INDEMNIFICATION AGREEMENTIndemnification Agreement • December 29th, 2011 • U.S. Silica Holdings, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [ ] between U.S. Silica Holdings, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
•] Shares COMMON STOCK, $0.01 PAR VALUE PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • December 29th, 2011 • U.S. Silica Holdings, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
EMPLOYMENT AGREEMENTEmployment Agreement • December 29th, 2011 • U.S. Silica Holdings, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Maryland
THIS AGREEMENT is made as of December 21, 2011, by and between U.S. Silica Company, a Delaware corporation (the “Company”), and William A. White (“Executive”).
DIRECTOR DESIGNATION AGREEMENTDirector Designation Agreement • December 29th, 2011 • U.S. Silica Holdings, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
THIS DIRECTOR DESIGNATION AGREEMENT (this “Agreement”) is made and entered into as of , 201 , by and among GGC USS Holdings, LLC, a Delaware limited liability company (the “Stockholder”) and U.S. Silica Holdings, Inc., a Delaware corporation (the “Company”). Unless otherwise indicated herein, capitalized terms used herein are defined in Section 4 hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 29th, 2011 • U.S. Silica Holdings, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of , by and between U.S. Silica Holdings, Inc. (formerly known as GGC USS Holdings, Inc.), a Delaware corporation (the “Company”), and GGC USS Holdings, LLC, a Delaware limited liability company (the “Parent”).
In light of recent court decisions concerning the rights of corporate directors and officers (including directors designated by sponsor shareholder investors) to advancement of expenses and indemnification, Golden Gate Private Equity, Inc. (“Golden...Advancement and Indemnification Rights Agreement • December 29th, 2011 • U.S. Silica Holdings, Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
This Agreement clarifies certain rights of (i) Golden Gate; (ii) any Golden Gate Affiliate or other persons or entities providing management, advisory, consulting or other services at the direction or request of Golden Gate or any Golden Gate Affiliate to or for the benefit of the Company or any successors or direct or indirect parents or subsidiaries of the Company (individually, including the Company, a “U.S. Silica Company,” and collectively, including the Company, the “U.S. Silica Companies”); (iii) any Fund; (iv) any persons designated by Golden Gate, any Golden Gate Affiliate or any Fund to serve as a director, officer, board observer, partner, trustee, fiduciary, manager, employee, agent, consultant or advisor, or functional or foreign equivalent of the foregoing, of or to any of the U.S. Silica Companies or of or to any partnership or joint venture of which any U.S. Silica Company is a partner or member (collectively, the “Golden Gate Designees”); and (v) any direct or indirect
