On July 21, 2021, the
Company, PubCo and OP Group announced the execution of the Business Combination Agreement. A copy of the press release is attached hereto
as Exhibit 99.3 and incorporated by reference herein.
Subscription Agreement
On July 21, 2021, concurrently
with the execution of the Business Combination Agreement, PubCo entered into subscription agreements (the “Subscription Agreements”)
with certain investors (collectively, the “PIPE Investors”), pursuant to, and on the terms and conditions of which, the PIPE
Investors have collectively subscribed for 1,500,000 PubCo Class A Common Stock shares for an aggregate purchase price equal to $15,000,000
(the “PIPE Investment”). The PIPE Investment will be consummated immediately prior to Closing. The Subscription Agreements
provide for certain customary registration rights for the PIPE Investors. The Subscription Agreements will terminate with no further force
and effect upon the earliest to occur of: (1) such date and time as the Business Combination Agreement is terminated in accordance
with its terms; (2) the mutual written agreement of each of the parties to terminate such Subscription Agreement; (3) on January 30,
2022, if the Closing has not occurred by such date, other than as a result of a breach of the PIPE Investor’s obligations; or (4) if
any of the conditions to the Closing as set forth in the Subscription Agreement are (a) not satisfied or waived in writing prior
to the Closing or (b) not capable of being satisfied on the Closing, and as a result of (a) or (b), the transactions in the
Subscription Agreement will not be and are not consummated at the Closing.
In addition, the Company is
also a party to the Subscription Agreements, but solely for the limited purpose of complying with the disclosure requirements as set forth
in Section 13 of the Subscription Agreements, which obligation was satisfied in connection with the filing of this Current Report
on Form 8-K.
The
above summary of the terms of the Subscription Agreements is qualified in its entirety by the form of Subscription Agreement, a
copy of which is filed with this Current Report on Form 8-K as Exhibit 99.4 and is incorporated herein by reference.
Registration Rights Agreement
The Business Combination Agreement
contemplates that, at the Closing, PubCo, Blocker Owner, CF OMS, Sponsor and certain of their respective affiliates will enter into a
Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which PubCo will agree to register for resale,
pursuant to the Securities Act of 1933, as amended (the “Securities Act”), certain PubCo Class A Common Stock shares
that are held by the parties thereto from time to time.
Each of the Holders (as
defined in the Registration Rights Agreement) and their respective transferees will be entitled to request to sell all or a portion of
their registrable securities in underwritten shelf takedown offerings, in each case subject to certain offering thresholds, the terms
and conditions of the Lock-Up Agreement (defined and discussed in further detail below) and certain other conditions. Demanding Holders
(as defined in the Registration Rights Agreement) are limited to three demand underwritten offerings for the term of the Registration
Rights Agreement. In addition, all Holders (as defined in the Registration Rights Agreement) have certain piggyback registration rights,
subject to customary underwriter cutbacks and certain other conditions. PubCo will bear the expenses incurred in connection with the filing
of any registration statements filed pursuant to the terms of the Registration Rights Agreement, and the Holders shall bear all incremental
selling expenses, including any fees or expenses for legal counsel representing such Holders. The Registration Rights Agreement includes
customary indemnification provisions.
The
above summary of the Registration Rights Agreement is qualified in its entirety by the form of Registration
Rights Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 99.5
and is incorporated herein by reference.
Lock-Up Agreement
The Business Combination Agreement
contemplates that, at the Closing, PubCo will enter into lock-up agreements (the “Lock-Up Agreements”) with each of Blocker
Owner, Sponsor and CF OMS, pursuant to, and on the terms and conditions of which, subject to certain exceptions, such Holders (as defined
in the Lock-Up Agreements) shall not Transfer (as defined in the Lock-Up Agreements) or make any announcement of any intention to effect
a Transfer of any of the equity interests of PubCo Beneficially Owned (as defined in the Lock-Up Agreements) by the Holder during the
period ending six months following the date of such Lock-Up Agreement.
The
above summary of the Lock-Up Agreements is qualified in its entirety by the form of Lock-Up
Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 99.6
and is incorporated herein by reference.
