Gibraltar Industries, Inc. Sample Contracts

AMENDED AND RESTATED CREDIT AGREEMENT - Among - GIBRALTAR STEEL CORPORATION
Credit Agreement • October 24th, 1997 • Gibraltar Steel Corp • Steel works, blast furnaces & rolling & finishing mills • New York
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EXECUTION VERSION ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • July 7th, 2006 • Gibraltar Industries, Inc. • Steel works, blast furnaces & rolling & finishing mills • New York
PURCHASE AGREEMENT BY AND AMONG GIBRALTAR STEEL CORPORATION OF NEW YORK,
Purchase Agreement • February 13th, 1997 • Gibraltar Steel Corp • Steel works, blast furnaces & rolling & finishing mills • Florida
Gibraltar Steel Corporation 3,000,000 Shares /a/ Common Stock ($.01 par value)
Gibraltar Steel Corp • September 4th, 2001 • Steel works, blast furnaces & rolling & finishing mills • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENT - Among -
Credit Agreement • February 1st, 2000 • Gibraltar Steel Corp • Steel works, blast furnaces & rolling & finishing mills • New York
Gibraltar Steel Corporation 3,000,000 Shares /1/ Common Stock ($.01 par value)
Gibraltar Steel Corp • February 14th, 2002 • Steel works, blast furnaces & rolling & finishing mills • New York
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 1st, 2013 • Gibraltar Industries, Inc. • Steel works, blast furnaces & rolling & finishing mills • New York

This REGISTRATION RIGHTS AGREEMENT dated January 31, 2013 (this “Agreement”) is entered into by and among Gibraltar Industries, Inc., a Delaware corporation (the “Company”), the guarantors listed on the signature pages hereto (the “Initial Guarantors”), and J.P. Morgan Securities LLC (“J.P. Morgan”), KeyBanc Capital Markets Inc., HSBC Securities (USA) Inc. and RBS Securities Inc. (the “Initial Purchasers”).

ADOPTION AGREEMENT DREYFUS NONSTANDARDIZED PROTOTYPE PROFIT SHARING PLAN AND TRUST
Adoption Agreement • July 20th, 2001 • Gibraltar Steel Corp • Steel works, blast furnaces & rolling & finishing mills
TO THE
Partnership Agreement • February 1st, 2000 • Gibraltar Steel Corp • Steel works, blast furnaces & rolling & finishing mills • Ohio
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • November 13th, 2000 • Gibraltar Steel Corp • Steel works, blast furnaces & rolling & finishing mills • New York
GIBRALTAR INDUSTRIES, INC., AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEE 6.250% Senior Subordinated Notes due 2021 INDENTURE Dated as of January 31, 2013
Indenture • February 1st, 2013 • Gibraltar Industries, Inc. • Steel works, blast furnaces & rolling & finishing mills • New York

INDENTURE dated as of January 31, 2013, among GIBRALTAR INDUSTRIES, INC., a Delaware corporation (the “Company”), the Subsidiary Guarantors (as hereinafter defined) from time to time parties hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association (the “Trustee”), as Trustee.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 13th, 2005 • Gibraltar Industries, Inc. • Steel works, blast furnaces & rolling & finishing mills • New York

This REGISTRATION RIGHTS AGREEMENT dated December 8, 2005 (the “Agreement”) is entered into by and among Gibraltar Industries, Inc., a Delaware corporation (the “Company”), the guarantors listed on the signature pages hereto (the “Guarantors”), and J.P. Morgan Securities Inc. (“JPMorgan”), McDonald Investments Inc. and Harris Nesbitt Corp. (the “Initial Purchasers”).

EMPLOYMENT AGREEMENT
Employment Agreement • December 23rd, 2013 • Gibraltar Industries, Inc. • Steel works, blast furnaces & rolling & finishing mills • Delaware

THIS AGREEMENT is made, effective as of December 23, 2013, by and between Gibraltar Industries, Inc., a Delaware corporation, with offices at 3556 Lake Shore Road, Buffalo, New York 14219 (the “Company”), and Brian J. Lipke, an individual residing at , Derby, New York 14047 (the “Executive”).

