PATRICK INDUSTRIES, INC. (an Indiana corporation) 1,350,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 14th, 2017 • Patrick Industries Inc • Millwood, veneer, plywood, & structural wood members • New York
Patrick Industries, Inc., an Indiana corporation (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), Wells Fargo Securities, LLC (“Wells Fargo”), and Robert W. Baird & Co. Incorporated (“Baird”), and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch, Wells Fargo and Baird are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, without par value, of the Company (“Common Stock”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of ad
RECITALS --------Credit Agreement • May 12th, 2000 • Patrick Industries Inc • Wholesale-lumber, plywood, millwork & wood panels • Indiana
WITNESSETH:Loan Agreement • May 14th, 1999 • Patrick Industries Inc • Wholesale-lumber, plywood, millwork & wood panels
PATRICK INDUSTRIES, INC. AND as Trustee INDENTURE Dated as of January 22, 2018Indenture • January 24th, 2018 • Patrick Industries Inc • Millwood, veneer, plywood, & structural wood members • New York
INDENTURE dated as of January 22, 2018 between PATRICK INDUSTRIES, INC., an Indiana corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
CREDIT AGREEMENT dated as of May 18, 2007 among PATRICK INDUSTRIES, INC., The Lenders Party Hereto, FIFTH THIRD BANK, as Syndication Agent, LASALLE BANK, NATIONAL ASSOCIATION, KEY BANK, NATIONAL ASSOCIATION and CHARTER ONE BANK, as Co-Documentation...Credit Agreement • May 24th, 2007 • Patrick Industries Inc • Plastics products, nec • Illinois
CREDIT AGREEMENT dated as of May 18, 2007 among PATRICK INDUSTRIES, INC., an Indiana corporation, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
PATRICK INDUSTRIES, INC. AND EACH OF THE GUARANTORS FROM TIME TO TIME PARTY HERETO 7.50% SENIOR NOTES DUE 2027 INDENTURE Dated as of September 17, 2019 U.S. BANK NATIONAL ASSOCIATION, as TrusteeIndenture • September 18th, 2019 • Patrick Industries Inc • Millwood, veneer, plywood, & structural wood members • New York
INDENTURE dated as of September 17, 2019 among Patrick Industries, Inc., an Indiana corporation (the “Company”), the Guarantors (as defined below) from time to time party hereto and U.S. Bank National Association, a national banking association, organized under the laws of the United States of America, as trustee (the “Trustee”).
COMMERCIAL LEASE ---------------- THIS AGREEMENT, made and entered into this First day of August 2001, between MERVIN D. LUNG BUILDING COMPANY, INC., an Indiana Corporation, of St. Joseph County, State of Indiana, hereinafter know as "LESSOR", and...Commercial Lease • March 29th, 2002 • Patrick Industries Inc • Plastics products, nec
PATRICK INDUSTRIES, INC. AND EACH OF THE GUARANTORS FROM TIME TO TIME PARTY HERETO 6.375% SENIOR NOTES DUE 2032 INDENTURE Dated as of October 22, 2024 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as TrusteeIndenture • October 28th, 2024 • Patrick Industries Inc • Motor vehicle parts & accessories • New York
INDENTURE dated as of October 22, 2024 among Patrick Industries, Inc., an Indiana corporation (the “Company”), the Guarantors (as defined below) from time to time party hereto and U.S. Bank Trust Company, National Association, a national banking association, organized under the laws of the United States of America, as trustee (the “Trustee”).
Wells Fargo Bank, National AssociationWarrant Agreement • January 22nd, 2018 • Patrick Industries Inc • Millwood, veneer, plywood, & structural wood members • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Patrick Industries, Inc. (“Company”) to Wells Fargo Bank, National Association (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Company and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 1st, 2016 • Patrick Industries Inc • Millwood, veneer, plywood, & structural wood members • Illinois
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated and effective as of July 26, 2016 (the “Amendment Effective Date”) by and among, WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Administrative Agent (“Administrative Agent”), the Lenders party hereto, PATRICK INDUSTRIES, INC., an Indiana corporation (“Borrower”), and ADORN HOLDINGS, INC., a Delaware corporation (“Guarantor”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 5, 2018 by and among PATRICK INDUSTRIES, INC., as Borrower, the Lenders referred to herein, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender...Credit Agreement • June 11th, 2018 • Patrick Industries Inc • Millwood, veneer, plywood, & structural wood members • Illinois
SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 5, 2018, by and among PATRICK INDUSTRIES, INC., an Indiana corporation (the “Borrower”), the lenders who are party to this Agreement and the lenders who may become a party to this Agreement pursuant to the terms hereof (collectively with the lenders party hereto, the “Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders.
