provided access to

information about the Company sufficient to enable such Exchanging Holder to evaluate the merits and risks of this investment. Such Exchanging

Holder has reviewed the Registration Statement on Form S-4 filed with the U.S. Securities and Exchange Commission (the “SEC”)

on November 12, 2025, as amended, and declared effective on February 12, 2026, the accompanying prospectus, all supplements thereto and

any other offering document used in connection with the Business Combination filed with the SEC and has been furnished with all other

materials that it considers relevant to an investment in the Securities.

3.08

Securities Not Registered. The Exchanging Holder understands that (i) the sale or resale of the shares of Series A Preferred

Stock and the shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock (collectively, the “Securities”)

have not been registered under the Securities Act or any applicable state securities laws, and the Securities may not be transferred unless

(a) the Securities are sold pursuant to an effective registration statement under the Securities Act, (b) such Exchanging Holder shall

have delivered to the Company an opinion of counsel (which may be counsel to the Company) that shall be in form, substance and scope customary

for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred

pursuant to an exemption from such registration, or (c) the Securities are sold pursuant to Rule 144 under the Securities Act or other

applicable exemption, and Rule 144 will not be available for a period of at least one year following the Company filing current Form 10

information about the Company with the SEC reflecting its status as an entity that is no longer a shell company after the closing of the

Business Combination, and (ii) neither the Company nor any other person is under any obligation to register such Securities under the

Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case).

3.09

Acknowledgment of Representation. Each Exchanging Holder acknowledges that Haynes and Boone, LLP is counsel to the Company

and such Exchanging Holder has obtained its own legal advice or consultation with respect to this Agreement.

ARTICLE IV.

OTHER AGREEMENTS OF THE PARTIES

4.01

Transfer of Securities.

(a)

Each Exchanging Holder agrees that it shall not, directly or indirectly, (i) sell, assign, transfer (including by operation of

law), permit the creation of any lien, pledge, dispose of or otherwise encumber any Securities or other securities of the Company of which

ownership of record or the power to vote is now held or hereafter acquired by the Exchanging Holder prior to the termination of this Agreement,

together with any securities paid as dividends or distributions with respect to such securities or into which such securities are exchanged

or converted, including, but not limited to, pursuant to this Agreement, being referred to herein as the “Company Securities”)

or otherwise agree to do any of the foregoing (unless the transferee agrees to be bound by this Agreement pursuant to a joinder agreement

reasonably acceptable to the Company and SPAC), (ii) deposit any Company Securities into a voting trust or enter into a voting agreement

or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, (iii) enter into

any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer

(including by operation of law) or other disposition of any Company Securities (unless the transferee agrees to be bound by this Agreement

pursuant to a joinder agreement reasonably acceptable to the SPAC), or (iv) take any action that would have the effect of preventing or

disabling the Exchanging Holder from performing its obligations hereunder. In addition and without limiting the foregoing, the Exchanging

Holder agrees that, during the period that the Exchanging Holder and any permitted transferee owns any of the Company Securities, the

Exchanging Holder and each of its permitted transferees agrees that it shall not enter into an agreement that is effective prior to the

consummation of the Business Combination, to dispose of or otherwise transfer Company Securities.

(b)     The Exchanging Holder hereby agrees not to, during the period (the “Post-Closing Lock-Up Period”) commencing

on the date of the closing of the Business Combination and ending on the earlier of (i) the one year anniversary of the closing of the

Business Combination and (ii) the date after the closing of the Business Combination on which the Company consummates a liquidation, merger,

share exchange, reorganization or other similar transaction with an unaffiliated third party that results in all of the Company’s

stockholders having the right to exchange their equity holdings in the Company for cash, securities or other property, without the prior

written consent of the Company: (A) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option

or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, establish or increase

of a put equivalent position or liquidation with respect to or decrease of a call equivalent position with respect to or decrease of a

call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”) and the rules and regulations of the SEC promulgated thereunder, or otherwise transfer or dispose of, directly or

indirectly, any Company Securities, (B) enter into any swap or other arrangement that transfers to another, in whole or in part, any of

the economic consequences of ownership of Company Securities, whether any such transaction is to be settled by delivery of such Company

Securities, in cash or otherwise, or (C) publicly announce the intention to do any of the foregoing, whether any such transaction described

in clauses (A), (B) or (C) above is to be settled by delivery of Company Securities or other securities, in cash or otherwise. The foregoing

sentence shall not apply to the transfer of any or all of Company Securities owned by the Exchanging Holder (I) by gift, will or intestate

succession upon the death of the Exchanging Holder, (II) to any Permitted Transferee (as defined below), (III) pursuant to a court order

or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union or pursuant

to a domestic relations order, (IV) in accordance with the requirements of this Agreement or the organizational documents of the Company,

as amended, (V) to the Company in connection with the “net” or “cashless” exercise of options or other rights

to purchase shares of the Company’s common stock granted pursuant to an equity incentive plan, stock purchase plan or other arrangement

in satisfaction of any tax withholding obligations through cashless surrender or otherwise (provided any shares of the Company’s

common stock issued upon exercise of such option or other rights shall remain subject to the terms of this Agreement), or (VI) in connection

with the exercise or conversion of any Derivative Instruments (defined below); provided, however, that in any of the cases of clauses

(I), (II) or (III) it shall be a condition to such transfer that the transferee executes and delivers to the Company an agreement stating

that the transferee is receiving and holding Company Securities subject to the provisions of this Agreement applicable to the Exchanging

Holder, and there shall be no further transfer of such Company Securities except in accordance with this Agreement. As used in this Agreement,

the term “Permitted Transferee” shall mean: (aa) the members of the Exchanging Holder’s immediate family (for purposes

of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s

spouse, the siblings of such person and his or her spouse, and the direct descendants and ascendants (including adopted and step children

and parents) of such person and his or her spouses and siblings), (bb) any trust or charitable organization for the direct or indirect

benefit of the Exchanging Holder or the immediate family of the Exchanging Holder, (cc) if the Exchanging Holder is a trust, the trustor

or beneficiary of such trust or to the estate of a beneficiary of such trust, (dd) if the Exchanging Holder is an entity, as a distribution

to limited partners, shareholders, members of, or owners of similar equity interests in the Exchanging Holder, or (ee) to any affiliate

of the Exchanging Holder. The Exchanging Holder further agrees to execute such agreements as may be reasonably requested by the Company

that are consistent with the foregoing or that are necessary to give further effect thereto. Notwithstanding the foregoing, the Exchanging

Holder shall be permitted to establish a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that (y) such

plan does not provide for the transfer, sale or other disposal of Securities during the Post-Closing Lock-Up Period and (z) any public

announcement or filing with the SEC under the Exchange Act made by any person regarding the establishment of such plan during the Post-Closing

Lock-Up Period shall include a statement that the undersigned is not permitted to transfer, sell or otherwise dispose of securities under

such plan during the Post-Closing Lock-Up Period in contravention of this Agreement.

(c)     Notwithstanding anything contained herein to the contrary, (i) 33.33% of the Company Securities subject to the restrictions set

forth in Section 4.01(b) held by the Exchanging Holder as of the closing of the Business Combination will be automatically released from

the restrictions contained in Section 4.01(b) immediately prior to the opening of The Nasdaq Stock Market on the six month anniversary

of the closing of the Business Combination and (ii) 33.33% of the Securities subject to the restrictions set forth in Section 4.01(b)

held by the Exchanging Holder as of the closing of the Business Combination will be automatically released from the restrictions contained

in Section 4.01(b) immediately prior to the opening of The Nasdaq Stock Market on the nine month anniversary of the closing of the Business

Combination.

(d)

Notwithstanding anything contained herein to the contrary, if, prior to the expiration of the Post-Closing Lock-Up Period, the

Company consents at its discretion to release any shares of Series A Preferred Stock, any securities underlying the Series A Preferred

Stock, shares of the Company’s common stock or any securities convertible into, exchangeable for or that represent the right to

receive shares of the Company’s common stock (such options, warrants or other securities, collectively, “Derivative

Instruments”), held by any directors, officers, stockholders of 5.0% or more of the then outstanding shares of the Company’s

common stock that has delivered a lock-up agreement to the Company in connection with the Business Combination, other than the Exchanging

Holder, from the restrictions described herein (any such release being a “Triggering Release” and such party

receiving such release being a “Triggering Release Party”), then a number of the Exchanging Holder’s shares

of the Company’s common stock underlying the Series A Preferred Stock subject to this Agreement shall also be released from the

restrictions set forth herein on the same terms on a pro rata basis, such number of the Exchanging Holder’s shares of the Company’s

common stock underlying the Series A Preferred Stock subject to this Agreement being the total number of shares of the Company’s

common stock underlying the Series A Preferred Stock subject to this Agreement held by the Exchanging Holder on the date of the Triggering

Release that are subject to this Agreement multiplied by a fraction, the numerator of which shall be the number of shares of the Company’s

common stock underlying the Series A Preferred Stock and Derivative Instruments released pursuant to the Triggering Release and the denominator

of which shall be the total number of shares of the Company’s common stock underlying the Series A Preferred Stock and Derivative

Instruments held by the Triggering Release Party on such date that were subject to a lock-up restriction (e.g., restrictions similar to

this Section 4.01) immediately prior to such release.

(e)     If any transfer of Company Securities is made or attempted contrary to the provisions of this Agreement, such purported transfer

shall be null and void ab initio, and the Company shall refuse to recognize any such purported transferee of the Company Securities as

one of its equity holders for any purpose. In order to enforce this Section 4.01, the Company may impose stop-transfer instructions with

respect to the Company Securities of the Exchanging Holder (and Permitted Transferees and assigns thereof) until the end of the Post-Closing

Lock-Up Period.

4.02

Registration Rights. The Company shall include the shares of Class A Common Stock issuable upon conversion of the Series

A Preferred Stock held by the Exchanging Holders on the next registration statement following the closing of the Business Combination

that the Company files with the SEC providing for the resale of securities held by stockholders of the Company on a delayed or continuous

basis pursuant to Rule 415 under the Securities Act.

4.03

Restrictive Legends. For so long as the Securities have not been sold in accordance with an exemption from the registration

requirements of the Securities Act, any certificates or book-entries representing the Securities shall have endorsed thereon legends substantially

as follows:

“THE SECURITIES REPRESENTED HEREBY

HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES OR ANY

INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT

UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL (IF THE COMPANY

SO REQUESTS), IS AVAILABLE.”

ARTICLE V.

CONDITIONS TO CLOSING

5.01

Conditions of the Exchanging Holder’s Obligations at Closing. The obligations of each Exchanging Holder to exchange

their Senior Preferred Units for Series A Preferred Stock at Closing are subject to the fulfillment, on or before the Closing, of each

of the following conditions, unless otherwise waived:

(a)

the representations and warranties of the Company contained in Article II shall be true and correct in all material respects

as of the Closing;

(b)

the Company shall have performed and complied in all material respects with all covenants, agreements, obligations and conditions

contained in this Agreement that are required to be performed or complied with by the Company on or before the Closing, including the

payment of Accrued Dividends;

(c)     the Company shall have filed the Series A Certificate of Designation with the Secretary of State of Delaware on or prior to the

Closing, which shall continue to be in full force and effect as of the Closing; and

(d)

as of the Closing, the Available Cash (as such term is defined in the Business Combination Agreement) shall be less than $250,000,000.

5.02

Conditions of the Company’s Obligations at Closing. The obligations of the Company to exchange the Series A Preferred

Stock for Senior Preferred Units at the Closing are subject to the fulfillment, on or before Closing, of each of the following conditions,

unless otherwise waived:

(a)

this Agreement shall have been duly executed by each of the Exchanging Holders;

(b)     the

representations and warranties of the Exchanging Holders contained in Article III shall be true and correct in all material respects

as of the Closing;

(c)     the Exchanging Holders shall have performed and complied in all material respects with all covenants, agreements, obligations and

conditions contained in this Agreement that are required to be performed or complied with by such Exchanging Holders on or before the

Closing;

(d)     as of the Closing, the Available Cash (as such term is defined in the Business Combination Agreement) shall be less than $250,000,000;

and

(e)     a Preferred Equity Subordination Agreement, in the form substantially similar to the existing Preferred Equity Subordination Agreement

previously entered into by the Exchanging Holders and reasonably acceptable to the Company and the Lenders (as defined in the Credit Agreement),

shall have been duly executed by each Exchanging Holder.

ARTICLE VI.

MISCELLANEOUS

6.01

Amendment. No provision of this Agreement may be waived or amended except in a written instrument signed by (i) the Company

and (ii) Exchanging Holders entitled to receive in the Exchange, in the aggregate, at least a majority of the number of shares of Series

A Preferred Stock issuable at the Closing.

6.02

Notices. Any notice, demand, request, waiver or other communication required or permitted to be given hereunder shall be

in writing and shall be effective (a) upon hand delivery by telecopy or facsimile at the address or number designated below (if delivered

on a business day during normal business hours where such notice is to be received), or the first business day following such delivery

(if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business

day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such

mailing, whichever shall first occur or (c) upon delivery by e-mail (if delivered on a business day during normal business hours where

such notice is to be received) upon recipient’s actual receipt and acknowledgement of such e-mail. The addresses for such communications

shall be:

If to the Company prior to the Closing:

Suncrete, Inc.

c/o Haymaker Acquisition Corp. 4

324 Royal Palm Way, Suite 300-i

Palm Beach, Florida 33480

Attention: Christopher Bradley

Email: cbradley@mistralequity.com

With a copy (for informational purposes only) to:

DLA Piper LLP (US)

1251 Avenue of the Americas, 27th Floor

New York, New York 10020

Attention: Sidney Burke, Stephen P. Alicanti

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

If to the Company after the Closing:

Suncrete, Inc.

817 E. 4th Street

Tulsa, OK 74120

Attention: Barrett Bruce

E-Mail: BBruce@suntx.com

With a copy (for informational purposes only) to:

Haynes and Boone, LLP

2801 N. Harwood Street, Suite 2300

Dallas, Texas 75201

Attention: Matthew L. Fry; Rachel O’Donnell

E-mail: matt.fry@haynesboone.com; rachel.odonnell@haynesboone.com

If to an Exchanging Holder,

to its mailing address and e-mail address set forth on the Exchanging Holder’s respective signature page attached hereto. Any Exchanging

Holder hereto may from time to time change its address for notices by giving written notice of such changed address to the Company.

6.03

Waivers. No waiver by either party of any default with respect to any provision, condition or requirement of this Agreement

shall be deemed to be a continuing waiver in the future or a waiver of any other provision, condition or requirement hereof, nor shall

any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right accruing to it

thereafter.

6.04

Headings. The article, section and subsection headings in this Agreement are for convenience only and shall not constitute

a part of this Agreement for any other purpose and shall not be deemed to limit or affect any of the provisions hereof.

6.05

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective

successors and permitted assigns. No party may assign its rights or obligations under this Agreement without the prior written consent

of the other parties, except that the Company may assign its rights and obligations hereunder to any affiliate or successor entity without

consent.

6.06

Governing Law. This Agreement shall be governed by the internal law of the State of Delaware, without regard to conflict

of law principles that would result in the application of any law other than the law of the State of Delaware.

6.07

Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute

one and the same instrument and shall become effective when counterparts have been signed by each party and delivered to the other parties

hereto, it being understood that all parties need not sign the same counterpart. Signature pages to this Agreement may be delivered by

facsimile or other means of electronic transmission.

[Remainder of Page Intentionally Left Blank;

Signature Page Follows.]

IN WITNESS WHEREOF, the parties hereto have

caused this Securities Exchange Agreement to be duly executed by their respective authorized officers as of the date first above written.

COMPANY:

SUNCRETE, INC.

By:

Name:

Title:

EXCHANGING HOLDERS:

By:

Name:

Title:

Address:

EX-99.2 — EXHIBIT 99.2

EX-99.2

Filename: tm2610137d1_ex99-2.htm · Sequence: 3

Exhibit 99.2

CERTIFICATE OF DESIGNATION

SERIES A CONVERTIBLE PERPETUAL PREFERRED STOCK

SUNCRETE, INC.

Pursuant to Section 151 of the

General Corporation Law of the State of Delaware

SUNCRETE, INC., a corporation

organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), in accordance

with the provisions of Section 103 thereof, DOES HEREBY CERTIFY:

That pursuant to the authority

conferred upon the Board of Directors by the Certificate of Incorporation of the Corporation, and pursuant to the provisions of Section

151 of the General Corporation Law of the State of Delaware, the Board of Directors, on [____], 2026, duly adopted the following resolution

creating a series of Preferred Stock of the Corporation designated as “Series A Preferred Stock”:

RESOLVED, that pursuant to

the authority vested in the Board of Directors of the Corporation by the Certificate of Incorporation, a series of Preferred Stock, par

value $0.0001 per share, of the Corporation be and hereby is created, and that the designation and number of shares, and the voting and

other powers, preferences and relative, participating, optional or other rights of the shares of such series, and the qualifications,

limitations and restrictions thereof, are as follows:

1.              Designation,

Amount and Par Value. The series of Preferred Stock shall be designated as Series A Convertible Perpetual Preferred Stock (the “Series

A Preferred Stock”), and the number of shares so designated shall be [26,000] shares. Each share of Series A Preferred Stock

shall have a par value of $0.0001 per share.

Definitions.