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • December 23rd, 2013 • Gibraltar Industries, Inc. • Steel works, blast furnaces & rolling & finishing mills • Delaware

This Agreement is made as of this 23rd day of December, 2013, by and between Gibraltar Industries, Inc., a Delaware corporation with offices at 3556 Lake Shore Road, Buffalo New York (the “Company”) and Brian J. Lipke, (the “Executive”).

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • February 24th, 2009 • Gibraltar Industries, Inc. • Steel works, blast furnaces & rolling & finishing mills • New York

THIS CHANGE IN CONTROL AGREEMENT, dated as of February 20, 2009, is entered into between Gibraltar Industries, Inc., a Delaware corporation (the “Company”) and Timothy J. Heasley (the “Executive”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • January 5th, 2015 • Gibraltar Industries, Inc. • Steel works, blast furnaces & rolling & finishing mills • Delaware

THIS AGREEMENT is amended and restated, effective as of January 1, 2015, by and between Gibraltar Industries, Inc., a Delaware corporation, with offices at 3556 Lake Shore Road, Buffalo, New York 14219 (the “Company”), and Frank Heard, an individual residing at , (the “Executive”).

Gibraltar Steel Corporation 4,130,000 Shares a Common Stock ($.01 par value) Underwriting Agreement
Gibraltar Steel Corp • December 9th, 2003 • Steel works, blast furnaces & rolling & finishing mills • New York

Gibraltar Steel Corporation, a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative, 3,000,000 shares of Common Stock, $.01 par value (“Common Stock”) of the Company, and the trusts and individuals named in Schedule II hereto (each a “Selling Stockholder” and collectively, the “Selling Stockholders”) propose to sell to the Underwriters 1,130,000 shares of Common Stock (said shares to be issued and sold by the Company and shares to be sold by the Selling Stockholders collectively being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 464,625 additional shares of Common Stock to cover over-allotments, and each of Brian J. Lipke, Neil E. Lipke, Eric R. Lipke, Meredith A. Lipke and Curtis W. Lipke proposes to grant to the Underwriters an

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RECITALS:
Change in Control Agreement • October 30th, 1998 • Gibraltar Steel Corp • Steel works, blast furnaces & rolling & finishing mills • Delaware
CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • March 19th, 2019 • Gibraltar Industries, Inc. • Steel works, blast furnaces & rolling & finishing mills • Delaware

This Agreement is made by and between Gibraltar Industries, Inc., a Delaware corporation with offices at 3556 Lake Shore Road, Buffalo New York 14219 (the “Company”) and Patrick M. Burns (the “Executive”) on this _15th_ day of March, 2019 and is effective as of March 18, 2019.

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • May 5th, 2017 • Gibraltar Industries, Inc. • Steel works, blast furnaces & rolling & finishing mills • Delaware

This Agreement is made as of May ___, 2015, by and between Gibraltar Industries, Inc., a Delaware corporation with offices at 3556 Lake Shore Road, Buffalo New York (the "Company") and Timothy F. Murphy (the "Executive").

AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • September 15th, 2005 • Gibraltar Industries, Inc. • Steel works, blast furnaces & rolling & finishing mills • New York

GIBRALTAR INDUSTRIES, INC., a Delaware corporation, and GIBRALTAR STEEL CORPORATION OF NEW YORK, a New York Corporation (each a “Borrower” and collectively, the “Borrowers”);

SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • November 13th, 2001 • Gibraltar Steel Corp • Steel works, blast furnaces & rolling & finishing mills • New York

This Second Amendment dated as of September 30, 2001 to Third Amended and Restated Credit Agreement dated as of September 29, 2000 as amended prior to the date hereof ("Credit Agreement") by and among GIBRALTAR STEEL CORPORATION OF NEW YORK ("Borrower"); GIBRALTAR STEEL CORPORATION ("Company"); and THE CHASE MANHATTAN BANK, as administrative agent ("Administrative Agent") for THE CHASE MANHATTAN BANK ("Chase"); FLEET NATIONAL BANK; MELLON BANK, N.A., KEYBANK NATIONAL ASSOCIATION ("Key"); HSBC BANK USA; PNC BANK, N.A.; MANUFACTURERS AND TRADERS TRUST COMPANY; NATIONAL CITY BANK OF PENNSYLVANIA; FIFTH THIRD BANK, NORTHEASTERN OHIO; FIRSTAR BANK, N.A.; SUNTRUST BANK; and COMERICA BANK (collectively, "Banks").