Exhibit 10(u) COMMERCIAL LEASE ---------------- THIS AGREEMENT, made and entered into this First day of September 2003, between MERVIN D. LUNG BUILDING COMPANY, INC., an Indiana Corporation, of St. Joseph County, State of Indiana, hereafter known as...Commercial Lease • March 29th, 2004 • Patrick Industries Inc • Plastics products, nec
Execution Version #95220814v17 PATRICK INDUSTRIES, INC., as Issuer EACH OF THE GUARANTORS FROM TIME TO TIME PARTY HERETO, as Subsidiary Guarantors AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of December 13, 2021 1.75% Convertible...Indenture • December 13th, 2021 • Patrick Industries Inc • Motor vehicle parts & accessories • New York
Bank of America, N.A.Base Call Option Transaction • January 22nd, 2018 • Patrick Industries Inc • Millwood, veneer, plywood, & structural wood members
The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”) are incorporated into this Confirmation. In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall govern. Certain defined terms used herein are based on terms that are defined in the Offering Memorandum dated January 17, 2018 (the “Offering Memorandum”) relating to the Convertible Senior Notes due 2023 (as originally issued by Counterparty, the “Convertible Notes” and each USD 1,000 principal amount of Convertible Notes, a “Convertible Note”) issued by Counterparty in an aggregate initial principal amount of USD 150,000,000 (as increased by up to an aggregate principal amount of USD 22,500,000 if and to the extent that the Initial Purchasers (as defined below) exercise their option to purchase additional Convertible Notes pursuant to t
CREDIT AGREEMENT by and among PATRICK INDUSTRIES, INC., as Borrower, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and WELLS FARGO CAPITAL FINANCE, LLC as the Agent Dated as of March 31, 2011Credit Agreement • April 5th, 2011 • Patrick Industries Inc • Millwood, veneer, plywood, & structural wood members • Illinois
THIS CREDIT AGREEMENT (this "Agreement"), is entered into as of March 31, 2011, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a "Lender", as that term is hereinafter further defined), WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, "Agent"), PATRICK INDUSTRIES, INC., an Indiana corporation ("Borrower").
500,000,000Patrick Industries, Inc.6.375% Senior Notes due 2032PURCHASE AGREEMENT October 7, 2024Purchase Agreement • October 11th, 2024 • Patrick Industries Inc • Motor vehicle parts & accessories • New York
Patrick Industries, Inc., an Indiana corporation (the “Company”), confirms its agreement with Wells Fargo Securities, LLC (“Wells Fargo”) and each of the other Initial Purchasers named on Exhibit A hereto (collectively, the “Initial Purchasers,” which term shall also include any person substituted for an Initial Purchaser pursuant to Section 10 hereof), for whom Wells Fargo is acting as representative (in such capacity, the “Representative”), with respect to the issue and sale by the Company and the purchase by the Initial Purchasers, acting severally and not jointly, of $500,000,000 in aggregate principal amount of the Company’s 6.375% Senior Notes due 2032 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of October 22, 2024 (the “Indenture”) among the Company, the Guarantors referred to below, and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The Company’s obligations under the Securities, including the due and pun
SECURITIES PURCHASE AGREEMENT BY AND AMONG TONTINE CAPITAL PARTNERS, L.P., TONTINE CAPITAL OVERSEAS MASTER FUND, L.P. AND PATRICK INDUSTRIES, INC. MARCH 10, 2008Securities Purchase Agreement • March 13th, 2008 • Patrick Industries Inc • Plastics products, nec • Indiana
This SECURITIES PURCHASE AGREEMENT, dated as of March 10, 2008, is entered into by and among PATRICK INDUSTRIES, INC., an Indiana corporation (the “Company”), and the investors identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”).
SECURITY AGREEMENTSecurity Agreement • October 30th, 2012 • Patrick Industries Inc • Millwood, veneer, plywood, & structural wood members • Illinois
This SECURITY AGREEMENT (this "Agreement"), dated as of October 24, 2012, among the Persons listed on the signature pages hereof as "Grantors" and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, a "Grantor" and collectively, the "Grantors"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association ("Wells Fargo"), in its capacity as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, "Agent").
WARRANT AGREEMENTWarrant Agreement • April 5th, 2011 • Patrick Industries Inc • Millwood, veneer, plywood, & structural wood members • Illinois
THIS WARRANT AGREEMENT (this “Agreement”) dated as of March 31, 2011, is among PATRICK INDUSTRIES, INC., an Indiana corporation (the “Company”), and the holders of Warrants (as defined below) listed on the signature page hereof (along with their permitted transferees, the “Holders”).
