Exhibit
10.7

    


    FORM
OF INDEMNIFICATION AGREEMENT

    


    THIS
INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of ______ __, 2010 by
and between U.S. Concrete, Inc., a Delaware corporation (the “Company”), and
___________ (“Indemnitee”).

    


    PRELIMINARY
STATEMENT

    


    Highly
competent persons have become more reluctant to serve corporations as directors
or in other capacities unless they are provided with adequate protection through
insurance or adequate indemnification against inordinate risks of claims and
actions against them arising out of their service to and activities on behalf of
corporations.

    


    The Board
of Directors of the Company (the “Board”) has determined that, in order to
attract and retain qualified individuals, the Company will maintain on an
ongoing basis, at its sole expense, liability insurance to protect persons
serving the Company and its subsidiaries from certain
liabilities.  Although the furnishing of that insurance has been a
customary and widespread practice among United States-based corporations and
other business enterprises, the Board believes that, given current market
conditions and trends, that insurance may be available to it in the future only
at higher premiums and with more exclusions.  At the same time,
directors, officers and other persons in service to corporations or business
enterprises increasingly are being subjected to expensive and time-consuming
litigation relating to, among other matters, matters that traditionally would
have been brought only against the corporation or business enterprise
itself.  The uncertainties relating to liability insurance and to
indemnification have increased the difficulty of attracting and retaining those
persons, and the Board has determined that (i) this increased difficulty is
detrimental to the best interests of the Company’s stockholders and that the
Company  should act to assure those persons that there will be
increased certainty of such protection in the future and (ii) it is reasonable,
prudent and necessary for the Company contractually to obligate itself to
indemnify those persons to the fullest extent applicable law permits so that
they will serve or continue to serve the Company free from undue concern that
they will not be so indemnified.

    


    The Third
Amended and Restated Bylaws (“Bylaws”) of the Company require indemnification of
the officers and directors of the Company.  Indemnitee may also be
entitled to indemnification pursuant to the Delaware General Corporation Law
(“DGCL”).  The Bylaws and the DGCL expressly provide that the
indemnification provisions set forth therein are not exclusive, and thereby
contemplate that contracts may be entered into between the Company and members
of the board of directors, officers and other persons with respect to
indemnification.

    


    This
Agreement is a supplement to and in furtherance of the Bylaws of the Company and
any resolutions adopted pursuant thereto, and shall not be deemed a substitute
therefor, nor to diminish or abrogate any rights of Indemnitee
thereunder.

    


    The
Indemnitee may not be willing to serve as an officer or director without
adequate protection, and the Company desires Indemnitee to serve in such
capacity.  Indemnitee is willing to serve, continue to serve and to
take on additional service for or on behalf of the Company on the condition that
he be so indemnified.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    NOW,
THEREFORE, in consideration of the premises and the covenants herein, the
parties to this Agreement agree as follows:

    


    Section
1.        Services by
Indemnitee.  Indemnitee agrees to serve as a director [and/or officer] of the
Company and, as mutually agreed by Indemnitee and the Company, as a director,
officer, trustee, general partner, managing member, employee, agent or fiduciary
of other corporations, limited liability companies, partnerships, joint
ventures, trusts or other enterprises (including, without limitation, employee
benefit plans) (each, an “Enterprise”).  Indemnitee may at any time
and for any reason resign from any such position (subject to any other
contractual obligation or any obligation applicable law imposes), in which event
the Company will have no obligation under this Agreement to continue Indemnitee
in that position.  This Agreement is not and is not to be construed as
an employment contract between the Company (or any of its subsidiaries) and
Indemnitee.  Indemnitee specifically acknowledges that Indemnitee’s
employment with the Company (or any of its subsidiaries), if any, is at will,
and the Indemnitee may be discharged at any time for any reason, with or without
cause, except as may be otherwise provided in any written employment contract
between Indemnitee and the Company (or any of its subsidiaries), other
applicable formal severance policies duly adopted by the Board or, with respect
to service as a director of the Company, by the Company’s Amended and Restated
Certificate of Incorporation, Bylaws  and the DGCL.  The
foregoing notwithstanding, subject to Section 12, this Agreement will continue
in force after Indemnitee has ceased to serve as an officer or director of the
Company and no longer serves at the request of the Company as a director,
officer, employee, agent or fiduciary of any other Enterprise.

