0001047469-16-013188 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • May 16th, 2016 • GMS Inc. • Wholesale-lumber & other construction materials • New York
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EMPLOYMENT AGREEMENT
Employment Agreement • May 16th, 2016 • GMS Inc. • Wholesale-lumber & other construction materials • New York

EMPLOYMENT AGREEMENT, dated as of June 30, 2015 (the “Employment Agreement”), by and between Gypsum Management and Supply, Inc., a Georgia corporation (the “Company”) and Craig Apolinsky (the “Executive”) (each of the Executive and the Company, a “Party,” and collectively, the “Parties”).

MANAGEMENT AGREEMENT
Management Agreement • May 16th, 2016 • GMS Inc. • Wholesale-lumber & other construction materials • New York

This MANAGEMENT AGREEMENT (as amended, restated, modified or supplemented from time to time, this “Agreement”) is made as of April 1, 2014 by and between GYP Holdings I Corp., a Delaware corporation (the “Company”), GYP Holdings III Corp., a Delaware corporation and indirect wholly-owned subsidiary of the Company (“GYP III”), and AEA Investors LP, a Delaware limited partnership (“AEA” and, together with the Company and GYP III, the “Parties”).

AMENDMENT TO AMENDED & RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • May 16th, 2016 • GMS Inc. • Wholesale-lumber & other construction materials

THIS AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of May 12, 2016 (the “Amendment”), by and between Gypsum Management and Supply, Inc., a Georgia corporation (the “Company”) and G. Michael Callahan (the “Executive”) and, solely for purposes of Section 5 (and Exhibit A) of the Employment Agreement (as defined below), GMS Inc. (“Holdings”).

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