As used herein, the following

terms shall have the following meanings:

(a)

“Board of Directors” means the Board of Directors of the Corporation.

(b)                “Business Day” means any day other than a Saturday, Sunday or a day on which banks in New York, New York are

authorized or required by law to close.

(c)

“Certificate of Incorporation” means the Certificate of Incorporation of the Corporation, as amended from time

to time.

(d)

“Common Stock” means the Class A common stock, par value $0.0001 per share, of the Corporation.

(e)

“Conversion Date” means the date on which a Holder delivers a Conversion Notice to the Corporation or the Transfer

Agent.

(f)                 “Conversion Notice” has the meaning set forth in Section 8(b).

(g)

“Conversion Price” means the greater of (i) the Floor Price and (ii) the VWAP for the five (5) consecutive Trading

Days ending on and including the Trading Day immediately preceding the Conversion Date.

(h)

“Conversion Rate” means, with respect to each share of Series A Preferred Stock, the quotient of (i) the Stated

Value of such share as of the Conversion Date divided by (ii) the Conversion Price.

(i)                  “Corporation”

means Suncrete, Inc., a Delaware corporation.

(j)                  “Credit

Agreement” means that certain Credit Agreement dated as of July 29, 2024, among the Corporation’s subsidiaries, the lenders

party thereto, and Bank of America, N.A., as administrative agent, as amended, restated, supplemented or otherwise modified, refinanced,

or replaced from time to time.

(k)                 “Dividend Payment Date” means, with respect to each Dividend Period, on or before the tenth (10th) day following

the required delivery date of the Corporation’s quarterly compliance certificate as required by its lenders under the Credit Agreement

or, if no such delivery is required, the last day of each calendar quarter.

(l)                  “Dividend

Period” means each calendar quarter (or portion thereof) during which Series A Preferred Stock is outstanding.

(m)

“Dividend Rate” means initially nine percent (9%) per annum, subject to increase per Section 4(d).

(n)                “Floor Price” means $18.00 per share of Common Stock, subject to equitable adjustment for stock splits, combinations

and similar events.

(o)                “Holder” means a holder of record of shares of Series A Preferred Stock.

(p)                “Junior Stock” means the Common Stock, the Class B common stock, par value $0.0001 per share, of the Corporation

and any other class or series of stock of the Corporation that ranks junior to the Series A Preferred Stock as to dividend rights and

rights upon the liquidation, winding up and dissolution of the Corporation.

(q)                “Liquidation” has the meaning set forth in Section 5(a).

(r)                 “Liquidation Preference” means, with respect to each share of Series A Preferred Stock, the Stated Value thereof

plus all accrued and unpaid dividends thereon.

(s)

“Management Agreement” means that certain Management and Consulting Agreement, dated as of July 29, 2024, by

and among the Corporation (as successor to Concrete Partners Holding, LLC) and Dothan Concrete Investments Management, LLC, a Texas limited

liability company, as the same has been or may be amended, restated, supplemented or otherwise modified.

(t)                 “Original Issuance Date” means the date of initial issuance of shares of Series A Preferred Stock.

(u)                “Parity Stock” means any class or series of stock of the Corporation that ranks equally with the Series A Preferred

Stock as to dividend rights and rights upon the liquidation, winding up and dissolution of the Corporation.

(v)               “Person” means an individual, firm, proprietorship, partnership, corporation, limited liability company, limited

partnership, association, joint stock company, trust, joint venture, unincorporated organization or governmental authority.

(w)

“Preferred Equity Subordination Agreement” means a subordination agreement executed by each Holder in favor

of the administrative agent under the Credit Agreement, in form and substance satisfactory to such administrative agent.

(x)                 “Redemption Date” has the meaning set forth in Section 6(a).

(y)                “Redemption Notice” has the meaning set forth in Section 6(a).

(z)

“Redemption Price” has the meaning set forth in Section 6(a).

(aa)               “Seed Preferred Issuance Date” means July 29, 2024.

(bb)

“Senior Stock” means any class or series of stock of the Corporation that ranks senior to the Series A Preferred

Stock as to dividend rights or rights upon the liquidation, winding up and dissolution of the Corporation.

(cc)

“Stated Value” means, with respect to each share of Series A Preferred Stock, $1000.00 per share, subject to

adjustment for any stock splits, stock dividends, recapitalizations, combinations or similar transactions affecting the Series A Preferred

Stock.

(dd)

“Trading Day” means any day on which (i) trading in the Common Stock generally occurs on the principal national

securities exchange on which the Common Stock is then listed or admitted to trading and (ii) a VWAP is available for such day.

(ee)

“Transfer Agent” means Continental Stock Transfer & Trust Company, or any successor transfer agent appointed

by the Corporation to act as transfer agent, registrar and paying agent for the Series A Preferred Stock.

(ff)

“VWAP” means, for any Trading Day, the per share volume-weighted average price of the Common Stock as displayed

under the heading “Bloomberg VWAP” on Bloomberg page “<equity> AQR” for the “ticker” corresponding

to the Common Stock in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading

session on such Trading Day (or, if such volume-weighted average price is unavailable, the market value of one share of Common Stock on

such Trading Day as determined, using a volume-weighted average price method, by a nationally recognized independent investment banking

firm retained for this purpose by the Corporation).

Ranking.

The Series A Preferred Stock

shall rank, with respect to payment of dividends and distribution of assets upon the liquidation, winding up and dissolution of the Corporation:

(a)

senior and prior to all classes of common stock and any other Junior Stock;

(b)                on parity with any Parity Stock; and

(c)

junior to any Senior Stock and to all existing and future indebtedness of the Corporation and its subsidiaries.

Dividends.

(a)                 Holders of shares of Series A Preferred Stock shall be entitled to receive dividends on each outstanding share of Series A Preferred

Stock, which shall accrue on a cumulative basis, whether or not declared by the Board of Directors, at an annual rate equal to the Dividend

Rate multiplied by the Stated Value plus all previously accrued but unpaid dividends thereon. Such dividends shall accrue on each share

of Series A Preferred Stock from the Original Issuance Date for all shares issued on the Original Issuance Date (or, if later, from the

date of issuance of such share) and shall be compounded quarterly on the last day of each calendar quarter.

(b)                Dividends on the Series A Preferred Stock shall be payable quarterly on each Dividend Payment Date out of funds legally available

therefor. The Corporation shall use commercially reasonable efforts to pay accrued dividends on each Dividend Payment Date. Dividends

shall be cumulative and shall continue to accrue whether or not (i) there are funds of the Corporation legally available for the payment

of such dividends, (ii) such dividends are declared by the Board of Directors or (iii) the Corporation has earnings. Notwithstanding the

foregoing, the declaration and payment of any dividends on the Series A Preferred Stock shall be subject to the terms and conditions of

the Credit Agreement and any other agreements governing indebtedness of the Corporation or its subsidiaries.

(c)

So long as any shares of Series A Preferred Stock remain outstanding, unless full cumulative dividends for all past Dividend Periods

have been paid or declared and a sum sufficient for the payment thereof set aside for payment: (i) no dividend or distribution shall be

declared or paid or set aside for payment on any Junior Stock (other than dividends payable solely in shares of Junior Stock); and (ii)

no shares of Junior Stock or Parity Stock shall be purchased, redeemed or otherwise acquired for consideration by the Corporation, directly

or indirectly. If cumulative dividends for two (2) or more consecutive Dividend Periods have not been paid or declared and a sum sufficient

for the payment thereof set aside for payment, then payment of the Compensation (as defined in the Management Agreement) and any other

similar compensation to Consultant (as defined in the Management Agreement) or an affiliate of Dothan Concrete Investors, LLC shall be

deferred (but, for the avoidance of doubt, shall still accrue) until such time as the Corporation has made a subsequent quarterly dividend

payment in full, at which time the Corporation may resume paying the then-current Compensation (but not the suspended, accrued Compensation

until full cumulative dividends for all past Dividend Periods have been paid or declared and a sum sufficient for the payment thereof

set aside for payment).

(d)                If the aggregate Redemption Price for all outstanding shares of Series A Preferred Stock has not been paid in full before the sixth

(6th) anniversary of the Seed Preferred Issuance Date, then beginning on the first day of the first calendar quarter thereafter, and on

the first day of each calendar quarter following, the Dividend Rate shall increase by one-half percent (0.50%), up to a maximum annual

rate of fifteen percent (15%).

Liquidation.

(a)                In

the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation (a “Liquidation”),

the Holders shall be entitled to receive out of the assets of the Corporation legally available for distribution to stockholders, before

any payment or distribution of any assets of the Corporation shall be made or set apart for holders of any Junior Stock, an amount equal

to the Liquidation Preference per share.

(b)                If upon any Liquidation the assets of the Corporation available for distribution to stockholders shall be insufficient to pay the

Holders the full Liquidation Preference to which they are entitled, the Holders shall share ratably in any distribution of assets in proportion

to the full respective Liquidation Preference to which they are entitled.

a consolidation nor a merger of the Corporation with or into another entity, nor a sale, lease or transfer of all or substantially all

of the Corporation’s assets, shall be deemed to be a Liquidation for purposes of this Section 5, unless the Holders of at least

a majority of the outstanding shares of Series A Preferred Stock elect, by written notice to the Corporation at least five (5) Business

Days prior to the consummation of such transaction, to have such transaction treated as a Liquidation; provided, however, that the following

transactions shall not constitute a Liquidation and shall not be subject to such election by the Holders: (i) any merger, consolidation

or other business combination transaction in connection with the Corporation's initial business combination with Haymaker Acquisition

Corp. 4 or any of its affiliates, including any related reorganization, recapitalization or restructuring transactions; (ii) any merger,

consolidation, acquisition or other business combination transaction in which the Corporation or any of its direct or indirect subsidiaries

acquires equity interests, assets or businesses of any other Person (whether by merger, stock purchase, asset purchase or otherwise),

provided that the Corporation or a wholly-owned subsidiary of the Corporation is the surviving entity and the holders of the Corporation's

capital stock immediately prior to such transaction continue to hold, directly or indirectly, a majority of the voting power of the surviving

entity immediately following such transaction; and (iii) any reorganization, recapitalization, reclassification or similar transaction

involving only the Corporation and/or its wholly-owned subsidiaries in which the relative economic and voting rights of the holders of

Series A Preferred Stock are preserved in all material respects.

Optional Redemption.

(a)

At any time and from time to time on or after the Original Issuance Date, the Corporation may, at its option, redeem any or all

of the outstanding shares of Series A Preferred Stock on a pro rata basis by paying to the Holders thereof an amount in cash equal to

the Liquidation Preference per share on the date fixed for redemption (the “Redemption Price”). The Corporation shall

give written notice of any redemption (the “Redemption Notice”) at least ten (10) days prior to the date fixed for

redemption (the “Redemption Date”), specifying the shares to be redeemed and the Redemption Date.

(b)

In the event of any redemption pursuant to Section 6(a), the Corporation shall redeem shares of Series A Preferred Stock

from Holders on a pro rata basis in proportion to the number of shares of Series A Preferred Stock held by each Holder.

the payment of the full Redemption Price for any share of Series A Preferred Stock, such share shall automatically be cancelled and retired

without the need for additional documentation or consideration, and the Holder thereof shall cease to be a stockholder of the Corporation

with respect to such share, and shall have no further rights with respect to such share except the right to receive the Redemption Price.

(d)                The Series A Preferred Stock shall not be subject to any sinking fund or other obligation of the Corporation to redeem such shares.

(e)

Upon receipt of a Redemption Notice from the Corporation, each Holder may, at its option, elect to convert its shares of Series

A Preferred Stock into Common Stock pursuant to Section 8 in lieu of having such shares redeemed for cash. Any such election must be made

in accordance with the requirements of Section 8 within five (5) Business Days of receipt of the Redemption Notice and, in any event,

must be received by the Corporation or the Transfer Agent no later than the Business Day prior to the Redemption Date.

Voting Rights.

(a)

Except as required by applicable law or as set forth in this Section 7, the Holders of shares of Series A Preferred Stock shall

not be entitled to vote on any matter submitted to a vote of stockholders of the Corporation.

(b)

So long as any shares of Series A Preferred Stock are outstanding, the Corporation shall not, without the prior written consent

or affirmative vote of Holders holding at least a majority of the then-outstanding shares of Series A Preferred Stock: (i) amend, alter

or repeal any provision of the Certificate of Incorporation or Bylaws of the Corporation that would materially and adversely affect the

rights, preferences, privileges or powers of the Series A Preferred Stock in a manner disproportionate to any effect on any other class

or series of capital stock; (ii) increase or decrease the authorized number of shares of Series A Preferred Stock; (iii) create, authorize

or issue any Senior Stock or Parity Stock, or any security convertible into or exercisable for shares of Senior Stock or Parity Stock,

or reclassify any of the Corporation’s capital stock into Parity Stock or Senior Stock; or (iv) alter or change the rights, preferences,

privileges or powers of the Series A Preferred Stock so as to adversely affect the Series A Preferred Stock.

Conversion.

(a)

Subject to the terms and conditions of this Section 8, each Holder shall have the right, at such Holder’s option, at any

time and from time to time on or after the Original Issuance Date, to convert all or any portion of such Holder’s shares of Series

A Preferred Stock into shares of Common Stock. Upon conversion, each share of Series A Preferred Stock shall be converted into a number

of shares of Common Stock equal to the Conversion Rate in effect on the Conversion Date.

(b)

To convert shares of Series A Preferred Stock, the Holder shall deliver to the Corporation or the Transfer Agent (i) a written

notice (a “Conversion Notice”) stating that such Holder elects to convert shares of Series A Preferred Stock and specifying

the number of shares to be converted and the name(s) in which such Holder wishes the shares of Common Stock to be issued, and (ii) if

the shares of Series A Preferred Stock are represented by a certificate, such certificate (or, in the case of a lost, stolen or destroyed

certificate, an affidavit of loss and an indemnity reasonably acceptable to the Corporation). The conversion shall be deemed to have been

effected as of the close of business on the Conversion Date.

promptly as practicable after the Conversion Date (and in any event within three (3) Business Days thereafter), the Corporation shall

(i) issue and deliver, or cause to be issued and delivered, to the converting Holder a certificate or certificates representing the number

of shares of Common Stock to which such Holder is entitled (or, if the Common Stock is held in book-entry form, register such shares

in the name of the Holder or its designee in book-entry form through the facilities of DTC), and (ii) pay all accrued and unpaid dividends

on the converted shares of Series A Preferred Stock through and including the Conversion Date in cash, to the extent funds are legally

available therefor, or, at the Corporation’s election, in additional shares of Common Stock valued at the Conversion Price.

(d)

The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely

for the purpose of issuance upon conversion of the Series A Preferred Stock, such number of shares of Common Stock as shall be issuable

upon the conversion of all outstanding shares of Series A Preferred Stock. All shares of Common Stock delivered upon conversion of the

Series A Preferred Stock shall be duly and validly issued, fully paid and non-assessable, free from all preemptive rights and free from

all liens, charges and security interests with respect to the issuance thereof.

(e)

No fractional shares of Common Stock shall be issued upon conversion of the Series A Preferred Stock. In lieu of any fractional

share to which a Holder would otherwise be entitled, the Corporation shall pay to such Holder cash equal to such fraction multiplied by

the Conversion Price.

(f)                 The Conversion Rate shall be adjusted from time to time as follows: (i) if the Corporation (A) pays a dividend or makes a distribution

on its Common Stock in shares of Common Stock, (B) subdivides or splits its outstanding Common Stock into a greater number of shares,

or (C) combines or reverse splits its outstanding Common Stock into a smaller number of shares, then the Conversion Rate in effect immediately

prior to such event shall be adjusted so that each Holder shall be entitled to receive the number of shares of Common Stock that such

Holder would have owned or been entitled to receive had such shares been converted immediately prior to the record date for such dividend

or distribution or the effective date of such subdivision, split, combination or reverse split; and (ii) if any capital reorganization,

reclassification of the Common Stock, consolidation or merger of the Corporation with another corporation, or sale, transfer or other

disposition of all or substantially all of the Corporation's assets to another corporation shall be effected, then, as a condition of

such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition, lawful and adequate provision shall

be made whereby each Holder shall thereafter have the right to receive upon conversion of the Series A Preferred Stock the kind and amount

of stock, securities, cash or other property that would have been receivable upon such reorganization, reclassification, consolidation,

merger, sale, transfer or other disposition by a holder of the number of shares of Common Stock issuable upon conversion of such Series

A Preferred Stock immediately prior to such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition.

(g)                Whenever

the Conversion Rate is adjusted pursuant to this Section 8, the Corporation shall promptly provide written notice thereof to each Holder,

setting forth in reasonable detail the event requiring the adjustment and the method by which such adjustment was calculated.

(h)                The

Corporation shall pay any documentary, stamp or similar issue or transfer taxes due on the issuance of shares of Common Stock upon conversion

of the Series A Preferred Stock; provided, however, that the Corporation shall not be required to pay any tax that may be payable in

respect of any transfer involved in the issuance and delivery of shares of Common Stock in a name other than that of the Holder of the

converted shares, and no such issuance or delivery shall be made unless and until the Person requesting such issuance has paid to the

Corporation the amount of any such tax or has established to the Corporation's satisfaction that such tax has been paid.