    


    Section
2.        Indemnification—General.  The
Company will indemnify, and advance Expenses (as hereinafter defined) to,
Indemnitee (i) as this Agreement permits and (ii) (subject to the provisions
hereof) to the fullest extent applicable law in effect on the date hereof and as
amended from time to time permits.  The rights the preceding sentence
provide to Indemnitee will include, but will not be limited to, the rights the
other Sections hereof set forth.

    


    Section
3.        Proceedings Other Than by or in the
Right of the Company.  Indemnitee will be entitled to the
rights of indemnification this Section 3 provides if, by reason of his Corporate
Status, he is, or is threatened to be made, a party to or a participant in any
threatened, pending or completed Proceeding (as hereinafter defined), other than
a Proceeding by or in the right of the Company.  Pursuant to this
Section 3, the Company will indemnify Indemnitee against, and will hold
Indemnitee harmless from and in respect of, all Expenses, judgments, penalties,
fines (including excise taxes) and amounts paid in settlement (including all
interest, assessments and other charges paid or payable in connection with or in
respect of those Expenses, judgments, fines, penalties or amounts paid in
settlement) actually and reasonably incurred by him or on his behalf in
connection with that Proceeding or any claim, issue or matter therein, if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company and, with respect to any criminal
Proceeding, had no reasonable cause to believe his conduct was
unlawful.



    
      
         


      

      
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    Section
4.        Proceedings by or in the Right of
the Company.  Indemnitee will be entitled to the rights of
indemnification this Section 4 provides if, by reason of his Corporate Status,
he is, or is threatened to be made, a party to or a participant (as a witness or
otherwise) in any threatened, pending or completed Proceeding brought by or in
the right of the Company to procure a judgment in its favor.  Pursuant
to this Section 4, the Company will indemnify Indemnitee against, and will hold
Indemnitee harmless from and in respect of, all Expenses actually and reasonably
incurred by him or on his behalf in connection with that Proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Company; provided, however, that no indemnification
against those Expenses will be made in respect of any claim, issue or matter in
that Proceeding as to which Indemnitee has been adjudged to be liable to the
Company unless and to the extent that the Court of Chancery, or the court in
which that Proceeding has been brought or is pending, determines that despite
the adjudication of liability but in view of all the circumstances of the case,
Indemnitee is fairly and reasonably entitled to indemnification.

    


    Section
5.        Indemnification for Expenses of a
Party Who Is Wholly or Partly Successful. Notwithstanding
any other provision hereof, to the extent that Indemnitee is, by reason of his
Corporate Status, a party to (or a participant in) and is successful, on the
merits or otherwise, in defense of any Proceeding, the Company will indemnify
him against all Expenses actually and reasonably incurred by him or on his
behalf in connection therewith. If Indemnitee is not wholly successful in
defense of any Proceeding but is successful, on the merits or otherwise, as to
one or more but less than all claims, issues or matters in that Proceeding, the
Company will indemnify Indemnitee against all Expenses actually and reasonably
incurred by him or on his behalf in connection with each successfully resolved
claim, issue or matter. For purposes of this Section 5 and without limitation,
the termination of any claim, issue or matter in any Proceeding by dismissal,
with or without prejudice, will be deemed to be a successful result as to that
claim, issue or matter.

    


    Section
6.        Indemnification for Expenses as a
Witness. Notwithstanding any other provision hereof, to the extent that
Indemnitee is, by reason of his Corporate Status, a witness in any Proceeding to
which Indemnitee is not a party, the Company will indemnify him against all
Expenses actually and reasonably incurred by him or on his behalf in connection
therewith.

    


    Section
7.        Advancement of Expenses. The
Company will advance all reasonable Expenses incurred by or on behalf of
Indemnitee in connection with any Proceeding within 10 business days after the
Company receives a statement or statements from Indemnitee requesting such
advance or advances from time to time, whether prior to or after final
disposition of that Proceeding.  Each such statement must reasonably
evidence the Expenses incurred by or on behalf of Indemnitee and include or be
preceded or accompanied by an undertaking by or on behalf of Indemnitee to repay
any Expenses advanced if it ultimately is determined that Indemnitee is not
entitled to be indemnified by the Company against those Expenses.  The
Company will accept any such undertaking and advance such Expenses without
reference to the financial ability of Indemnitee to make repayment, and without
regard to Indemnitee’s ultimate entitlement to indemnification under other
provisions of this Agreement.


