PubCo entered into a Securities Exchange Agreement on March 26, 2026, with holders of Suncrete's Senior Preferred Units to issue 26,000 shares of Series A Convertible Perpetual Preferred Stock in exchange for their Senior Preferred Units. The Series A Preferred Stock will accrue dividends at an annual rate of 9.0%, compounded quarterly, and has a liquidation preference of $1,000.00 per share plus accrued and unpaid dividends. The Series A Preferred Stock is convertible into PubCo Class A Common Stock at the greater of $18.00 per share or the five-day volume-weighted average price (VWAP) preceding conversion. PubCo may, at its option, redeem any or all outstanding Series A Preferred Stock on a pro rata basis by paying the liquidation preference plus accrued dividends. The exchange of Senior Preferred Units for Series A Preferred Stock is conditional on Available Cash (as defined in the Business Combination Agreement) being less than $250.0 million at closing. Haymaker and PubCo entered into a New Subscription Agreement on March 27, 2026, with an additional PIPE Investor for a commitment of $61.6 million, increasing the aggregate PIPE Investment to $167.1 million. The Warrantholder Meeting and Shareholder Meeting, related to the Business Combination, have been postponed from March 30, 2026, to April 2, 2026. The deadline for redemption requests has been extended from March 26, 2026, to April 1, 2026. The Series A Preferred Stock and securities from the PIPE Investment will not be registered under the Securities Act, relying on Section 4(a)(2) and/or Regulation D. A lock-up period applies to Company Securities, with 33.33% released at the six-month anniversary and another 33.33% at the nine-month anniversary of the Business Combination closing, and full release at the one-year anniversary or upon a change of control transaction. PubCo commits to filing a registration statement for the resale of Class A Common Stock issuable upon conversion of the Series A Preferred Stock within 30 calendar days after the consummation of the Transactions.