(i)                  The

Corporation shall, at least ten (10) Business Days prior to the applicable record date, provide written notice to each Holder of any

record date established for (i) the declaration or payment of any dividend or distribution on the Common Stock, (ii) the effectuation

of any subdivision, combination, reclassification or recapitalization of the Common Stock, or (iii) any vote of holders of Common Stock

with respect to any merger, consolidation, sale of all or substantially all assets, dissolution or winding up of the Corporation. Such

notice shall describe the material terms of the action proposed to be taken and shall afford the Holders a reasonable opportunity to

convert their shares of Series A Preferred Stock into Common Stock prior to such record date pursuant to the terms hereof.

Preemptive Rights. The Holders of Series A Preferred Stock shall not have any preemptive rights to subscribe for or purchase

any additional securities of the Corporation.

10.            Maturity Date. The Series A Preferred Stock shall be perpetual and shall have no stated maturity date.

11.            Transfer

Restrictions. The shares of Series A Preferred Stock may be transferred, subject to compliance with applicable securities laws and

any transfer restrictions set forth in the Certificate of Incorporation, Bylaws or any agreement to which the Corporation or any Holder

is a party. Each Holder, by acceptance of shares of Series A Preferred Stock, agrees to execute and deliver a Preferred Equity Subordination

Agreement in favor of the administrative agent under the Credit Agreement as a condition to acquiring shares of Series A Preferred Stock.

12.

Transfer Agent.

(a)

The Transfer Agent shall act as transfer agent, registrar and paying agent for the Series A Preferred Stock. The Corporation may,

in its sole discretion, remove the Transfer Agent and appoint a successor transfer agent; provided that the Corporation shall appoint

a successor transfer agent who shall accept such appointment prior to the effectiveness of such removal.

(b)

The Corporation and the Transfer Agent may deem and treat the record holder of any share of Series A Preferred Stock as the true

and lawful owner thereof for all purposes, and neither the Corporation nor the Transfer Agent shall be affected by any notice to the contrary.

13.           Notices.

All notices required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given (i) upon personal

delivery to the party to be notified, (ii) when sent, if sent by email during normal business hours of the recipient, and if not sent

during normal business hours, then on the next Business Day, (iii) when received, if sent by a nationally recognized overnight courier

with tracking capabilities, or (iv) when received, if sent by certified or registered mail, postage prepaid, return receipt requested.

Such notices must be sent (a) to the Corporation at its principal executive offices, and (b) to any Holders, at the address or email

address set forth in the stock register maintained by the Transfer Agent. Each Holder shall be responsible for providing and maintaining

a current address with the Transfer Agent, and the Corporation and the Transfer Agent shall be entitled to rely on the most recent address

on file for purposes of delivering any notice hereunder. Failure by a Holder to provide a current address shall not affect the validity

of any notice given in accordance with this Section 13.

14.           Fractional

Shares. The Series A Preferred Stock may be issued in fractional shares, which fractional shares shall entitle the Holder thereof,

in proportion to such Holder’s fractional share, to exercise voting rights, receive dividends, participate in distributions and

have the benefit of all other rights of Holders of Series A Preferred Stock.

15.            Amendments.

Any of the rights, powers, preferences and other terms of the Series A Preferred Stock set forth herein may be waived or amended on behalf

of all Holders by the affirmative written consent or vote of the Holders of at least a majority of the then-outstanding shares of Series

A Preferred Stock.

16.            Governing

Law. This Certificate of Designation and the rights and obligations of the Holders set forth herein shall be governed by, and construed

in accordance with, the laws of the State of Delaware, without giving effect to conflicts of law principles thereof.

17.            Withholding.

The Corporation and its paying agent shall be entitled to withhold taxes on all payments on the Series A Preferred Stock or Common Stock

or other securities issued upon conversion of the Series A Preferred Stock in each case to the extent required by applicable law; provided

that to the extent that the Holders of Series A Preferred Stock have previously delivered an appropriate IRS Form W-8 or W-9 to the Corporation

establishing an exemption for U.S. federal withholding (including backup withholding), the Corporation shall not be permitted to withhold

unless the Corporation has provided such a Holder advance written notice of its intent to withhold at least five (5) days prior to the

payment of the amount subject to withholding, and has given such a Holder a reasonable opportunity to provide any form or certificate

available to reduce or eliminate such withholding. Within a reasonable amount of time after making such withholding payment, the Corporation

shall furnish the applicable Holder with copies of any tax certificate, receipt or other documentation reasonably acceptable to the Holder

evidencing such payment.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the Corporation

has caused this Certificate of Designation to be executed and acknowledged this [ ] day of [ ], 2026.

SUNCRETE, INC.

By:

Name:

Title:

[Signature Page to Suncrete,

Inc. Certificate of Designation]

EX-99.3 — EXHIBIT 99.3

EX-99.3

Filename: tm2610137d1_ex99-3.htm · Sequence: 4

Exhibit 99.3

SUBSCRIPTION AGREEMENT

This SUBSCRIPTION AGREEMENT

(this “Subscription Agreement”) is entered into this 27th day of March 2026, by and among Haymaker Acquisition Corp.

4, a Cayman Islands exempted company (which shall domesticate as a Delaware corporation in connection with the consummation of the Mergers)

(together with its successor, “SPAC”), Suncrete, Inc., a Delaware corporation (“PubCo”), and each

of the undersigned investors, severally and not jointly (each a “Subscriber” and collectively the “Subscribers”).

Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business Combination

Agreement (as defined below).

WHEREAS, the SPAC, PubCo,

Haymaker Merger Sub I, Inc., a Delaware corporation and wholly owned direct Subsidiary of PubCo (“Merger Sub I”), Haymaker

Merger Sub II, LLC, a Delaware limited liability company and a wholly owned Subsidiary of PubCo (“Merger Sub II”),

and Concrete Partners Holding, LLC, a Delaware limited liability company (the “Company”), have entered into that certain

Business Combination Agreement, dated as of October 9, 2025 (as amended, restated, supplemented or otherwise modified from time to time

in accordance with its terms, the “Business Combination Agreement”), pursuant to which, inter alia, (i) on the

Closing Date prior to the Initial Closing, SPAC will change its jurisdiction of incorporation from the Cayman Islands to the State of

Delaware by effecting the Domestication in accordance with the applicable provisions of the DGCL and the Companies Act, (ii) on the Closing

Date, Merger Sub I will merge with and into SPAC (the “Initial Merger”), with SPAC surviving the Initial Merger and

becoming a wholly-owned subsidiary of PubCo, and (iii) on the Closing Date but immediately after the Initial Merger Effective Time, Merger

Sub II will merge with and into the Company (the “Acquisition Merger” and, together with the Initial Merger, the “Mergers”),

with the Company surviving the Acquisition Merger as a wholly owned Subsidiary of PubCo, on the terms and subject to the conditions set

forth therein (the Mergers, together with the other transactions contemplated by the Business Combination Agreement, the “Transactions”);

WHEREAS, in connection with

the Transactions, each Subscriber desires to subscribe for and purchase, severally and not jointly, from PubCo that number of (i) shares

of PubCo Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”) (the “Shares”)

for a purchase price of $10.00 per share (the “Purchase Price”) and/or (ii) Pre-Funded Common Stock Purchase Warrants

(the “Pre-Funded Warrants” and together with the Shares and any shares issuable upon exercise of the Pre-Funded Warrants,

the “Securities”), each to purchase one share of Class A Common Stock (collectively, the “Warrant Shares”)

at a per share exercise price equal to $0.0001 (the “Exercise Price”) at a purchase price per Pre-Funded Warrant equal

to the Purchase Price less the Exercise Price, each in the form of Exhibit A hereto, as set forth opposite such Subscriber’s

name on the signature pages hereto, and with an aggregate purchase price as set forth opposite such on Subscriber’s name on the

signature pages hereto (the “Aggregate Purchase Price”); and

WHEREAS, SPAC and PubCo have

entered into, and may enter into, subscription agreements (the “Other Subscription Agreements”) substantially similar

to this Subscription Agreement with certain other investors (the “Other Subscribers”), pursuant to which such Other

Subscribers have agreed to purchase Shares and/or Pre-Funded Warrants at the Closing with an aggregate subscription price of at least

$105,500,000, including an Other Subscription Agreement with an Other Subscriber subscribing for an aggregate of at least $60,000,000

of Class A Common Stock (such Other Subscriber, the “Anchor Investor”) and, in consideration of the Anchor Investor’s

execution and delivery of such Other Subscription Agreement, PubCo and SPAC have entered into a letter agreement with the Anchor Investor

(the “Anchor Investor Letter Agreement”) pursuant to which PubCo agreed to issue to the Anchor Investor 666,667

shares of Class A Common Stock (the “Anchor Commitment Fee Shares”) at the Closing.

NOW, THEREFORE, in consideration

of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, herein contained, and intending

to be legally bound hereby, the parties hereto hereby agree as follows:

1. Subscription.

1.1 Subscription.

1.1.1 Subject to the

terms and conditions hereof, at the Closing, each Subscriber hereby irrevocably agrees, severally and not jointly, to subscribe for and

purchase, and PubCo hereby irrevocably agrees to issue and sell to each Subscriber, upon the payment of the applicable Subscriber’s

Purchase Price, the number of Shares and/or Pre-Funded Warrants set forth opposite such Subscriber’s name on the signature pages

hereto (such subscription and issuance, the “Subscription”).

1.1.2 Notwithstanding

anything to the contrary contained in this Subscription Agreement, if, after the date of this Subscription Agreement, a Subscriber acquires

ownership of SPAC Class A Ordinary Shares in the open market or in privately negotiated transactions with third parties (along with any

related rights to redeem or convert such SPAC Class A Ordinary Shares in connection with any redemption conducted by the SPAC in accordance

with the SPAC Organizational Documents in conjunction with the Closing (the “Redemption”)) prior to the SPAC Shareholders’

Meeting to approve the Transactions and such Subscriber does not redeem or convert such SPAC Class A Ordinary Shares in connection with

the Redemption (including revoking or reversing any previously submitted redemption demand or conversion elections made with respect to

such SPAC Class A Ordinary Shares) (any such SPAC Class A Ordinary Shares, “Non-Redeemed Shares”), and such Subscriber

notifies SPAC in writing at least two (2) Business Days prior to the anticipated Closing Date that it wishes to apply a specified number

of such Non-Redeemed Shares to reduce the number of Securities it is required to purchase hereunder (the “Reduction Right”

and such number of Non-Redeemed Shares, the “Reduction Shares”), the number of Securities for which such Subscriber

is obligated and has the right to purchase under this Subscription Agreement will be reduced by the number of Reduction Shares; provided,

that (i) promptly upon the SPAC’s request, such Subscriber shall provide SPAC with documentary evidence reasonably requested by

SPAC to evidence such Reduction Shares and the purchase price paid for each Reduction Share and (ii) such Subscriber agrees that with

respect to any such Reduction Shares, it will (A) not sell or otherwise transfer such Reduction Shares prior to the consummation of the

Transactions, (B) not vote any Reduction Shares in favor of approving any proposal contained in the SPAC’s proxy statement seeking

shareholder approval of the Transactions and instead submit a proxy abstaining from voting thereon, and (C) to the extent it has the right

to have any of its Reduction Shares redeemed for cash in connection with the consummation of the Transactions, not exercise any such redemption

rights.

Representations, Warranties and Agreements.

2.1 Subscriber’s Representations,

Warranties and Agreements. To induce PubCo to issue the Securities, to each Subscriber, each Subscriber, severally and not jointly,

hereby represents and warrants to SPAC and PubCo and acknowledges and agrees with SPAC and PubCo, as of the date hereof and as of the

Closing, as follows:

2.1.1 Subscriber has

been duly formed or incorporated and is validly existing and in good standing (if the concept of good standing is applicable) under the

laws of its jurisdiction of incorporation or formation, with power and authority to enter into, deliver and perform its obligations under

this Subscription Agreement.

2.1.2 This Subscription

Agreement has been duly authorized, validly executed and delivered by Subscriber. Assuming this Subscription Agreement constitutes the

valid and binding agreement of the other parties hereto, then this Subscription Agreement is enforceable against Subscriber in accordance

with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium

or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or

equity.

2.1.3 The execution,

delivery and performance by Subscriber of this Subscription Agreement (including compliance by Subscriber with all of the provisions hereof)

and the consummation of the transactions contemplated herein do not and will not (i) conflict with or result in a breach or violation

of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance

upon any of the property or assets of Subscriber or any of its subsidiaries, as applicable, pursuant to the terms of any indenture, mortgage,

charge, deed of trust, loan agreement, lease, license or other agreement or instrument to which Subscriber or any of its subsidiaries,

as applicable, is a party or by which Subscriber or any of its subsidiaries, as applicable, is bound or to which any of the property or

assets of Subscriber or any of its subsidiaries, as applicable, is subject, in each case, which would reasonably be expected to have a

material adverse effect on the Subscriber’s timely performance of its obligations under this Subscription Agreement (a “Subscriber

Material Adverse Effect”), (ii) result in any violation of the provisions of the organizational documents of Subscriber or any

of its subsidiaries, as applicable, or (iii) result in any violation of any statute or any judgment, order, rule or regulation of any

court or governmental agency or body, domestic or foreign, having jurisdiction over Subscriber or any of its subsidiaries, as applicable,

or any of their respective properties that would reasonably be expected to have a Subscriber Material Adverse Effect.

2.1.4 Subscriber (i)

is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional “accredited

investor” (within the meaning of Rule 501(a) under the Securities Act), (ii) is acquiring the Securities only for its own account

and not for the account of others, or if Subscriber is subscribing for the Shares as a fiduciary or agent for one or more investor accounts,

each owner of such account is an accredited investor and Subscriber has full investment discretion with respect to each such account,

and the full power and authority to make the acknowledgements, representations, warranties and agreements herein on behalf of each owner

of each such account and (iii) is not acquiring the Securities with a view to, or for offer or sale in connection with, any distribution

thereof in violation of the Securities Act. Subscriber is not an entity formed for the specific purpose of acquiring the Securities.

2.1.5 Subscriber understands

that the Securities are being offered in a transaction not involving any public offering within the meaning of the Securities Act or any

other applicable securities laws, and that the Securities have not been registered under the Securities Act or any other applicable securities

laws. Subscriber understands that (A) the Securities may not be resold, transferred, pledged or otherwise disposed of by Subscriber absent

an effective registration statement under the Securities Act, except (i) to PubCo or a subsidiary thereof, (ii) to non-U.S. persons pursuant

to offers and sales that occur solely outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant

to another applicable exemption from the registration requirements of the Securities Act, and in each of cases (i) and (iii), in accordance

with any applicable securities laws of the states and other jurisdictions of the United States, (B) the Securities may be subject to transfer

restrictions under applicable securities laws, and (C) any certificates or book entries representing the Securities shall contain a legend

to such effect. Subscriber acknowledges that the Securities will not be eligible for resale pursuant to Rule 144A promulgated under the

Securities Act. Subscriber understands and agrees that the Securities will be subject to the foregoing restrictions and, as a result of

these restrictions, Subscriber may not be able to readily resell the Securities and may be required to bear the financial risk of an investment

in the Securities for an indefinite period of time. Subscriber understands that it has been advised to consult legal counsel prior to

making any offer, resale, pledge or transfer of any of the Securities.

2.1.6 Subscriber understands

and agrees that Subscriber is purchasing the Securities directly from PubCo. Subscriber further acknowledges that there have been no representations,

warranties, covenants or agreements made to Subscriber by PubCo, the SPAC or any of their respective Affiliates, officers or directors,

expressly or by implication, other than those representations, warranties, covenants and agreements expressly set forth in this Subscription

Agreement, and Subscriber is not relying on any representations, warranties or covenants other than those expressly set forth in or incorporated

into this Subscription Agreement.

2.1.7 If Subscriber

is an employee benefit plan that is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”),

Subscriber represents and warrants that its acquisition and holding of the Securities will not constitute or result in a non-exempt prohibited

transaction under Section 406 of ERISA, Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”),

or any applicable similar law.

2.1.8 In making its

decision to acquire the Securities, Subscriber represents that it has relied solely upon independent investigation made by Subscriber,

the PubCo Commission Documents and the SPAC Commission Documents (each as defined below) and PubCo’s and SPAC’s representations,

warranties and agreements set forth in or incorporated by reference into Section 2.2 and Section 2.3, respectively, hereof.

Without limiting the generality of the foregoing, Subscriber has not relied on any statements or other information provided by anyone

other than PubCo concerning SPAC, the Company, PubCo or the Securities or the offer and sale of the Securities. Subscriber acknowledges

and agrees that Subscriber (i) has received, and has had an adequate opportunity to review, such financial and other information as Subscriber

deems necessary in order to make an investment decision with respect to the Securities (including with respect to the Company, the SPAC,

PubCo and the Transactions), (ii) has made its own assessment and (iii) is satisfied concerning the relevant tax and other economic considerations

relevant to the Subscriber’s investment in the Securities. Without limiting the generality of the foregoing, Subscriber acknowledges

that it has reviewed the SPAC’s filings with the Commission. Subscriber represents and agrees that Subscriber and Subscriber’s

professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information

as Subscriber and Subscriber’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect

to the Securities. Subscriber acknowledges that Jefferies LLC (the “Placement Agent”) and its directors, officers,

employees, representatives and controlling persons have made no independent investigation with respect to the Company, the SPAC, PubCo

or the Securities or the accuracy, completeness or adequacy of any information supplied to the Subscriber by the Company or the SPAC.

