EX-10.18



 Exhibit 10.18 

CONTRIBUTION AND EXCHANGE AGREEMENT 

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.” 
 RECITALS: 

WHEREAS, each Equityholder currently holds the issued and outstanding membership interest in ASG and/or RDS, denominated in “Units,”
set forth opposite such Equityholder’s name on Schedule I hereto (each Equityholder’s membership interest, his, her, or its “Membership Interest,” and all such membership interests collectively, the
“Membership Interests”); 
 WHEREAS, each Equityholder desires to contribute all of his, her or its respective Membership
Interest to SIC, in exchange for the issuance by SIC to such Equityholder of the number of shares of its Class B common stock, par value $0.01 per share (“Class B Common Stock”), set forth opposite such
Equityholder’s name on Schedule I hereto; 
 WHEREAS, SIC desires to accept the transfer of the Membership Interests and issue
the shares of Class B Common Stock in accordance with the above and on the terms and conditions set forth in this Agreement; and 

WHEREAS, each of RDS and ASG hereby consents to the proposed restructuring described in this Agreement. 

AGREEMENT: 
 NOW
THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties do hereby agree as follows: 

ARTICLE 1 
 CONTRIBUTION OF
MEMBERSHIP INTERESTS 
 1.1. Contribution. 

(a) Each Equityholder hereby assigns, transfers, conveys and delivers to SIC, and SIC hereby accepts, all right, title and interest in and to,
all of such Equityholder’s respective Membership Interest, as set forth on Schedule I hereto. 
 (b) Each Equityholder shall
deliver its Membership Interest to SIC through executing and delivering such assignments, consents, and other transfer documents and instruments as shall be necessary in the reasonable judgment of SIC to evidence the assignment, transfer, conveyance
and delivery of such Membership Interest to SIC. 







 1.2. Amount and Form of Consideration; Issuance. 

(a) As consideration for such Equityholder’s contribution of his, her or its respective Membership Interest to SIC, SIC hereby issues to
such Equityholder the number of shares of Class B Common Stock set forth opposite such Equityholder’s name on Schedule I hereto. 

(b) SIC shall reflect in its Common Stock Ledger, the ownership by such Equityholder of the number of shares of Class B Common Stock set
forth opposite such Equityholder’s name on Schedule I hereto. 
 ARTICLE 2 

REPRESENTATIONS AND WARRANTIES 

2.1. Representations and Warranties of Each Equityholder. Each Equityholder, severally and not jointly, hereby represents and warrants
to SIC as follows: 
 (a) Authority. Such Equityholder has the full right, power and authority to execute and deliver this Agreement
and to consummate the transactions contemplated hereby (the “Transactions”). This Agreement has been duly and validly executed and delivered by such Equityholder and constitutes his, her or its valid and binding agreement,
enforceable against him, her or it in accordance with its terms. 
 (b) Compliance. Such Equityholder is in compliance in all
material respects with all applicable federal, state and local laws, rules, and regulations applicable to ownership of its respective Membership Interest. 

(c) Ownership of and Title to Membership Interests. With respect to his, her or its respective Membership Interest reflected on
Schedule I hereto as held by such Equityholder, such Equityholder has good and marketable title to such Membership Interest, free and clear of any mortgages, pledges, liens, encumbrances, charges, security interests or restrictions on
transfer (other than any restrictions set forth in the Amended and Restated Limited Liability Company Agreement of RDS (the “RDS LLC Agreement”), or the Third Amended and Restated Limited Liability Company Agreement of ASG (the
“ASG LLC Agreement”), as applicable). 
 (d) Sole Rights to Membership Interests. Such Equityholder has not entered
into any contracts or agreements granting to any person or entity any rights in respect of any of his, her or its respective Membership Interest, other than (i) with SIC or a subsidiary of SIC, or (ii) with respect to the RDS LLC Agreement
or the ASG LLC Agreement, as applicable. 
 (e) Non-Contravention. The execution and delivery
of this Agreement, and performance of the Transactions, by such Equityholder will not (i) conflict with, violate, or constitute a breach or default (with or without notice or lapse of time, or both) or accelerate maturity or performance or give
rise to a termination or consent right, under any contract or other instrument to which such Equityholder is a party or which is applicable to such Equityholder or such Equityholder’s assets, (ii) violate any law applicable to such
Equityholder, or (iii) require any filing or registration with, or the issuance of any permit or approval by, any person or entity. 

