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:
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).
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.
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 24, 2026, Haymaker and Suncrete entered
into Non-Redemption Agreements (each, a “Non-Redemption Agreement”) with certain investors (collectively, the “Investors”),
pursuant to which, among other things, the Investors agreed to acquire an aggregate of 4,442,085 Class A ordinary shares of Haymaker,
par value $0.0001 per share, initially included as part of the units sold in Haymaker’s initial public offering (the “Public
Shares”) from shareholders of Haymaker, either in the open market or through privately negotiated transactions, at a price no higher
than the redemption price per share payable to public shareholders who exercise redemption rights with respect to their Public Shares,
prior to the closing date of the Business Combination, to waive their redemption rights and hold the Public Shares through the closing
date of the Business Combination, and to abstain from voting and not vote the Public Shares in favor of or against the Business Combination.
Suncrete intends to pay to the shareholders that sell Public Shares in connection with the Non-Redemption Agreements an amount equal to
the difference between the actual redemption price for the Public Shares and the price at which such sellers sell the Public Shares to
the Investors. As a result of the Non-Redemption Agreements and after giving effect to the aggregate fees that Suncrete has agreed to
pay the Investors, Haymaker is expected to receive net proceeds of approximately $10.75 per non-redeemed Public Share. Haymaker may enter
into additional Non-Redemption Agreements on similar terms. Assuming that the Investors acquire all of the Public Shares they have agreed
to purchase and that the previously announced PIPE investment is consummated for aggregate proceeds of $105.5 million, the parties anticipate
that the Minimum Cash Condition (as defined in the Business Combination Agreement) will be satisfied upon consummation of the Business
Combination.
The foregoing descriptions of the Non-Redemption
Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the form thereof, which
is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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.
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.
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.
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 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.
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.
Exhibit 99.1
NON-REDEMPTION AGREEMENT
THIS NON-REDEMPTION AGREEMENT
(this “Agreement”), dated as of [ ], is made by and between Haymaker Acquisition Corp. 4, a Cayman Islands exempted
company (the “Company”), Concrete Partners Holding, LLC (the “Target”) and the undersigned
shareholder (the “Holder”).
RECITALS
WHEREAS, the Company has entered
into the Business Combination Agreement (“Business Combination Agreement”), dated as of October 9, 2025, with
the Target and certain other persons, which provides, among other things, for the business combination of the Company and the Target (collectively,
the “Business Combination”);
WHEREAS, the Company’s
amended and restated memorandum and articles of association, as amended (the “Articles”), provide that a shareholder
of the Company may redeem its Class A ordinary shares, par value $0.0001 per share, initially sold as part of the units in the Company’s
initial public offering (whether they were purchased in such initial public offering or thereafter in the open market) (the “Public
Shares”) in connection with the consummation of the Business Combination, on the terms set forth in the Articles (“Redemption
Rights”);
WHEREAS, Holder wishes to
acquire from shareholders of the Company $[ ] in aggregate value of Public Shares (the “Holder’s Shares”),
either in the open market or through privately negotiated transactions, at a price no higher than the redemption price per share payable
to shareholders who exercise Redemption Rights (the “Redemption Price”), prior to the closing date of the Business
Combination (the “Closing Date”) and to agree to waive its Redemption Rights and hold the Holder’s Shares
through the Closing Date, and to agree to abstain from voting and not vote the Holder’s Shares in favor of or against the Business
Combination, and related matters set forth herein; and
WHEREAS, on or prior to the
Closing Date, the Company expects to enter into other agreements (the “Other Non-Redemption Agreements”) with
certain other investors and/or shareholders (the “Other Holders”) pursuant to which such Other Holders will
agree to waive their Redemption Rights.
NOW, THEREFORE, in consideration
of the foregoing and the mutual acknowledgments, understandings, and agreements contained in this Agreement and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the Company and Holder hereby agree as follows:
1. Representations and Warranties of Holder. Holder represents
and warrants that:
(a) Holder (i) is a legal
entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the laws of the jurisdiction
of its organization and (ii) has all requisite corporate or other power and authority and has taken all corporate or other action necessary
in order to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.