STANDBY PURCHASE AGREEMENTStandby Purchase Agreement • March 13th, 2008 • Patrick Industries Inc • Plastics products, nec • Indiana
This STANDBY PURCHASE AGREEMENT (this “Agreement”) dated as of March 10, 2008, by and among Patrick Industries, Inc., an Indiana corporation (the “Company”), Tontine Capital Partners, L.P., a Delaware limited partnership (“TCP”), and Tontine Capital Overseas Master Fund, L.P., a Cayman Islands limited partnership (“TCO” and collectively with TCP, the “Standby Purchasers”);
Bank of America, N.A. One Bryant Park New York, NY 10036Warrant Agreement • January 22nd, 2018 • Patrick Industries Inc • Millwood, veneer, plywood, & structural wood members • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Patrick Industries, Inc. (“Company”) to Bank of America, N.A. (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Company and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
Bank of America, N.A.Additional Call Option Transaction • January 22nd, 2018 • Patrick Industries Inc • Millwood, veneer, plywood, & structural wood members
The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”) are incorporated into this Confirmation. In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall govern. Certain defined terms used herein are based on terms that are defined in the Offering Memorandum dated January 17, 2018 (the “Offering Memorandum”) relating to the Convertible Senior Notes due 2023 (as originally issued by Counterparty, the “Convertible Notes” and each USD 1,000 principal amount of Convertible Notes, a “Convertible Note”) issued by Counterparty in an aggregate initial principal amount of USD 150,000,000 (as increased by an aggregate principal amount of USD 22,500,000 pursuant to the exercise by the Initial Purchasers (as defined below) of their option to purchase additional Convertible Notes pursuant to the Purchas
THE SECURITY REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT...Senior Subordinated Promissory Note • May 24th, 2007 • Patrick Industries Inc • Plastics products, nec • Indiana
THIS NOTE IS SUBJECT TO THE TERMS OF THE SUBORDINATION AGREEMENT DATED THE DATE HEREOF BETWEEN THE INITIAL HOLDER OF THIS NOTE AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, AND NO PAYMENTS HEREON MAY BE MADE, OR ACTIONS TAKEN TO ENFORCE THIS NOTE, IN VIOLATION OF SUCH SUBORDINATION AGREEMENT.
ASSET PURCHASE AGREEMENT between PATRICK INDUSTRIES, INC. and FOREMOST FABRICATORS, LLC and its MEMBERS June 27, 2014Asset Purchase Agreement • July 3rd, 2014 • Patrick Industries Inc • Millwood, veneer, plywood, & structural wood members • Indiana
THIS AGREEMENT made and entered into as of June 27, 2014, by and between Patrick Industries, Inc., an Indiana corporation (the “Buyer”), and Foremost Fabricators, LLC, an Indiana limited liability company (the “Seller”), and its members, all of whom are listed on the signature page herein (collectively, the “Members”).
LEASELease • March 31st, 2005 • Patrick Industries Inc • Plastics products, nec
2 - 4. Term. Subject to earlier termination as provided in paragraph 5 hereof, this Option shall terminate, and be of no force or effect after 5:00 p.m. (Eastern Time), on the ninth (9th) anniversary of the Grant Date (the “Expiration Date”). 5....Non-Qualified Stock Option Agreement • February 24th, 2023 • Patrick Industries Inc • Motor vehicle parts & accessories • Indiana
SUPPLEMENTAL INDENTURESupplemental Indenture • October 28th, 2024 • Patrick Industries Inc • Motor vehicle parts & accessories • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of October 24, 2024, among the entities listed on Exhibit A hereto (each a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries” ), subsidiaries of Patrick Industries, Inc. (or its permitted successor), an Indiana corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and U.S. Bank Trust Company, National Association, a national banking association (successor in interest to U.S. Bank National Association), as trustee under the Indenture referred to below (the “Trustee”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 11th, 2024 • Patrick Industries Inc • Motor vehicle parts & accessories • Indiana
This Employment Agreement (“Agreement”), is made and entered into this 5th day of March, 2024 by and between Patrick Industries, Inc., an Indiana corporation, (“Employer”), and Andrew C. Roeder, (“Executive”), collectively “the Parties”, to be effective as of the date above (“Effective Date”).
PATRICK INDUSTRIES, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 14th, 2005 • Patrick Industries Inc • Plastics products, nec • Indiana
This Registration Rights Agreement (the “Agreement”) is made this 13th day of September, 2005, by and between Patrick Industries, Inc., an Indiana corporation (the “Company”), and Tontine Capital Partners, L.P. (the “Stockholder”).
SECURED SENIOR SUBORDINATED NOTE AND WARRANT PURCHASE AGREEMENTSubordination Agreement • April 5th, 2011 • Patrick Industries Inc • Millwood, veneer, plywood, & structural wood members • Illinois
This SECURED SENIOR SUBORDINATED NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”), dated as of March 31, 2011, is entered into by and among Patrick Industries, Inc., an Indiana corporation (the “Company”), Tontine Capital Overseas Master Fund II, L.P., a Cayman Islands limited partnership (“Tontine”), and Northcreek Mezzanine Fund I, L.P., a Delaware limited partnership, on its behalf (“Northcreek”, and each of Tontine and Northcreek individually, a “Buyer” and collectively, the “Buyers”) and in its capacity as collateral agent (“Collateral Agent”). Certain of the capitalized terms used but not defined herein have the meanings assigned to them in Exhibit A (which is incorporated herein by reference).
