REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 18th, 2018 • Select Interior Concepts, Inc. • General bldg contractors - residential bldgs • New York
This Agreement is made pursuant to the Purchase/Placement Agreement, dated as of November 15, 2017 (the “Purchase/Placement Agreement”), between the Company and B. Riley FBR in connection with the sale and purchase or placement of an aggregate of 18,750,000 shares of the Company’s Class A common stock, par value $0.01 per share (“Class A Shares”), plus up to an additional 3,000,000 Class A Shares that B. Riley FBR has the option to purchase or place to cover additional allotments, if any. In order to induce B. Riley FBR to enter into the Purchase/Placement Agreement, the Company has agreed to provide the registration rights provided for in this Agreement to the Holders. The execution of this Agreement is a condition to the closing of the transactions contemplated by the Purchase/Placement Agreement. Pursuant to the Company’s amended and restated certificate of incorporation (the “Company Charter”), the shares of the Company’s Class B common stock, par value $0.01 per share (the “Class
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • June 18th, 2018 • Select Interior Concepts, Inc. • General bldg contractors - residential bldgs • Delaware
This Indemnification Agreement, dated as of , 20 (this “Agreement”), is entered into by and between Select Interior Concepts, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 18th, 2018 • Select Interior Concepts, Inc. • General bldg contractors - residential bldgs • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of November 22, 2017 and effective as of the Effective Date (as defined below), is entered into by and between Select Interior Concepts, Inc., a Delaware corporation (the “Company”), and Tyrone Johnson (the “Executive”).
SHARPEN BUSINESS ANALYTICS CONSULTING AGREEMENTConsulting Agreement • June 18th, 2018 • Select Interior Concepts, Inc. • General bldg contractors - residential bldgs • California
This Agreement is made effective as of March 01, 2015, by and between Residential Design Services, of 4900 E. Hunter Avenue, Anaheim, California 92807, and Sharpen Business Analytics, of 8208 E Sprucewood Ave, Orange, California 92869.
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT AND LIMITED CONSENTLoan and Security Agreement • June 18th, 2018 • Select Interior Concepts, Inc. • General bldg contractors - residential bldgs
This FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT AND LIMITED CONSENT (this “Agreement’’) is entered into as of February 13, 2017, between Bank of America, N.A., a national banking association (together with its successors and assigns, “Lender”) and L.A.R.K. Industries, Inc., a California corporation (“Borrower”).
REPURCHASE AGREEMENTRepurchase Agreement • June 18th, 2018 • Select Interior Concepts, Inc. • General bldg contractors - residential bldgs • Delaware
This Repurchase Agreement (this “Agreement”) is entered into as of December 20, 2017, by and among the stockholders of Select Interior Concepts, Inc., a Delaware corporation (the “Company”), listed on Schedule I hereto (each a “Seller,” and collectively, the “Sellers”), and the Company. The above parties are referred to herein collectively as the “Parties,” and individually as a “Party.”
FIRST AMENDMENT AND CONSENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 18th, 2018 • Select Interior Concepts, Inc. • General bldg contractors - residential bldgs • New York
This FIRST AMENDMENT AND CONSENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of January 4, 2016, is by and among ARCHITECTURAL GRANITE & MARBLE, LLC, a Delaware limited liability company (formerly known as G&M OpCo LLC) (“Borrower”) and AG HOLDCO (SPV) LLC, a Delaware limited liability company (“SPV” and, together with Borrower, each individually, a “Loan Party” and collectively the “Loan Parties”), and BANK OF AMERICA, N.A., a national banking association (together with its successors and assigns, “Lender”). Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them in the Loan Agreement (as hereinafter defined).
CONTRIBUTION AGREEMENTContribution Agreement • June 18th, 2018 • Select Interior Concepts, Inc. • General bldg contractors - residential bldgs • Delaware
This Contribution Agreement (this “Agreement”) is entered into as of November 22, 2017, by and between Select Interior Concepts, Inc., a Delaware corporation (“SIC”), and SIC Intermediate, Inc., a Delaware corporation (the “Intermediate”). The above parties are referred to herein collectively as the “Parties,” and individually as a “Party.”
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • June 18th, 2018 • Select Interior Concepts, Inc. • General bldg contractors - residential bldgs • Delaware
This Contribution and Exchange Agreement (this “Agreement”) is entered into as of November 21, 2017, by and among (i) the equity holders of TCFI LARK LLC, a Delaware limited liability company (“RDS”), and TCFI G&M LLC, a Delaware limited liability company (“ASG”), listed on Schedule I hereto (each an “Equityholder,” and collectively, the “Equityholders”), (ii) Select Interior Concepts, Inc., a Delaware corporation (“SIC”), (iii) RDS, and (iv) ASG. The above parties are referred to herein collectively as the “Parties,” and individually as a “Party.”
FINANCING AGREEMENT Dated as of February 28, 2017 ARCHITECTURAL GRANITE & MARBLE, LLC AND EACH OF ITS SUBSIDIARIES LISTED AS A BORROWER ON THE SIGNATURE PAGES HERETO, as Borrowers, the financial institutions party hereto from time to time as lenders,...Financing Agreement • June 18th, 2018 • Select Interior Concepts, Inc. • General bldg contractors - residential bldgs • New York
THIS FINANCING AGREEMENT is dated as of February 28, 2017, among ARCHITECTURAL GRANITE & MARBLE, LLC, a Delaware limited liability company (“AGM”), as the initial borrower, and immediately upon the consummation of the Pental Acquisition (as defined herein), PENTAL GRANITE AND MARBLE, LLC, a Washington limited liability company (“Pental” and together with AGM and each Subsidiary of Parent (as defined herein) that executes a joinder agreement and becomes a “Borrower” hereunder, each a “Borrower” and collectively, the “Borrowers”), the financial institutions party hereto from time to time as lenders (collectively, the “Lenders”) and CERBERUS BUSINESS FINANCE, LLC (“Cerberus”), as agent for the Lenders (in such capacity, the “Agent”).
SELECT INTERIOR CONCEPTS, INC. BOARD DESIGNEE AGREEMENT December 15, 2017Board Designee Agreement • June 18th, 2018 • Select Interior Concepts, Inc. • General bldg contractors - residential bldgs • New York
This Board Designee Agreement (this “Agreement”) will confirm the agreement among Select Interior Concepts, a Delaware corporation (the “Company”), on the one hand, and Gateway Securities Holdings, LLC (“Investor”), on the other hand. In this Agreement, the board of directors of the Company is referred to as the “Board.”