Subscriber acknowledges that (a) it has not relied on any statements or other information provided by the Placement Agent or any of the

Placement Agent’s Affiliates with respect to its decision to invest in the Securities (including information related to the Company,

the SPAC, PubCo, or the Securities) and the offer and sale of the Securities, (b) neither the Placement Agent nor any of its Affiliates

have prepared any disclosure or offering document in connection with the offer and sale of the Securities, and (c) the Placement Agent

shall not have any liability or obligation (including without limitation, for or with respect to any losses, claims, damages, obligations,

penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by the Subscriber, PubCo, the Company, the SPAC,

or any other person or entity), whether in contract, tort or otherwise, to the Subscriber, or to any person claiming through the Subscriber,

in respect of this offering of the Securities or the Transactions. Subscriber further acknowledges and agrees that certain information

provided by PubCo was based on projections, and such projections were prepared based on assumptions and estimates that are inherently

uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause

actual results to differ materially from those contained in the projections. Subscriber further acknowledges and agrees that the information

provided to Subscriber was subject to change, and that any changes to such information, including without limitation, the information

in supplements to the Registration Statement on Form S-4 and the related proxy statement that PubCo intends to file with the Commission

(which will update and supersede the information previously provided to Subscriber) and any changes based on updated information or changes

in terms of the Transactions, shall in no way affect Subscriber’s obligation to acquire the Securities hereunder.

2.1.9 Subscriber has

been advised that the Placement Agent (a) is acting solely in its capacity as placement agent with respect to the issuance and sale of

the Securities pursuant to this Subscription Agreement and the Other Subscription Agreements, is not acting as an underwriter, initial

purchaser, dealer, financial advisor, fiduciary or in any other capacity and is not and shall not be construed as a fiduciary to the Subscriber,

PubCo, the Company, the SPAC, or any other person or entity in connection with this offering of the Securities or the Transactions; (b)

has not made and will not make any representation or warranty, whether express or implied, of any kind or character to Subscriber and

has not provided any advice or recommendation in connection with this offering of the Securities or the Transactions; (c) will have no

responsibility with respect to (i) any representations, warranties or agreements made by any person or entity under or in connection with

the offering of the Securities, the Transactions or any of the documents furnished pursuant thereto or in connection therewith or the

execution, legality, validity or enforceability (with respect to any person) of any thereof, or (ii) the business, affairs, financial

condition, operations, properties or prospects of, or any other matter concerning PubCo, the Company, the SPAC, this offering of Securities,

or the Transactions.

2.1.10 Subscriber

became aware of this offering of the Securities solely by means of direct contact from either the Placement Agent, the SPAC, or the Company

as a result of a pre-existing substantive relationship (as interpreted in guidance from the Commission under the Securities Act) with

the SPAC or the Company or their respective representatives (including the Placement Agent), and the Securities were offered to Subscriber

solely by direct contact between Subscriber and the Placement Agent, the SPAC, or the Company. Subscriber did not become aware of this

offering of the Securities, nor were the Securities offered to Subscriber, by any other means. Subscriber acknowledges that the Placement

Agent has not acted as its financial advisor or fiduciary. Subscriber acknowledges that the Securities (i) were not offered by any form

of general solicitation or general advertising, including methods described in section 502(c) of Regulation D under the Securities Act,

and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act,

or any state securities laws.

2.1.11 Subscriber

acknowledges that it is aware that there are substantial risks incident to the investment in the Securities. Subscriber has such knowledge

and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities,

and Subscriber has sought such accounting, legal and tax advice as Subscriber has considered necessary to make an informed investment

decision. Subscriber understands and acknowledges that the acquisition of the Securities hereunder meets (i) the exemptions from filing

under FINRA Rule 5123(b)(1)(A) and (ii) the institutional customer exemption under FINRA Rule 2111(b).

2.1.12 Alone, or together

with any professional advisor(s), Subscriber represents and acknowledges that Subscriber has adequately analyzed and fully considered

the risks of an investment in the Securities and determined that the Securities are a suitable investment for Subscriber and that Subscriber

is able at this time and in the foreseeable future to bear the economic risk of a total loss of Subscriber’s investment in PubCo.

Subscriber acknowledges specifically that a possibility of total loss exists.

2.1.13 Subscriber

understands and agrees that no federal or state agency has passed judgment upon or endorsed the merits of the offering of the Securities

or made any findings or determination as to the fairness of an investment in the Securities.

2.1.14 Subscriber

represents and warrants that Subscriber is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked

Persons (“SDN List”) administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”)

or in any Executive Order issued by the President of the United States and administered by OFAC (“OFAC List”), or a

person or entity otherwise blocked by any OFAC sanctions program or the U.S. Department of State, (ii) a Designated National as defined

in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly to

a non-U.S. shell bank. Subscriber represents that if it is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section

5311 et seq.) (as amended, the “BSA”), as amended by the USA PATRIOT Act of 2001 (as amended, the “PATRIOT

Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), that Subscriber maintains

policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. If Subscriber is not an individual,

Subscriber also represents that, to the extent required, it maintains policies and procedures reasonably designed for the screening of

its investors against the OFAC sanctions programs, including the SDN List. Subscriber further represents and warrants that, to the extent

required, it maintains policies and procedures reasonably designed to ensure that the funds held by Subscriber and used to purchase the

Securities were derived legally and in compliance with OFAC sanctions programs.

2.1.15 [Reserved].

2.1.16 Subscriber

is not currently (and at all times through Closing will refrain from being or becoming) a member of a “group” (within the

meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),

or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of equity securities of the

Company or the SPAC (within the meaning of Rule 13d-5(b)(1) under the Exchange Act).

2.1.17 If Subscriber

is a foreign person (as defined in 31 C.F.R. § 800.224) and is acquiring a substantial interest (as defined in 31 C.F.R. § 800.244)

in the SPAC, Company, or PubCo, no national or subnational government of a single foreign state has a substantial interest (as defined

in 31 C.F.R. § 800.244) in the Subscriber. No Subscriber who is a foreign person (as defined in 31 C.F.R. § 800.224) will acquire

control (as defined in 31 C.F.R. § 800.208) over the SPAC or PubCo from and after the Closing (as defined below) as a result of the

purchase and sale of the Securities hereunder or over the Company from and after the consummation of the Transactions.

2.1.18 On each date

the Purchase Price would be required to be funded to PubCo pursuant to Section 3 Subscriber will have sufficient immediately available

funds to pay the Purchase Price pursuant to Section 3.

2.2 PubCo’s Representations,

Warranties and Agreements. To induce each Subscriber to purchase the Securities, PubCo hereby represents and warrants to each Subscriber

and agrees with each Subscriber, as of the date hereof and as of the Closing, as follows:

2.2.1 PubCo is a corporation

duly formed, validly existing and in good standing under the laws of the State of Delaware, with corporate power and authority to own,

lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations

under this Subscription Agreement.

2.2.2 PubCo does not

have any assets or properties of any kind other than those incident to its formation, this Subscription Agreement, the Business Combination

Agreement, and the Transactions, and does not now conduct and has never conducted any business. PubCo was formed solely for the purpose

of engaging in the Transactions.

2.2.3 PubCo has no

direct or indirect subsidiaries or participations in joint ventures or other entities, and does not own, directly or indirectly, any equity

interests or investments (whether equity or debt) in any person other than Merger Sub I and Merger Sub II. PubCo owns all of the issued

and outstanding equity interests of each of Merger Sub I and Merger Sub II, free and clear of all liens (other than those arising under

applicable securities laws).

2.2.4 The Shares and

Pre-Funded Warrants have been duly authorized and, when issued and delivered to Subscriber against full payment therefor in accordance

with their terms and the terms of this Subscription Agreement and registered with PubCo’s transfer agent, (i) the Shares will be

validly issued, fully paid and non-assessable, (ii) the Pre-Funded Warrants will be valid and binding obligations of PubCo, enforceable

in accordance with their terms and (iii) the Shares and Pre-Funded Warrants will not have been issued in violation of, or subject to any

preemptive or similar rights created under, the PubCo Organizational Documents or the laws of the State of Delaware. Upon due exercise

and payment of the Exercise Price in accordance with the terms of the Pre-Funded Warrants and registered with PubCo’s transfer agent,

the Warrant Shares will be validly issued, fully paid and non-assessable, and will not have been issued in violation of, or subject to

any preemptive or similar rights created under, the PubCo Organizational Documents or the laws of the State of Delaware.

2.2.5 This Subscription

Agreement has been duly authorized, executed and delivered by PubCo and, assuming that this Subscription Agreement constitutes a valid

and binding obligation of the other parties hereto, is enforceable against PubCo in accordance with its terms, except as may be limited

or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting

the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity.

2.2.6 The execution,

delivery and performance of this Subscription Agreement (including compliance by PubCo with all of the provisions hereof), issuance and

sale of the Securities and the consummation of the transactions contemplated herein do not and will not (i) conflict with, or result in

a breach or violation of, any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of

any lien, charge or encumbrance upon, any of the property or assets of PubCo or any of its subsidiaries, as applicable, pursuant to the

terms of any indenture, mortgage, charge, deed of trust, loan agreement, lease, license or other agreement or instrument to which PubCo

or any of its subsidiaries, as applicable, is a party or by which PubCo or any of its subsidiaries, as applicable, is bound or to which

any of the property or assets of PubCo or any of its subsidiaries, as applicable, is subject, in each case, which would reasonably be

expected to have a material adverse effect on the legal authority of PubCo to enter into and perform its obligations under this Subscription

Agreement (a “PubCo Material Adverse Effect”), (ii) result in any violation of the provisions of the PubCo Organizational

Documents or the organizational documents of any of its subsidiaries, as applicable, or (iii) result in any violation of any statute or

any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over PubCo

or any of its subsidiaries, as applicable, or any of their respective properties that would reasonably be expected to have a PubCo Material

Adverse Effect.

2.2.7 There are no

securities or instruments issued by or to which PubCo is a party containing anti-dilution or similar provisions that will be triggered

by the issuance of (i) the Securities, or (ii) any shares of capital stock of PubCo to be issued pursuant to the other Transactions, in

each case, that have not been or will not be validly waived or terminate prior to the Closing Date.

2.2.8 Assuming the

accuracy of Subscriber’s representations and warranties set forth in Section ‎2.1 of this Subscription Agreement, no

registration under the Securities Act and no prospectus approved under the Securities Act or any other applicable securities laws is required

for the offer and sale of the Securities by PubCo to Subscriber.

2.2.9 Neither PubCo

nor any person acting on its behalf has, directly or indirectly, made any offers or sales of any securities of PubCo or solicited any

offers to buy any securities of PubCo under circumstances that would adversely affect reliance by PubCo on Section 4(a)(2) of the Securities

Act for the exemption from registration for the transactions contemplated hereby or would require registration of the issuance of the

Securities under the Securities Act or any other applicable securities laws.

2.2.10 Neither PubCo,

nor any person acting on its behalf has conducted any general solicitation or general advertising, including methods described in section

502(c) of Regulation D under the Securities Act, in connection with the offer or sale of any of the Securities and neither PubCo, nor

any person acting on its behalf has offered any of the Securities in a manner involving a public offering under, or in a distribution

in violation of, the Securities Act or any state securities laws. Neither PubCo, nor any person acting on its behalf has, directly or

indirectly, made any offer or sale of any security or solicitation of any offer to buy any security under circumstances that would (i)

eliminate the availability of the exemption from registration under Regulation D under the Securities Act in connection with the offer

and sale of the Securities as contemplated hereby or the securities contemplated by the Other Subscription Agreements or (ii) cause the

offering of the Securities pursuant to this Subscription Agreement or the securities contemplated by the Other Subscription Agreements

to be integrated with prior offerings by PubCo or SPAC for purposes of the Securities Act or any applicable shareholder approval provisions.

Neither PubCo nor any person acting on its behalf has offered or sold or will offer or sell any securities, or has taken or will take

any other action, which would reasonably be expected to subject the offer, issuance or sale of the Securities or the securities contemplated

by the Other Subscription Agreements, as contemplated hereby or thereby, to the registration provisions of the Securities Act.

2.2.11 PubCo is not

required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court

or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the execution,

delivery and performance by PubCo of this Subscription Agreement (including, without limitation, the issuance of the Securities), other

than filings and/or consents (i) with the Commission of the Registration Statement (as defined below), (ii) required by applicable state,

federal, local or foreign securities laws, (iii) required in accordance with the Business Combination Agreement, (iv) required by the

Listing Exchange and (v) the failure of which to obtain would not be reasonably expected to have, individually or in the aggregate, a

PubCo Material Adverse Effect.

2.2.12 Other than

the Placement Agent, PubCo represents and warrants to the other parties hereto that no broker, finder or other financial consultant has

acted on its behalf in connection with this Subscription Agreement or the transactions contemplated hereby in such a way as to create

any liability on any other parties hereto.

2.2.13 As of their

respective filing dates, each form, report, statement, schedule, prospectus, proxy, registration statement and other documents filed by

PubCo with the Commission prior to the date of this Subscription Agreement (the “PubCo Commission Documents”) complied

in all material respects with the requirements of the Exchange Act and the Securities Act applicable to the PubCo Commission Documents

and the rules and regulations of the Commission promulgated thereunder applicable to the PubCo Commission Documents. None of the PubCo

Commission Documents filed under the Exchange Act or the Securities Act, contained, when filed or, if amended prior to the date of this

Subscription Agreement, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a

material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light

of the circumstances under which they were made, not misleading. To the knowledge of PubCo, there are no material outstanding or unresolved

comments in comment letters from the Commission staff with respect to any of the PubCo Commission Documents.

2.2.14 As of the Closing

Date, PubCo will be authorized to issue a maximum of 510,000,000 shares, divided into three classes consisting of (i) 400,000,000 shares

of Class A Common Stock, (ii) 100,000,000 shares of PubCo Class B Common Stock and (iii) 10,000,000 shares of PubCo Preferred

Stock. All the issued and outstanding shares of PubCo Common Stock have been duly authorized and validly issued, are fully paid and non-assessable

and are not subject to preemptive rights. Except as set forth above, in Schedule 2.2.14 or pursuant to the Other Subscription Agreements

or the Business Combination Agreement, as of the date of this Subscription Agreement and immediately prior to Closing, there are no outstanding

options, warrants or other rights or agreements, arrangements or commitments of any character, to subscribe for, purchase or acquire from

PubCo any shares of Common Stock or other equity interests in PubCo (collectively, the “PubCo Equity Interests”) or

securities convertible into or exchangeable or exercisable for any PubCo Equity Interests. Assuming a maximum redemption scenario (as

described in and subject to the assumptions set forth in the Form S-4/Proxy Statement (as defined below)), PubCo expects to have 41,107,466

shares of Class A Common Stock and 23,722,425 shares of PubCo Class B Common Stock issued and outstanding immediately following the

Closing.

2.2.15 The Securities

(i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a

public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws.

2.2.16 Other than

the Other Subscription Agreements, the Business Combination Agreement (or any other agreement expressly contemplated by the Business Combination

Agreement), and the Anchor Investor Letter Agreement, PubCo and SPAC have not entered into any side letter or similar agreement with any

Other Subscriber or any other investor or potential investor in connection with such Other Subscriber’s or other investor’s

or potential investor’s direct or indirect investment in PubCo. Except for the Anchor Commitment Fee Shares issuable to the Anchor

Investor pursuant to the Anchor Investor Letter Agreement and other rights afforded to the Anchor Investor pursuant to the Other Subscription

Agreements, the Other Subscription Agreements reflect the same Per Share Price and other terms that are no more favorable to such subscriber

thereunder than the terms of this Subscription Agreement, other than terms particular to the regulatory requirements of such subscriber

or its affiliates or related funds.

2.2.17 There is no

(i) action, suit, claim or other proceeding, in each case by or before any governmental authority pending, or, to the knowledge of PubCo,

threatened against PubCo, or (ii) judgment, decree, injunction, ruling or order of any governmental entity or arbitrator outstanding against

PubCo.

2.2.18 PubCo is not

in violation of, has not violated, is not under investigation with respect to any violation or alleged violation of, any law, or judgment,

order or decree entered by any court, arbitrator or authority, domestic or foreign, nor is there any basis for any such charge.

2.2.19 PubCo is not,

and immediately after receipt of payment for the Securities will not be, subject to registration as an “investment company”

under the Investment Company Act of 1940, as amended.

2.2.20 The information

included in the effective Registration Statement on Form S-4 and the related proxy statement, including any supplements thereto, that

PubCo has filed in connection with the Transactions with the Commission (the “Form S-4/Proxy Statement”) does not, as of the

date the Form S-4/Proxy Statement was filed with the Commission and will not, at the Closing Date, contain any untrue statement of a material

fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light

of the circumstances under which they are made, not false or misleading but excluding any forward looking statements contained therein.

2.2.21 As of the date

hereof, to the knowledge of PubCo, the representations and warranties of the Company contained in Article IV of the Business Combination

Agreement, as each may be qualified by the Company Disclosure Schedule (as defined in the Business Combination Agreement), were true and

correct subject to and based on any applicable materiality qualifications described in the condition set forth in Section 8.02(a) of the

Business Combination Agreement.

