0001193125-14-006724 Sample Contracts

TERMINATION AGREEMENT
Termination Agreement • January 9th, 2014 • Installed Building Products, Inc. • General bldg contractors - residential bldgs • Ohio

This Termination Agreement (this “Agreement”), effective as of October 1, 2013, is made by and between Installed Building Products, LLC, a Delaware limited liability company (the “Company”), and Jay P. Elliott (“Employee”).

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EMPLOYMENT AGREEMENT
Employment Agreement • January 9th, 2014 • Installed Building Products, Inc. • General bldg contractors - residential bldgs • Ohio

This Employment Agreement (this “Agreement”), dated as of November 1, 2013 (the “Effective Date”), is made by and among Installed Building Products, Inc., a Delaware corporation, having its principal offices at 495 South High Street, Suite 50, Columbus, Ohio 43215 (the “Company”), Installed Building Products, LLC, a Delaware limited liability company (“IBP LLC”), and Jeffrey W. Edwards (the “Executive”).

CONSULTING AGREEMENT
Consulting Agreement • January 9th, 2014 • Installed Building Products, Inc. • General bldg contractors - residential bldgs • Ohio

THIS CONSULTING AGREEMENT, dated as of March , 2004 (the “Agreement”), is entered into between Installed Building Products, LLC, a Delaware limited liability company (the “Company”), and Jeffrey W. Edwards (the “Consultant”).

CCIB HOLDCO, INC. CONTRIBUTION AND EXCHANGE AGREEMENT
Contribution and Exchange Agreement • January 9th, 2014 • Installed Building Products, Inc. • General bldg contractors - residential bldgs • New York

This Contribution and Exchange Agreement (the “Agreement”) is made as of November 4, 2011 (the “Contribution Date”), by and among CCIB Holdco, Inc., a Delaware corporation (the “Company”), IBHL A Holding Company, Inc., a Delaware corporation (“Sub I-A”), IBHL B Holding Company, Inc., a Delaware corporation (“Sub I-B”), and IBP Holdings, LLC, a Delaware limited liability company (“IBP Holdings”).

REGISTRATION RIGHTS AGREEMENT INSTALLED BUILDING PRODUCTS, INC. NOVEMBER 6, 2013
Registration Rights Agreement • January 9th, 2014 • Installed Building Products, Inc. • General bldg contractors - residential bldgs • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of the 6th day of November, 2013, by and among Installed Building Products, Inc., a Delaware corporation (the “Company”), and Cetus Capital II, LLC ( “Cetus”), IBP Investment Holdings, LLC (“Investment Holdings”), IBP Management Holdings, LLC (“Management Holdings”) and TCI Holdings, LLC (“TCIH”, and Cetus, Investment Holdings, Management Holdings and TCIH, collectively, the “Investors”).

AMENDMENT TO MANAGEMENT AGREEMENT
Management Agreement • January 9th, 2014 • Installed Building Products, Inc. • General bldg contractors - residential bldgs • Ohio

Amendment, effective as of November 4, 2011 (“Amendment”), to that certain Management Agreement (the “Management Agreement”), dated as of October 29, 2007, by and among IBP Holding Company, an Ohio corporation (“Service Company”), Installed Building Products II, LLC, a Delaware limited liability company (“IBP”), Stonehenge Opportunity Fund LLC, a Delaware limited liability company (“SOF”), Mezzanine Opportunities LLC, an Ohio limited liability company (“MO”), Primus IBP Investment, LLC, a Delaware limited liability company (“Primus Investment”), Primus Executive Fund V Limited Partnership, a Delaware limited partnership (“Primus Executive”), and OCM IBP Holdings II, Inc. (“OCM” and collectively with SOF, MO, Primus Investment and Primus Executive and their respective successors and assigns, and any Person who acquires any equity interests in IBP from SOF, MO, Primus Investment, Primus Executive or OCM, the “Investors”) and Fifth Third Bank, an Ohio banking corporation (“Fifth Third”).

