INDEMNIFICATION AGREEMENTIndemnification Agreement • January 4th, 2022 • Specialty Building Products, Inc. • Wholesale-professional & commercial equipment & supplies • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2022 between Specialty Building Products, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
SPECIALTY BUILDING PRODUCTS, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 4th, 2022 • Specialty Building Products, Inc. • Wholesale-professional & commercial equipment & supplies • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of January [•], 2022 among Specialty Building Products, Inc., a Delaware corporation (the “Company”), each of the investors listed on the signature pages hereto under the caption “Sponsor Investors” (collectively, the “Sponsor Investors”), each Person who executes a Joinder as an “Other Investor” (collectively, the “Other Investors”) and each of the executives listed on the signature pages under the caption “Executives” or who executes a Joinder as an “Executive” (collectively, the “Executives”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
EXECUTIVE EMPLOYMENTExecutive Employment Agreement • January 4th, 2022 • Specialty Building Products, Inc. • Wholesale-professional & commercial equipment & supplies • Georgia
THIS AGREEMENT (“Agreement”) is made as of January 19, 2021, by and between, U.S. Lumber Group, LLC, a Delaware limited liability company (the “Company”), and Carl McKenzie, a resident of Georgia (“Executive”).
PURCHASE AND SALE AGREEMENT by and among SPECIALTY BUILDING PRODUCTS HOLDINGS, L.P., SPECIALTY BUILDING PRODUCTS, LLC and SBP MERGER SUB, INC. dated as of December 20, 2020Purchase and Sale Agreement • January 4th, 2022 • Specialty Building Products, Inc. • Wholesale-professional & commercial equipment & supplies • Delaware
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of December 20, 2020, by and among Specialty Building Products Holdings, L.P., a Delaware limited partnership (“Seller”), Specialty Building Products, LLC, a Delaware limited liability company (the “Company”), and SBP Merger Sub, Inc., a Delaware corporation (“Buyer”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Section 8.01.
FIFTH AMENDMENT TO ABL CREDIT AGREEMENTAbl Credit Agreement • January 4th, 2022 • Specialty Building Products, Inc. • Wholesale-professional & commercial equipment & supplies • New York
SECOND SUPPLEMENTAL INDENTURE dated as of January 20, 2021 among Specialty Building Products Holdings, LLC and SBP Finance Corp. as the Co-Issuers, The Guarantors Party Hereto as Guarantors and Ankura Trust Company, LLC as Trustee and Collateral Agent...Second Supplemental Indenture • January 4th, 2022 • Specialty Building Products, Inc. • Wholesale-professional & commercial equipment & supplies • New York
THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of January 20, 2021, among Specialty Building Products Holdings, LLC, a Delaware limited liability company (the “Company”), SBP Finance Corp., a Delaware corporation (“SBP Finance” and, together with the Company, each a “Co-Issuer” and collectively, the “Co-Issuers”), the Guarantors (as defined in the Indenture referred to below) party hereto and Ankura Trust Company, LLC, as trustee (in such capacity, the “Trustee”) and collateral agent (in such capacity, the “Collateral Agent”).
FIRST SUPPLEMENTAL INDENTURE dated as of November 5, 2018 among Specialty Building Products Holdings, LLC and SBP Finance Corp. as the Co-Issuers, The Guarantors Party Hereto as Guarantors and Ankura Trust Company, LLC as Trustee and Collateral Agent...First Supplemental Indenture • January 4th, 2022 • Specialty Building Products, Inc. • Wholesale-professional & commercial equipment & supplies • New York
THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of November 5, 2020, among Specialty Building Products Holdings, LLC, a Delaware limited liability company (the “Company”), SBP Finance Corp., a Delaware corporation (“SBP Finance” and, together with the Company, each a “Co-Issuer” and collectively, the “Co- Issuers”), the Guarantors (as defined in the Indenture referred to below) party hereto and Ankura Trust Company, LLC, as trustee (in such capacity, the “Trustee”) and collateral agent (in such capacity, the “Collateral Agent”).
