Select Interior Concepts, Inc. Sample Contracts

Select Interior Concepts, Inc. – Performance-Based Restricted stock Unit Award agreement (May 10th, 2019)

by Select Interior Concepts, Inc. (the “Company”) of restricted stock units (the “Stock Units”) representing the right to earn, on a one-for-one basis, shares of the Company’s common stock (“Shares”), pursuant to and subject to the provisions of the Select Interior Concepts, Inc. 2017 Incentive Compensation Plan (the “Plan”), and to the terms and conditions set forth on the following pages of this award agreement (this “Agreement”).

Select Interior Concepts, Inc. – Time-Based Restricted stock Unit Award agreement (May 10th, 2019)

by Select Interior Concepts, Inc. (the “Company”) of [___] restricted stock units (the “Stock Units”) convertible, on a one-for-one basis, into shares of the Company’s common stock (“Shares”), pursuant to and subject to the provisions of the Select Interior Concepts, Inc. 2017 Incentive Compensation Plan (the “Plan”), and to the terms and conditions set forth on the following pages of this award agreement (this “Agreement”).  Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.

Select Interior Concepts, Inc. – Asset Purchase Agreement (March 6th, 2019)

This ASSET PURCHASE AGREEMENT (this “Agreement”), is made and entered into on March 1, 2019 effective as of the Closing Effective Time by and among L.A.R.K. Industries, Inc. (d/b/a Residential Design Services), a California corporation (“Buyer”), Intown Design, Inc., a Georgia corporation, Intown Granite of Charlotte, Inc., a North Carolina corporation, and Granitec, LLC, a Georgia limited liability company (each of Intown Design, Inc., Intown Granite of Charlotte, Inc. and Granitec, LLC,  a “Seller Entity” and, collectively, the “Seller”) and Don Zahnle (the “Equityholder”).  For purposes of this Agreement, the use of the term Seller shall mean each Seller Entity collectively and/or each applicable Seller Entity, unless the context otherwise clearly indicates. Buyer, Seller and the Equityholder are sometimes collectively referred to herein as the “Parties” and individually as a “Party”. Capitalized terms used herein and not otherwise defined herein have the respective meanings given

Select Interior Concepts, Inc. – FIFTH AMENDMENT TO FINANCING AGREEMENT (January 4th, 2019)

FIFTH AMENDMENT TO FINANCING AGREEMENT, dated as of December 31, 2018 (this "Amendment"), to the Financing Agreement, dated as of February 28, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the "Financing Agreement"), by and among ARCHITECTURAL GRANITE & MARBLE, LLC, a Delaware limited liability company ("AGM"), PENTAL GRANITE AND MARBLE, LLC, a Washington limited liability company ("Pental" and together with AGM and each Subsidiary of Ultimate Parent (as defined therein) that executes a joinder agreement and becomes a "Borrower" thereunder, each a "Borrower" and collectively, the "Borrowers"), the financial institutions from time to time party thereto as lenders (collectively, the "Lenders") and CERBERUS BUSINESS FINANCE, LLC ("Cerberus"), as agent for the Lenders (in such capacity, the "Agent").

Select Interior Concepts, Inc. – SHARE Purchase Agreement (January 4th, 2019)

This SHARE PURCHASE AGREEMENT (this “Agreement”), is made and entered into as of December 31, 2018 (such date, the “Closing Date”) by and among L.A.R.K. Industries, Inc. (d/b/a Residential Design Services), a California corporation (“Buyer”), T.A.C. Ceramic Tile Co., a Virginia corporation (the “Company”), Robert J. Hughes, as Trustee serving under the TAC & TAC Irrevocable Trust Dated December 28, 2012 (the “TAC & TAC Irrevocable Trust”), Thomas A. Callaway, as Trustee serving under the Thomas A. Callaway Living Trust U/A dated December 28, 2012 (the “Thomas A. Callaway Living Trust” and together with the TAC & TAC Irrevocable Trust, each a “Seller” and collectively the “Sellers”), and Thomas A. Callaway, solely in his capacity as the Sellers’ Representative and for purposes of agreeing to be bound by ARTICLE IX.  Buyer, the Company, the Sellers and the Sellers’ Representative are sometimes collectively referred to herein as the “Parties” and individually as a “Party”. Capitalized ter

Select Interior Concepts, Inc. – Repurchase Agreement (November 13th, 2018)

This Repurchase Agreement (this “Agreement”) is entered into as of November 9, 2018, by and among the stockholders of Select Interior Concepts, Inc., a Delaware corporation (the “Company”), listed on Schedule I hereto (each a “Seller,” and collectively, the “Sellers”), and the Company.  The above parties are referred to herein collectively as the “Parties,” and individually as a “Party.”