    
      
         


      

      
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    Section
8.        Procedure for Determination of
Entitlement to Indemnification.  (a)  Within thirty
(30) days after the actual receipt by Indemnitee of notice that he or she is a
party to or a participant (as a witness or otherwise) in any Proceeding,
Indemnitee shall submit to the Company a written notice identifying the
Proceeding.  The omission by the Indemnitee to notify the Company will
not relieve the Company from any liability which it may have to Indemnitee (i)
otherwise than under this Agreement, and (ii) under this Agreement only to the
extent the Company can establish that such omission to notify resulted in actual
prejudice to the Company.

    


    (b)        Indemnitee
shall thereafter deliver to the Company a written application to indemnify
Indemnitee in accordance with this Agreement.  Such application(s) may
be delivered from time to time and at such time(s) as Indemnitee deems
appropriate in his or her sole discretion.  Following such a written
application for indemnification by Indemnitee, the Indemnitee's entitlement to
indemnification shall be determined according to Section 8(c) of this
Agreement.

    


    (c)         On
written request by Indemnitee for indemnification pursuant to Section 8(b), a
determination, if applicable law requires, with respect to Indemnitee’s
entitlement thereto will be made in the specific case: (i) by a majority vote of
the Disinterested Directors, even though less than a quorum of the Board, or
(ii) if so requested by the Indemnitee in his or her sole discretion by an
Independent Counsel in a written opinion to the Board, a copy of which will be
delivered to Indemnitee.  If it is so determined that Indemnitee is
entitled to indemnification hereunder, the Company will:  (i) within
10 business days after that determination pay to Indemnitee all amounts
theretofore incurred by or on behalf of Indemnitee in respect of which
Indemnitee is entitled to that indemnification by reason of that determination;
and (ii) thereafter on written request by Indemnitee, pay to Indemnitee within
10 business days after that request such additional amounts theretofore incurred
by or on behalf of Indemnitee in respect of which Indemnitee is entitled to that
indemnification by reason of that determination.  Indemnitee will
cooperate with the person, persons or entity making the determination with
respect to Indemnitee’s entitlement to indemnification under this Agreement,
including providing to such person, persons or entity on reasonable advance
request any documentation or information which is (i) not privileged or
otherwise protected from disclosure, (ii) reasonably available to Indemnitee and
(iii) reasonably necessary to that determination.  The Company will
bear all costs and expenses (including attorneys’ fees and disbursements)
Indemnitee incurs in so cooperating (irrespective of the determination as to
Indemnitee’s entitlement to indemnification) and hereby indemnifies and agrees
to hold Indemnitee harmless therefrom.


    
      
         


      

      
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    (d)       
If an Independent Counsel is to make the determination of entitlement to
indemnification pursuant to Section 8(c), the Independent Counsel will be
selected as this Section 8(d) provides.  If a Change of Control has
not occurred, the Board will select the Independent Counsel, and the Company
will give written notice to Indemnitee advising him of the identity of the
Independent Counsel so selected.  If a Change of Control has occurred,
Indemnitee will select the Independent Counsel (unless Indemnitee requests that
the Board make the selection, in which event the preceding sentence will apply),
and Indemnitee will give written notice to the Company advising it of the
identity of the Independent Counsel so selected.  In either event,
Indemnitee or the Company, as the case may be, may, within 10 business days
after the written notice of selection has been given, deliver to the Company or
to Indemnitee, as the case may be, a written objection to the selection;
provided, however, that any such objection may be asserted only on the ground
that the Independent Counsel so selected is not an “Independent Counsel” as
Section 21 defines that term, and the objection must set forth with
particularity the factual basis for that assertion.  Absent a proper
and timely objection, the person so selected shall act as Independent
Counsel.  If any such written objection is so made and substantiated,
the Independent Counsel so selected may not serve as Independent Counsel unless
and until that objection is withdrawn or a court of competent jurisdiction has
determined that objection is without merit.  If (i) an Independent
Counsel is to make the determination of entitlement to indemnification pursuant
to Section 8(c) and (ii) within 20 days after submission by Indemnitee of a
written request for indemnification pursuant to Section 8(a), no Independent
Counsel has been selected and not objected to, either the Company or Indemnitee
may petition the Court of Chancery or other court of competent jurisdiction for
resolution of any objection that has been made by the Company or Indemnitee to
the other’s selection of Independent Counsel and/or for the appointment as
Independent Counsel of a person selected by the petitioned court or by such
other person as the petitioned court designates, and the person with respect to
whom all objections are so resolved or the person so appointed will act as the
Independent Counsel under Section 8(c).  The Company will pay any and
all reasonable and documented fees and expenses the Independent Counsel incurs
in connection with acting pursuant to Section 8(c), and the Company will pay all
reasonable and documented fees and expenses incident to the procedures this
Section 8(d) sets forth, regardless of the manner in which the Independent
Counsel is selected or appointed.  If (i) the Independent Counsel
selected or appointed pursuant to this Section 8(d) does not make any
determination respecting Indemnitee’s entitlement to indemnification hereunder
within 45 days after the Company receives a written request therefor and (ii)
any judicial proceeding or arbitration pursuant to Section 10(a) is then
commenced, that Independent Counsel will be discharged and relieved of any
further responsibility in such capacity (subject to the applicable standards of
professional conduct then prevailing).