Investor Rights Agreement
The Business Combination Agreement
contemplates that, at the Closing, PubCo, Blocker Owner, CF OMS and Sponsor will enter into an investor rights agreement (the “Investor
Rights Agreement”), pursuant to, and on the terms and condition of which, the initial composition of the board of directors of PubCo
will be determined and Blocker Owner, CF OMS and Sponsor will be entitled to certain rights and representations on PubCo’s board
of directors, subject to certain conditions related to such party’s continued ownership of PubCo. The Investor Rights Agreement
includes a standstill provision, which restricts the parties thereto, until the termination of the standstill period (as described below),
from (1) participating in any solicitation of proxies, (2) nominating new persons as director who were not nominated pursuant
to the Investor Rights Agreement, (3) changing (a) the term or number of directors or (b) the composition of the board
of directors, (4) entering into a voting agreement, voting trust, or similar arrangement or (5) forming, joining or participating
in a group as defined in Section 13(d)(3) of the Securities Exchange Act of 1934 (the “Exchange Act”). The standstill
period shall begin upon consummation of the Transaction and shall terminate at the later of: (1) one year after the date of the Investor
Rights Agreement and (2) the date on which PubCo’s 2022 annual meeting of stockholders at which directors are elected occurs.
The
above summary of the Investor Rights Agreement is qualified in its entirety by the form of Investor
Rights Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 99.7
and is incorporated herein by reference.
PubCo Charter and PubCo Bylaws
PubCo will execute and file
an amended and restated certificate of incorporation with the Secretary of State of the State of Delaware (the “A&R PubCo Charter”),
and PubCo shall adopt amended and restated bylaws (the “A&R PubCo Bylaws”), in each case to be effective at the Blocker Effective
Time (as defined in the Business Combination Agreement), to establish PubCo’s post-transaction capital structure, authorizing: (i) 200,000,000
shares of Preferred Stock, par value $0.0001 per share, the rights of which may be designated from time to time by PubCo’s board
of directors; (ii) 500,000,000 shares of Class A Common Stock, par value $0.0001 per share, entitling the owners thereof to
one vote per share plus a share in the economics of PubCo; and (iii) 300,000,000 shares of Class B Common Stock, par value $0.0001
per share, entitling owners thereof to one vote per share and no share in the economics of PubCo.
The
above summary of the A&R PubCo Charter and A&R PubCo Bylaws are qualified in their entirety by the form of A&R
PubCo Charter and A&R PubCo Bylaws, copies of which are filed with this Current Report
on Form 8-K as Exhibits 99.8 and 99.9, respectively, and are each incorporated herein by reference.
The foregoing description
of the Business Combination Agreement, Subscription Agreements, Registration Rights Agreement, Lock-Up Agreements, Investor Rights
Agreement, Tax Receivable Agreement, Transaction Support Agreement, Sponsor Letter Agreement, A&R PubCo Charter and A&R PubCo
Bylaws (collectively, the “Transaction Documents”), and the transactions and documents contemplated thereby, is not complete
and is subject to and qualified in its entirety by reference to the Transaction Documents, copies of which are filed with this Current
Report on Form 8-K, and the terms of which are incorporated by reference herein.
The Transaction Documents
have been included to provide investors with information regarding their terms. They are not intended to provide any other factual information
about the Company or its affiliates. The representations, warranties, covenants and agreements contained in the Transaction Documents
and the other documents related thereto were made only for the purposes of the Transaction Documents as of the specific dates therein,
were solely for the benefit of the parties to the Transaction Documents, may be subject to limitations agreed upon by the contracting
parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties
to the Transaction Documents instead of establishing these matters as facts, and may be subject to standards of materiality applicable
to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Transaction
Documents and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations
of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information
concerning the subject matter or representations and warranties may change after the date of the Transaction Documents, which subsequent
information may or may not be fully reflected in the Company’s public disclosures.
The
information in this Item 8.01 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise
subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or
the Exchange Act, except as expressly set forth by specific reference in such filing.
Non-GAAP Financial Measures
This communication includes certain non-GAAP financial
measures, including Adjusted EBITDA. EBITDA is defined as net income plus interest expense, income tax expense, depreciation and amortization.
Adjusted EBITDA is defined as EBITDA, plus extraordinary expenses, equity compensation, non-recurring management fees and other onetime
non-recurring items. These financial measures are not prepared in accordance with accounting principles generally accepted in the United
States and may be different from non-GAAP financial measures used by other companies. The Company, OP Group and PubCo believe that the
use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and
trends. These non-GAAP measures with comparable names should not be considered in isolation from, or as an alternative to, financial measures
determined in accordance with GAAP.