2.3 SPAC’s Representations,

Warranties and Agreements. To induce each Subscriber to purchase the Securities, SPAC hereby represents and warrants to each Subscriber

and agrees with each Subscriber, as of the date hereof and as of the Closing, as follows:

2.3.1 As of their

respective filing dates, each form, report, statement, schedule, prospectus, proxy, registration statement and other documents filed by

SPAC with the Commission prior to the date of this Subscription Agreement (the “SPAC Commission Documents”) complied

in all material respects with the requirements of the Exchange Act and the Securities Act applicable to the SPAC Commission Documents

and the rules and regulations of the Commission promulgated thereunder applicable to the SPAC Commission Documents. None of the SPAC Commission

Documents filed under the Exchange Act or the Securities Act, contained, when filed or, if amended prior to the date of this Subscription

Agreement, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact

or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances

under which they were made, not misleading. To the knowledge of SPAC, there are no material outstanding or unresolved comments in comment

letters from the Commission staff with respect to any of the SPAC Commission Documents.

2.3.2 The information

included in the definitive proxy statement, including any supplement thereto that SPAC has filed in connection with the Transactions with

the Commission does not, as of the date the definitive proxy statement was filed with the Commission and will not, at the Closing Date,

contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary in order

to make the statements therein, in the light of the circumstances under which they are made, not false or misleading but excluding any

forward looking statements contained therein.

2.3.3 As of the date

hereof, to the knowledge of SPAC, the representations and warranties of the Company contained in Article IV of the Business Combination

Agreement, as each may be qualified by the Company Disclosure Schedule (as defined in the Business Combination Agreement), were true and

correct subject to and based on any applicable materiality qualifications described in the condition set forth in Section 8.02(a) of the

Business Combination Agreement.

2.3.4 The representations

and warranties of SPAC contained in Article V of the Business Combination Agreement (without giving effect to any amendments thereto entered

into following the date hereof) are incorporated by reference herein mutatis mutandis as if fully set forth in this Subscription Agreement

as of the date hereof, and as of the Closing Date, and are for the benefit of each Subscriber.

Settlement Date, Delivery and Closing.

3.1 The closing of the Subscription

contemplated hereby (the “Closing”) shall occur on the Closing Date (as defined in the Business Combination Agreement)

(the “Closing Date”), and concurrently with the consummation of the Transactions. Upon written notice from (or on behalf

of) SPAC to Subscriber (the “Closing Notice”) at least three (3) Business Days prior to the date that SPAC reasonably

expects all conditions to the closing of the Transactions to be satisfied, each Subscriber shall deliver to PubCo on the Closing Date,

following receipt by such Subscriber of the Issuance Evidence (as defined below) in form and substance reasonably acceptable to such Subscriber,

such Subscriber’s Purchase Price for its Shares and Pre-Funded Warrants, as applicable, by wire transfer of United States dollars

in immediately available funds to the account specified by SPAC in the Closing Notice, which account shall not be an escrow account. On

the Closing Date and prior to the payment by each Subscriber of its Purchase Price for the Securities, (i) PubCo shall issue the Shares

to each Subscriber and cause the Shares to be registered in book entry form in the name of Subscriber (or its nominee in accordance with

its delivery instructions) or to a custodian designated by Subscriber, as applicable, on PubCo’s share register (which book entry

records shall contain an appropriate notation concerning transfer restrictions of the Shares in accordance with applicable securities

laws of the states of the United States and other applicable jurisdictions), and will provide to Subscriber evidence of such issuance

from PubCo’s transfer agent in form and substance reasonably acceptable to such Subscriber (the “Share Issuance Evidence”)

and (ii) PubCo shall deliver the Pre-Funded Warrants in certificated form in the name of Subscriber (or its nominee in accordance with

its delivery instructions) or to a custodian designated by Subscriber, as applicable (the “PFW Warrant Issuance Evidence”

and, together with the Share Issuance Evidence, the “Issuance Evidence”). In the event that the consummation of the

Transactions does not occur within one (1) Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise

agreed to in writing by SPAC, PubCo and the Subscriber, PubCo shall promptly (but in no event later than two (2) Business Days after the

anticipated Closing Date specified in the Closing Notice) return the Purchase Price so delivered by Subscriber to PubCo by wire transfer

in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed repurchased and cancelled.

Notwithstanding such return, repurchase or cancellation, (i) Subscriber acknowledges and agrees that a failure to close on the anticipated

Closing Date specified in the Closing Notice shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth

in this Section 3 to be satisfied or waived on or prior to the Closing Date and (ii) unless and until this Subscription Agreement

is terminated in accordance with Section 5 herein, Subscriber shall remain obligated (A) to redeliver funds to PubCo on the new

Closing Date following the SPAC’s delivery to Subscriber of a new Closing Notice in accordance with this Section 3.1 and (B) to

consummate the Closing on the new Closing Date and immediately prior to the consummation of the Transactions upon satisfaction of the

conditions set forth in this Section 3. For the purposes of this Subscription Agreement, “Business Day” means

any day other than a Saturday, Sunday or any other day on which commercial banks are required or authorized to close in the State of New

York. Notwithstanding anything to the contrary set forth in this Subscription Agreement, for any Subscriber that has provided notice to

PubCo that this sentence shall apply to it, PubCo shall not issue or sell, and the Subscriber shall not purchase or acquire, any shares

of Class A Common Stock which, when aggregated with all shares of Class A Common Stock then beneficially owned by the Subscriber and its

affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder and based solely on the

information provided to PubCo by any such Subscriber), would result in the beneficial ownership by the Subscriber, together with its affiliates,

of more than 14.99% of the outstanding shares of Class A Common Stock immediately after giving effect to the Closing and the consummation

of the transactions contemplated hereby, and the number of Shares and the applicable purchase price for such Subscriber shall be reduced

accordingly.

3.2 Conditions to Closing

of PubCo. PubCo’s obligations to sell and issue the Shares and the Pre-Funded Warrants, as applicable, at the Closing are subject

to the fulfillment or (to the extent permitted by applicable law) written waiver by PubCo, on or prior to the Closing Date, of each of

the following conditions:

3.2.1 The representations

and warranties made by Subscriber in Section 2.1 hereof shall be true and correct in all material respects when made (other than

representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect, which representations and warranties

shall be true and correct in all respects) and shall be true and correct in all material respects on and as of the Closing Date (unless

they specifically speak as of another date in which case they shall be true and correct in all material respects as of such date) (other

representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect, which representations and warranties

shall be true and correct in all respects) with the same force and effect as if they had been made on and as of such date), but, in each

case (x) without giving effect to consummation of the Transactions and (y) other than failures to be true and correct that would not result,

individually or in the aggregate, in a Subscriber Material Adverse Effect.

3.2.2 Subscriber shall

have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Subscription

Agreement to be performed, satisfied or complied with by Subscriber at or prior to the Closing, except where the failure of such performance

or compliance would not or would not reasonably be expected to prevent, materially delay, or materially impair the ability of the Subscriber

to consummate the Closing.

3.2.3 There shall

not be in force any order, judgment or injunction by or with any governmental authority in the United States enjoining or prohibiting

the consummation of the Subscription.

3.2.4 SPAC shall have

obtained the SPAC Shareholder Approval, including the approval of SPAC’s shareholders for the issuance and sale by PubCo of the

Securities.

3.2.5 The closing

of the Transactions shall be scheduled to occur promptly after the Closing.

3.3 Conditions to Closing

of Subscriber. Subscriber’s obligation to purchase the Shares and Pre-Funded Warrants at the Closing is subject to the fulfillment

or (to the extent permitted by applicable law) written waiver by Subscriber, on or prior to the Closing Date, of each of the following

conditions:

3.3.1 The representations

and warranties made by PubCo in Section 2.2 hereof shall be true and correct in all material respects when made (other than representations

and warranties that are qualified as to materiality or PubCo Material Adverse Effect, which representations and warranties shall be true

and correct in all respects) and shall be true and correct in all material respects on and as of the Closing Date (unless they specifically

speak as of another date in which case they shall be true and correct in all material respects as of such date) (other than representations

and warranties that are qualified as to materiality or PubCo Material Adverse Effect, which representations and warranties shall be true

and correct in all respects) with the same force and effect as if they had been made on and as of such date), but, in each case (x) without

giving effect to consummation of the Transactions and (y) other than failures to be true and correct that would not result, individually

or in the aggregate, in a PubCo Material Adverse Effect.

3.3.2 PubCo shall

have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Subscription

Agreement to be performed, satisfied or complied with by PubCo at or prior to the Closing, except where the failure of such performance

or compliance would not or would not reasonably be expected to prevent, materially delay, or materially impair the ability of PubCo to

consummate the Closing.

3.3.3 There shall

not be in force any order, judgment or injunction by or with any governmental authority enjoining or prohibiting the consummation of the

Subscription or the Transactions and no such governmental authority shall have instituted or threatened in writing a proceeding seeking

to impose any such injunction or prohibition.

3.3.4 SPAC shall have

obtained the SPAC Shareholder Approval, including the approval of the SPAC’s shareholders for the issuance and sale by PubCo of

the Securities.

3.3.5 The closing

of the Transactions shall be scheduled to occur promptly after the Closing.

3.3.6 There shall

not have occurred any suspension of the SPAC securities for sale or trading on Nasdaq and, to SPAC’s knowledge, no proceedings for

any such purpose shall have been initiated or threatened.

3.3.7 The Class A

Common Stock shall have been approved for listing on the Listing Exchange, subject only to official notice of listing thereof.

3.3.8 No Company Material

Adverse Effect or SPAC Material Adverse Effect (each as defined in the Business Combination Agreement) shall have occurred.

3.3.9 The Requisite

Company Approval (as defined in the Business Combination Agreement) shall have been delivered to SPAC and the Required SPAC Proposals

(as defined in the Business Combination Agreement) shall have been approved and adopted by the requisite affirmative vote of the shareholders

of SPAC.

3.3.10 All conditions

precedent to the consummation of the closing of the Transactions shall have been satisfied or waived by the party entitled to the benefit

thereof under the Business Combination Agreement (other than those conditions that may only be satisfied at the consummation of the closing

of the Transactions, but subject to satisfaction or waiver by such party of such conditions as of the consummation of the closing of the

Transactions), and Transactions will be consummated immediately following the Closing. Except to the extent consented to in writing by

Subscriber, the Business Combination Agreement (as filed with the Commission prior to the date hereof) shall not have been amended, modified,

supplemented or waived in a manner that would reasonably be expected to materially and adversely affect the economic benefits that Subscriber

would reasonably expect to receive under this Subscription Agreement. There shall have been no amendment, waiver or modification to the

Other Subscription Agreements that materially benefits any such Other Subscriber thereunder (other than terms particular to the legal

or regulatory requirements of such Other Subscriber or its affiliates or related persons) unless Subscriber has been offered substantially

the same benefits.

Registration Statement.

4.1 PubCo agrees that,

within thirty (30) calendar days after the consummation of the Transactions (the “Filing Date”), PubCo will file with

the Commission (at PubCo’s sole cost and expense) a registration statement registering the resale of the Shares and the Warrant

Shares (the “Registrable Securities” and such registration statement, the “Registration Statement”),

and PubCo shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after

the filing thereof, but no later than the earlier of (i) the 60th calendar day (or 90th calendar day if the Commission notifies the Company

that it will “review” the Registration Statement) following the Filing Date, and (ii) the 7th Business Day after the date

the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed”

or will not be subject to further review; provided, however, that PubCo’s obligations to include the Registrable Securities

in the Registration Statement are contingent upon Subscriber furnishing in writing to PubCo such information regarding Subscriber, the

securities of PubCo held by Subscriber and the intended method of disposition of the Registrable Securities as shall be reasonably requested

by PubCo to effect the registration of the Registrable Securities, and Subscriber shall execute such documents in connection with such

registration as PubCo may reasonably request that are customary of a selling shareholder in similar situations. For purposes of clarification,

any failure by PubCo to file the Registration Statement by the Filing Date or to cause such Registration Statement to be declared effective

shall not otherwise relieve PubCo of its obligations to file the Registration Statement or cause the same to be declared effective as

set forth above in this Section 4. For purposes of this Section 4, the Registrable Securities included in the Registration

Statement shall include, as of any date of determination, the Shares, the Warrant Shares and any other equity security of PubCo issued

or issuable with respect to the Shares or the Warrant Shares by way of share split, dividend, distribution, recapitalization, merger,

exchange, replacement or similar event or otherwise, and “Subscriber” shall include any person to which the rights under this

Section 4 shall have been duly assigned. PubCo shall provide a draft of the Registration Statement to Subscriber for review at

least two (2) Business Days in advance of filing the Registration Statement. In no event shall Subscriber be identified as a statutory

underwriter in the Registration Statement unless requested by the Commission and consented to by Subscriber. If the Commission requests

that Subscriber be identified as a statutory underwriter in the Registration Statement, Subscriber will have an opportunity to withdraw

from the Registration Statement. Notwithstanding the foregoing, if the Commission prevents PubCo from including any or all of the Registrable

Securities proposed to be registered for resale under the Registration Statement due to limitations on the use of Rule 415 of the Securities

Act for the resale of the Registrable Securities by the applicable shareholders or otherwise, (i) such Registration Statement shall register

for resale such number of Shares and Warrant Shares which is equal to the maximum number of Shares and Warrant Shares as is permitted

by the Commission and (ii) the number of Shares and Warrant Shares to be registered for each selling stockholder named in the Registration

Statement shall be reduced pro rata among all such selling stockholders; and as promptly as practicable after being permitted to register

additional Shares or Warrant Shares under Rule 415 under the Securities Act, PubCo shall amend the Registration Statement or file a new

Registration Statement to register such Shares or Warrant Shares not included in the initial Registration Statement and cause such amendment

or Registration Statement to become effective as promptly as practicable.

4.2 PubCo shall, upon reasonable

request, inform Subscriber as to the status of the registration effected by PubCo pursuant to this Subscription Agreement. At its expense

PubCo shall:

4.2.1 except for such

times as PubCo is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement, use its commercially

reasonable efforts to keep such registration, and any qualification, exemption or compliance under state securities laws which PubCo determines

to obtain, continuously effective with respect to Subscriber, to file all reports as required by the Exchange Act, provide all customary

and reasonable cooperation necessary to enable Subscriber to resell the Shares and the Warrant Shares pursuant to the Registration Statement,

qualify the Shares and the Warrant Shares for listing on the applicable Listing Exchange on which PubCo securities are then listed, to

keep the applicable Registration Statement or any subsequent shelf registration statement free of any material misstatements or omissions,

and to update or amend the Registration Statement as necessary to include the Shares and the Warrant Shares and provide customary notice

to holders of the Shares and the Warrant Shares, until the earlier of the following: (i) Subscriber ceases to hold any Registrable Securities,

and (ii) the date all Registrable Securities held by Subscriber may be sold without restriction under Rule 144, including any volume and

manner of sale restrictions under Rule 144 and without the requirement for PubCo to be in compliance with the current public information

required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable);

4.2.2 advise Subscriber

as expeditiously as possible, but in any event within five (5) Business Days:

(a) when the Registration

Statement or any post-effective amendment thereto has become effective;

(b) of the issuance

by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for

such purpose; and

by PubCo of any notification with respect to the suspension of the qualification of the Registrable Securities included therein for sale

in any jurisdiction or the initiation or threatening of any proceeding for such purpose.

Notwithstanding anything to the contrary

set forth herein, PubCo shall not, when so advising Subscriber of such events, provide Subscriber with any material, nonpublic information

regarding PubCo other than to the extent that providing notice to Subscriber of the occurrence of the events listed in (a) through (c)

above constitutes material, nonpublic information regarding PubCo;

4.2.3 use its commercially

reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement as soon as reasonably

practicable;

4.2.4 upon the occurrence

of any event that requires the making of any changes in the Registration Statement or prospectus so that, as of such date, the statements

therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements

therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, except for such times

as PubCo is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of the Registration Statement, PubCo

shall use its commercially reasonable efforts to as soon as reasonably practicable prepare a post-effective amendment to the Registration

Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers

of the Registrable Securities included therein, such prospectus will not include any untrue statement of a material fact or omit to state

any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

4.2.5 use its commercially

reasonable efforts to cause all Shares to be listed on each securities exchange or market, if any, on which the Class A Common Stock is

then listed;

4.2.6 allow Subscriber

to review and consent to disclosure specifically regarding Subscriber in the Registration Statement on reasonable advance notice (which

consent shall not be unreasonably withheld);

4.2.7. use its commercially

reasonable efforts to take all other steps reasonably necessary to effect the registration of the Registrable Securities and to enable

the sale of the Registrable Securities under Rule 144; and

4.2.8. cause PubCo’s

transfer agent to remove any restrictive legend (a) at Subscriber’s request, when the Registrable Securities are sold pursuant to

Rule 144 under the Securities Act or the Registration Statement or may be sold without restriction under Rule 144 and (b) upon effectiveness

of the Registration Statement registering the resale of the Registrable Securities, in each case provided that the Subscriber has delivered

customary representation letters as may be requested by PubCo’s counsel. In connection therewith, if required by PubCo’s transfer

agent and upon receipt of any customary certifications or other documentation reasonably requested by PubCo, PubCo will promptly cause

an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates

and directions required by the transfer agent that authorize and direct the transfer agent to issue such Registrable Securities without

any such legend.

