AMENDMENT TO REORGANIZATION AGREEMENTReorganization Agreement • May 15th, 2018 • Us LBM Holdings, Inc. • Wholesale-lumber & other construction materials
This amendment (the “Amendment”) to the Reorganization Agreement (as defined herein) is made as of May 14, 2018. Capitalized terms used but not defined herein shall have the meanings set forth in the Reorganization Agreement.
FORM OF CONTRIBUTION AND DISTRIBUTION AGREEMENTContribution and Distribution Agreement • May 15th, 2018 • Us LBM Holdings, Inc. • Wholesale-lumber & other construction materials • Delaware
This Contribution and Distribution Agreement (the “Agreement”) is entered into as of [·], 2018, by and among LBM Acquisition, LLC, a Delaware limited liability company (“Acquisition”), US LBM Holdings, Inc., a Delaware corporation (“IPOco”), KIA IX (Hammer) Investor, L.P., a Delaware limited partnership (“Investor”), BEP/US LBM Blocker Corporation, a Delaware corporation (“BlackEagle Blocker”), BEP/US LBM Investors, LLC, a Delaware limited liability company (“LBM Investors”), US LBM Intermediate Investors, LLC, a Delaware limited liability company (“LBM Intermediate Investors”), KIA IX (Hammer) Blocker, LLC, a Delaware limited liability company (“KIA Blocker”), Kelso Hammer Co-Investment Blocker, LLC, a Delaware limited liability company (“Co-Investment Blocker” and, together with KIA Blocker, the “Kelso Blockers”), LBM Acquisition Vehicle, LLC, a Delaware limited liability company (“Acquisition Vehicle”), and LBM Midco, LLC, a Delaware limited liability company (“Midco”). Capitalized
FORM OF AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 15th, 2018 • Us LBM Holdings, Inc. • Wholesale-lumber & other construction materials • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of [·], 2018 (the “Agreement”), by and among US LBM Holdings, Inc., a Delaware corporation (the “Corporation”), BEP/US LBM Blocker Corporation, a Delaware corporation (“BlackEagle Blocker”), KIA IX (Hammer) Blocker, LLC, a Delaware limited liability company (“Kelso Blocker”), Kelso Hammer Co-Investment Blocker, LLC, a Delaware limited liability company (“Co-Investment Blocker”), LBM Acquisition Vehicle, LLC, a Delaware limited liability company (“Acquisition Vehicle”), and LBM Vehicle Merger Sub, Inc., a Delaware corporation (“Merger Sub”).
FORM OF CONTRIBUTION AND SUBSCRIPTION AGREEMENTForm of Contribution and Subscription Agreement • May 15th, 2018 • Us LBM Holdings, Inc. • Wholesale-lumber & other construction materials • Delaware
This Contribution and Subscription Agreement (this “Agreement”) is entered into on this [·] day of [·], 2018, by and among US LBM Holdings, Inc., a Delaware corporation (the “Corporation”), LBM Acquisition, LLC, a Delaware limited liability company (“Acquisition”), and LBM Midco, LLC, a Delaware limited liability company (“Midco”).
