Forward Looking Statements
This Current Report may contain a number of forward-looking statements as defined in the Private Securities Litigation Reform Act
of 1995. Forward-looking statements include information concerning the Companys or Shay Holdings possible or assumed future results of operations, business strategies, debt levels, competitive position, industry environment, potential
growth opportunities and the effects of regulation, including whether this transaction will generate returns for stockholders. These forward-looking statements are based on the Companys or Shay Holdings managements current
expectations, estimates, projections and beliefs, as well as a number of assumptions concerning future events. When used in this press release, the words estimates, projected, expects, anticipates,
forecasts, plans, intends, believes, seeks, may, will, should, future, propose 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 Companys or Shay
Holdings managements control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. These risks, uncertainties, assumptions and other important factors include, but are not
limited to: (a) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement and the proposed transactions contemplated thereby; (b) the inability to complete the transactions
contemplated by the Merger Agreement due to the failure to obtain approval of the stockholders of the Company or other conditions to closing in the Merger Agreement; (c) the ability to meet Nasdaqs listing standards, including the Minimum
Public Holders Rule, following the consummation of the transactions contemplated by the Merger Agreement; (d) the inability to complete the private placement of Class A common stock of the Company as contemplated by the Merger Agreement;
(e) the risk that the proposed transactions disrupt current plans and operations of Shay Holding or its subsidiaries as a result of the announcement and consummation of the transactions described herein; (f) the ability to recognize the
anticipated benefits of the proposed transactions, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain
its management and key employees; (g) costs related to the proposed transactions; (h) changes in applicable laws or regulations; (i) the possibility that Shay Holding may be adversely affected by other economic, business and/or
competitive factors; (j) the Companys ability to submit a plan to regain compliance satisfactory to Nasdaq; and (k) other risks and uncertainties indicated from time to time in the Definitive Proxy of the Company, including those
under Risk Factors therein, and other documents filed or to be filed with the SEC by the Company. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made.
Forward-looking statements included in this Current Report speak only as of the date of this Current Report. Except as required by law,
neither the Company nor Shay Holding undertakes any obligation to update or revise its forward-looking statements to reflect events or circumstances after the date of this release. Additional risks and uncertainties are identified and discussed in
the Companys reports filed with the SEC and available at the SECs website at www.sec.gov.
Disclaimer
This communication is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any
securities pursuant to the proposed transactions or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities
laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
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