EX-10.9
from 8-K
4 pages
Reference Is Made to Each Of: (I) That Certain Agreement and Plan of Merger, Dated as of the Date Hereof (The “Merger Agreement”), by and Among Concrete Pumping Holdings Acquisition Corp., a Delaware Corporation and Wholly Owned Subsidiary of Industrea (“Newco”), Industrea Acquisition Corp., a Delaware Corporation (“Industrea”), Concrete Pumping Intermediate Acquisition Corp., a Delaware Corporation and a Wholly Owned Subsidiary of Newco (“Concrete Parent”), Concrete Pumping Merger Sub Inc., a Delaware Corporation and a Wholly Owned Subsidiary of Concrete Parent (“Concrete Merger Sub”), Industrea Acquisition Merger Sub Inc., a Delaware Corporation and a Wholly Owned Subsidiary of Newco (“Industrea Merger Sub”), Concrete Pumping Holdings, Inc., a Delaware Corporation (The “Company”) and Pgp Investors, LLC, a Delaware Limited Liability Company, Solely in Its Capacity as the Holder Representative Thereunder, and (II) That Certain Rollover Agreement, Dated as of the Date Hereof (The “Rollover Agreement”), by and Among, Newco, the Company and BBCP Investors, LLC (“Bbcpi”). as a Condition and Material Inducement to Each of the Company’s and Bbcpi’s Execution and Delivery of the Merger Agreement and the Rollover Agreement, Respectively, and Agreement to Contemplate the Transactions Contemplated Thereby (The “Contemplated Transactions”), Each of Industrea, Argand Partners Fund, LP (“Argand”), Industrea Alexandria LLC (“Industrea Alexandria”), the Company and Bbcpi Agrees as Follows
12/34/56