    


    Section
9.       Presumptions and Effect of Certain
Proceedings.  (a)  In making a determination with
respect to entitlement to indemnification hereunder, the person, persons or
entity making that determination must presume that Indemnitee is entitled to
indemnification hereunder if Indemnitee has submitted a request for
indemnification in accordance with Section 8(a), and the Company will have the
burden of proof to overcome that presumption in connection with the making by
any person, persons or entity of any determination contrary to that
presumption.  Neither the failure of the Company (including by its
directors or independent legal counsel) to have made a determination prior to
the commencement of any action pursuant to this Agreement that indemnification
is proper in the circumstances because Indemnitee has met the applicable
standard of conduct, nor an actual determination by the Company (including by
its directors or independent legal counsel) that Indemnitee has not met such
applicable standard of conduct, shall be a defense to the action or create a
presumption that Indemnitee has not met the applicable standard of
conduct.

    


    (b)         The
termination of any Proceeding or of any claim, issue or matter therein, by
judgment, order, settlement or conviction, or on a plea of nolo contendere or
its equivalent, will not (except as this Agreement otherwise expressly provides)
of itself adversely affect the right of Indemnitee to indemnification hereunder
or create a presumption that Indemnitee did not act in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Company or, with respect to any criminal Proceeding, that Indemnitee had
reasonable cause to believe that his conduct was unlawful.


    
      
         


      

      
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    (c)         Any
action Indemnitee takes or omits to take in connection with any employee benefit
plan will, if taken or omitted in good faith by Indemnitee and in a manner
Indemnitee reasonably believed to be in the interest of the participants in or
beneficiaries of that plan, be deemed to have been taken or omitted in a manner
“not opposed to the best interests of the Company” for all purposes
hereof.

    


    (d)        Reliance as Safe
Harbor.  For purposes of any determination of good faith,
Indemnitee shall be deemed to have acted in good faith if Indemnitee's action is
based on the records or books of account of the Enterprise, including financial
statements, or on information supplied to Indemnitee by the officers of the
Enterprise in the course of their duties, or on the advice of legal counsel for
the Enterprise or on information or records given or reports made to the
Enterprise by an independent certified public accountant or by an appraiser or
other expert selected by  the Enterprise.  The provisions of
this Section 9(d) shall not be deemed to be exclusive or to limit in any way the
other circumstances in which the Indemnitee may be deemed or found to have met
the applicable standard of conduct set forth in this Agreement.

    


    (e)         Actions of
Others.  The knowledge and/or actions, or failure to act, of
any other director, trustee, partner, managing member, fiduciary, officer, agent
or employee of the Enterprise shall not be imputed to Indemnitee for purposes of
determining the right to indemnification under this Agreement.

