Foundation Building Materials, Inc. Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • January 31st, 2017 • Foundation Building Materials, Inc. • Wholesale-lumber & other construction materials • Delaware

This Indemnification Agreement (this “Agreement”) is entered into as of , 2017 by and between Foundation Building Materials, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).

AGREEMENT AND PLAN OF MERGER among ASP FLAG INTERMEDIATE HOLDINGS, INC., ASP FLAG MERGER SUB, INC. and FOUNDATION BUILDING MATERIALS, INC. Dated as of November 14, 2020
Agreement and Plan of Merger • November 16th, 2020 • Foundation Building Materials, Inc. • Wholesale-lumber & other construction materials • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 14, 2020, among ASP Flag Intermediate Holdings, Inc., a Delaware corporation (“Parent”), ASP Flag Merger Sub, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and Foundation Building Materials, Inc., a Delaware corporation (the “Company”).

] Shares FOUNDATION BUILDING MATERIALS, INC. Common Stock ($0.001 par value) UNDERWRITING AGREEMENT
Underwriting Agreement • February 3rd, 2017 • Foundation Building Materials, Inc. • Wholesale-lumber & other construction materials • New York

Foundation Building Materials, Inc., a Delaware corporation (the “Company”), and LSF9 Cypress Parent 2 LLC, a Delaware limited liability company (the “Selling Stockholder”), propose to sell to the several underwriters (the “Underwriters”) named on Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate of [ ] shares (the “Firm Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto. The Selling Stockholder also proposes to sell at the Underwriters’ option an aggregate of up to [ ] additional shares of Common Stock (the “Option Shares”) as set forth below.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 31st, 2017 • Foundation Building Materials, Inc. • Wholesale-lumber & other construction materials • Delaware

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made by and among Foundation Building Materials, Inc., a Delaware corporation (the “Company”), and LSF9 Cypress Parent 2 LLC (the “Original Holder”) as of , 2017.

LSF9 CYPRESS HOLDINGS LLC, FBM FINANCE, INC., EACH OF THE GUARANTORS PARTY HERETO, AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and as Collateral Agent 8.25% Senior Secured Notes due 2021 INDENTURE Dated as of August 9, 2016
Indenture • January 13th, 2017 • Foundation Building Materials, Inc. • Wholesale-lumber & other construction materials • New York

INDENTURE dated as of August 9, 2016, among LSF9 Cypress Holdings LLC, a Delaware limited liability company (the “Issuer” or the “Company”), FBM Finance, Inc., a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), each of the Guarantors party hereto and Wilmington Trust, National Association, a national banking association, as Trustee and Collateral Agent.

ASSET ADVISORY AGREEMENT Project Cypress
Asset Advisory Agreement • January 13th, 2017 • Foundation Building Materials, Inc. • Wholesale-lumber & other construction materials • Texas

THIS ASSET ADVISORY AGREEMENT (“Agreement”) is made effective as of August 10, 2015 by and between HUDSON AMERICAS L.P., a Delaware limited partnership (“Manager”), and LSF9 CYPRESS PARENT LLC, a Delaware limited liability company (together with its successors and assigns, “Owner,” and, together with Manager, the “Parties”), and joined herein by LONE STAR FUND IX (U.S.), L.P., a Delaware limited partnership (the “Fund”), for the limited purposes set forth in Section 7(a) below.

TAX RECEIVABLE AGREEMENT by and between [Lone Star] and Foundation Building Materials, Inc. Dated as of [●], 2016
Tax Receivable Agreement • December 12th, 2016 • Foundation Building Materials, Inc. • Wholesale-lumber & other construction materials • New York

This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [ ], 2016, is hereby entered into by and between Foundation Building Materials, Inc., a Delaware corporation (the “Company”), [Lone Star], a [ ] (along with any successor as provided in Section 7.08, the “TRA Party Representative”), and the stockholders listed on Schedule A, as amended from time to time (each, a “TRA Party”). Capitalized terms used herein have the respective meanings set forth in Section 1.01.

EMPLOYMENT AGREEMENT
Employment Agreement • May 9th, 2018 • Foundation Building Materials, Inc. • Wholesale-lumber & other construction materials • California

This EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of the of March 11, 2016, between Foundation Building Materials, LLC (the "Company") and Richard J. Tilley (the "Employee") (each of the foregoing individually a "Party" and collectively the "Parties").