2 - 4. Term. Subject to earlier termination as provided in paragraph 5 hereof, the SAR shall terminate, and be of no force or effect after 5:00 p.m. (Eastern Time), on the ninth (9th) anniversary of the Grant Date (the “Expiration Date”). 5. Effect of...Stock Appreciation Rights Agreement • February 24th, 2023 • Patrick Industries Inc • Motor vehicle parts & accessories • Indiana
WARRANTWarrant Agreement • April 5th, 2011 • Patrick Industries Inc • Millwood, veneer, plywood, & structural wood members
THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THIS WARRANT AND SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN THE WARRANT AGREEMENT (THE “WARRANT AGREEMENT”) DATED AS OF MARCH 31, 2011 AMONG PATRICK INDUSTRIES, INC. (THE “COMPANY”) AND THE HOLDERS FROM TIME TO TIME OF THE WARRANTS ISSUED THEREUNDER, PURSUANT TO WHICH THIS WARRANT WAS ISSUED.
SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • April 5th, 2011 • Patrick Industries Inc • Millwood, veneer, plywood, & structural wood members • Illinois
THIS SUBORDINATION AND INTERCREDITOR AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this "Agreement") is entered into as of March 31, 2011, by and among Tontine Capital Overseas Master Fund II, L.P., a Cayman Islands limited partnership ("Tontine"), Northcreek Mezzanine Fund I, L.P., a Delaware limited partnership ("Northcreek"), on its behalf and in its capacity as collateral agent pursuant to the terms of the Note Purchase Agreement described below (in such capacity, "Collateral Agent"), Patrick Industries, Inc., an Indiana corporation (the "Company"), and Wells Fargo Capital Finance, LLC, a Delaware limited liability company, as Agent for all Senior Lenders party to the Senior Credit Agreement described below and all Bank Product Providers.
ContractSubordination Agreement • April 5th, 2011 • Patrick Industries Inc • Millwood, veneer, plywood, & structural wood members • Illinois
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AND INTERCREDITOR AGREEMENT (AS THE SAME MAY BE AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME PURSUANT TO THE TERMS THEREOF, THE “SUBORDINATION AGREEMENT”) DATED AS OF MARCH 31, 2011 AMONG PATRICK INDUSTRIES, INC., AN INDIANA CORPORATION (THE “COMPANY”), TONTINE CAPITAL OVERSEAS MASTER FUND II, L.P., A CAYMAN ISLANDS LIMITED PARTNERSHIP, NORTHCREEK MEZZANINE FUND I, L.P., A DELAWARE LIMITED PARTNERSHIP, ON ITS BEHALF AND IN ITS CAPACITY AS COLLATERAL AGENT, AND WELLS FARGO CAPITAL FINANCE, LLC (“WFCF”), TO THE INDEBTEDNESS (INCLUDING INTEREST) OWED BY THE CREDIT PARTIES (AS DEFINED IN THE SUBORDINATION AGREEMENT) PURSUANT TO THAT CERTAIN CREDIT AGREEMENT DATED AS OF MARCH 31, 2011 AMONG THE COMPANY, WFCF AND THE LENDERS FROM TIME TO TIME PARTY THERETO (THE “SENIOR CREDIT AGREEMENT”), AND THE OTHER SENIOR DEBT DOCUMENTS (AS DEFINED IN T
ASSET PURCHASE AGREEMENT by and among PATRICK INDUSTRIES, INC., an Indiana corporation, NORTH AMERICAN FOREST PRODUCRS, INC., an Indiana corporation, NORTH AMERICAN MOULDING, LLC, an Indiana limited liability company the SHAREHOLDERS and MEMBER party...Asset Purchase Agreement • September 4th, 2015 • Patrick Industries Inc • Millwood, veneer, plywood, & structural wood members • Indiana
This Asset Purchase Agreement (this "Agreement"), dated as of September 1, 2015, is entered into by and among PATRICK INDUSTRIES, INC., an Indiana corporation (“Buyer”), North American Forest Products, Inc., an Indiana corporation (“NAFP”), North American Moulding, LLC, an Indiana limited liability company (“NAM,” and with NAFP, each individually and collectively "Sellers"), the Shareholders (as defined in Article 1), the Member (as defined in Article 1), and John R. Wiley II, an individual Shareholder (the “Shareholders’ and Member’s Representative”) solely for the purposes of complying with § 10.2 Notices.