  
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 (f) Consents; Approvals. Such Equityholder has obtained all requisite and necessary
consents, approvals, or other assurances for him, her or it to enter into and deliver this Agreement and assign, transfer, convey, and deliver all of his, her or its respective Membership Interest to SIC. 

(g) No Litigation. There is no litigation or action pending or, to such Equityholder’s knowledge after reasonable inquiry,
threatened against such Equityholder, brought by or against such Equityholder and affecting or relating to any of the Transactions. 
 2.2.
Representations and Warranties of SIC. SIC hereby represents and warrants to the Equityholders as follows: 
 (a)
Organization. SIC is a duly incorporated, validly existing corporation, in good standing under the laws of the State of Delaware, with full corporate power and authority to own all of its property and assets and to carry on its business as it
is now being conducted. 
 (b) Authority. SIC has the full right, power and authority to execute and deliver this Agreement and to
consummate the Transactions. This Agreement has been duly and validly authorized, executed and delivered by SIC, and constitutes the valid and binding agreement of SIC, enforceable against SIC in accordance with its terms. 

(c) Issuance. The shares of Class B Common Stock issued by SIC to the Equityholders hereunder have been duly authorized, and are
validly issued, fully paid and nonassessable. 
 (d) Compliance. SIC is in compliance in all material respects with all applicable
federal, state and local laws applicable to its business. 
 ARTICLE 3 

COVENANTS 
 3.1. Further
Assurances. On the terms and subject to the conditions of this Agreement, each Party shall use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under
applicable laws and regulations to consummate the Transactions. 
 3.2. Tax Treatment. The Parties hereby agree that the contribution
of the Membership Interests by the Equityholders to SIC in exchange for shares of Class B Common Stock of SIC are contributions intended to qualify under Section 351 of the Internal Revenue Code of 1986, as amended. Each Party further
agrees that he, she or it will report the contributions in a manner consistent with the foregoing, unless required by law, and he, she or it is solely responsible for the tax consequences from the Transactions, if any. 

  
 3 








 ARTICLE 4 

INDEMNIFICATION 
 4.1.
Indemnification. 
 (a) Each Equityholder, severally and not jointly, hereby agrees to save, defend, indemnify and hold harmless each
of SIC, RDS, and ASG, and their respective past, present and future partners, members, directors, officers, employees, representatives, trustors, trustees, beneficiaries, agents, attorneys, and affiliates, and the predecessors, successors, and
assigns of each of the foregoing (the “SIC Indemnified Parties”), from and against any and all losses, damages, liabilities, claims, interest, awards, judgments, penalties, fees, costs and expenses (including reasonable
attorneys’ or other professional fees, costs and other out-of-pocket expenses incurred in investigating, prosecuting, preparing or defending the foregoing)
(collectively, “Losses”), asserted against, incurred, sustained or suffered by any SIC Indemnified Party as a result of, arising out of or relating to: (i) any breach of any representation, warranty or certification made by
such Equityholder in this Agreement, and/or (ii) any breach or nonfulfillment by such Equityholder of any agreement, covenant, or obligation of such Equityholder in this Agreement. 

(b) SIC hereby agrees to save, defend, indemnify and hold harmless each Equityholder, and his, her or its past, present and future partners,
members, directors, officers, employees, representatives, trustors, trustees, beneficiaries, agents, attorneys, and affiliates, and the predecessors, successors, and assigns of each of the foregoing (the “Equityholder Indemnified
Parties”), from and against any and all Losses asserted against, incurred, sustained or suffered by such Equityholder Indemnified Party as a result of, arising out of or relating to: (i) any breach of any representation, warranty or
certification made by SIC in this Agreement, and/or (ii) any breach or nonfulfillment by SIC of any agreement, covenant, or obligation of SIC in this Agreement. 