SHARE PURCHASE AGREEMENT DATED JULY 4, 2016 BETWEEN CONSTRUCTION PRODUCTS ACQUISITION, LLC, on the one hand, and SUPERIOR PLUS LP and SUPERIOR PLUS U.S. HOLDINGS INC., on the other hand
Share Purchase Agreement • January 13th, 2017 • Foundation Building Materials, Inc. • Wholesale-lumber & other construction materials • New York

This SHARE PURCHASE AGREEMENT (this Agreement) is dated July 4, 2016 and made between CONSTRUCTION PRODUCTS ACQUISITION, LLC, a limited liability company formed under the laws of Delaware (the Purchaser), on the one hand, and SUPERIOR PLUS LP, a partnership formed pursuant to the laws of the Province of Ontario (Superior Plus LP), and SUPERIOR PLUS U.S. HOLDINGS INC., a corporation existing under the laws of Delaware (Superior Plus US, and together with Superior Plus LP, the Sellers), on the other hand.

EXECUTION VERSION STOCK AND ASSET PURCHASE AGREEMENT BY AND AMONG SPI LLC FOUNDATION BUILDING MATERIALS, LLC, FBM LOGISTICS, LLC AND FBM CANADA SPI, INC. September 26, 2018
Transition Services Agreement • February 27th, 2019 • Foundation Building Materials, Inc. • Wholesale-lumber & other construction materials
TERM LOAN CREDIT AGREEMENT dated as of August 13, 2018, among FBM ALPHA LLC, as Holdings, FOUNDATION BUILDING MATERIALS HOLDING COMPANY LLC, as the Borrower, THE LENDERS PARTY HERETO and ROYAL BANK OF CANADA, as Administrative Agent RBC CAPITAL...
Credit Agreement • August 17th, 2018 • Foundation Building Materials, Inc. • Wholesale-lumber & other construction materials • New York

TERM LOAN CREDIT AGREEMENT, dated as of August 13, 2018, among FBM Alpha LLC, a Delaware limited liability company (formerly known as LSF9 Cypress Parent, LLC) (“Holdings”), Foundation Building Materials Holding Company LLC, a Delaware limited liability company (formerly known as FBM Beta LLC and LSF9 Cypress Holdings, LLC) (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement as lenders and Royal Bank of Canada, as administrative agent and collateral agent (together with its successors and permitted assigns in such capacity, the “Administrative Agent”).

ABL CREDIT AGREEMENT dated as of August 13, 2018 among FBM ALPHA LLC, as Holdings, FOUNDATION BUILDING MATERIALS HOLDING COMPANY LLC, as the Lead Borrower, THE ADDITIONAL US BORROWERS PARTY HERETO, THE CANADIAN BORROWERS PARTY HERETO, THE LENDERS...
Credit Agreement • August 17th, 2018 • Foundation Building Materials, Inc. • Wholesale-lumber & other construction materials • New York

ABL CREDIT AGREEMENT, dated as of August 13, 2018, among FBM ALPHA LLC, a Delaware limited liability company (“Holdings”), FOUNDATION BUILDING MATERIALS HOLDING COMPANY LLC, a Delaware limited liability company (the “Lead Borrower”), the Additional US Borrowers (as defined herein) party to this Agreement, the Canadian Borrowers (as defined herein) party to this Agreement (together with the Lead Borrower and Additional US Borrowers, “Borrowers”, and each, a “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement as lenders and as issuing banks, and BANK OF AMERICA, N.A., as administrative agent and collateral agent (together with its successors and permitted assigns in such capacity, the “Administrative Agent”).

ABL INTERCREDITOR AGREEMENT dated as of August 13, 2018, among BANK OF AMERICA, N.A., as ABL Agent, ROYAL BANK OF CANADA, as First Lien Term Loan Agent, FOUNDATION BUILDING MATERIALS HOLDING COMPANY LLC, as Lead Borrower, FBM ALPHA LLC, as Holdings,...
Abl Intercreditor Agreement • August 17th, 2018 • Foundation Building Materials, Inc. • Wholesale-lumber & other construction materials • New York

THIS ABL INTERCREDITOR AGREEMENT (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered into as of August 13, 2018, among Bank of America, N.A. (“BofA”), in its capacities as administrative agent and collateral agent (together with its successors and assigns in such capacities, the “ABL Agent”) for the financial institutions, lenders and investors party from time to time to the ABL Credit Agreement referred to below, ROYAL BANK OF CANADA (“Royal Bank”), in its capacities as administrative agent and collateral agent (together with its successors and assigns in such capacities, the “First Lien Term Loan Agent”) for the financial institutions, lenders and investors party from time to time to the First Lien Credit Agreement referred to below, FBM ALPHA LLC, a Delaware limited liability company (including its permitted successors, “Holdings”), FOUNDATION BUILDING MATERIALS HOLDING

FIRST AMENDMENT TO SHARE PURCHASE AGREEMENT
Share Purchase Agreement • November 4th, 2016 • Foundation Building Materials, Inc. • Wholesale-lumber & other construction materials • New York

THIS FIRST AMENDMENT TO SHARE PURCHASE AGREEMENT is made as of August 9, 2016 (this “Amendment”), by and between Construction Products Acquisition, LLC, a Delaware limited liability company (“Purchaser”), on the one hand, and Superior Plus LP, a partnership formed pursuant to the laws of the Province of Ontario, and Superior Plus U.S. Holdings Inc., a Delaware corporation (together with Superior Plus LP, “Sellers”), on the other hand. Sellers and Purchaser are referred to herein as the “Parties”. Capitalized terms used in this Amendment shall have the meanings ascribed to them in the Agreement, as defined below.