Select Interior Concepts, Inc. – FOURTH AMENDMENT TO FINANCING AGREEMENT (September 7th, 2018)

THIS FINANCING AGREEMENT is dated as of February 28, 2017, among ARCHITECTURAL GRANITE & MARBLE, LLC, a Delaware limited liability company (“AGM”), as the initial borrower, and immediately upon the consummation of the Pental Acquisition (as defined herein), PENTAL GRANITE AND MARBLE, LLC, a Washington limited liability company (“Pental” and together with AGM and each Subsidiary of Ultimate Parent (as defined herein) that executes a joinder agreement and becomes a “Borrower” hereunder, each a “Borrower” and collectively, the “Borrowers”), the financial institutions party hereto from time to time as lenders (collectively, the “Lenders”) and CERBERUS BUSINESS FINANCE, LLC (“Cerberus”), as agent for the Lenders (in such capacity, the “Agent”).

Select Interior Concepts, Inc. – ASSET PURCHASE AGREEMENT (September 7th, 2018)

This ASSET PURCHASE AGREEMENT (this “Agreement”), is made and entered into as of the Closing Effective Time by and among Buyer, Seller and the Equityholders. Capitalized terms used herein (including in this introductory paragraph) and not otherwise defined herein have the respective meanings given to such terms in Section 1.1 or Schedule A, as applicable.

Select Interior Concepts, Inc. – AMENDED AND RESTATED LOAN, SECURITY AND GUARANTY AGREEMENT (September 6th, 2018)

THIS AMENDED AND RESTATED LOAN, SECURITY AND GUARANTY AGREEMENT is dated as of June 28, 2018, among SELECT INTERIOR CONCEPTS, INC., a Delaware corporation (“Topco”), ARCHITECTURAL GRANITE & MARBLE, LLC, a Delaware limited liability company formerly known as G&M OPCO LLC (“AG&M”), Pental Granite and Marble, LLC, a Washington limited liability company (“Pental”), L.A.R.K. INDUSTRIES, INC., a California corporation (“L.A.R.K.”), GREENCRAFT HOLDINGS, LLC, an Arizona limited liability company (“Greencraft Holdings”), GREENCRAFT INTERIORS, LLC, an Arizona limited liability company (“Greencraft Interiors”), CASA VERDE SERVICES, LLC, a Delaware limited liability company (“Casa Verde”), GREENCRAFT STONE AND TILE LLC, an Arizona limited liability company (“Greencraft Stone”; and, together with Topco, AG&M, Pental Granite and Marble, L.A.R.K., Greencraft Holdings, Greencraft Interiors, Casa Verde, Greencraft Stone and each Person joined hereto as a borrower from time to time, individually and col

Select Interior Concepts, Inc. – THIRD AMENDMENT TO FINANCING AGREEMENT (September 6th, 2018)

THIS FINANCING AGREEMENT is dated as of February 28, 2017, among ARCHITECTURAL GRANITE & MARBLE, LLC, a Delaware limited liability company (“AGM”), as the initial borrower, and immediately upon the consummation of the Pental Acquisition (as defined herein), PENTAL GRANITE AND MARBLE, LLC, a Washington limited liability company (“Pental” and together with AGM and each Subsidiary of Ultimate Parent (as defined herein) that executes a joinder agreement and becomes a “Borrower” hereunder, each a “Borrower” and collectively, the “Borrowers”), the financial institutions party hereto from time to time as lenders (collectively, the “Lenders”) and CERBERUS BUSINESS FINANCE, LLC (“Cerberus”), as agent for the Lenders (in such capacity, the “Agent”).

Select Interior Concepts, Inc. – SECOND AMENDMENT TO FINANCING AGREEMENT (September 6th, 2018)

THIS FINANCING AGREEMENT is dated as of February 28, 2017, among ARCHITECTURAL GRANITE & MARBLE, LLC, a Delaware limited liability company (“AGM”), as the initial borrower, and immediately upon the consummation of the Pental Acquisition (as defined herein), PENTAL GRANITE AND MARBLE, LLC, a Washington limited liability company (“Pental” and together with AGM and each Subsidiary of Parent (as defined herein) that executes a joinder agreement and becomes a “Borrower” hereunder, each a “Borrower” and collectively, the “Borrowers”), the financial institutions party hereto from time to time as lenders (collectively, the “Lenders”) and CERBERUS BUSINESS FINANCE, LLC (“Cerberus”), as agent for the Lenders (in such capacity, the “Agent”).

