Cardinal Infrastructure Group Inc. Sample Contracts
Employment AgreementEmployment Agreement • November 20th, 2025 • Cardinal Infrastructure Group Inc. • Heavy construction other than bldg const - contractors • North Carolina
This Employment Agreement (the “Agreement”)is made and entered into as of January 1, 2025, by and between Jeremy Spivey (the “Executive”) and Cardinal Civil Contracting, LLC, a North Carolina limited liability company (the “Company”).
LEASE AGREEMENT BETWEEN 105 PIB GROUP LLC AS LANDLORD AND A.L. Grading contractors, LLC AS TENANTLease Agreement • February 19th, 2026 • Cardinal Infrastructure Group Inc. • Heavy construction other than bldg const - contractors
THIS LEASE AGREEMENT (the “Lease”) is made effective as of February 18, 2026, (the “Lease Date”) by and between 105 PIB GROUP LLC, a Georgia limited liability company (“Landlord”), and A.L. Grading contractors, LLC, a Georgia limited liability company (“Tenant”), (the words “Landlord” and “Tenant” to include their respective legal representatives, successors and permitted assigns where the context requires or permits).
Employment AgreementEmployment Agreement • February 19th, 2026 • Cardinal Infrastructure Group Inc. • Heavy construction other than bldg const - contractors • Georgia
This Employment Agreement (the “Agreement”) is made and entered into as of February 18, 2026 (the “Effective Date”), by and between Anthony L. Wood, Jr. (the “Executive”) and A.L. Grading Contractors, LLC, a Georgia limited liability company (the “Company”).
CARDINAL CIVIL CONTRACTING HOLDINGS LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of [●], 2025Limited Liability Company Agreement • November 20th, 2025 • Cardinal Infrastructure Group Inc. • Heavy construction other than bldg const - contractors • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) of Cardinal Civil Contracting Holdings LLC, a Delaware limited liability company (the “Company”), dated as of [●], 2025 (the “Effective Date”), is entered into by and among the Company, Cardinal Infrastructure Group Inc., a Delaware corporation (the “Corporation”), as the managing member of the Company, and each of the other Members (as defined herein). Unless the context otherwise requires, capitalized terms used herein have the respective meaning ascribed to them in Article I.
CARDINAL CIVIL CONTRACTING HOLDINGS LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of [●], 2025Limited Liability Company Agreement • October 14th, 2025 • Cardinal Infrastructure Group Inc. • Heavy construction other than bldg const - contractors • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) of Cardinal Civil Contracting Holdings LLC, a Delaware limited liability company (the “Company”), dated as of [•], 2025 (the “Effective Date”), is entered into by and among the Company, Cardinal Infrastructure Group Inc., a Delaware corporation (the “Corporation”), as the managing member of the Company, and each of the other Members (as defined herein). Unless the context otherwise requires, capitalized terms used herein have the respective meaning ascribed to them in Article I.
FIRST AMENDMENT TO CREDIT AGREEMENT dated as of February 18, 2026 by and among CARDINAL CIVIL CONTRACTING, LLC, a North Carolina limited liability company, as the Borrower, CARDINAL CIVIL CONTRACTING HOLDINGS LLC, a Delaware limited liability company,...First Amendment to Credit Agreement • February 19th, 2026 • Cardinal Infrastructure Group Inc. • Heavy construction other than bldg const - contractors
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Agreement”), dated as of February 18, 2026 (the “First Amendment Effective Date“), is entered into by and among Cardinal Civil Contracting, LLC, a North Carolina limited liability company (the “Borrower”), Cardinal Civil Contracting Holdings LLC, a Delaware limited liability company (“Holdings”), the other Guarantors party hereto, the Lenders party hereto, and Truist Bank, as Administrative Agent, Issuing Bank and Swingline Lender.