TAX RECEIVABLE TERMINATION AGREEMENT
Tax Receivable Termination Agreement • November 16th, 2020 • Foundation Building Materials, Inc. • Wholesale-lumber & other construction materials • Delaware

This Tax Receivable Termination Agreement (this “Agreement”) is entered into as of November 14, 2020, by and among Foundation Building Materials, Inc., a Delaware corporation (the “Company”), and LSF9 Cypress Parent 2 LLC, a Delaware limited liability company (“TRA Holder”) (collectively, the “Parties”).

UNDERWRITING AGREEMENT
Underwriting Agreement • September 23rd, 2019 • Foundation Building Materials, Inc. • Wholesale-lumber & other construction materials • New York

LSF9 Cypress Parent 2 LLC, a Delaware limited liability company (the “Selling Stockholder”), proposes to sell to the several underwriters (the “Underwriters”) named on Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate of 4,750,000 shares (the “Firm Shares”) of common stock, par value $0.001 per share (the “Common Stock”) of Foundation Building Materials, Inc., a Delaware corporation (the “Company”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto. The Selling Stockholder also proposes to sell, at the Underwriters’ option, an aggregate of up to 712,500 additional shares of Common Stock (the “Option Shares”) as set forth below.

Contract
Foundation Building Materials, Inc. • December 12th, 2016 • Wholesale-lumber & other construction materials • New York

INCREMENTAL FACILITY AMENDMENT, dated as of September 23, 2016 (this “Agreement”), to the ABL Credit Agreement dated as of August 9, 2016 (as amended, supplemented or otherwise modified through the date hereof, the “Credit Agreement”), among LSF9 CYPRESS HOLDINGS LLC, a Delaware limited liability company (the “Initial Borrower”), the Additional US Borrowers party thereto and the Additional Canadian Borrowers party thereto (with the Initial Borrower, the “Borrowers”), LSF9 CYPRESS PARENT LLC, a Delaware limited liability company (“Holdings”), the lenders and issuing banks party thereto from time to time (the “Lenders”) and GOLDMAN SACHS BANK USA, as administrative agent (together with its successors and permitted assigns in such capacities, the “Administrative Agent”), BANK OF AMERICA, N.A., as collateral agent (together with its successors and permitted assigns in such capacity, the “Collateral Agent”), with GOLDMAN SACHS BANK USA, BANK OF AMERICA, N.A. and WELLS FARGO BANK, NATIONAL A

ABL CREDIT AGREEMENT dated as of August 9, 2016 Among LSF9 CYPRESS PARENT LLC, as Holdings, LSF9 CYPRESS HOLDINGS LLC, as the Initial Borrower, THE ADDITIONAL US BORROWERS PARTY HERETO, THE CANADIAN BORROWERS PARTY HERETO, THE LENDERS PARTY HERETO,...
Guarantee and Collateral Agreement • January 13th, 2017 • Foundation Building Materials, Inc. • Wholesale-lumber & other construction materials • New York

ABL CREDIT AGREEMENT, dated as of August 9, 2016, among LSF9 CYPRESS PARENT LLC, a Delaware limited liability company (“Holdings”), LSF9 CYPRESS HOLDINGS LLC, a Delaware limited liability company (the “Initial Borrower”), the Additional US Borrowers (as defined herein) party to this Agreement, the Canadian Borrowers (as defined herein) party to this Agreement (together with the Initial Borrower and Additional US Borrowers, “Borrowers”, and each, a “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement as lenders and as issuing banks, and GOLDMAN SACHS BANK USA, as administrative agent (together with its successors and permitted assigns in such capacity, the “Administrative Agent”), and BANK OF AMERICA, N.A., as collateral agent (together with its successors and permitted assigns in such capacity, the “Collateral Agent”).

EMPLOYMENT AGREEMENT
Employment Agreement • December 12th, 2016 • Foundation Building Materials, Inc. • Wholesale-lumber & other construction materials • California

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of the 9th day of October, 2015, between Foundation Building Materials, LLC (the “Company”) and Ruben Mendoza (the “Executive”) (each of the foregoing individually a “Party” and collectively the “Parties”).