Select Interior Concepts, Inc. – EMPLOYMENT AGREEMENT (August 17th, 2018)

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of August 17, 2018 (the “Effective Date”), is entered into by and between Select Interior Concepts, Inc., a Delaware corporation (the “Company”), and Nadeem Moiz, an individual resident of the State of Georgia (the “Executive”).

Select Interior Concepts, Inc. – AMENDMENT TO EMPLOYMENT AGREEMENT (August 17th, 2018)

This AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of August 17, 2018, by and between Select Interior Concepts, Inc., a Delaware corporation (the “Company”), and Sunil Palakodati (the “Executive”). The above parties are referred to together herein as the “Parties,” and individually as a “Party.”

Select Interior Concepts, Inc. – AMENDMENT TO EMPLOYMENT AGREEMENT (August 17th, 2018)

This AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of August 17, 2018, by and between Select Interior Concepts, Inc., a Delaware corporation (the “Company”), and Kendall R. Hoyd (the “Executive”). The above parties are referred to together herein as the “Parties,” and individually as a “Party.”

Select Interior Concepts, Inc. – Page ARTICLE I OFFICES Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. Place of Meetings 1 Section 2. Annual Meetings 1 Section 3. Special Meetings 2 Section 4. Notice 2 Section 5. Adjournments 2 Section 6. Quorum 3 Section 7. Voting 3 Section 8. Proxies 3 Section 9. List of Stockholders Entitled to Vote 4 Section 10. Record Date 4 Section 11. Stock Ledger 5 Section 12. Conduct of Meetings 5 Section 13. Inspectors of Election 5 Section 14. Notice of Stockholder Business and Nominations 6 Section 15. Procedures for Special 2019 Annual Mee (July 25th, 2018)
Select Interior Concepts, Inc. – FIRST AMENDMENT TO FINANCING AGREEMENT (July 9th, 2018)

This FIRST AMENDMENT TO FINANCING AGREEMENT, dated as of November 22, 2017 (this “Amendment”), is an amendment to the Financing Agreement, dated as of February 28, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Financing Agreement”), by and among ARCHITECTURAL GRANITE & MARBLE, LLC, a Delaware limited liability company (“AGM”), PENTAL GRANITE AND MARBLE, LLC, a Washington limited liability company (“Pental” and together with AGM and each Subsidiary of Parent (as defined therein) that executes a joinder agreement and becomes a “Borrower” thereunder, each a “Borrower” and collectively, the “Borrowers”), the financial institutions from time to time party thereto as lenders (collectively, the “Lenders”) and CERBERUS BUSINESS FINANCE, LLC (“Cerberus”), as agent for the Lenders (in such capacity, the “Agent”) . Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them in the Financing Agreement

Select Interior Concepts, Inc. – LOAN AND SECURITY AGREEMENT Dated as of September 3, 2014 as Borrower BANK OF AMERICA, N.A., as Lender (July 9th, 2018)

THIS AGREEMENT AND ANY LIEN CREATED HEREIN IS SUBJECT TO THE LIEN PRIORITY AND OTHER PROVISIONS SET FORTH IN THAT CERTAIN INTERCREDITOR AGREEMENT DATED AS OF SEPTEMBER 3, 2014 BY AND BETWEEN BANK OF AMERICA, N.A. AS ABL AGENT (AS DEFINED THEREIN) FOR THE ABL CREDITORS (AS DEFINED THEREIN) AND MONROE CAPITAL MANAGEMENT ADVISORS, LLC, AS TERM AGENT (AS DEFINED THEREIN) FOR THE TERM CREDITORS (AS DEFINED THEREIN) AND ACKNOWLEDGED BY THE BORROWER AND PARENT, AS AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME.