MEMBERSHIP INTERESTS PURCHASE AND CONTRIBUTION AGREEMENTMembership Interest Purchase and Contribution Agreement • February 19th, 2026 • Cardinal Infrastructure Group Inc. • Heavy construction other than bldg const - contractors • Delaware
THIS MEMBERSHIP INTERESTS PURCHASE AND CONTRIBUTION AGREEMENT, dated February 18, 2026, is made and entered into by and among Diamond Interests Group, LLC, a Florida limited liability company taxed as an S-corporation (the “Seller”), A.L. Grading Contractors, LLC, a Georgia limited liability company (the “Company”), Anthony L. Wood, Jr., an individual residing in the State of Florida (“ALW”), Benjamin A. Wood, an individual residing in the State of Georgia (“BAW” and, together with ALW, “Seller Owners” and, each individually, a “Seller Owner”), Cardinal Civil Contracting Holdings LLC, a Delaware limited liability company (“Purchaser”), and Cardinal Infrastructure Group, Inc., a Delaware corporation (“PubCo” and, together with Purchaser, the “Purchaser Parties”). The Seller, Seller Owners, Company and the Purchaser Parties are from time to time referred to herein individually as a “Party” and collectively as the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 12th, 2025 • Cardinal Infrastructure Group Inc. • Heavy construction other than bldg const - contractors • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of December 9, 2025 by and among Cardinal Infrastructure Group Inc., a Delaware corporation (the “Corporation”), and each Person identified on the Schedule of Holders attached hereto as of the date hereof (such Persons, collectively, the “Initial Holders”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 14th, 2025 • Cardinal Infrastructure Group Inc. • Heavy construction other than bldg const - contractors • North Carolina
THIS ASSET PURCHASE AGREEMENT (“Agreement”) is made and entered into this 1st day of October, 2025, by and among James C. Smith, a resident of Charlotte, North Carolina (“Owner”), Red Clay Industries, Inc., a North Carolina corporation (“Company” and with Owner, collectively “Seller Parties”), and Aviator Paving Company Charlotte, LLC, a North Carolina limited liability company (“Buyer”) (the Owner, the Company and Buyer may be referred to separately herein as a “Party” and collectively as “Parties”).
TAX RECEIVABLE AGREEMENT between CARDINAL INFRASTRUTURE GROUP INC. and THE PERSONS NAMED HEREIN Dated as of [●], 2025Tax Receivable Agreement • October 14th, 2025 • Cardinal Infrastructure Group Inc. • Heavy construction other than bldg const - contractors • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), is dated as of [•], 2025, and is among Cardinal Infrastructure Group Inc., a Delaware corporation (including any successor corporation, “PubCo”), each of the TRA Party Representatives (as defined herein) and each of the other undersigned parties, and each of the other Persons from time to time that become a party hereto (each, excluding PubCo and the TRA Party Representatives, a “TRA Party” and together the “TRA Parties”).
RESTRICTED STOCK UNIT GRANT NOTICE AND AGREEMENT (Non-Employee Directors)Restricted Stock Unit Grant Agreement • November 20th, 2025 • Cardinal Infrastructure Group Inc. • Heavy construction other than bldg const - contractors
Cardinal Infrastructure Group Inc. (the “Company”), pursuant to its 2025 Stock Incentive Plan (as may be amended, restated or otherwise modified from time to time, the “Plan”), hereby grants to Holder the number of Restricted Stock Units set forth below, each Restricted Stock Unit being a notional unit representing the right to receive one share of Stock, subject to adjustment as provided in the Plan. The Restricted Stock Units are subject to all of the terms and conditions of this Non-Employee Director Restricted Stock Unit Grant Notice and Agreement (this “Award Agreement”), as well as the terms and conditions of the Plan, all of which are incorporated herein in their entirety. To the extent that any provisions herein (or portion thereof) conflicts with any provision of the Plan, the Plan shall prevail and control. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.
CARDINAL INFRASTRUCTURE GROUP INC. FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • November 20th, 2025 • Cardinal Infrastructure Group Inc. • Heavy construction other than bldg const - contractors • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 20 between Cardinal Infrastructure Group Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). Capitalized terms not defined elsewhere in this Agreement are used as defined in Section 13.