    


    Section
10.      Remedies of
Indemnitee.  (a)  In the event that (i) a
determination is made pursuant to Section 8 that Indemnitee is not entitled to
indemnification hereunder, (ii) advancement of Expenses is not timely made
pursuant to Section 7, (iii) no determination as to Indemnitee’s entitlement to
indemnification shall have been made pursuant to Section 8(c) of this Agreement
hereunder, or that determination shall not have been made within 45 days after
receipt by the Company of the request for that indemnification, (iv) payment of
indemnification is not made pursuant to Section 5 or 6 within 10 business days
after receipt by the Company of a written request therefor or (v) payment of
indemnification pursuant to Section 8(c) is not made timely, Indemnitee will be
entitled to an adjudication from the Court of Chancery of his entitlement to
that indemnification or advancement of Expenses.  Alternatively,
Indemnitee, at his option, may seek an award in arbitration to be conducted by a
single arbitrator pursuant to the Commercial Arbitration Rules of the American
Arbitration Association.  Indemnitee must commence any such proceeding
seeking an adjudication or an award in arbitration within 180 days following the
date on which Indemnitee first has the right to commence that proceeding
pursuant to this Section 10(a); provided, however, that this sentence will not
apply in respect of a proceeding brought by Indemnitee to enforce his rights
under Section 5.

    


    (b)        If
a determination has been made pursuant to Section 8(c) that Indemnitee is not
entitled to indemnification hereunder, any judicial proceeding or arbitration
commenced pursuant to this Section 10 will be conducted in all respects as a de
novo trial, or arbitration, on the merits and Indemnitee will not be prejudiced
by reason of that adverse determination.  In any judicial proceeding
or arbitration commenced pursuant to this Section 10, the Company will have the
burden of proving that Indemnitee is not entitled to indemnification or
advancement of Expenses, as the case may be and the Company may not refer to or
introduce into evidence any determination pursuant to Section 8(c) of this
Agreement adverse to Indemnitee for any purpose.  If Indemnitee
commences a judicial proceeding or arbitration pursuant to this Section 10,
Indemnitee shall not be required to reimburse the Company for any advances
pursuant to Section 7 until a final determination is made with respect to
Indemnitee's entitlement to indemnification (as to which all rights of appeal
have been exhausted or lapsed).


    
      
         


      

      
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    (c)         If
a determination has been made pursuant to Section 8(c) that Indemnitee is
entitled to indemnification hereunder, the Company will be bound by that
determination in any judicial proceeding or arbitration commenced pursuant to
this Section 10, absent (i) a misstatement by Indemnitee of a material fact, or
an omission by Indemnitee of a material fact necessary to make Indemnitee’s
statements not materially misleading, in connection with the request for
indemnification, or (ii) a prohibition of such indemnification under applicable
law.

    


    (d)        If
Indemnitee, pursuant to this Section 10, seeks a judicial adjudication of or an
award in arbitration to enforce his rights under, or to recover damages for
breach of, this Agreement, Indemnitee will be entitled to recover from the
Company, and will be indemnified by the Company against, any and all expenses
(of the types described in the definition of Expenses in Section 21) actually
and reasonably incurred by him in that judicial adjudication or arbitration, but
only if he prevails therein.  If it is determined in that judicial
adjudication or arbitration that Indemnitee is entitled to receive part of, but
not all, the indemnification or advancement of expenses sought, the Expenses
incurred by Indemnitee in connection with that judicial adjudication or
arbitration will be appropriately prorated between those in respect of which
this Section 10(d) entitles Indemnitee to indemnification and those Indemnitee
must bear.

    


    (e)         The
Company shall be precluded from asserting in any judicial proceeding or
arbitration commenced pursuant to this Section 10 that the procedures and
presumptions of this Agreement are not valid, binding and enforceable and shall
stipulate in any such court or before any such arbitrator that the Company is
bound by all the provisions of this Agreement.

    


    (f)         The
Company shall indemnify Indemnitee to the fullest extent permitted by law
against all Expenses and, if requested by Indemnitee, shall (within ten (10)
business days after the Company's receipt of such written request) advance such
Expenses to Indemnitee, which are incurred by Indemnitee in connection with any
judicial proceeding or arbitration brought by Indemnitee for (i) indemnification
or advances of Expenses by the Company under this Agreement or any other
agreement or provision of the Company's Amended and Restated Certificate of
Incorporation or Bylaws now or hereafter in effect or (ii) recovery or advances
under any insurance policy maintained by the Company or any of its subsidiaries
for the benefit of Indemnitee, regardless of whether Indemnitee ultimately is
determined to be entitled to such indemnification, advance or insurance
recovery, as the case may be.