Additional Information
In connection with the proposed business combination,
PubCo intends to file with the SEC a Registration Statement on Form S-4 (the “Registration Statement”), which will include
a proxy statement/prospectus, and certain other related documents, which will be both the proxy statement to be distributed to holders
of shares of the Company’s common stock in connection with its solicitation of proxies for the vote by the Company’s stockholders
with respect to the proposed business combination and other matters as may be described in the Registration Statement, as well as the
prospectus relating to the offer and sale of the securities of PubCo to be issued in the business combination. The Company’s stockholders
and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus included in the Registration
Statement and the amendments thereto and the definitive proxy statement/prospectus, as these materials will contain important information
about the parties to the Business Combination Agreement, the Company, PubCo and the proposed business combination. After the Registration
Statement is declared effective, the definitive proxy statement/prospectus will be mailed to stockholders of the Company as of a record
date established for voting on the proposed business combination and other matters as may be described in the Registration Statement.
The Company’s stockholders will also be able to obtain copies of the Registration Statement, including the proxy statement/prospectus
and other documents filed with the SEC that may be incorporated by reference in the proxy statement/prospectus, without charge, once available,
at the SEC’s web site at www.sec.gov, or by directing a request to: MDH Acquisition Corp, 600 N. Carroll Ave., Suite 100, Southlake,
TX 76092, Attention: Chief Executive Officer.
Participants in the Solicitation
The Company and PubCo and their respective directors
and executive officers may be deemed participants in the solicitation of proxies from the Company’s stockholders with respect to
the business combination. A list of the names of those directors and executive officers and a description of their interests in the Company
are contained in the Company’s final prospectus dated February 1, 2021 relating to its initial public offering and in Company’s
subsequent filings with the SEC, and are available free of charge at the SEC’s web site at www.sec.gov, or by directing a request
to: MDH Acquisition Corp, 600 N. Carroll Ave., Suite 100, Southlake, TX 76092, Attention: Chief Executive Officer. Additional information
regarding the interests of such participants will be contained in the proxy statement/prospectus for the proposed business combination
when available.
No Solicitation
This communication is not a proxy statement or
solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall
not constitute an offer to sell or a solicitation of an offer to buy the securities of the Company or PubCo nor shall there be any sale
of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration
or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus
meeting the requirements of the Securities Act.
Forward-Looking Statements
Certain statements made herein, and oral statements
made from time to time by representatives of the Company, OP Group and PubCo, are “forward-looking statements” within the
meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Statements regarding the
potential combination and expectations regarding the combined business are forward-looking statements. In addition, words such as “estimates,”
“projects,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,”
“believes,” “seeks,” “may,” “will,” “would,” “should,” “future,”
“propose,” “target,” “goal,” “objective,” “outlook” and variations of these
words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements.
These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown
risks, uncertainties, assumptions and other important factors, many of which are outside the control of the parties, that could cause
actual results or outcomes to differ materially from those discussed in the forward-looking statements.
In addition to factors previously disclosed in
the Company’s reports filed with the SEC, including its registration statement on Form S-1 filed in connection with its initial
public offering, and those identified elsewhere in this communication, important factors that could cause actual results and outcomes
to differ materially from those indicated in the forward-looking statements include, among others, the following: (1) the inability
of the parties to complete the contemplated transactions within the anticipated timeframe or at all; (2) the outcome of any legal
proceedings that may be instituted against the Company, OP Group or PubCo following the announcement of the Business Combination Agreement;
(3) the risk that requisite regulatory, corporate and other approvals, including the approval of MDH stockholders, and consents for
the proposed business combination are not obtained or are delayed; (4) the inability to recognize the anticipated benefits of the
proposed business combination; (5) unexpected costs resulting from the proposed business combination; (6) changes in general
economic conditions, including as a result of the COVID-19 pandemic; (7) regulatory conditions and developments; (8) changes
in applicable laws or regulations; and (9) other risks and uncertainties indicated from time to time in the Registration Statement
relating to the proposed business combination, including those under "Risk Factors" therein, and in the Company’s other
filings with the SEC. The foregoing list of factors is not exclusive. Forward-looking statements speak only as of the date they
are made, and none of the Company, OP Group or PubCo undertakes any obligation, and expressly disclaims any obligation, to update, alter
or otherwise revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required
by law. Readers should carefully review the statements set forth in the reports, which the Company has filed or will file from time to
time with the SEC.