Truck Hero, Inc. [•] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • November 2nd, 2015 • Truck Hero, Inc. • Motor vehicle parts & accessories • New York
Truck Hero, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [•] shares of Common Stock, par value $0.001 per share, of the Company, and certain stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) propose to sell to the several Underwriters an aggregate of [•] shares of Common Stock of the Company (collectively, the “Underwritten Shares”). In addition, the Selling Stockholders propose to sell, at the option of the Underwriters, up to an additional [•] shares of Common Stock of the Company (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”
INDEMNIFICATION AGREEMENT FOR DIRECTORSIndemnification Agreement • October 19th, 2015 • Truck Hero, Inc. • Motor vehicle parts & accessories • Delaware
This Indemnification Agreement (“Agreement”) is made as of by and between Truck Hero, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
363,500,000 CREDIT FACILITY CREDIT AGREEMENT Dated as of July 28, 2014 by and among TA THI BUYER, INC., as the Borrower, THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS CREDIT PARTIES ARES CAPITAL CORPORATION for itself, as a Lender, and as the...Credit Agreement • October 19th, 2015 • Truck Hero, Inc. • Motor vehicle parts & accessories • Delaware
This CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, restated, amended and restated, extended, supplemented and/or modified from time to time, this “Agreement”) is entered into as of July 28, 2014, by and among TA THI Buyer, Inc., a Delaware corporation (“Buyer” and prior to the Merger described below, referred to herein as the “Borrower” and upon and after giving effect to the Merger referred to below, Tectum Holdings, Inc., a Delaware corporation (the “Company”), shall succeed to Buyer’s rights and obligations as the “Borrower”), TA THI Holdings, Inc., a Delaware corporation (“Holdings”), the other Persons party hereto that are designated as a “Credit Party”, Ares Capital Corporation, a Maryland corporation (in its individual capacity, “Ares Capital Corporation”), as Administrative Agent for itself as a lender and the several financial institutions from time to time party to this Agreement (collectively, the “Lenders” and individually each a
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 2nd, 2015 • Truck Hero, Inc. • Motor vehicle parts & accessories • Michigan
This Amended and Restated Employment Agreement (“Agreement”) is made as of the th day of , 2015, between Truck Hero, Inc. (individually and collectively, along with its other direct and indirect subsidiaries, shall be referred to as the “Company”), and Kelly Kneifl (the “Executive”) and is made effective as of the closing of the Company’s first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Effective Date”).
LEASE AGREEMENT by and between ANN ARBOR BUSINESS PARK, LLC, a Delaware limited liability company and EXTANG CORPORATION, a Michigan corporationLease Agreement • October 19th, 2015 • Truck Hero, Inc. • Motor vehicle parts & accessories • Michigan
Set forth below is a summary of certain terms and conditions of the Lease Agreement between ANN ARBOR BUSINESS PARK, LLC, a Delaware limited liability company, as Landlord, and EXTANG CORPORATION, a Michigan corporation, as Tenant, solely for the convenience of the parties. In the event there is a conflict between this Lease Summary and the terms and conditions of the Lease Agreement, the terms and conditions of the Lease Agreement shall prevail.
STOCKHOLDERS AGREEMENTStockholders Agreement • November 2nd, 2015 • Truck Hero, Inc. • Motor vehicle parts & accessories • Delaware
This STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of [ ], 2015 is entered into by and among Truck Hero, Inc., a Delaware corporation (the “Company”) and each of the TA Stockholders (as defined below).