RIGHTS AGREEMENT
Rights Agreement • January 9th, 2014 • Installed Building Products, Inc. • General bldg contractors - residential bldgs • Delaware

THIS RIGHTS AGREEMENT (this “Agreement”) is made as of November 4, 2011, by and among OCM IBP HOLDINGS, INC., a Delaware corporation (“OCM), CCIB Holdco, Inc., a Delaware corporation (“CCIB”), and CETUS CAPITAL II, LLC, a Delaware limited liability company (“Cetus”). Initially capitalized terms used in this Agreement have the meanings assigned to them throughout this Agreement and in Exhibit A attached hereto.

AMENDMENT TO SECOND AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • January 9th, 2014 • Installed Building Products, Inc. • General bldg contractors - residential bldgs • Ohio

Amendment, effective as of November 4, 2011 (“Amendment”), to that certain Second Amended and Restated Management Agreement (the “Management Agreement”), originally made and entered into as of March 29, 2004, as amended and restated as of June 29, 2005, and as further amended and restated as of April 30, 2010, by and among IBP Holding Company, an Ohio corporation (“Service Company”), Installed Building Products, LLC, a Delaware limited liability company (“IBP”), OCM IBP Holdings, Inc., a Delaware corporation (“OCM”), Stonehenge Opportunity Fund LLC, a Delaware limited liability company (“SOF”), Primus IBP Investment, LLC, a Delaware limited liability company (“Primus Investment”), Primus Executive Fund V Limited Partnership, a Delaware limited partnership (“Primus Executive” and collectively with OCM, SOF and Primus Investment and their respective successors and assigns, and any Person who acquires any equity interests in IBP from OCM, SOF, Primus Investment or Primus Executive or OCM,

EMPLOYMENT AGREEMENT
Employment Agreement • January 9th, 2014 • Installed Building Products, Inc. • General bldg contractors - residential bldgs • Ohio

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and effective as of the date indicated below by and between Installed Building Products, LLC, a Delaware limited liability company with its principal place of business at 495 South high Street, Columbus, Ohio 43215, and its successors and assigns (“Company”) and Jay Elliott (the “Employee”).

STOCKHOLDERS AGREEMENT BY AND AMONG CCIB HOLDCO, INC. AND THE STOCKHOLDERS SIGNATORY HERETO OR WHO HEREAFTER ACQUIRE CAPITAL STOCK OF THE COMPANY DATED AS OF NOVEMBER 4, 2011
Stockholders Agreement • January 9th, 2014 • Installed Building Products, Inc. • General bldg contractors - residential bldgs • Delaware

This Stockholders Agreement (this “Agreement”), dated as of November 4, 2011, is entered into by and among CCIB Holdco, Inc., a Delaware corporation (the “Company”), and each holder of capital stock of the Company signatory hereto (the “Initial Stockholder Parties”) and each other Person who after the date hereof acquires capital stock of the Company and becomes a party to or bound by this Agreement, whether by executing a Joinder Agreement or otherwise (such Persons, collectively with the Initial Stockholder Parties, the “Stockholder Parties”).

AMENDMENT NO. 4 TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • January 9th, 2014 • Installed Building Products, Inc. • General bldg contractors - residential bldgs • New York

THIS AMENDMENT NO. 4 TO LOAN AND SECURITY AGREEMENT is dated as of December 21, 2012 (this “Amendment”), among INSTALLED BUILDING PRODUCTS, LLC, a Delaware limited liability company (“IBP, LLC”), INSTALLED BUILDING PRODUCTS II, LLC, a Delaware limited liability company (“IBP II, LLC” and together with IBP, LLC, collectively, the “Companies” and each, individually, the “Company”), EACH BORROWING SUBSIDIARY PARTY HERETO (collectively with the Companies, the “Borrowers”), CCIB HOLDCO, INC., a Delaware corporation (“Parent”), and EACH GUARANTYING SUBSIDIARY PARTY HERETO (together with Parent, the “Guarantors”), the Lenders party hereto, and BANK OF AMERICA, N.A., a national banking association, as agent for the Lenders (“Agent”).

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