ACCOUNT PURCHASE AGREEMENTAccount Purchase Agreement • January 4th, 2022 • Specialty Building Products, Inc. • Wholesale-professional & commercial equipment & supplies • New York
THIS ACCOUNT PURCHASE AGREEMENT (this “Agreement”) is entered into as of the Effective Date (as defined in Rider A annexed hereto), by and among ALEXANDRIA MOULDING, INC., a corporation formed under the laws of the State of Washington and having its chief executive office at 101 Grant Way, Moxee, Washington (“US Parent”), the subsidiaries of US Parent listed on Schedule 1.2 hereto (such subsidiaries, together with US Parent, individually and collectively, jointly and severally, the “US Client”), MOULURE ALEXANDRIA MOULDING INC., a corporation formed under the laws of Ontario and having its chief executive office at 20352 Power Dam Road, Alexandria, Ontario KOC 1A0 (“Canadian Parent”), and the subsidiaries of Canadian Parent listed on Schedule 1.3 hereto (such subsidiaries, together with Canadian Parent, individually and collectively, jointly and severally, the “Canadian Client”), WELLS FARGO BANK, NATIONAL ASSOCIATION (“US Purchaser”), WELLS FARGO CAPITAL FINANCE CORPORATION CANADA (“C
SPECIALTY BUILDING PRODUCTS HOLDINGS, LLC and SBP FINANCE CORP. as the Co- Issuers THE GUARANTORS PARTY HERETO FROM TIME TO TIME, as Guarantors 63⁄8% SENIOR SECURED NOTES DUE 2026 INDENTURE Dated as of September 30, 2020 ANKURA TRUST COMPANY, LLC as...Indenture • January 4th, 2022 • Specialty Building Products, Inc. • Wholesale-professional & commercial equipment & supplies • New York
INDENTURE dated as of September 30, 2020 among Specialty Building Products Holdings, LLC, a Delaware limited liability company (the “Company”), SBP Finance Corp., a Delaware corporation (“SBP Finance” and, together with the Company, each a “Co-Issuer” and collectively, the “Co-Issuers”), Specialty Building Products Intermediate II, LLC, a Delaware limited liability company (the “Parent Guarantor”), the other Guarantors (as defined herein) party hereto from time to time, and Ankura Trust Company, LLC, as trustee (in such capacity, together with any successor trustee, the “Trustee”) and as collateral agent (in such capacity, together with any successor collateral agent, the “Collateral Agent”).
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • January 4th, 2022 • Specialty Building Products, Inc. • Wholesale-professional & commercial equipment & supplies • Delaware
THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of January [●], 2022, by and among Specialty Building Products, Inc., a Delaware corporation (the “Company”) and SBP Varsity Holdings, LP, a Delaware limited partnership (“Varsity”). This Agreement shall become effective (the “Effective Date”) upon the closing of the Company’s initial public offering (the “IPO”) of shares of its common stock, par value $0.01 per share (the “Common Stock”).
EQUITY PURCHASE AGREEMENT by and among the Group Companies, the shareholders of the Group Companies, Scott F. Kerr and Joshua H. Ruhle, as the Seller Representatives and US Lumber Group, LLC Dated September 10, 2021Equity Purchase Agreement • January 4th, 2022 • Specialty Building Products, Inc. • Wholesale-professional & commercial equipment & supplies • New York
This Equity Purchase Agreement, dated as of September 10, 2021 (this “Agreement”), is made and entered into by and among (i) the Group Companies (as defined below), (ii) the Seller Corporations (as defined below) to be joined as parties hereto pursuant to Section 6.17, (iii) the holders of the Equity Securities (as defined below) of the Group Companies (and, following the Reorganization (as defined below), the shareholders of the Seller Corporations and indirect holders of the Equity Securities (as defined below) of the Group Companies) listed on the Schedule of Indirect Sellers (each, an “Indirect Seller” and, collectively, the “Indirect Sellers”), (iv) Scott F. Kerr, an individual, and Joshua H. Ruhle, an individual (the “Seller Representatives”), solely in their capacities as Seller Representatives and only for the limited purposes stated herein, and (v) and US Lumber Group, LLC, a Delaware limited liability company (“Buyer”).