    
      
         


      

      
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    Section
11.      Non-exclusivity; Survival of Rights;
Insurance; Subrogation.  (a)  The rights to
indemnification and advancement of Expenses this Agreement provides are not and
will not be deemed exclusive of any other rights to which Indemnitee may at any
time be entitled under applicable law, the Company’s Amended and Restated
Certificate of Incorporation, the Company’s Bylaws, any agreement, a vote of
stockholders or a resolution of directors, or otherwise.  No
amendment, alteration or termination of this Agreement or any provision hereof
will limit or restrict any right of Indemnitee hereunder in respect of any
action Indemnitee has taken or omitted in his Corporate Status prior to that
amendment, alteration or termination.  To the extent that a change in
Delaware law (whether by statute or judicial decision) permits greater
indemnification by agreement than would be afforded currently under this
Agreement, it is the intent and agreement of the parties hereto that Indemnitee
will enjoy by this Agreement the greater benefits that change
affords.  No right or remedy herein conferred is intended to be
exclusive of any other right or remedy, and every other right and remedy shall
be cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise.  The
assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other right or
remedy.

    


    (b)         The
Company will maintain in effect during the entire period for which the Company
is obligated to indemnify Indemnitee under this Agreement (subject to
appropriate cost considerations), an insurance policy or policies providing
liability insurance for directors, officers and employees of the Company or of
any other Enterprise that any such person serves at the request of the
Company.  Indemnitee will be covered by any such policy or policies in
accordance with its or their terms to the maximum extent of the coverage
available for any such person under such policy or policies.  If, at
the time the Company receives notice from any source of a Proceeding as to which
Indemnitee is a party or a participant (as a witness or otherwise), the Company
has director and officer liability insurance in effect, the Company shall give
prompt notice of such Proceeding to the insurers in accordance with the
procedures set forth in the respective policies.  The Company shall
thereafter take all necessary or desirable action to cause such insurers to pay,
on behalf of the Indemnitee, all amounts payable as a result of such Proceeding
in accordance with the terms of such policies.

    


    (c)         The
Company will not be liable under this Agreement to make any payment of amounts
otherwise indemnifiable (or for which advancement is provided hereunder)
hereunder if and to the extent that Indemnitee has otherwise actually received
that payment or obtained the entire benefit therefrom under any insurance
policy, contract, agreement or otherwise.

    


    (d)         If
the Company makes any payment hereunder, it will be subrogated to the extent of
that payment to all the rights of recovery of Indemnitee, who will execute all
papers required and take all action necessary to secure those rights, including
execution of such documents as are necessary to enable the Company to bring suit
to enforce those rights.

    


    (e)         The
Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee
with respect to Indemnitee’s service at the request of the Company as a
director, officer, employee, agent or fiduciary of any other Enterprise will be
reduced by any amount Indemnitee has actually received as indemnification or
advancement of Expenses from that other Enterprise.

    


    Section
12.      Duration of
Agreement.  This Agreement will continue until and terminate on
the later of:  (i) 10 years after the date that Indemnitee has ceased
to serve as a director or officer of the Company or as a director, officer,
trustee, partner, managing partner, employee, agent or fiduciary of any other
Enterprise that Indemnitee served on behalf of the Company at the request of the
Company; or (ii) one year after the final termination of any Proceeding
(including any rights of appeal thereto) then pending in respect of which
Indemnitee is granted rights of indemnification or advancement of Expenses
hereunder and of any proceeding commenced by Indemnitee pursuant to Section 10
relating thereto including any rights of appeal of any Section 10
Proceeding.  This Agreement will be binding on the Company and its
successors and assigns and will inure to the benefit of Indemnitee and his
spouse (if Indemnitee resides in Texas or another community property state),
heirs, executors and administrators.


    
      
         


      

      
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    Section
13.      Severability.  If
any provision or provisions of this Agreement is or are invalid, illegal or
unenforceable for any reason whatsoever:  (i) the validity, legality
and enforceability of the remaining provisions hereof (including, without
limitation, each portion of any Section containing any such invalid, illegal or
unenforceable provision which is not itself invalid, illegal or unenforceable)
will not in any way be affected or impaired thereby; (ii) such provision or
provisions will be deemed reformed to the extent necessary to conform to
applicable law and to give the maximum effect to the intent of the parties
hereto; and (iii) to the fullest extent possible, the provisions of this
Agreement (including, without limitation, each portion of any Section containing
any such invalid, illegal or unenforceable provision which is not itself
invalid, illegal or unenforceable) will be construed so as to give effect to the
intent manifested thereby.