This Agreement has been duly executed and delivered by Holder and, assuming due authorization and execution by each other party hereto,
constitutes a valid and binding agreement of Holder enforceable against Holder in accordance with its terms, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject,
as to enforceability, to general principles of equity.
(b) The execution and delivery
of this Agreement by Holder does not, and the performance by Holder of its obligations hereunder will not, (i) conflict with or result
in a violation of the organizational documents of Holder or applicable law to which Holder or the Holder’s Shares is subject, or
(ii) require any consent or approval that has not been given or other action that has not been taken by any person (including under any
contract binding upon Holder or any Holder’s Shares), in each case, to the extent such consent, approval or other action would prevent,
enjoin or materially delay the performance by Holder of its obligations under this Agreement.
(c) As of the date of this
Agreement, (i) there is no action, claim, suit, audit, assessment, arbitration, mediation or inquiry, or any proceeding or investigation,
by or before any governmental authority pending against Holder or, to the knowledge of Holder, threatened against Holder and (ii) Holder
is not a party to or subject to the provisions of any order, judgment, injunction, decree, writ, stipulation, determination or award,
in each case, entered by or with any governmental authority, in each case, that questions the beneficial or record ownership of the Holder’s
Shares or the validity of this Agreement or would reasonably be expected to prevent or materially delay, impair or adversely affect the
performance by Holder of its obligations under this Agreement.
2. Purchase of Shares; Waiver of Redemption
Rights.
(a) Holder shall purchase
the Holder’s Shares, at a price no higher than the Redemption Price, from third parties in the open market or through privately
negotiated transactions, including from shareholders of the Company that elect to exercise Redemption Rights. In order to effectuate the
foregoing, to the extent legally permitted to do so, Holder shall purchase Holder’s Shares at any time and from time to time prior
to the Closing Date.
(b) Holder acknowledges that
it will have Redemption Rights with respect to the Holder’s Shares purchased hereunder pursuant to the Articles. Holder covenants
and agrees, for the benefit of the Company, that neither it nor any of its controlled affiliates shall exercise any Redemption Rights
under the Articles with respect to the Holder’s Shares from the date such shares are acquired through the Termination Date (as defined
below).
(c) Holder and its controlled
affiliates shall not directly or indirectly Transfer the Holder’s Shares at any time following the date such shares are acquired
through the Termination Date. As used herein, “Transfer” shall mean the
following: (i) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise
dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation
with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the United States Securities and Exchange Commission (“SEC”) promulgated
thereunder with respect to, any of the Holder’s Shares, (ii) entry into any swap or other arrangement that transfers to another,
in whole or in part, any of the economic consequences of ownership of any of the Holder’s Shares, whether any such transaction is
to be settled by delivery of such securities, in cash or otherwise, or (iii) public announcement of any intention to effect any transaction
specified in clause (i) or (ii).
(d) In furtherance of the
covenants in paragraphs 2(b) and 2(c): (x) from the date hereof through the Termination Date, Holder hereby irrevocably waives, on behalf
of itself and its controlled affiliates, the Redemption Rights, and irrevocably constitutes and appoints the Company and its designees,
with full power of substitution, as its (and its controlled affiliates’) true and lawful agent and attorney-in-fact, with full power
and authority in its name, place and stead, to revoke any redemption election made in contravention of paragraph 2(b) above with respect
to any Holder’s Shares and to cause the Company’s transfer agent to fail to redeem such Holder’s Shares in connection
with the Business Combination, (y) Holder shall deliver such documentation as is reasonably requested by the Company to evidence that
none of the Holder’s Shares have been redeemed or Transferred, and (z) in the event of a breach of paragraph 2(b) or 2(c) with respect
to any Holder’s Shares (the “Transferred/Redeemed Shares”), Holder unconditionally and irrevocably agrees
to, or to cause one or more of its affiliates to, subscribe for and purchase from the Company (or from its assignee(s) or designee(s))
prior to the Closing Date a number of Class A ordinary shares of the Company equal to the number of such Transferred/Redeemed Shares,
for a per share purchase price equal to the amount to be received by public shareholders of the Company exercising their Redemption Rights
in connection with the Business Combination.