ARTICLE 5 
 MISCELLANEOUS

 5.1. Waiver of Rights under Equityholders Agreements. In connection with the consummation of the Transactions, including the
contribution of all of such Equityholder’s respective Membership Interest to SIC, each Equityholder hereby irrevocably waives any and all rights such Equityholder may have under any equityholder agreements, including but not limited to, any
limited liability company agreements or operating agreements (collectively, the “Equityholder Agreements”), that such Equityholder may be a party to with respect to such Equityholder being an equityholder of RDS or ASG or his, her
or its respective Membership Interest, and upon the consummation of the Transactions, such Equityholder agrees and acknowledges that he, she or it shall no longer have any rights or benefits under any respective Equity Agreements. 

5.2. Entire Agreement and Waiver. This Agreement contains the entire agreement among the Parties and supersedes all prior and
contemporaneous agreements, arrangements, negotiations and understandings among the Parties relating to the subject matter hereof. There are no other agreements, understandings, statements, promises or inducements, oral or otherwise, contrary to the
terms of this Agreement. No representations, warranties, covenants or conditions, express or implied, whether by statute or otherwise, other than as set forth herein, have been made by any Party or any Party’s affiliates or its or their
advisors. No waiver of any term, provision, or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other provision hereof, whether or not similar,
nor shall such waiver constitute a continuing waiver, and no waiver shall be binding unless executed in writing by the Party making the waiver. 

  
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 5.3. Amendment. No amendment or modification of this Agreement shall be binding unless
made in a written instrument that specifically refers to this Agreement and is signed by all Parties. 
 5.4. Section Headings. The
section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of any provisions of this Agreement. 

5.5. Severability. In the event that any term or provision of this Agreement shall be determined to be unenforceable, invalid or
illegal in any respect, such unenforceability, invalidity or illegality shall not affect any other term or provision hereof. 
 5.6.
Governing Law. In all respects, including all matters of construction, validity and performance, this Agreement and the obligations of each Party arising hereunder shall be governed by, construed and enforced in accordance with, the internal
laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than
the State of Delaware. 
 5.7. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their
respective heirs, successors and permitted assigns. Nothing in this Agreement, whether express or implied, is intended to confer upon any person or entity other than the Parties, their successors and permitted assigns, any rights or remedies under
or by reason of this Agreement. 
 5.8. Assignment. This Agreement shall not be assignable or otherwise transferable by any Party
hereto without the prior written consent of the other Parties. 
 5.9. Survival. All warranties, representations, indemnities,
covenants and other agreements of the Parties contained in this Agreement shall survive the completion of the Transactions and continue in full force and effect until thirty (30) days following the expiration of the applicable statutes of
limitations (including any extension thereto). 
 5.10. Facsimile or PDF E-mail Signatures.
The Parties agree that this Agreement shall be considered signed when the signature of a Party is delivered by facsimile transmission or PDF e-mail. Such facsimile or PDF
e-mail signature shall be treated in all respects as having the same effect as an original signature. 

  
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 5.11. Counterparts. This Agreement may be executed in multiple counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the document. 
 [Signature page follows] 

  
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 IN WITNESS WHEREOF, the Parties have executed this Agreement with effect as of the date first
written above. 
  

			
	EQUITYHOLDERS:
	
