SUMMIT MATERIALS HOLDINGS L.P. FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT Dated as of [ ], 2015Limited Partnership Agreement • February 24th, 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.
Summit Materials, Inc. Class A Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • February 24th, 2015 • Summit Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
Summit Materials, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [ ] shares of the Class A common stock, par value $0.01 per share, of the Company (the “Class A Stock”) and, at the election of the Underwriters, up to [ ] additional shares of Class A Stock of the Company. The aggregate of [ ] shares of Class A Stock to be sold by the Company are herein called the “Firm Shares” and the aggregate of up to [ ] additional shares of Class A Stock to be sold by the Company are herein called the “Optional Shares.” The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.” The respective amounts of the Firm Shares to be so purchased by the several Underwriters are se
EXCHANGE AGREEMENTExchange Agreement • February 24th, 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.