Notwithstanding anything to the contrary in this

Subscription Agreement, PubCo shall not have any obligation to prepare any prospectus supplement, participate in any due diligence, execute

any agreements or certificates or deliver legal opinions (other than customary de-legending certificates and opinions) or obtain comfort

letters in connection with any sales of the Registrable Securities under the Registration Statement.

4.3 Notwithstanding anything

to the contrary in this Subscription Agreement, PubCo shall be entitled to delay or postpone the effectiveness of the Registration Statement,

and from time to time to require Subscriber not to sell under the Registration Statement or to suspend the effectiveness thereof, if (i)

the Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact

required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in

the case of the prospectus) not misleading (it being understood that PubCo hereby covenants to prepare and file such supplement or amendment

as soon as practicable), or (ii) the filing, effectiveness or continued use of the Registration Statement or related prospectus would

(a) require additional disclosure by PubCo in the Registration Statement of material non-public information that PubCo has a bona fide

business purpose for keeping confidential and the non-disclosure of which in the Registration Statement would be expected, in the reasonable

determination of PubCo’s board of directors, upon the advice of legal counsel, to cause the Registration Statement to fail to comply

with applicable disclosure requirements, (b) require the inclusion in such Registration Statement or related prospectus of financial statement

that are unavailable to PubCo for reasons beyond PubCo’s control or (c) in the good faith judgment of the majority of PubCo’s

board of directors, be seriously detrimental to PubCo, and the majority of the board of directors of PubCo concludes as a result that

it is essential to defer such filing, initial effectiveness or continued use at such time (each such circumstance, a “Suspension

Event”); provided, however, that PubCo (x) may not delay or suspend the Registration Statement for more than sixty

(60) consecutive calendar days, or more than one hundred and twenty (120) total calendar days, in each case during any twelve (12)-month

period and (y) shall use its reasonable efforts to make such Registration Statement available for the sale by the Subscriber of such securities

as soon as practicable thereafter. Upon receipt of any written notice from PubCo of the happening of any Suspension Event during the period

that the Registration Statement is effective, Subscriber agrees that (i) it will immediately discontinue offers and sales of the Registrable

Securities under the Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144) until Subscriber

receives written notice from PubCo that it may resume such offers and sales, and (ii) it will maintain the confidentiality of any information

included in such written notice delivered by PubCo unless otherwise required by law or subpoena. If so directed by PubCo, Subscriber will

deliver to PubCo or, in Subscriber’s sole discretion destroy, all copies of the prospectus covering the Registrable Securities in

Subscriber’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus

covering the Registrable Securities shall not apply (i) to the extent Subscriber is required to retain a copy of such prospectus (a) in

order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (b) in accordance with a bona fide

pre-existing document retention policy or (ii) to copies stored electronically on archival servers as a result of automatic data back-up.

4.4 The parties hereto agree

that:

4.4.1 PubCo shall, notwithstanding

any termination of this Subscription Agreement, indemnify, defend and hold harmless the Subscriber (to the extent a selling stockholder

under the Registration Statement), the officers, directors, agents, partners, members, managers, shareholders, Affiliates, employees and

investment advisers of each Subscriber, each person who controls such Subscriber (within the meaning of Section 15 of the Securities Act

or Section 20 of the Exchange Act), and the officers, directors, partners, members, managers, shareholders, agents, Affiliates, employees

and investment advisers of each such controlling person, to the fullest extent permitted by applicable law, from and against any and all

losses, claims, damages, liabilities, costs (including, without limitation, reasonable and documented costs of preparation and investigation

and reasonable and documented attorneys’ fees) and reasonable and documented expenses (collectively, “Losses”),

as incurred, that arise out of or are based upon (i) any untrue or alleged untrue statement of material fact contained in any Registration

Statement (or incorporated by reference therein), any prospectus included in any Registration Statement or any form of prospectus or in

any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission

to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or form

of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, or (ii) any violation or

alleged violation by PubCo of the Securities Act, the Exchange Act or any state securities law or any rule or regulation thereunder, in

connection with the performance of its obligations under this Section 4, except to the extent, but only to the extent, that such

untrue statements, alleged untrue statements, omissions or alleged omissions are caused by or contained in any information regarding Subscriber

furnished in writing to PubCo by Subscriber expressly for use therein.

PubCo shall notify Subscriber

promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by

this Section 4 of which PubCo is aware. Such indemnity shall remain in full force and effect regardless of any investigation made

by or on behalf of an indemnified party and shall survive the transfer of the Registrable Securities by Subscriber.

4.4.2 Each Subscriber shall,

severally and not jointly with any other selling shareholder named in the Registration Statement, indemnify and hold harmless PubCo, its

directors, officers, agents and employees, each person who controls PubCo (within the meaning of Section 15 of the Securities Act and

Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling persons, to the fullest extent permitted

by applicable law, from and against all Losses, as incurred, arising out of or that are based upon any untrue or alleged untrue statement

of a material fact contained in the Registration Statement, any prospectus included in the Registration Statement, or any form of prospectus,

or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission

of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus, or any form

of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading to the extent, but only

to the extent, that such untrue statements or omissions are caused by or contained in any information regarding Subscriber furnished in

writing to PubCo by Subscriber expressly for use therein. In no event shall the liability of Subscriber be greater in amount than the

dollar amount of the net proceeds received by Subscriber upon the sale of the Registrable Securities giving rise to such indemnification

obligation.

4.4.3. The indemnification rights

and obligations pursuant to this Section 4 are in addition to, and not exclusive of, the indemnification rights and obligations set forth

in Section 11 of this Subscription Agreement.

Termination. This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights

and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon

the earlier to occur of (i) such date and time as the Business Combination Agreement is validly terminated in accordance with its terms,

(ii) upon the mutual written agreement of each of the parties hereto to terminate this Subscription Agreement, (iii) if any of the conditions

to Closing set forth in Section 3.2 or Section 3.3 are not satisfied or waived by the party entitled to grant such waiver

on or prior to the Closing and, as a result thereof, the transactions contemplated by this Subscription Agreement are not consummated

at the Closing, and (iv) if the Closing has not occurred by June 9, 2026; provided, that (a) Section 3.1 shall survive any

termination of this Subscription Agreement that occurs following the funding by Subscriber of the Purchase Price in accordance with the

terms and conditions of Section 3.1, and (b) nothing herein will relieve any party from liability for any willful breach hereof

prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or

damages arising from such breach. SPAC shall notify Subscriber of the termination of the Business Combination Agreement and any Other

Subscription Agreement promptly after the termination of such agreement. Upon termination of this Subscription Agreement, pursuant to

this Section 5, after the delivery by each Subscriber of the Purchase Price for the Securities, PubCo shall promptly (but not later

than two (2) Business Days thereafter) have the Purchase Price returned to each Subscriber without any deduction for, or on account of,

any tax, withholding, charges or set-off.

Miscellaneous.

6.1 Further Assurances.

At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties

reasonably may deem to be practical and necessary in order to consummate the Subscription as contemplated by this Subscription Agreement.

6.1.1 Subscriber acknowledges

that PubCo, the SPAC and the Placement Agent will rely on the acknowledgments, understandings, agreements, representations and warranties

made by Subscriber contained in this Subscription Agreement. Prior to the Closing, Subscriber agrees to promptly notify PubCo, SPAC and

the Placement Agent if any of the acknowledgments, understandings, agreements, representations and warranties made by Subscriber set forth

herein are no longer accurate in all material respects. Subscriber further acknowledges and agrees that the Placement Agent is a third-party

beneficiary of the representations and warranties of the Subscriber contained in Sections ‎2.1.8, 2.1.9, and

2.1.10 of this Subscription Agreement to the extent such representations and warranties relate to the Placement Agent.

6.1.2 SPAC and PubCo

each acknowledges and agrees that the Placement Agent is entitled to rely on the agreements, representations and warranties of PubCo contained

in this Subscription Agreement. Prior to the Closing, PubCo agrees to promptly notify the Placement Agent if any of the agreements, representations

and warranties of PubCo are no longer accurate in all material respects.

6.1.3 Each of PubCo,

Subscriber and the SPAC is irrevocably authorized to produce this Subscription 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.

6.1.4 Prior to the

Closing, PubCo may request from Subscriber such additional information as PubCo may reasonably deem necessary to evaluate the eligibility

of Subscriber to acquire the Securities, and Subscriber shall as soon as reasonably practicable provide such information as may be reasonably

requested, to the extent within Subscriber’s possession and control and consistent with internal policies and procedure; provided,

that, PubCo agrees to keep any such information provided by Subscriber confidential except as required by law.

6.1.5 Each party shall

pay all of its own expenses in connection with this Subscription Agreement and the transactions contemplated herein (it being agreed that

all expenses related to any Registration Statement are for the account of PubCo to the extent provided in Section 4, and PubCo shall be

responsible for the fees of its transfer agent and all of DTC’s fees associated with the issuance of the Shares and Warrant Shares

and the removal of any restrictive legends as provided for herein).

6.1.6 Each party to

this Subscription Agreement shall take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or

advisable to consummate the transactions contemplated by this Subscription Agreement on the terms and conditions described therein no

later than immediately following the consummation of the Transactions.

6.1.7 The Subscriber

hereby acknowledges and agrees that it will not, nor will any person acting at the Subscriber’s direction or pursuant to any understanding

with the Subscriber (including the Subscriber’s controlled Affiliates), directly or indirectly, offer, sell, pledge, contract to

sell, sell any option in, or engage in hedging activities or execute any “short sales” (as defined in Rule 200 of Regulation

SHO under the Exchange Act) with respect to, any Shares or any securities of the SPAC or any instrument exchangeable for or convertible

into any Shares or any securities of the SPAC until the consummation of the Transactions (or such earlier termination of this Subscription

Agreement in accordance with its terms). Notwithstanding the foregoing, (i) nothing herein shall prohibit any entities under common management

with the Subscriber that have no knowledge of this Subscription Agreement or of the Subscriber’s participation in the transactions

contemplated hereby (including the Subscriber’s controlled Affiliates and/or Affiliates) from entering into any short sales; (ii)

in the case of a Subscriber that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of

such Subscriber’s assets and the portfolio managers have no knowledge of the investment decisions made by the portfolio managers

managing other portions of such Subscriber’s assets, this Section 6.1.7 shall only apply with respect to the portion of assets

managed by the portfolio manager that made the investment decision to acquire the Securities covered by this Subscription Agreement.

6.1.8 From the date

hereof until the Closing Date, PubCo shall provide prompt written notice to Subscriber of any (i) amendment, modification or waiver of

any provision of the Business Combination Agreement that would reasonably be expected to materially and adversely affect the economic

benefits that Subscriber or PubCo would reasonably expect to receive under this Subscription Agreement or (ii) any declaration by the

Company or SPAC of a Company Material Adverse Effect or SPAC Material Adverse Effect (each as defined in the Business Combination Agreement)

under the Business Combination Agreement.

6.2 Notices. Any notice

or communication required or permitted hereunder shall be in writing and either delivered personally, emailed or 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

(i) when so delivered personally, (ii) when sent, with no mail undeliverable or other rejection notice, if sent by email, or (iii) three

(3) 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:

6.2.1 if to Subscriber,

to such address or addresses set forth on the signature page hereto;

6.2.2 if to SPAC or

PubCo, 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 copy (which shall not constitute notice) to:

DLA Piper LLP (US)

1251 Avenue of the Americas

New York, New York 10020

Attention: Sidney Burke; Stephen P. Alicanti

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

6.3 Entire Agreement.

This Subscription 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, including any commitment letter entered

into relating to the subject matter hereof.

6.4 Modifications and Amendments.

This Subscription Agreement may not be amended, modified, supplemented or waived except by an instrument in writing, signed by the party

against whom enforcement of such amendment, modification, supplement or waiver is sought.

6.5 Assignment. Neither

this Subscription Agreement nor any rights, interests or obligations that may accrue to the parties hereunder (including Subscriber’s

rights to acquire the Securities) may be transferred or assigned without the prior written consent of each of the other parties hereto

(other than the Securities acquired hereunder, if any, and then only in accordance with this Subscription Agreement). Notwithstanding

the foregoing, Subscriber may assign some or all of its rights and obligations under this Subscription Agreement to any fund or account

managed or advised by the same investment manager or investment adviser as the Subscriber or by an affiliate of such investment manager

(which shall include any Person in which such investment manager holds 50% or more of such Person’s voting securities) without the

prior consent of SPAC and PubCo; provided that (x) prior to such assignment, any such assignee shall agree in writing to be bound

by the terms hereof and (y) no such assignment shall relieve the Subscriber of its obligations hereunder.

6.6 Benefit. Except as

otherwise provided herein, this Subscription 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. This Subscription Agreement shall not confer rights or remedies upon any person

other than the parties hereto and their respective successors and assigns, and, except as set forth in Sections 4.4, 6.1.1

and 11, the parties hereto acknowledge that such persons so referenced are third party beneficiaries of this Subscription Agreement

with right of enforcement for the purposes of, and to the extent of, the rights granted to them, if any, pursuant to the applicable provisions;

provided, that, notwithstanding anything to the contrary contained in this Subscription Agreement, prior to the Closing, the Company

is an intended third-party beneficiary of each of the provisions of this Subscription Agreement.

6.7 Governing Law. This

Subscription Agreement, and any claim or cause of action hereunder based upon, arising out of or related to this Subscription Agreement

(whether based on law, in equity, in contract, in tort or any other theory) or the negotiation, execution, performance or enforcement

of this Subscription Agreement, shall be governed by and construed in accordance with the Laws of the State of New York, without giving

effect to the principles of conflicts of law thereof.

6.8 Consent to Jurisdiction;

Waiver of Jury Trial. Each of the parties irrevocably consents to the exclusive jurisdiction and venue of the state and federal courts

of the State of New York (the “Chosen Courts”) in connection with any matter based upon or arising out of this Subscription

Agreement. Each party hereby waives, and shall not assert as a defense in any legal dispute, that (i) such person is not personally subject

to the jurisdiction of the Chosen Courts for any reason, (ii) such legal proceeding may not be brought or is not maintainable in the Chosen

Courts, (iii) such person’s property is exempt or immune from execution, (iv) such legal proceeding is brought in an inconvenient

forum or (v) the venue of such legal proceeding is improper. Each party hereby consents to service of process in any such proceeding in

any manner permitted by New York law, further consents to service of process by nationally recognized overnight courier service guaranteeing

overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant to Section ‎6.2

and waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. Notwithstanding

the foregoing in this Section ‎6.8, a party may commence any action, claim, cause of action or suit in a court other than the

Chosen Courts solely for the purpose of enforcing an order or judgment issued by the Chosen Courts. TO THE EXTENT NOT PROHIBITED BY APPLICABLE

LAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL

DISPUTE RELATING TO THIS SUBSCRIPTION AGREEMENT WHETHER NOW EXISTING OR HEREAFTER ARISING. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE

IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING

OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT. FURTHERMORE, NO PARTY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE

ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.

6.9 Severability. If

any term, provision, covenant or restriction of this Subscription Agreement is held by a court of competent jurisdiction to be invalid,

illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full

force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable

efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term,

provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed

the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal,

void or unenforceable.

6.10 No Waiver of Rights,

Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or remedy under this Subscription Agreement,

and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy of such party. No single

or partial exercise of any right, power or remedy under this Subscription Agreement by a party hereto, nor any abandonment or discontinuance

of steps to enforce any such right, power or remedy, shall preclude such party from any other or further exercise thereof or the exercise

of any other right, power or remedy hereunder. The election of any remedy by a party hereto shall not constitute a waiver of the right

of such party to pursue other available remedies. No notice to or demand on a party not expressly required under this Subscription Agreement

shall entitle the party receiving such notice or demand to any other or further notice or demand in similar or other circumstances or

constitute a waiver of the rights of the party giving such notice or demand to any other or further action in any circumstances without

such notice or demand.

6.11 Remedies.

6.11.1 The parties

agree that irreparable damage would occur if this Subscription Agreement was not performed or the Closing is not consummated in accordance

with its specific terms or was otherwise breached and that money damages or other legal remedies would not be an adequate remedy for any

such damage. It is accordingly agreed that the parties hereto shall be entitled to seek equitable relief, including in the form of an

injunction or injunctions, to prevent breaches or threatened breaches of this Subscription Agreement and to enforce specifically the terms

and provisions of this Subscription Agreement in an appropriate court of competent jurisdiction as set forth in Section ‎6.8,

this being in addition to any other remedy to which any party is entitled at law or in equity, including money damages. The right to specific

enforcement shall include the right of the parties hereto to cause any other party hereto to cause the transactions contemplated hereby

to be consummated on the terms and subject to the conditions and limitations set forth in this Subscription Agreement. The parties hereto

further agree (i) to waive any requirement for the security or posting of any bond in connection with any such equitable remedy, (ii)

not to assert that a remedy of specific enforcement pursuant to this Section ‎6.11 is unenforceable, invalid, contrary to applicable

law or inequitable for any reason and (iii) to waive any defenses in any action for specific performance, including the defense that a

remedy at law would be adequate.

6.11.2 The parties

acknowledge and agree that this Section ‎6.11 is an integral part of the transactions contemplated hereby and without that

right, the parties hereto would not have entered into this Subscription Agreement.

6.12 Survival of Representations

and Warranties. All representations and warranties made by the parties hereto in this Subscription Agreement shall survive the Closing.