    


    Section
14.      Exception to Right of
Indemnification or Advancement of Expenses.  Notwithstanding
any provision in this Agreement, the Company shall not be obligated under this
Agreement to make any indemnity in connection with any claim made against
Indemnitee:

    


    (a)         for
which payment has actually been received by or on behalf of Indemnitee under any
insurance policy or other indemnity provision, except with respect to any excess
beyond the amount actually received under any insurance policy or other
indemnity provision; or

    


    (b)        for
an accounting of profits made from the purchase and sale (or sale and purchase)
by Indemnitee of securities of the Company within the meaning of Section 16(b)
of the Exchange Act or similar provisions of state statutory law or common
law;

    


    (c)         except
as otherwise provided in Sections 10(d) - (f) hereof, in connection with any
Proceeding (or any part of any Proceeding) initiated by Indemnitee, including
any Proceeding (or any part of any Proceeding) initiated by Indemnitee against
the Company or its directors, officers, employees or other indemnitees, unless
(i) the Board authorized the Proceeding (or any part of any Proceeding) prior to
its initiation or (ii) the Company provides the indemnification, in its sole
discretion, pursuant to the powers vested in the Company under applicable
law;

    


    (d)        for
reimbursement to the Company of any bonus or other incentive-based or
equity-based compensation or of any profits realized by Indemnitee from the sale
of securities of the Company, in each case as required under the Exchange Act;
or

    


    (e)         in
connection with proceedings or claims involving the enforcement of non-compete
and/or non-disclosure agreements or the non-compete and/or non-disclosure
provisions of employment, severance, consulting or similar agreements the
Indemnitee may be a party to with the Company, or any subsidiary of the
Company.


    
      
         


      

      
        –9–

        
          

        

      

      
         


      

    

    


    Section
15.      Enforcement and Binding
Effect.

    


    (a)         The
Company expressly confirms and agrees that it has entered into this Agreement
and assumed the obligations imposed on it hereby in order to induce Indemnitee
to serve as a director or officer of the Company, and the Company acknowledges
that Indemnitee is relying upon this Agreement in serving as a director or
officer of the Company.

    


    (b)        This
Agreement constitutes the entire agreement between the parties hereto with
respect to the subject matter hereof and supersedes all prior agreements and
understandings, oral, written and implied, between the parties hereto with
respect to the subject matter hereof.

    


    Section
16.      Settlement.  Notwithstanding
any other provision of this Agreement, the Company shall have no obligation to
indemnify Indemnitee under the Agreement for amounts paid in settlement of any
action, suit or proceeding without the Company’s written consent, which shall
not be unreasonably withheld.

    


    Section
17.      Joint Liability.

    


    (a)         The
Company shall not, without Indemnitee’s prior written consent, enter into any
settlement of any Proceeding in which the Company is or is alleged to be jointly
liable with Indemnitee (or would be if joined in such Proceeding) unless such
settlement provides for a full and final release of all claims asserted against
Indemnitee.

    


    (b)         The
Company hereby agrees to fully indemnify, hold harmless and exonerate Indemnitee
from any claims for contribution which may be brought by officers, directors or
employees of the Company (other than Indemnitee) who may be jointly liable with
Indemnitee.

    


    Section
18.      Identical
Counterparts.  This Agreement may be executed in one or more
counterparts, each of which will for all purposes be deemed to be an original
but all of which together will constitute one and the same
agreement.  Only one such counterpart signed by the party against whom
enforceability is sought needs to be produced to evidence the existence of this
Agreement.

    


    Section
19.      Headings.  The
headings of the Sections hereof are inserted for convenience only and do not and
will not be deemed to constitute part of this Agreement or to affect the
construction thereof.

    


    Section
20.      Security.  To the
extent requested by Indemnitee and approved by the Board, the Company may at any
time and from time to time provide security to Indemnitee for the Company’s
obligations hereunder through an irrevocable bank line of credit, funded trust
or other collateral.