Select Interior Concepts, Inc. – SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT AND JOINDER (July 9th, 2018)

THIS LOAN AND SECURITY AGREEMENT is dated as of June 23, 2015, among G&M OPCO LLC, a DelawareARCHITECTURAL GRANITE & MARBLE, LLC, a Delaware limited liability company formerly known as G&M OPCO LLC (“AG&M”), as the initial borrower, and immediately upon the consummation of the Pental Acquisition (as defined below), PENTAL GRANITE AND MARBLE, LLC, a Washington limited liability company (“Pental Granite and Marble”; and together with AG&M and each Subsidiary of Parent listed on the signature pages to the Second Amendment, individually and collectively, jointly and severally, “Borrower”), the undersigned Obligors (as defined below) and BANK OF AMERICA, N.A., a national banking association (together with its successors and assigns and including any Lending Office, “Lender”).

Select Interior Concepts, Inc. – SELECT INTERIOR CONCEPTS, INC. FORM OF PHANTOM STOCK AGREEMENT (July 9th, 2018)
Select Interior Concepts, Inc. – EMPLOYMENT AGREEMENT (July 9th, 2018)

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of November 22, 2017 and effective as of the Effective Date (as defined below), is entered into by and between Select Interior Concepts, Inc., a Delaware corporation (the “Company”), and Kendall R. Hoyd (the “Executive”).

Select Interior Concepts, Inc. – FORM OF INDEMNIFICATION AGREEMENT (July 9th, 2018)

This Indemnification Agreement, dated as of             , 20     (this “Agreement”), is entered into by and between Select Interior Concepts, Inc., a Delaware corporation (the “Company”), and                      (the “Indemnitee”).

Select Interior Concepts, Inc. – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TRIVE CAPITAL G&M BLOCKER CORP. (July 9th, 2018)

Trive Capital G&M Blocker Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows:

Select Interior Concepts, Inc. – Page ARTICLE I OFFICES Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. Place of Meetings 1 Section 2. Annual Meetings 1 Section 3. Special Meetings 2 Section 4. Notice 2 Section 5. Adjournments 2 Section 6. Quorum 3 Section 7. Voting 3 Section 8. Proxies 3 Section 9. List of Stockholders Entitled to Vote 4 Section 10. Record Date 4 Section 11. Stock Ledger 5 Section 12. Conduct of Meetings 5 Section 13. Inspectors of Election 5 Section 14. Notice of Stockholder Business and Nominations 6 ARTICLE III DIRECTORS Section 1. Number and Electi (July 9th, 2018)
Select Interior Concepts, Inc. – EMPLOYMENT AGREEMENT (July 9th, 2018)

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of November 22, 2017 and effective as of the Effective Date (as defined below), is entered into by and between Select Interior Concepts, Inc., a Delaware corporation (the “Company”), and Tyrone Johnson (the “Executive”).

Select Interior Concepts, Inc. – SELECT INTERIOR CONCEPTS, INC. CODE OF BUSINESS CONDUCT AND ETHICS (Effective as of July 6, 2018) (July 9th, 2018)

Select Interior Concepts, Inc., a Delaware corporation, together with its subsidiaries (collectively, the “Company”), are committed to conducting their businesses in accordance with applicable laws, rules and regulations and the highest standards of business conduct and to full and accurate financial disclosure in compliance with applicable law. This Code of Business Conduct and Ethics (this “Code”) covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide all employees, directors and officers of the Company. This Code applies to the Company’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions pursuant to Item 406 of Regulation S-K, as well as directors, officers, and employees (collectively, the “Covered Persons”) pursuant to the listing standards of the Nasdaq Capital Market (“Nasdaq”), for the purpose of pr

Select Interior Concepts, Inc. – CONTRIBUTION AND EXCHANGE AGREEMENT (July 9th, 2018)

This Contribution and Exchange Agreement (this “Agreement”) is entered into as of November 21, 2017, by and among (i) the equity holders of TCFI LARK LLC, a Delaware limited liability company (“RDS”), and TCFI G&M LLC, a Delaware limited liability company (“ASG”), listed on Schedule I hereto (each an “Equityholder,” and collectively, the “Equityholders”), (ii) Select Interior Concepts, Inc., a Delaware corporation (“SIC”), (iii) RDS, and (iv) ASG. The above parties are referred to herein collectively as the “Parties,” and individually as a “Party.”

Select Interior Concepts, Inc. – SELECT INTERIOR CONCEPTS, INC. BOARD DESIGNEE AGREEMENT December 15, 2017 (June 18th, 2018)

This Board Designee Agreement (this “Agreement”) will confirm the agreement among Select Interior Concepts, a Delaware corporation (the “Company”), on the one hand, and Gateway Securities Holdings, LLC (“Investor”), on the other hand. In this Agreement, the board of directors of the Company is referred to as the “Board.”