STOCK PURCHASE AGREEMENT Dated as of August 31, 2007 By and Among GIBRALTAR INDUSTRIES, INC. as Purchaser FLORENCE CORPORATION as Company and THE SELLERS SPECIFIED HEREIN
Stock Purchase Agreement • September 6th, 2007 • Gibraltar Industries, Inc. • Steel works, blast furnaces & rolling & finishing mills • Illinois

THIS STOCK PURCHASE AGREEMENT, dated as of August 31, 2007, is by and among Gibraltar Industries, Inc., a Delaware corporation (the “Purchaser”), Florence Corporation, an Illinois corporation (the “Company”), and the shareholders of the Company listed on the signature pages hereof and in Annex 1 (each, a “Seller” and, collectively, the “Sellers”) and David P. Dailey, an individual residing in Illinois.

AGREEMENT
Agreement • October 4th, 2013 • Gibraltar Industries, Inc. • Steel works, blast furnaces & rolling & finishing mills • Delaware

THIS AGREEMENT is made, effective as of September 2013, by and between Gibraltar Industries, Inc., a Delaware corporation, with offices at 3556 Lake Shore Road, Buffalo, New York 14219 (the “Company”), and Henning N. Kornbrekke, an individual residing at , Buffalo, New York 14047 (the “Executive”).

STOCK PURCHASE AGREEMENT BY AND BETWEEN ROUGH BROTHERS MANUFACTURING, INC., RBI SOLAR, INC., DELTA T SOLUTIONS, INC., RICHARD REILLY, AND SUNLIGHT US CO., INC. AND GIBRALTAR INDUSTRIES, INC. DATED AS OF JUNE 9, 2015
Stock Purchase Agreement • June 15th, 2015 • Gibraltar Industries, Inc. • Steel works, blast furnaces & rolling & finishing mills • Delaware

THIS STOCK PURCHASE AGREEMENT dated as of June 9, 2015, by and among (i) Sunlight US Co., Inc., an Ohio corporation (“Buyer”), (ii) Gibraltar Industries, Inc., a Delaware corporation (“Gibraltar”), (iii) Richard Reilly (“Seller”), (iv) Rough Brothers Manufacturing, Inc., an Ohio corporation (“RBI”), (v) RBI Solar, Inc., an Ohio corporation (“Solar”), and (vi) Delta T Solutions, Inc., a California corporation (“Delta” and together with RBI and Solar, the “Companies”).

THIRD AMENDMENT AGREEMENT
Third Amendment Agreement • April 5th, 2011 • Gibraltar Industries, Inc. • Steel works, blast furnaces & rolling & finishing mills • New York
RESTRICTIVE COVENANTS AND SEVERANCE AGREEMENT
Restrictive Covenants and Severance Agreement • January 7th, 2019 • Gibraltar Industries, Inc. • Steel works, blast furnaces & rolling & finishing mills • Delaware

THIS AGREEMENT is made by and between Gibraltar Industries, Inc., a Delaware corporation, with offices at 3556 Lake Shore Road, Buffalo, New York 14219 (the “Company”), and William T. Bosway (the “Executive”) on this 17th day of December, 2018 and is effective as of January 2, 2019.

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • October 9th, 2008 • Gibraltar Industries, Inc. • Steel works, blast furnaces & rolling & finishing mills • New York

THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of October 3, 2008, is by and among Bison Acquisition Corporation, a Delaware corporation (“BAC”), Appleby Trust (Mauritius) Limited, a company organized under the laws of Mauritius, acting solely in its capacity as trustee of the Bison Purpose Trust (the “Trustee” and, together with BAC, the “Purchasers”), SCM Metal Products, Inc., a Delaware corporation (“SCM”), Gibraltar Pacific Inc., a Mauritius corporation (“Pacific”), Gibraltar International, Inc., a Delaware corporation (“International”), and Gibraltar Steel Corporation of New York, a New York corporation (“GSCNY” and together with International, the “Sellers”).

January 2, 2019
Gibraltar Industries, Inc. • January 7th, 2019 • Steel works, blast furnaces & rolling & finishing mills
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