INDEMNIFICATION AGREEMENTIndemnification Agreement • January 9th, 2015 • Summit Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This Indemnification Agreement is effective as of [ ], (this “Agreement”) and is between Summit Materials, Inc., a Delaware corporation (the “Company”), and the undersigned director/officer of the Company (the “Indemnitee”).
TAX RECEIVABLE AGREEMENT between SUMMIT MATERIALS, INC. and THE PERSONS NAMED HEREIN Dated as of [ ], 2015Tax Receivable Agreement • January 9th, 2015 • Summit Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
This TAX RECEIVABLE AGREEMENT (this “Agreement”), is dated as of [ ], 2015, and is between Summit Materials, Inc., a Delaware corporation (including any successor corporation, the “Corporate Taxpayer”), each of the undersigned parties, and each of the other persons from time to time party hereto (each a “TRA Party” and together the “TRA Parties”).
SUMMIT MATERIALS HOLDINGS L.P. FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT Dated as of [ ], 2015Limited Partnership Agreement • January 9th, 2015 • Summit Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of Summit Materials Holdings L.P. (the “Partnership”), is dated as of [ ], 2015 (the “Effective Date”) and is by and between Summit Materials Holdings GP, Ltd., a Cayman Islands exempted company (“Pre-existing GP”), as the General Partner pending consummation of the IPO (as defined in the IPO Reorganization Agreement referred to below), Summit Owner Holdco LLC, a Delaware limited liability company, as the prospective interim General Partner upon consummation of the IPO, Summit Materials, Inc., a Delaware corporation (“IPO Corp”), as the prospective General Partner immediately after Summit Owner Holdco becomes such interim General Partner, and the Limited Partners whose names are set forth in the books and records of the Partnership.
EXCHANGE AGREEMENTExchange Agreement • January 9th, 2015 • Summit Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
EXCHANGE AGREEMENT (this “Agreement”), dated as of [ ], 2015, among Summit Materials, Inc., a Delaware corporation, Summit Materials Holdings L.P., a Delaware limited partnership, and the holders of LP Units (as defined herein) from time to time party hereto.
STOCKHOLDERS’ AGREEMENT DATED AS OF [ ], 2015 AMONG SUMMIT MATERIALS, INC. AND THE OTHER PARTIES HERETOStockholders’ Agreement • January 9th, 2015 • Summit Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This Stockholders’ Agreement is entered into as of [ ], 2015 by and among Summit Materials, Inc., a Delaware corporation (the “Company”), and each of the other parties identified on the signature pages hereto (the “Investor Parties”).
NONQUALIFIED STOCK OPTION AGREEMENT (Leverage Restoration Options) Summit Materials, Inc.Nonqualified Stock Option Agreement • January 9th, 2015 • Summit Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This Nonqualified Stock Option Agreement (this “Agreement”), effective as of the Date of Grant (as defined below), is between Summit Materials, Inc., a Delaware corporation (the “Company”), and the Participant (as defined below).
SEVENTH SUPPLEMENTAL INDENTURESupplemental Indenture • January 9th, 2015 • Summit Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
Seventh Supplemental Indenture (this “Supplemental Indenture”), dated as of November 19, 2014, among Southwest Ready Mix, LLC, a Texas limited liability company, Concrete Supply of Topeka, Inc., a Kansas corporation, Penny’s Concrete and Ready Mix, L.L.C., a Kansas limited liability company (each, a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”), each a subsidiary of Summit Materials, LLC, a Delaware limited liability company (the “Company”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”).
Summit Materials, Inc. RESTRICTED LP UNIT AGREEMENTRestricted Lp Unit Agreement • January 9th, 2015 • Summit Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
THIS RESTRICTED LP UNIT AGREEMENT (the “Agreement”), is made effective as of the date set forth on the signature page (the “Signature Page”) attached hereto, between Summit Materials, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), Summit Materials Holdings L.P., a Delaware limited partnership (the “Partnership”), and the participant identified on the Signature Page attached hereto (the “Participant”).
EIGHTH SUPPLEMENTAL INDENTUREEighth Supplemental Indenture • January 9th, 2015 • Summit Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
Eighth Supplemental Indenture (this “Supplemental Indenture”), dated as of December 22, 2014, between Colorado County Sand & Gravel Co., L.L.C., a Texas limited liability company (the “Guaranteeing Subsidiary”), an indirect subsidiary of Summit Materials, LLC, a Delaware limited liability company (the “Company”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”).
CONTRIBUTION AND PURCHASE AGREEMENT BETWEEN SUMMIT MATERIALS, INC., SUMMIT MATERIALS HOLDINGS L.P., SUMMIT MATERIALS HOLDING GP LTD., AND SUMMIT OWNER HOLDCO LLC, AND MISSOURI MATERIALS COMPANY, L.L.C., J & J MIDWEST GROUP, L.L.C., AND THOMAS A. BECK...Cement Purchase Agreement • January 9th, 2015 • Summit Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This CONTRIBUTION AND PURCHASE AGREEMENT is dated as of December 18, 2014 (this “Agreement”) and is between Summit Materials, Inc., a Delaware corporation (“IPO Corp”), Summit Materials Holdings L.P., a Delaware limited partnership (“Summit LP”), Summit Materials Holdings GP, Ltd, a Delaware limited partnership and the general partner of Summit LP (“Summit GP”), Summit Owner Holdco LLC, a newly formed Delaware limited liability company (“Summit Holdings”), Missouri Materials Company, L.L.C., J & J Midwest Group, L.L.C., R. Michael Johnson Family Limited Liability Company, Thomas A. Beck Family, LLC (each, a “Minority Holder” and, together, the “Minority Holders”) and Continental Cement Company, L.L.C., a Delaware limited liability company (the “Company”). Capitalized terms used in this Agreement that are not otherwise defined herein will have the meanings given to them in the LLC Agreement referred to below.