Select Interior Concepts, Inc. – REPURCHASE AGREEMENT (June 18th, 2018)

This Repurchase Agreement (this “Agreement”) is entered into as of December 20, 2017, by and among the stockholders of Select Interior Concepts, Inc., a Delaware corporation (the “Company”), listed on Schedule I hereto (each a “Seller,” and collectively, the “Sellers”), and the Company. The above parties are referred to herein collectively as the “Parties,” and individually as a “Party.”

Select Interior Concepts, Inc. – FINANCING AGREEMENT Dated as of February 28, 2017 ARCHITECTURAL GRANITE & MARBLE, LLC AND EACH OF ITS SUBSIDIARIES LISTED AS A BORROWER ON THE SIGNATURE PAGES HERETO, as Borrowers, the financial institutions party hereto from time to time as lenders, and CERBERUS BUSINESS FINANCE, LLC, as Agent (June 18th, 2018)

THIS FINANCING AGREEMENT is dated as of February 28, 2017, among ARCHITECTURAL GRANITE & MARBLE, LLC, a Delaware limited liability company (“AGM”), as the initial borrower, and immediately upon the consummation of the Pental Acquisition (as defined herein), PENTAL GRANITE AND MARBLE, LLC, a Washington limited liability company (“Pental” and together with AGM and each Subsidiary of Parent (as defined herein) that executes a joinder agreement and becomes a “Borrower” hereunder, each a “Borrower” and collectively, the “Borrowers”), the financial institutions party hereto from time to time as lenders (collectively, the “Lenders”) and CERBERUS BUSINESS FINANCE, LLC (“Cerberus”), as agent for the Lenders (in such capacity, the “Agent”).

Select Interior Concepts, Inc. – EMPLOYMENT AGREEMENT (June 18th, 2018)

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of November 22, 2017 and effective as of the Effective Date (as defined below), is entered into by and between Select Interior Concepts, Inc., a Delaware corporation (the “Company”), and Tyrone Johnson (the “Executive”).

Select Interior Concepts, Inc. – CONTRIBUTION AGREEMENT (June 18th, 2018)

This Contribution Agreement (this “Agreement”) is entered into as of November 22, 2017, by and between Select Interior Concepts, Inc., a Delaware corporation (“SIC”), and SIC Intermediate, Inc., a Delaware corporation (the “Intermediate”). The above parties are referred to herein collectively as the “Parties,” and individually as a “Party.”

Select Interior Concepts, Inc. – FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT AND LIMITED CONSENT (June 18th, 2018)

This FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT AND LIMITED CONSENT (this “Agreement’’) is entered into as of February 13, 2017, between Bank of America, N.A., a national banking association (together with its successors and assigns, “Lender”) and L.A.R.K. Industries, Inc., a California corporation (“Borrower”).

Select Interior Concepts, Inc. – FORM OF INDEMNIFICATION AGREEMENT (June 18th, 2018)

This Indemnification Agreement, dated as of             , 20     (this “Agreement”), is entered into by and between Select Interior Concepts, Inc., a Delaware corporation (the “Company”), and                      (the “Indemnitee”).

Select Interior Concepts, Inc. – SHARPEN BUSINESS ANALYTICS CONSULTING AGREEMENT (June 18th, 2018)

This Agreement is made effective as of March 01, 2015, by and between Residential Design Services, of 4900 E. Hunter Avenue, Anaheim, California 92807, and Sharpen Business Analytics, of 8208 E Sprucewood Ave, Orange, California 92869.

Select Interior Concepts, Inc. – MEMBERSHIP INTEREST PURCHASE AGREEMENT (June 18th, 2018)

This Membership Interest Purchase Agreement (this “Agreement”) is entered into as of November 22, 2017, by and among (i) the equity holders of TCFI LARK LLC, a Delaware limited liability company (“RDS”), and TCFI G&M LLC, a Delaware limited liability company (“ASG”), listed on Schedule I hereto (each a “Seller,” and collectively, the “Sellers”), (ii) SIC Intermediate, Inc., a Delaware corporation (the “Purchaser”), (iii) RDS, and (iv) ASG. The above parties are referred to herein collectively as the “Parties,” and individually as a “Party.”