56,500,000 CREDIT FACILITY SECOND LIEN CREDIT AGREEMENT Dated as of July 28, 2014 by and among TA THI BUYER, INC., and, after the consummation of the Merger, TECTUM HOLDINGS, INC. as the Borrower, THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS...Second Lien Credit Agreement • October 19th, 2015 • Truck Hero, Inc. • Motor vehicle parts & accessories • Delaware
This SECOND LIEN CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, restated, amended and restated, extended, supplemented and/or modified from time to time, this “Agreement”) is entered into as of July 28, 2014, by and among TA THI Buyer, Inc., a Delaware corporation (“Buyer” and prior to the Merger described below, referred to herein as the “Borrower” and upon and after giving effect to the Merger referred to below, Tectum Holdings, Inc., a Delaware corporation (the “Company”), shall succeed to Buyer’s rights and obligations as the “Borrower”), TA THI Holdings, Inc., a Delaware corporation (“Holdings”), the other Persons party hereto that are designated as a “Credit Party”, American Capital, Ltd. (in its individual capacity, “American Capital”), as a Lender and as Administrative Agent for the several financial institutions from time to time party to this Agreement (collectively, the “Lenders” and individually each a “Lender”) and such Lenders.
TA THI PARENT, INC. AMENDED AND RESTATED STOCKHOLDERS AGREEMENT AMONG TA THI PARENT, INC. AND THE STOCKHOLDERS NAMED HEREIN DATED AS OF APRIL 21, 2015Stockholders Agreement • October 19th, 2015 • Truck Hero, Inc. • Motor vehicle parts & accessories • Delaware
WHEREAS, in connection with (i) the closing of the transactions contemplated by that certain Stock Purchase and Sale Agreement (the “SPA”), dated as of April 21, 2015 by and among Tectum Holdings, Inc., a Delaware corporation (“Tectum”), RealTruck, Inc. and Scott Bintz and (ii) Contribution Agreement, dated as of April 21, 2015 by and between the Company and Tectum, the Stockholders desire to amend and restate the Original Agreement by entering into this Agreement on the terms set forth herein to be effective as of the date hereof and immediately after the consummation of the transactions contemplated by the SPA (the “Closing”); and
LEASE AGREEMENT between NL VENTURES V NAVE, L.P. as Lessor and A.R.E. INC. as LesseeLease Agreement • October 19th, 2015 • Truck Hero, Inc. • Motor vehicle parts & accessories • Ohio
THIS FIRST AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made and entered effective as of the 21st day of April, 2006 (“Effective Date”), between NL VENTURES V NAVE, L.P., a Texas limited partnership (“Landlord”) and A.R.E. Accessories, LLC, a Delaware limited liability company (“Tenant”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 18th, 2015 • Truck Hero, Inc. • Motor vehicle parts & accessories • New York
This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of November [ ], 2015 (the “Second Amendment Date”) by and among Tectum Holdings, Inc., a Delaware corporation (the “Borrower”), TA THI Holdings, Inc., a Delaware corporation (“Holdings”), the other Credit Parties, the Joining Lenders (as defined in Section 13 hereof), Ares Capital Corporation, a Maryland corporation, as Administrative Agent the several financial institutions from time to time party to the Credit Agreement (collectively, the “Lenders” and individually each a “Lender”) and Antares Capital LP, a Delaware limited partnership, as Revolver Agent for the Revolving Lenders.
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • November 9th, 2015 • Truck Hero, Inc. • Motor vehicle parts & accessories • Delaware
THIS AMENDMENT NO. 1 TO THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (“Amendment”) is made as of November 6, 2015, by and among Truck Hero, Inc. (f/k/a TA THI Parent, Inc.) (“Company”) and the stockholders named therein (the “Stockholders”). Unless otherwise indicated herein, words and terms which are defined in the Stockholders Agreement (as defined below) shall have the same meaning where used herein.
Addendum to Agreement – DIAMOND SUPPLIER PARTNERAddendum to Agreement • October 19th, 2015 • Truck Hero, Inc. • Motor vehicle parts & accessories
This Addendum to the Agreement made the 28th day of May, 2014 by and between Keystone Automotive Operations, Inc. a Pennsylvania corporation, with offices at 44 Tunkhannock Avenue, Exeter, PA 18643 (hereinafter referred to as “Keystone”) and Extang, Truxedo, Bedrug, Undercover, Retrax and Bak Industries collectively known as THI, a Delaware corporation, with offices at 5400 S. State Street, Ann Arbor MI 48108 (hereinafter referred to as “Supplier”).