	 TRIVE CAPITAL FUND I LP,

a Delaware limited partnership

		
	By:  	 	 Trive Capital Fund I GP LLC,
 its General
Partner

		
	By:	 	 Trive Capital Holdings, LLC,
 its Managing
Member

		
	By:	 	/s/ Conner Searcy
		 	Name: Conner Searcy
		 	Title: Managing Partner
	
	 TRIVE CAPITAL FUND I (OFFSHORE) LP,

a Cayman Islands exempted limited partnership

		
	By:	 	 Trive Capital Fund I GP (Offshore) LLC,
 its
General Partner

		
	By:	 	 Trive Capital Fund I GP LLC,
 its Managing
Member

	By:	 	 Trive Capital Holdings, LLC,
 its Managing
Member

		
	By:	 	/s/ Conner Searcy
		 	Name: Conner Searcy
		 	Title: Managing Partner
	
	 TRIVE AFFILIATED COINVESTORS I LP,

a Delaware limited partnership

		
	By:	 	 Trive Affiliated Coinvestors I GP LLC,
 its
General Partner

		
	By:	 	 Trive Capital Holdings, LLC,
 its Managing
Member

		
	By:	 	/s/ Conner Searcy
		 	Name: Conner Searcy
		 	Title: Managing Partner


 [Signature page to Contribution and Exchange Agreement] 







 
			
	 TCFI G&M SPV LP, 
 a Delaware
limited partnership

		
	By:  	 	 Trive Capital Fund I GP (Offshore) LLC,
 its
General Partner

		
	By:	 	 Trive Capital Fund I GP LLC,
 its Managing
Member

		
	By:	 	 Trive Capital Holdings, LLC,
 its Managing
Member

		
	By:	 	/s/ Conner Searcy
		 	Name: Conner Searcy
		 	Title: Managing Partner


 [Signature page to Contribution and Exchange Agreement] 







 
	
	
	/s/ Tyrone Johnson
	TYRONE JOHNSON


 [Signature page to Contribution and Exchange Agreement] 







 
	
	
	/s/ Kendall Hoyd
	KENDALL HOYD


 [Signature page to Contribution and Exchange Agreement] 







 
	
	
	/s/ Sunil Palakodati
	SUNIL PALAKODATI


 [Signature page to Contribution and Exchange Agreement] 







 
	
	
	/s/ Tim Reed
	TIM REED


 [Signature page to Contribution and Exchange Agreement] 







 
			
	AQUARIUS SELLER, INC.
		
	By:	 	/s/ Parminder Singh Pental
		 	Name: Parminder Singh Pental
		 	Title:


 [Signature page to Contribution and Exchange Agreement] 







 
	
	
	/s/ Luke Spiller
	LUKE SPILLER


 [Signature page to Contribution and Exchange Agreement] 







 
	
	
	/s/ Jesse Bogan
	JESSE BOGAN


 [Signature page to Contribution and Exchange Agreement] 







 
	
	
	/s/ Jason Brown
	JASON BROWN


 [Signature page to Contribution and Exchange Agreement] 







 
	
	
	/s/ Jeff Harrington
	JEFF HARRINGTON


 [Signature page to Contribution and Exchange Agreement] 







 
	
	
	/s/ Sevak Kalayci
	SEVAK KALAYCI


 [Signature page to Contribution and Exchange Agreement] 







 
	
	
	/s/ Jack Seiders
	JACK SEIDERS


 [Signature page to Contribution and Exchange Agreement] 







 
	
	
	/s/ Chad Seiders
	CHAD SEIDERS


 [Signature page to Contribution and Exchange Agreement] 







 
	
	
	/s/ Rick Seiders
	RICK SEIDERS


 [Signature page to Contribution and Exchange Agreement] 







 
	
	
	/s/ James Gunckel
	JAMES GUNCKEL


 [Signature page to Contribution and Exchange Agreement] 







 
			
	 THE SCHOLTEN FAMILY TRUST DTD 4/14/92,

a grantor trust formed under the laws of the State of California

		
	By:	 	/s/ Richard D. Scholten
		 	Name: Richard D. Scholten
		 	Title: Trustee


 [Signature page to Contribution and Exchange Agreement] 







 
			
	SIC:
	SELECT INTERIOR CONCEPTS, INC.
		