(e) The Company acknowledges
and agrees that the Holder and/or its controlled affiliates may own additional public shares in excess of the Holder’s Shares (the
“Other Shares”) and that nothing herein shall restrict any rights of the Holder with respect to such Other Shares
including, without limitation, the Redemption Rights or to otherwise exercise any right with respect to such Other Shares.
(f) In consideration of the
Holder’s agreement hereunder to waive its Redemption Rights with respect to the Holder’s Shares, and subject to (i) the Holder
acquiring $[__] in aggregate value of Public Shares in the open market or through privately negotiated transactions as set forth above,
(ii) Holder’s satisfaction of its other obligations hereunder, and (iii) Holder’s delivery of evidence reasonably satisfactory
to the Target that Holder has acquired the Holder’s Shares, if so requested by the Target, the Target shall promptly pay to the
Holder in cash $[ ] (the “Non-Redemption Payment”); provided, however, that the Non-Redemption Payment
will be refunded in full by the Holder to Target if the Business Combination Agreement is terminated or does not close by the Outside
Date (as defined in the Business Combination Agreement, as such date may be extended by the parties thereto).
3. Agreement to Abstain from Voting.
(a) Holder and the Company
acknowledge the guidance published by the Division of Corporation Finance with respect to tender offers set forth in the Tender Offer
Rules and Schedules Compliance and Disclosure Interpretations, Question 166.01. Accordingly, Holder covenants and agrees that Holder and
its controlled affiliates shall (i) appear at any meeting of the shareholders of the Company, however called, or at any adjournment thereof,
in person or by proxy, or otherwise cause all of the Holder’s Shares to be counted as present thereat for purposes of establishing
a quorum, and (ii) tender an “abstain” vote with respect to all of Holder’s Shares with respect to, and not vote any
of Holder’s Shares for or against, the Business Combination Agreement, the Business Combination or any other proposal brought by
the Company in connection with the Business Combination.
(b) Holder shall vote all
of Holder’s Shares against any proposal in opposition to approval of the Business Combination or in competition with or inconsistent
with the Business Combination Agreement, the Business Combination or the transactions contemplated thereby, and against any proposal,
action or agreement that would (i) impede, frustrate, prevent or nullify any provision of this Agreement, the Business Combination Agreement
or the transactions contemplated hereby or thereby, or (ii) change in any manner the dividend policy or capitalization of, including the
voting rights of any class of capital shares of, the Company.
4. Covenants of the Holder. Holder hereby
agrees to permit the Company to publish and disclose Holder’s identity, ownership of the Holder’s Shares and any Other Shares
and the nature of Holder’s commitments, arrangements and understandings under this Agreement and a copy of this Agreement, in (a)
the proxy materials filed by the Company with the SEC in connection with the Business Combination, (b) any Form 8-K filed by the Company
with the SEC in connection with the execution and delivery of this Agreement, or in connection with the Business Combination, and (c)
any other documents or communications provided by the Company or the Company to any governmental authority or to the Company’s shareholders,
in each case, to the extent required by the federal securities laws or the SEC or any other securities authorities. Holder agrees that
it shall not, and shall cause its affiliates not to, indirectly accomplish or attempt to accomplish that which it is not permitted to
accomplish directly under this Agreement.
5. Miscellaneous.
(a) The Company agrees to
indemnify and hold harmless the Holder and its partners, to the fullest extent permitted by law, from and against any and all losses,
claims, damages, obligations, penalties, judgments, awards, and other liabilities, and will advance to the Holder and/or its partners
any and all fees, costs, expenses and disbursements related to investigating, preparing, defending, asserting, or enforcing any claim,
action, suit, proceeding or investigation, whether or not in connection with pending or threatened litigation or arbitration (including
any and all legal and other expenses in giving testimony or furnishing documents in response to a subpoena or otherwise), arising out
of, related to, or in connection with this Agreement.
(b) This Agreement shall terminate
on the earliest to occur of (i) the Closing Date, (ii) the termination of the Business Combination Agreement or (iii) July 23, 2026 (the
earliest of (i), (ii) or (iii), the “Termination Date”); provided, however, that the covenants contained
in this Section 5 shall survive the termination of this Agreement in all instances.
