Forterra, Inc. Common Stock, par value $0.001 per share Underwriting AgreementUnderwriting Agreement • October 17th, 2016 • Forterra, Inc. • Concrete products, except block & brick • New York
Forterra, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) for whom you (the “Representatives”) are acting as representatives, an aggregate of shares of common stock, par value $0.001 (“Stock”) of the Company and, at the election of the Underwriters pursuant to Section 2 hereof, up to additional shares of Stock, and the sole stockholder of the Company, Forterra US Holdings, LLC, a Delaware limited liability company (the “Selling Stockholder”), proposes, subject to the terms and conditions stated herein, to sell, at the election of the Underwriters pursuant to Section 2 hereof, up to additional shares of Stock. The shares proposed to be sold by the Company on the date hereof are hereinafter called the “Firm Shares” and the additional shares that the Underwriters elect to purchase from the Company and the Selling Stockholder pursuant to Section 2
TAX RECEIVABLE AGREEMENT by and between LSF9 Stardust Holdings, L.P. and Forterra, Inc. Dated as of October , 2016Tax Receivable Agreement • October 17th, 2016 • Forterra, Inc. • Concrete products, except block & brick • New York
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of October , 2016, is hereby entered into by and between Forterra, Inc., a Delaware corporation (the “Company”), LSF9 Stardust Holdings, L.P., a Delaware limited partnership (along with any successor as provided in Section 7.16, the “TRA Party Representative”), and the Persons listed on Schedule A, as amended from time to time (each, a “TRA Party”). Capitalized terms used herein have the respective meanings set forth in Section 1.01.