	By:	 	/s/ Tyrone Johnson
		 	Name: Tyrone Johnson
		 	Title: Chief Executive Officer


  

			
	Acknowledged and Agreed:
	
	TCFI LARK LLC
		
	By:	 	/s/ Conner Searcy
		 	Name: Conner Searcy
		 	Title: President

  

			
	TCFI G&M LLC
		
	By:	 	/s/ Sunil Palakodati
		 	Name: Sunil Palakodati
		 	Title: Chief Executive Officer

 [Signature page to Contribution and Exchange Agreement] 







 SCHEDULE I 

 

													
	 Equityholder
	  	Units of RDS to be
Transferred to SIC	 	  	Units of ASG to be
Transferred to SIC	 	  	Number of Shares of
Class B Common
Stock to be Issued to
such Equityholder	 
	 TCFI G&M SPV LP
	  	 	—  	 	  	 
  
 

	17,076,868.14
 Class A Units 

10,940,647.84
Class E-1 Units
	 
   
  
 
	  	 	—  	 
	 Trive Capital Fund I LP
	  	 
 
	2,657,020.87
 Class A Units
	 
  
	  	 
 
  


 
	6,671,023.41
 Class A Units

 
 4,273,928.76

Class E-1 Units
	 
  
  

 
  
	  	 	2,280,968 shares	 
	 Trive Capital Fund I (Offshore) LP
	  	 
	2,939,073.86
Class A Units	
 	  	 	—  	 	  	 	712,430 shares	 
	 Trive Affiliated Coinvestors I LP
	  	 
 
	243,511.58
 Class A Units
	 
  
	  	 
 
  


 
	610,684.17
 Class A Units

 
 391,247.41

Class E-1 Units
	 
  
  

 
  
	  	 	208,806 shares	 
	 Tyrone Johnson
	  	 
 
	508,649.12
 Class B Units
	 
  
	  	 	—  	 	  	 	123,295 shares	 
	 Kendall Hoyd
	  	 
 
	324,008.16
 Class B Units
	 
  
	  	 	—  	 	  	 	78,539 shares	 
	 Sunil Palakodati
	  	 	—  	 	  	 
	1,485,860.88
Class C Units	 
 	  	 	182,340 shares	 
	 Tim Reed
	  	 	—  	 	  	 
	619,108.71
Class C Units	 
 	  	 	75,975 shares	 
	 Aquarius Seller, Inc.
	  	 	—  	 	  	 
	3,083,214.24
Class E-2 Units	 
 	  	 	461,113 shares	 
	 Luke Spiller
	  	 	—  	 	  	 
  
 


  


 
	954,528.76
 Class B Units 

309,554.35
 Class C Units

 
 21,404.10

Class E-2 Units
	 
   
  

 
  

 
  
	  	 	183,944 shares	 
	 Jesse Bogan
	  	 	—  	 	  	 
 
  



	22,500
 Class B Units

 
 309,554.35
Class C Units
	 
  
  

 
 
	  	 	41,353 shares	 
	 Jason Brown
	  	 	—  	 	  	 
	309,554.35
Class C Units	 
 	  	 	37,988 shares	 
	 Jeff Harrington
	  	 	—  	 	  	 
	309,554.35
Class C Units	 
 	  	 	37,988 shares	 


  
 S-I-1 









													
	 Equityholder
	  	Units of RDS to be
Transferred to SIC	 	  	Units of ASG to be
Transferred to SIC	 	  	Number of Shares of
Class B Common
Stock to be Issued to
such Equityholder	 
	 Sevak Kalayci
	  	 	—  	 	  	 
	101,106.10
Class C Units	
 	  	 	15,122 shares	 
	 Jack Seiders
	  	 	—  	 	  	 
	663,236.89
Class B Units	
 	  	 	99,191 shares	 
	 Chad Seiders
	  	 	—  	 	  	 
	517,552.12
Class B Units	
 	  	 	99,191 shares	 
	 Rick Seiders
	  	 	—  	 	  	 
	266,807.82
Class B Units	
 	  	 	61,691 shares	 
	 James Gunckel
	  	 
	729,956.54
Class B Units	 
 	  	 	—  	 	  	 	176,938 shares	 
	 The Scholten Family Trust dtd 4/14/92
	  	 
	729,956.54
Class B Units	 
 	  	 	—  	 	  	 	176,938 shares	 
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 Total
	  	 	8,132,176.67 Units	 	  	 	48,937,936.75 Units	 	  	 	5,053,810 shares	 


  
 S-I-2