For the avoidance of doubt, if for any reason the Closing does not occur immediately following the consummation of the Transactions, all

representations, warranties, covenants and agreements of the parties hereunder shall survive the consummation of the Transactions and

remain in full force and effect.

6.13 Headings and Captions.

The headings and captions of the various subdivisions of this Subscription Agreement are for convenience of reference only and shall in

no way modify or affect the meaning or construction of any of the terms or provisions hereof.

6.14 Counterparts. This

Subscription Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same

agreement and shall become effective when counterparts have been signed by each party and delivered to the other parties, it being understood

that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or any other

form of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such

signature is executed) with the same force and effect as if such signature page were an original thereof.

6.15 Construction. The

words “include,” “includes,” and “including” will be deemed to be followed by

“without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender,

and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words

“this Subscription Agreement,” “herein,” “hereof,” “hereby,”

“hereunder,” and words of similar import refer to this Subscription Agreement as a whole and not to any particular

subdivision unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will

have independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any respect,

the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative

levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such party hereto is in

breach of the first representation, warranty, or covenant. All references in this Subscription Agreement to numbers of shares, per share

amounts and purchase prices shall be appropriately adjusted to reflect any stock split, stock dividend, stock combination, recapitalization

or the like occurring after the date hereof.

6.16 Mutual Drafting.

This Subscription Agreement is the joint product of the parties hereto and each provision hereof has been subject to the mutual consultation,

negotiation and agreement of the parties and shall not be construed for or against any party hereto.

6.17 Subscriber Obligations

are Several and not Joint. The obligations of each Subscriber under this Subscription Agreement are several and not joint with the

obligations of any other Subscriber under this Subscription Agreement and any Other Subscriber under the Other Subscription Agreements,

and no Subscriber shall be responsible in any way for the performance of the obligations of any other Subscriber under this Subscription

Agreement or Other Subscriber under the Other Subscription Agreements. The decision of a Subscriber to subscribe for Securities pursuant

to this Subscription Agreement has been made by such Subscriber independently of any other Subscriber under this Subscription Agreement

or Other Subscriber under the Other Subscription Agreements and independently of any information, materials, statements or opinions as

to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects

of the SPAC, Company, PubCo or any of their respective subsidiaries which may have been made or given by any Other Subscriber or by any

agent or employee of any Other Subscriber, and neither a Subscriber nor any of its agents or employees shall have any liability to any

Other Subscriber (or any other person) relating to or arising from any such information, materials, statements or opinions. Nothing contained

herein or in any Other Subscription Agreement, and no action taken by any Subscriber or any Other Subscriber pursuant hereto or thereto,

shall be deemed to constitute such Subscriber and the Other Subscribers as a partnership, an association, a joint venture or any other

kind of entity, or create a presumption that such Subscriber and Other Subscribers are in any way acting in concert or as a group (within

the meaning of Section 13(d) of the Exchange Act) with respect to such obligations or the transactions contemplated by this Subscription

Agreement and the Other Subscription Agreements. Each Subscriber acknowledges that no Other Subscriber has acted as agent for such Subscriber

in connection with making its investment hereunder and no Other Subscriber will be acting as agent of such Subscriber in connection with

monitoring its investment in the Securities or enforcing its rights under this Subscription Agreement. Each Subscriber shall be entitled

to independently protect and enforce its rights, including without limitation the rights arising out of this Subscription Agreement, and

it shall not be necessary for any Other Subscriber to be joined as an additional party in any proceeding for such purpose.

Cleansing Statement; Consent to Disclosure.

7.1 The SPAC shall, by 9:00

a.m., New York City time, on the first (1st) Business Day immediately following the date of this Subscription Agreement (provided that,

if this Subscription Agreement is executed between midnight and 9:00 a.m., New York City time on any Business Day, no later than 9:01

a.m. on the date hereof), issue, or cause to be issued, one (1) or more press releases or file, or cause to be filed, with the Commission

a Current Report on Form 8-K (collectively, the “Disclosure Document”, and the actual filing of such press release

and/or Current Report on Form 8-K, the “Disclosure Time”), which Current Report on Form 8-K shall include as exhibits

this Subscription Agreement and the Investor Presentation (to the extent not previously filed or furnished as an exhibit to a filing with

the Commission), disclosing all material terms of the transactions contemplated hereby and the Transactions. Following the Disclosure

Time, the Subscriber shall not be in possession of any material, non-public information received from the Company, the SPAC, PubCo or

any of their respective officers, directors, employees or agents in connection with the transactions contemplated by this Subscription

Agreement and the Transactions, and except as set forth in Section 4.3, Subscriber shall no longer be subject to any confidentiality

or similar obligations under any current agreement, whether written or oral with the Company, the SPAC, PubCo, the Placement Agent, or

any of their respective Affiliates in connection with the Transactions.

7.2 Neither PubCo nor SPAC shall

(i) publicly disclose the name of any Subscriber, its advisers or any of their respective affiliates, or include the name of any Subscriber

or their respective advisers or affiliates in any press release, without the prior written consent of such Subscriber or (ii) publicly

disclose the name of any Subscriber, its advisers or any of their respective affiliates, or include the name of any Subscriber, its advisers

or any of their respective affiliates in any filing with the Commission or any regulatory agency or trading market, without the prior

written consent of such Subscriber, except (a) as required by the federal securities laws, rules or regulations, including in connection

with the filing of a Registration Statement pursuant to Section 4, or (b) to the extent such disclosure is required by other laws,

rules or regulations, at the request of the staff of the Commission or regulatory agency or under the regulations of Nasdaq, in which

case PubCo, as applicable, shall provide such Subscriber with prior written notice of such permitted disclosure, and shall reasonably

consult with such Subscriber regarding such disclosure.

Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Subscriber acknowledges that, as described

in the SPAC’s prospectus relating to its initial public offering (the “IPO”) dated July 25, 2023, available at

www.sec.gov, the SPAC has established a trust account (the “Trust Account”) containing the proceeds of the IPO and

from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit

of the SPAC, its public shareholders and certain other parties. For and in consideration of the SPAC entering into this Subscription Agreement,

and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber on behalf of itself

and each of its Affiliates and subsidiaries, and each of its and their employees, agents, representatives and any other person or entity

acting on its and their behalf hereby (a) agrees that it does not now and shall not at any time hereafter have any right, title, interest

or claim of any kind in or to any assets held in the Trust Account, and shall not make any claim against the Trust Account, arising out

or as a result of, in connection with or relating in any way to this Subscription Agreement, and regardless of whether such claim arises

based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter

as the “Released Claims”), (b) irrevocably waives any Released Claims that it may have against the Trust Account now

or in the future as a result of, or arising out of, this Subscription Agreement, and (c) agrees that it will not seek recourse against

the Trust Account as a result of, in connection with or relating in any way to this Subscription Agreement; provided, however,

that nothing in this Section 8 shall be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance

with the SPAC Organizational Documents in respect of any redemptions by Subscriber in respect of SPAC Class A Ordinary Shares.

9. Rule 144. From and

after such time as the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the Commission

that may allow Subscriber to sell the Securities to the public without registration are available to holders of Class A Common Stock and

until the third (3rd) anniversary of the Closing Date, PubCo shall, at its expense:

9.1 make and keep public information

available, as those terms are understood and defined in Rule 144;

9.2 use commercially reasonable

efforts to file with the Commission in a timely manner all reports and other documents required of PubCo under the Securities Act and

the Exchange Act so long as PubCo remains subject to such requirements and the filing of such reports and other documents is required

for the applicable provisions of Rule 144 to enable Subscriber to sell the Shares under Rule 144 for so long as the Subscriber holds any

Shares;

9.3 furnish to Subscriber, promptly

upon Subscriber’s reasonable request, (i) a written statement by PubCo, if true, that it has complied with the reporting requirements

of Rule 144, the Securities Act, and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of PubCo and such other

reports and documents so filed by PubCo, and (iii) such other information as may be reasonably requested to permit Subscriber to sell

such securities pursuant to Rule 144 without registration; and

9.4 If in the opinion of counsel

to PubCo, it is then permissible to remove the restrictive legend from the Shares pursuant to Rule 144 under the Securities Act, then

in connection with a sale of such Shares, at Subscriber’s request, PubCo will request its transfer agent to remove the legend referenced

in Section 2.1.5.

10. Non-Reliance and Exculpation.

The Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any

person, firm or corporation (including, without limitation, the Placement Agent, any of its affiliates or any control persons, officers,

directors, employees, partners, agents or representatives), other than the statements, representations and warranties of PubCo expressly

contained in Section 2.2 of this Subscription Agreement, in making its investment or decision to invest in PubCo. Subscriber acknowledges

and agrees that none of (i) any Other Subscriber pursuant to an Other Subscription Agreement, or any other investor pursuant to any agreement

related to the private placement of the Securities (including such person’s affiliates or any control persons, officers, directors,

employees, partners, agents or representatives of any of the foregoing), (ii) the Placement Agent, its affiliates or any control

persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the

Business Combination Agreement or any Non-Party Affiliate, shall have any liability to the Subscriber, or to any Other Subscriber or other

investor, pursuant to, arising out of or relating to this Subscription Agreement, any Other Subscription Agreement, or any other agreement

related to the private placement of the Securities, the negotiation hereof or thereof or its subject matter, or the transactions contemplated

hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any

of them in connection with the purchase of the Securities or with respect to any claim (whether in tort, contract or otherwise) for breach

of this Subscription Agreement, any Other Subscription Agreement, or any other agreement, or in respect of any written or oral representations

made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements

or omissions with respect to any information or materials of any kind furnished by PubCo, the SPAC, the Company, or the Placement Agent

concerning PubCo, the SPAC, the Company, the Placement Agent or any Non-Party Affiliate, any of their respective controlled affiliates,

this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party

Affiliate” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder

or affiliate of PubCo, the SPAC, the Company, the Placement Agent or any of PubCo’s, the SPAC’s, the Company’s or the

Placement Agent’s respective controlled affiliates or any family member of the foregoing.

11. Indemnification.

11.1 Each of PubCo and SPAC

agrees to indemnify and hold harmless each Subscriber and its affiliates, and their respective directors, officers, trustees, members,

managers, employees, investment advisers and agents (collectively, the “Indemnified Persons”), from and against any and all

losses, claims, damages, liabilities and expenses (including without limitation reasonable and documented attorney fees and disbursements

and other documented out-of-pocket expenses reasonably incurred in connection with investigating, preparing or defending any action, claim

or proceeding, pending or threatened and the costs of enforcement thereof) to which such Indemnified Person may become subject (i) as

a result of any breach of representation, warranty, covenant or agreement made by or to be performed on the part of PubCo or SPAC under

this Subscription Agreement or (ii) as a result of or arising out of any action, claim or proceeding, pending or threatened, against an

Indemnified Person in any capacity by any third party (including a stockholder of PubCo or SPAC), whether directly or in a derivative

capacity, who is not an affiliate of the Indemnified Person, with respect to the transactions contemplated by this Subscription Agreement

or the Business Combination Agreement, and will reimburse any such Indemnified Person for all such amounts as they are incurred by such

Indemnified Person.

11.2 Any person entitled to

indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification

and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party;

provided that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the

defense of such claim, but the fees and expenses of such counsel shall be at the expense of such person unless (A) the indemnifying party

has agreed in writing to pay such fees or expenses, (B) the indemnifying party shall have failed to assume the defense of such claim and

employ counsel reasonably satisfactory to such person or (C) in the reasonable judgment of any such person, based upon written advice

of its counsel, a conflict of interest exists between such person and the indemnifying party with respect to such claims (in which case,

if the person notifies the indemnifying party in writing that such person elects to employ separate counsel at the expense of the indemnifying

party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such person); and provided, further,

that the failure of any indemnified party to give written notice as provided herein shall not relieve the indemnifying party of its obligations

hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the defense

of any such claim or litigation. It is understood that the indemnifying party shall not, in connection with any proceeding in the same

jurisdiction, be liable for fees or expenses of more than one separate firm of attorneys at any time for all such indemnified parties.

No indemnifying party will, except with the consent of the indemnified party, which consent shall not be unreasonably withheld, conditioned

or delayed, consent to entry of any judgment or enter into any settlement unless such judgment or settlement (i) imposes no liability

or obligation on, (ii) includes as an unconditional term thereof the giving of a complete, explicit and unconditional release from the

party bringing such indemnified claims of all liability of the indemnified party in respect of such claim or litigation in favor of, and

(iii) does not include any admission of fault, culpability, wrongdoing, or wrongdoing or malfeasance by or on behalf of, the indemnified

party. No indemnified party will, except with the consent of the indemnifying party, which consent shall not be unreasonably withheld,

conditioned or delayed, consent to entry of any judgment or enter into any settlement.

11.3 The indemnification rights

and obligations pursuant to this Section 11 are in addition to, and not exclusive of, the indemnification rights and obligations set forth

in Section 4.4 of this Subscription Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF,

each of the SPAC, PubCo and Subscriber has executed or caused this Subscription Agreement to be executed by its duly authorized representative

as of the date first set forth above.

SPAC:

HAYMAKER ACQUISITION CORP. 4

By:

Name:

Title:

PUBCO:

SUNCRETE, INC.

By:

Name:

Title:

Accepted and agreed this _____ day of March, 2026.

SUBSCRIBER:

Signature of Subscriber:

Signature of Joint Subscriber, if applicable:

By:

Name:

Title:

Name of Subscriber:

Name of Joint Subscriber, if applicable:

(Please print. Please indicate name and capacity of person signing above)

(Please Print. Please indicate name and capacity of person signing above)

Name in which securities are to be registered (if different from the name of Subscriber

listed directly above): ___________________

Email Address:

If there are joint investors, please check one:

¨ Joint Tenants with Rights of

Survivorship

¨ Tenants-in-Common

¨ Community Property

Subscriber’s EIN:

Joint Subscriber’s EIN:

Business Address-Street:

Mailing Address-Street (if different):

City, State, Zip:

Attn:

Telephone No.:

Facsimile No.:

Pre-Funded Warrants:

Aggregate Number of Shares subscribed for:

Beneficial Ownership Blocker:

Aggregate Purchase Price:

Except as provided in Section 1 of this

Subscription Agreement, you must pay the Purchase Price by wire transfer of U.S. dollars in immediately available funds, to be held in

escrow until the Closing, to the account specified by PubCo in the Closing Notice.

EXHIBIT A

Form of Pre-Funded Warrant

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH

THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE

IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),

AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT

TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE

WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION

WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED

INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT

[●]

Warrant Shares: [ ]

Issue Date: [ ]

THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT

(the “Warrant”) certifies that, for value received, __________ or its assigns (the “Holder”) is

entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after

the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”),

to subscribe for and purchase from [●], a Delaware corporation (the “Company”), up to [●] shares of Class

A Common Stock, par value $0.0001 per share (the “Common Stock” and such Common Stock underlying this Warrant, subject

to adjustment hereunder, the “Warrant Shares”) of the Company. The purchase price of one share of Common Stock underlying

this Warrant shall be equal to the Exercise Price set forth in Section 2(b) below.

Section 1.

Definitions. Capitalized terms used and not otherwise defined herein

shall have the meanings set forth in that certain Subscription Agreement (the “Subscription Agreement”), dated [●],

2025, among the Company and the purchasers signatory thereto.

Section 2.

Exercise.

(a)

Exercise of Warrant. Subject to the terms and conditions hereof, exercise of the purchase rights represented by this Warrant

may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by

delivery to the Company of a duly executed facsimile copy or PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise

in the form attached hereto as Exhibit B (the “Notice of Exercise”). Within the earlier of (i) one (1)

Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein)

following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in

the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise

procedure specified in Section 3(c) below is applicable and specified in the applicable Notice of Exercise. The Company shall

have no obligation to inquire with respect to or otherwise confirm the authenticity of the signature(s) contained on any Notice of Exercise

nor the authority of the person executing such Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any

medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein

to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all

of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant

to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company.

Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall

have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number

of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the

date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such

notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph,

following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at

any given time may be less than the amount stated on the face hereof.

For the avoidance of doubt, there is no circumstance that would require

the Company to net cash settle the Warrants.

(b)

Exercise Price. The purchase price of this Warrant ($9.9999 per Warrant Share) was pre-funded to the Company on or prior

to the Initial Exercise Date and, consequently, no additional consideration (other than the nominal exercise price of $0.0001 per Warrant

Share) shall be required to be paid by the Holder to any Person to effect any exercise of this Warrant. The Holder shall not be entitled

to the return or refund of all, or any portion, of such pre-paid purchase price under any circumstance or for any reason whatsoever. The

unpaid exercise price per Warrant Share shall be $0.0001, subject to adjustment hereunder (the “Exercise Price”).

(c)

Cashless Exercise. This Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise”

in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by

(A), where:

(A) = as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice

of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 3(a) hereof on a day that is

not a Trading Day or (2) both executed and delivered pursuant to Section 3(a) hereof on a Trading Day prior to the opening

of “regular trading hours” (as defined in Rule 600(b) of Regulation NMS promulgated under the federal securities laws) on

such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable

Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. (“Bloomberg”)

as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular

trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close

of “regular trading hours” on a Trading Day) pursuant to Section 3(a) hereof or (iii) the VWAP on the date of

the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed

and delivered pursuant to Section 3(a) hereof after the close of “regular trading hours” on such Trading Day;

(B) = the Exercise Price of this Warrant, as adjusted hereunder, in effect on the date of exercise; and

(X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with

the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.