(c) Holder acknowledges that
the Company will rely on the representations, warranties, acknowledgments, understandings and agreements contained in this Agreement.
Holder agrees to promptly notify the Company if any of the representations, warranties, acknowledgments, understandings or agreements
set forth herein are no longer accurate in all material respects.
(d) Each of the Company and
the Holder is entitled to rely upon this Agreement and is irrevocably authorized to produce this Agreement or a copy hereof to any interested
party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.
(e) Neither this Agreement
nor any rights that may accrue to Holder hereunder may be transferred or assigned. Neither this Agreement nor any rights that may accrue
to the Company hereunder may be transferred or assigned, except to the Target.
(f) This Agreement may not
be modified, waived or terminated except by an instrument in writing, signed by the party against whom enforcement of such modification,
waiver, or termination is sought.
(g) This Agreement constitutes
the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral,
among the parties, with respect to the subject matter hereof.
(h) Except as otherwise provided
herein, this Agreement shall be binding upon, and inure to the benefit of the parties hereto and their heirs, executors, administrators,
successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments
contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives
and permitted assigns.
(i) Holder acknowledges that
the Company has established a trust account containing the proceeds of its initial public offering and from certain private placements
(collectively, with interest accrued from time to time thereon, the “Trust Account”). Holder agrees that (i)
it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, and (ii) it shall have no right of
set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account,
in each case in connection with this Agreement, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that
it may have in connection with this Agreement or otherwise; provided, that such release and waiver of Claims shall not include
any rights or claims of Holder or any of its controlled affiliates to exercise Redemption Rights with respect to the Other Shares and,
after the Termination Date, the Holder’s Shares. In the event Holder has any Claim against the Company, Holder shall pursue such
Claim solely against the Company’s assets outside the Trust Account and not against the property or any monies in the Trust Account.
Holder agrees and acknowledges that such waiver is material to this Agreement and has been specifically relied upon by the Company to
induce the Company to enter into this Agreement and Holder further intends and understands such waiver to be valid, binding and enforceable
under applicable law.
(j) If any provision of this
Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Agreement
shall not in any way be affected or impaired thereby and shall continue in full force and effect.
(k) This Agreement may be
executed in two (2) or more counterparts (including by electronic means), all of which shall be considered one and the same agreement
and shall become effective when signed by each of the parties and delivered to the other parties, it being understood that all parties
need not sign the same counterpart.
(l) Holder shall pay all of
its own expenses in connection with this Agreement and the transactions contemplated hereby.
(m) Any notice or communication
required or permitted hereunder shall be in writing and either delivered personally, emailed, sent by overnight mail via a reputable overnight
carrier, or sent by certified or registered mail, postage prepaid, and shall be deemed to be given and received (a) when so delivered
personally, (b) when sent, with no mail undeliverable or other rejection notice, if sent by email, or (c) five (5) business days after
the date of mailing to the address below or to such other address or addresses as such person may hereafter designate by notice given
hereunder:
If to Holder, to such address or addresses
set forth on the signature page hereto;
If to the Company, to:
Haymaker Acquisition Corp. 4
324 Royal Palm Way, Suite 300-i
Palm Beach, Florida 33480
Attention: Christopher Bradley
Email: cbradley@mistralequity.com
with a required copy to (which copy shall not constitute
notice):
DLA Piper LLP (US)
1251 Avenue of the Americas, 27th Floor
Attention: Sidney Burke, Stephen P. Alicanti
Email: sidney.burke@us.dlapiper.com, stephen.alicanti@us.dlapiper.com
If to the Target, to:
Concrete Partners Holding, LLC
c/o SunTx Capital Partners
5420 LBJ Freeway, Suite 1000
Dallas, Texas 75240
Attention: Barrett Bruce
Email: BBruce@suntx.com
with a required copy to (which copy shall not constitute
notice):