TAX RECEIVABLE AGREEMENT by and among CARDINAL INFRASTRUTURE GROUP INC. CARDINAL CIVIL CONTRACTING HOLDINGS LLC and THE PERSONS NAMED HEREIN Dated as of December 9, 2025Tax Receivable Agreement • December 12th, 2025 • Cardinal Infrastructure Group Inc. • Heavy construction other than bldg const - contractors • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), is dated as of December 9, 2025, and is among Cardinal Infrastructure Group Inc., a Delaware corporation (including any successor corporation, “PubCo”), Cardinal Civil Contracting Holdings LLC, a Delaware limited liability company (“OpCo”), each of the TRA Party Representatives (as defined herein) and each of the other undersigned parties, and each of the other Persons from time to time that become a party hereto (each, excluding PubCo and the TRA Party Representatives, a “TRA Party” and together the “TRA Parties”).
3,750,000 Shares Cardinal Infrastructure Group Inc. Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 22nd, 2026 • Cardinal Infrastructure Group Inc. • Heavy construction other than bldg const - contractors
Cardinal Infrastructure Group Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”) an aggregate of 3,750,000 shares (the “Firm Shares”) of the Class A Common Stock, par value $0.0001 per share, of the Company (“Class A Common Stock”). The Company also proposes to sell to the several Underwriters, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an additional 562,500 shares of Class A Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares.”
●] Shares Cardinal Infrastructure Group Inc. Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 1st, 2025 • Cardinal Infrastructure Group Inc. • Heavy construction other than bldg const - contractors
CARDINAL CIVIL CONTRACTING HOLDINGS LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of December 9, 2025Limited Liability Company Agreement • December 12th, 2025 • Cardinal Infrastructure Group Inc. • Heavy construction other than bldg const - contractors • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) of Cardinal Civil Contracting Holdings LLC, a Delaware limited liability company (the “Company”), dated as of December 9, 2025 (the “Effective Date”), is entered into by and among the Company, Cardinal Infrastructure Group Inc., a Delaware corporation (the “Corporation”), as the managing member of the Company, and each of the other Members (as defined herein). Unless the context otherwise requires, capitalized terms used herein have the respective meaning ascribed to them in Article I.
TAX BENEFIT AGREEMENTTax Benefit Agreement • February 19th, 2026 • Cardinal Infrastructure Group Inc. • Heavy construction other than bldg const - contractors • Delaware
This TAX BENEFIT AGREEMENT (this “Agreement”), is dated as of February 18, 2026, and is among Cardinal Infrastructure Group Inc., a Delaware corporation (including any successor corporation, “PubCo”), Cardinal Civil Contracting Holdings, LLC, a Delaware limited liability company and its subsidiaries (“OpCo”), and Diamond Interests Group, LLC, a Florida limited liability company (“Seller”).
CREDIT AGREEMENT dated as of October 1, 2025 by and among CARDINAL CIVIL CONTRACTING, LLC, a North Carolina limited liability company, as the Borrower, CARDINAL CIVIL CONTRACTING HOLDINGS LLC, a Delaware limited liability company, as Holdings, THE...Credit Agreement • October 14th, 2025 • Cardinal Infrastructure Group Inc. • Heavy construction other than bldg const - contractors • New York
This CREDIT AGREEMENT (as amended, restated, amended and restated, supplemented, increased, extended, refinanced, renewed, replaced, and/or otherwise modified in writing from time to time, this “Agreement”) is made and entered into as of this day of October 1, 2025 (the “Closing Date”), by and among Cardinal Civil Contracting, LLC, a North Carolina limited liability company (the “Borrower”), Cardinal Civil Contracting Holdings LLC, a Delaware limited liability company (“Holdings”), as a Guarantor (here and hereafter as defined herein), the other Guarantors from time to time party hereto, the Lenders (as defined herein) from time to time party hereto, and TRUIST BANK, in its capacities as Administrative Agent, Issuing Bank and Swingline Lender (each, as defined herein).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 14th, 2025 • Cardinal Infrastructure Group Inc. • Heavy construction other than bldg const - contractors • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [●], 2025 by and among Cardinal Infrastructure Group Inc., a Delaware corporation (the “Corporation”), and each Person identified on the Schedule of Holders attached hereto as of the date hereof (such Persons, collectively, the “Initial Holders”).