“Bid Price”

means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or

quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the Trading

Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City

time) to 4:02 p.m. (New York City time)), (b) if the Common Stock is not then listed or quoted on a Trading Market and if prices for the

Common Stock are then reported on the OTCQB Venture Market (“OTCQB”) or the OTCQX Best Market (“OTCQX”),

as applicable, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX,

as applicable, (c) if the Common Stock is not then listed or quoted for trading on a Trading Market or on OTCQB or OTCQX and if prices

for the Common Stock are then reported on The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting

prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share

of Common Stock as determined by an independent appraiser selected in good faith by the holders of a majority in interest of the Securities

then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

“Trading Day”

means any day on which the Trading Market is open for trading, including any day on which the Trading Market is open for trading for a

period of time less than the customary time. If the Common Stock is not then listed or quoted on a Trading Market, Trading Day means a

Business Day.

“Trading Market”

means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the

NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York Stock Exchange (or

any successors to any of the foregoing).

“VWAP”

means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or

quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)

on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m.

(New York City time) to 4:02 p.m. (New York City time)), (b) if the Common Stock is not then listed or quoted on a Trading Market and

if prices for the Common Stock is then reported on OTCQB or OTCQX, as applicable, the volume weighted average price of the Common Stock

for such date (or the nearest preceding date) on OTCQB or OTCQX, as applicable, (c) if the Common Stock is not then listed or quoted for

trading on a Trading Market or on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a similar

organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported,

or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good

faith by the holders of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the fees and

expenses of which shall be paid by the Company.

If Warrant Shares are issued

in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the holding

period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position

contrary to this Section 2(c).

(d)

Mechanics of Exercise.

(i)

Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted

by the Company’s transfer agent to the Holder by crediting the account of the Holder’s or its designee’s balance account

with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is

then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares

to or resale of the Warrant Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale

limitations pursuant to Rule 144 (assuming cashless exercise of the Warrants), and otherwise by physical delivery of a certificate or

book-entry certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of

Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise

by the date that is the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, provided that

payment of the aggregate Exercise Price (other than in the instance of a cashless exercise) is received by the Company by such date, (ii)

one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the

Standard Settlement Period after the delivery to the Company of the Notice of Exercise, provided that payment of the aggregate Exercise

Price (other than in the instance of a cashless exercise) is received by the Company by such date (such date, the “Warrant Share

Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become

the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery

of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received

within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following

delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice

of Exercise by the Warrant Share Delivery Date, provided that payment of the aggregate Exercise Price (other than in the instance of a

cashless exercise) is received by the Company by such date, the Company shall pay to the Holder, in cash, as liquidated damages and not

as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable

Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the third Trading Day after the Warrant Share Delivery

Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise.

The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding

and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a

number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery

of the Notice of Exercise.

(ii)

Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request

of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new

Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall

in all other respects be identical with this Warrant.

(iii)

Rescission Rights. If the Company fails to cause its transfer agent to transmit to the Holder the Warrant Shares pursuant

to Section 3(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise by delivering

written notice to the Company.

(iv)

Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available

to the Holder, if the Company fails to cause its transfer agent to transmit to the Holder the Warrant Shares in accordance with the provisions

of Section 3(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date (other than any such failure

that is due to any action or inaction by the Holder with respect to such exercise, or due to circumstances beyond the Company’s

reasonable control), and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise)

or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of

the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A)

pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if

any) for the Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company

was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise

to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent

number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to

the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery

obligations hereunder. For example, if the Holder purchases shares of Common Stock having a total purchase price of $11,000 to cover a

Buy-In with respect to an attempted exercise of Warrants with an aggregate sale price giving rise to such purchase obligation of $10,000,

under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide

the Company written notice promptly after the occurrence of a Buy-In, indicating the amounts payable to the Holder in respect of the Buy-In

and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any

other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive

relief with respect to the Company’s failure to timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant

to the terms hereof.

(v)

No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise

of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company

shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied

by the Exercise Price or round up to the next whole share.

(vi)

Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer

tax or other incidental expense in respect of the issuance of such Warrant Shares, except that the Holder shall be responsible for any

applicable income or capital gains taxes, and the Company shall be responsible for other customary issuance expenses, and such Warrant

Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however,

that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for

exercise shall be accompanied by the Assignment Form, attached hereto as Exhibit C, duly executed by the Holder and the Company

may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company

shall pay all transfer agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company

(or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

(vii)

Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise

of this Warrant, pursuant to the terms hereof.

(e)

Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have

the right to exercise any portion of this Warrant, and any such attempted exercise shall be void and of no effect, pursuant to Section 3

or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise,

the Holder (together with (i) the Holder’s Affiliates, (ii) any other Persons acting as a group together with the Holder or any

of the Holder’s Affiliates, and (iii) any other Persons whose beneficial ownership of the shares of Common Stock would or could

be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (such Persons, “Attribution Parties”)),

would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the

number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number

of Warrant Shares issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the

number of Warrant Shares which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially

owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted

portion of any other securities of the Company (including, without limitation, any other Common Stock equivalents) subject to a limitation

on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution

Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated

in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the

Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act

and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation

contained in this Section 2(e) applies, the submission of a Notice of Exercise shall be deemed to be the Holder’s determination

of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution

Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company

shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status

as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated

thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may

rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report

filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice

by the Company or its transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written request of a Holder,

the Company shall within two (2) Trading Days confirm in writing to the Holder the number of shares of Common Stock then outstanding.

In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of

securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such

number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be [4.99]% (or,

upon election by a Holder prior to the issuance of any Warrants, [9.99]%) of the number of shares of the Common Stock outstanding immediately

after giving effect to the issuance of Warrant Shares issuable upon exercise of this Warrant. The Holder, upon notice to the Company,

may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial

Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect

to the issuance of Warrant Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e)

shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after

such notice is delivered to the Company. In the event that the issuance of Common Stock to the Holder upon exercise of this Warrant results

in the Holder, together with the Attribution Parties, collectively being deemed to beneficially own, in the aggregate, more than the Beneficial

Ownership Limitation, the number of shares so issued by which the aggregate Beneficial Ownership of the Holder and its Attribution Parties

exceeds such limitation (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder

and/or the Attribution Parties shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after

the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the

Holder for the Excess Shares and the Holder shall return the Excess Shares to the Company. The provisions of this paragraph shall not

be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct

this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein

contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained

in this paragraph shall apply to a successor holder of this Warrant. If the Warrant is unexercisable as a result of the Holder’s

Beneficial Ownership Limitation, no alternate consideration is owing to the Holder, provided that the Holder shall continue to have the

right, subject to the conditions set out herein, to exercise any unexercised portion of the Warrant which was otherwise exercisable and

all other rights, powers and remedies shall remain hereunder in full force and effect.

Section 3.

Certain Adjustments.

(a)

Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or

otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable

in shares of Common Stock (which, for avoidance of doubt, shall not include any Warrant Shares issued by the Company upon exercise of

this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of

reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares

of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction

of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before

such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the

number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this

Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after

the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately

after the effective date in the case of a subdivision, combination or re-classification.

(b)

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 4(a) above, if at any time that

this Warrant is outstanding the Company grants, issues or sells any Common Stock equivalents or rights to purchase stock, warrants, securities

or other property pro rata to all or substantially all of the record holders of any class of shares of Common Stock (the “Purchase

Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase

Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise

of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation)

immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record

is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such

Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase

Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in

such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such

extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto

would not result in the Holder exceeding the Beneficial Ownership Limitation).

(c)

Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend

or other distribution of its assets (or rights to acquire its assets) to all or substantially all of the holders of shares of Common Stock,

by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property

or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction)

(a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled

to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number

of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including

without limitation, the Beneficial Ownership Limitation) immediately before the date as of which a record is taken for such Distribution,

or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation

in such Distribution (provided, however, that to the extent that the Holder’s right to participate in any such Distribution

would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such

Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent)

and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto

would not result in the Holder exceeding the Beneficial Ownership Limitation).

(d)

Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in

one or more related transactions effects any merger or consolidation of the Company with or into another Person in which the Company is

not the surviving entity (other than a reincorporation in a different state), (ii) the Company or any Subsidiary, directly or indirectly,

effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of the assets of the

Company and its Subsidiaries, taken as a whole, in one or a series of related transactions, (iii) any, direct or indirect, purchase offer,

tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted

to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of more than 50%

of the outstanding shares representing the aggregate voting power of all classes of equity securities of the Company, (iv) the Company,

directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common

Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities,

cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase

agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme

of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding shares

of the aggregate voting power of all classes of equity of the Company (each a “Fundamental Transaction”), then, upon

any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable

upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to

any limitation in Section 3(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor or

acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate

Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for

which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 3(e)

on the exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted

to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock

in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable

manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given

any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same

choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. The Company

shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”)

to assume in writing all of the obligations of the Company under this Warrant, in accordance with the provisions of this Section 3(d)

pursuant to written agreements in form and substance reasonably satisfactory to the Holder prior to such Fundamental Transaction and shall,

at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written

instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital

stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise

of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an

exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value

of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares

of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the

consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence

of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of

such Fundamental Transaction, the provisions of this Warrant, referring to the “Company” shall refer instead to the Successor

Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant,

with the same effect as if such Successor Entity had been named as the Company herein; provided, however, that to the extent that the

Holder’s right to participate in any such Fundamental Transaction Rights would result in the Holder and its Attribution Parties,

collectively, beneficially owning in excess of the Beneficial Ownership Limitation of the Common Stock that would be issued and outstanding

following receipt of such Fundamental Transaction Rights (such excess amount of Common Stock, the “Excess Fundamental Transaction

Rights”), then the Holder shall not be entitled to participate in such Fundamental Transaction Rights to the extent of the Excess

Fundamental Transaction Rights (and shall not have the right to acquire such Excess Fundamental Transaction Rights). The Excess Fundamental

Transaction Rights shall be held in abeyance for the benefit of the Holder until such time or times as (1) its right to receive some or

all of the Excess Fundamental Transaction Rights would not result in the Holder and its Attribution Parties beneficially owning Common

Stock in excess of the Beneficial Ownership Limitation and (2) the Holder so certifies in writing to the Company and specifies the number

of shares of Common Stock it is able to receive without exceeding the Beneficial Ownership Limitation, at which time or times the Holder

shall be granted that portion of the Excess Fundamental Transaction Rights (and any Excess Fundamental Transaction Rights granted, issued

or sold on such initial Fundamental Transaction Rights or on any subsequent Fundamental Transaction Rights to be held similarly in abeyance)

to the same extent as if there had been no such limitation. For the avoidance of doubt, the Holder shall be entitled to the benefits of

the provisions of this Section 3(d) regardless of whether the Company has sufficient authorized shares of Common Stock for the issuance

of Warrant Shares.

(e)

[Reserved].

(f)

Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th

of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and

outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and

outstanding.

(g)

Notice to Holder.

(i)

Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3,

the Company shall promptly deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment

and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

(ii)

Notice to Allow Exercise by Holder. If, while the Warrant is outstanding, (A) the Company declares a dividend (or any other

distribution in whatever form and other than, for the avoidance of doubt, a stock split or combination) on the Common Stock, (B) the Company

declares a special nonrecurring cash dividend on, or a redemption of, the shares of Common Stock, (C) the Company authorizes the granting

to all holders of the shares of Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class

or of any rights, (D) the approval of any shareholders of the Company is required in connection with a Fundamental Transaction, or (E)

the Company authorizes the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each

case, the Company shall cause to be delivered by facsimile or email to the Holder at its last facsimile number or email address as it

shall appear upon the Warrant Register of the Company, at least 10 calendar days prior to the applicable record or effective date hereinafter

specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption,

rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to

such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation,

merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders

of the Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable

upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice

or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such

notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the

Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report

on Form 8-K. An alternative suitable filing with the Commission or the issuance of a press release shall also satisfy this notice requirement.

The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date

of the event triggering such notice except as may otherwise be expressly set forth herein.

Section 4.

Transfer of Warrant.

(a)

Transferability. Subject to compliance with any applicable securities laws, the conditions set forth in Section 5(d)

hereof, and the provisions of Section 2.1.5 of the Subscription Agreement, this Warrant and all rights hereunder (including, without limitation,

any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company

or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by

the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such

surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee

or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the

assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding

anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder

has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days

of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned

in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

(b)

New Warrants. Subject to compliance with applicable securities laws, this Warrant may be divided or combined with other

Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations

in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 5(a),

as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants

in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or

exchanges shall be dated the Issue Date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares

issuable pursuant thereto.

(c)

Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose

(the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat

the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder,

and for all other purposes, absent actual notice to the contrary.

(d)

Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant,

the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act

and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current

public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder

or transferee of this Warrant, as the case may be, comply with the provisions of Sections 6.5 and 6.6 of the Subscription Agreement.

(e)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant

and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to

or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities

law, except pursuant to sales registered or exempted under the Securities Act.

Section 5.

Miscellaneous.

(a)

No Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights,

dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 3(d)(i), except

as expressly set forth in Section 4. Without limiting the rights of a Holder to receive Warrant Shares on a “cashless

exercise” as permitted in Section 3(c) and to receive the cash payments contemplated pursuant to Section 3(d)(i)

and Section 3(d)(iv), in no event will the Company be required to net cash settle an exercise of this Warrant.

(b)

Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably

satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares,

and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant,

shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the

Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant

or stock certificate.

(c)

Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right

required or granted herein shall not be a Trading Day, then such action may be taken or such right may be exercised on the next succeeding

Trading Day.

(d)

Authorized Shares.

The Company covenants that,

at all times during the period the Warrant is outstanding, it will reserve from its authorized and unissued shares of Common Stock a sufficient

number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company

further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing

the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action

as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation,

or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares

which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented

by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable

and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any

transfer occurring contemporaneously with such issue).

Except and to the extent as

waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of

incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any

other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times

in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to

protect the rights of Holder as set forth in this Warrant against impairment (it being understood that this Warrant shall not in any case

prevent the Company from effecting any such amendment, reorganization, transfer, consolidation, merger, dissolution, issuance or sale).

Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount

payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or

appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this

Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory

body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.

Before taking any action which

would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company

shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or

bodies having jurisdiction thereof.

(e)

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall

be determined in accordance with the provisions of the Subscription Agreement.

(f)

Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered,

and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws, and

in such case, by the acceptance hereof, represents and warrants that the Holder will acquire such Warrant Shares issuable upon such exercise

for its own account and not with a view to or for distributing or reselling Warrant Shares or any part thereof in violation of the Securities

Act or any applicable state securities laws.

(g)

Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder

shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other

provision of this Warrant or the Subscription Agreement, if the Company willfully and knowingly fails to comply with any provision of

this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient

to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings,

incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

(h)

Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company

shall be delivered in accordance with the notice provisions of the Subscription Agreement.

(i)

Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant

to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the

Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company

or by creditors of the Company.

(j)

Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages,

will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate

compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to

assert the defense in any action for specific performance that a remedy at law would be adequate.

(k)

Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby

shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted

assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and

shall be enforceable by the Holder or holder of Warrant Shares.

(l)

Amendment. This Warrant may be modified, amended, or the provisions hereof waived only with the written consent of both

the Company and the Holder of this Warrant. Any such modification, amendment or waiver shall be binding on all subsequent holders of this

Warrant.

(m)

Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and

valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision

shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining

provisions of this Warrant.

(n)

Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be

deemed a part of this Warrant.

********************

(Signature Page Follows)

IN WITNESS WHEREOF, the Company

has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

SUNCRETE,

INC.

By:

Name:

Title:

EXHIBIT B

NOTICE OF EXERCISE

TO: Suncrete, Inc.

(1) The undersigned hereby elects

to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders

herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2) Payment shall take the form

of (check applicable box):

¨ in lawful money of the United

States; or

¨ if permitted the cancellation

of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 3(c), to exercise

this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in

subsection 3(c).

(3) Please issue said Warrant

Shares in the name of the undersigned or in such other name as is specified below:

The Warrant Shares shall be delivered to the following

DWAC Account Number:

(4) Accredited Investor.

The undersigned hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation

D promulgated under the Securities Act of 1933, as amended, and acknowledges that this representation is being relied upon by the Company

in issuing the Warrant Shares.

[SIGNATURE OF HOLDER]

Name of Investing Entity:

Signature of Authorized Signatory of Investing Entity:

Name of Authorized Signatory:

Title of Authorized Signatory:

Date:

EXHIBIT C

ASSIGNMENT FORM

(To assign the foregoing

Warrant, execute this form and supply required information. Do not use this form to exercise the Warrant to purchase shares.)

FOR VALUE RECEIVED, the foregoing

Warrant and all rights evidenced thereby are hereby assigned to

Name:

(Please Print)

Address:

(Please Print)

Phone Number:

Email Address:

Dated: _______________ __, ______

Holder’s Signature: _______________

Holder’s Address:_______________

Schedule 2.2.14

Capitalization

1. PubCo has entered into a securities exchange agreement with existing holders of the Senior Preferred Units

of Concrete Partners Holding, LLC to exchange the Series Preferred Units for a new series of Series A Convertible Preferred Stock with

similar rights and preferences as the Series Preferred Units.

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