Haynes and Boone LLP
2801 N. Harwood St., Ste.
2300
Dallas, Texas 75201
Attention: Matthew L. Fry;
Rachel O’Donnell
Email: matt.fry@haynesboone.com;
rachel.odonnell@haynesboone.com
(n) The parties agree that
irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the parties
do not perform their obligations under the provisions of this Agreement (including failing to take such actions as are required of them
hereunder to consummate this Agreement) in accordance with its specified terms or otherwise breach such provisions. The parties acknowledge
and agree that (i) the parties shall be entitled to an injunction, specific performance, or other equitable relief, to prevent breaches
of this Agreement and to enforce specifically the terms and provisions hereof, without proof of damages, this being in addition to any
other remedy to which they are entitled under this Agreement, and (ii) the right of specific enforcement is an integral part of the transactions
contemplated by this Agreement and without that right, none of the parties would have entered into this Agreement. Each party agrees that
it will not oppose the granting of specific performance and other equitable relief on the basis that the other parties have an adequate
remedy at law or that an award of specific performance is not an appropriate remedy for any reason at law or equity. The parties acknowledge
and agree that any party seeking an injunction to prevent breaches of this Agreement and to enforce specifically the terms and provisions
of this Agreement in accordance with this paragraph 5(n) shall not be required to provide any bond or other security in connection with
any such injunction.
(o) This Agreement, and all
claims or causes of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby, shall be
governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to principles or rules of conflict
of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction.
(p) Any claim, action, suit,
assessment, arbitration or proceeding based upon, arising out of or related to this Agreement, or the transactions contemplated hereby,
shall be brought in the State of New York, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court
in any such claim, action, suit, assessment, arbitration or proceeding, waives any objection it may now or hereafter have to personal
jurisdiction, venue or to convenience of forum, agrees that all claims in respect of such claim, action, suit, assessment, arbitration
or proceeding shall be heard and determined only in any such court, and agrees not to bring any claim, action, suit, assessment, arbitration
or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein
contained shall be deemed to affect the right of any party to serve process in any manner permitted by law, or to commence legal proceedings
or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any claim, action,
suit, assessment, arbitration or proceeding brought pursuant to this paragraph 5(p). EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.
(q) Holder hereby covenants
and agrees that, except for this Agreement, it (i) shall not enter into at any time while this Agreement remains in effect, any voting
agreement or voting trust with respect to the Holder’s Shares and (ii) shall not grant at any time while this Agreement remains
in effect a proxy, consent or power of attorney with respect to the Holder’s Shares that is inconsistent with this Agreement.
(r) Nothing contained in this
Agreement shall be deemed to vest in the Company or its subsidiaries any direct or indirect ownership or incidence of ownership of or
with respect to the Holder’s Shares. All rights, ownership and economic benefits of and relating to the Holder’s Shares of
the Holder shall remain fully vested in and belong to the Holder, and none of the Company or its subsidiaries shall have no authority
to direct the Holder in the voting or disposition of any of the Holder’s Shares, except as otherwise provided herein.
(s) Holder hereby agrees that
its representations, warranties and covenants set forth herein are solely for the benefit of the Company and its subsidiaries in accordance
with and subject to the terms of this Agreement, and this Agreement is not intended to, and does not, confer upon any person other than
the parties hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein,
and the parties hereto hereby further agree that this Agreement may only be enforced against, and any action that may be based upon, arise
out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against, the persons
expressly named as parties hereto.
(t) If any provision of this
Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement shall remain
in full force and effect. The parties further agree that if any provision contained herein is, to any extent, held invalid or unenforceable
in any respect under the laws governing this Agreement, they shall take any actions necessary to render the remaining provisions of this
Agreement valid and enforceable to the fullest extent permitted by law and, to the extent necessary, shall amend or otherwise modify this
Agreement to replace any provision contained herein that is held invalid or unenforceable with a valid and enforceable provision giving
effect to the intent of the parties.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the date first above written.
| COMPANY: |
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| HAYMAKER ACQUISITION CORP. 4 |
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| By: |
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| Name: |
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| Title: |
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TARGET:
CONCRETE PARTNERS HOLDING, LLC
HOLDER:
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Address for Notices: |
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Attention: |
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Email: |
[Signature Page to Non-Redemption Agreement]
