Risk Factors Update Summary

• The company's Flavors & Ingredients business heavily relies on sales to tobacco manufacturers, accounting for approximately 31.6% of sales in 2022 and 32.4% in 2023.
• Stockholders now have the ability to obtain a favorable judicial forum for disputes.
• Changes in the tobacco industry, including evolving public attitudes and regulatory restrictions, could significantly impact the company's sales and operations.
• Stockholders may be deemed to have consented to forum provisions in the Certificate of Incorporation.
• The company faces risks related to potential regulations on tobacco products, such as bans on menthol in cigarettes, which could impact product sales and profitability.
• Failure to consummate the Merger could result in a termination fee of $20 million.
• The company's Flavors & Ingredients business is subject to evaluation by EU regulators regarding the health effects of licorice used in tobacco products.
• The company's capital structure includes substantial indebtedness, with total indebtedness under the credit facility at $421.97 million as of 2023.
• The company faces risks related to cybersecurity, with potential cyberattacks threatening its technology systems and information security.
• The company's operations are subject to transportation risks, including potential disruptions due to labor strikes, natural disasters, or political conflicts.