    
      
         


      

      
        –10–

        
          

        

      

      
         


      

    

    


    Section
21.      Definitions.  For
purposes of this Agreement:

    


    “Acquiring Person” means any
Person who or which, together with all its Affiliates and Associates, is or are
the Beneficial Owner of 50% or more of the shares of Common Stock then
outstanding, but does not include any Exempt Person; provided, however, that a
Person will not be or become an Acquiring Person if that Person, together with
its Affiliates and Associates, becomes the Beneficial Owner of 50% or more of
the shares of Common Stock then outstanding solely as a result of a reduction in
the number of shares of Common Stock outstanding which results from the
Company’s direct or indirect repurchase of Common Stock, unless and until such
time as that Person or any Affiliate or Associate of that Person purchases or
otherwise becomes the Beneficial Owner of additional shares of Common Stock
constituting 1% or more of the then outstanding shares of Common Stock or any
other Person (or Persons) who is (or collectively are) the Beneficial Owner of
shares of Common Stock constituting 1% or more of the then outstanding shares of
Common Stock becomes an Affiliate or Associate of that Person, unless, in either
such case, that Person, together with all its Affiliates and Associates, is not
then the Beneficial Owner of 50% or more of the shares of Common Stock then
outstanding.

    


    “Affiliate” has the meaning
Exchange Act Rule 12b-2 specifies.

    


    “Associate” means, with
reference to any Person, (i) any corporation, firm, partnership, limited
liability company, association, unincorporated organization or other entity
(other than the Company or a subsidiary of the Company) of which that Person is
an officer or general partner (or officer or general partner of a general
partner) or is, directly or indirectly, the Beneficial Owner of 10% or more of
any class of its equity securities or interests, (ii) any trust or other estate
in which that Person has a substantial beneficial interest or for or of which
that Person serves as trustee or in a similar fiduciary capacity and (iii) any
relative or spouse of that Person, or any relative of that spouse, who has the
same home as that Person.

    


    A
specified Person is deemed the “Beneficial Owner” of, and is
deemed to “beneficially own,” any securities:

    


    (i)      of
which that Person or any of that Person’s Affiliates or Associates, directly or
indirectly, is the “beneficial owner” (as determined pursuant to Exchange Act
Rule 13d-3) or otherwise has the right to vote or dispose of, including pursuant
to any agreement, arrangement or understanding (whether or not in writing);
provided, however, that a Person will not be deemed the “Beneficial Owner” of,
or to “beneficially own,” any security under this subparagraph (i) as a result
of an agreement, arrangement or understanding to vote that security if that
agreement, arrangement or understanding:  (A) arises solely from a
revocable proxy or consent given in response to a public (that is, not including
a solicitation exempted by Exchange Act Rule 14a-2(b)(2)) proxy or consent
solicitation made pursuant to, and in accordance with, the applicable provisions
of the Exchange Act; and (B) is not then reportable by that Person on Exchange
Act Schedule 13D (or any comparable or successor report);


    
      
         


      

      
        –11–

        
          

        

      

      
         


      

    

    


    (ii)      which
that Person or any of  that Person’s Affiliates or Associates,
directly or indirectly, has the right or obligation to acquire (whether that
right or obligation is exercisable or effective immediately or only after the
passage of time or the occurrence of an event) pursuant to any agreement,
arrangement or understanding (whether or not in writing) or on the exercise of
conversion rights, exchange rights, other rights, warrants or options, or
otherwise; provided, however, that a Person will not be deemed the “Beneficial
Owner” of, or to “beneficially own,” securities tendered pursuant to a tender or
exchange offer made by that Person or any of that Person’s Affiliates or
Associates until those tendered securities are accepted for purchase or
exchange; or

    


    (iii)     which
are beneficially owned, directly or indirectly, by (A) any other Person (or any
Affiliate or Associate thereof) with which the specified Person or any of the
specified Person’s Affiliates or Associates has any agreement, arrangement or
understanding (whether or not in writing) for the purpose of acquiring, holding,
voting (except pursuant to a revocable proxy or consent as described in the
proviso to subparagraph (i) of this definition) or disposing of any voting
securities of the Company or (B) any group (as Exchange Act Rule 13d-5(b) uses
that term) of which that specified Person is a member;

    


    provided,
however, that nothing in this definition will cause a Person engaged in business
as an underwriter of securities to be the “Beneficial Owner” of, or to
“beneficially own,” any securities that Person acquires through its
participation in good faith in a firm commitment underwriting (including,
without limitation, securities acquired pursuant to stabilizing transactions to
facilitate a public offering in accordance with Exchange Act Regulation M or to
cover overallotments created in connection with a public offering) until the
expiration of 40 days after the date of that acquisition.  For
purposes of this definition, “voting” a security includes voting, granting a
proxy, acting by consent, making a request or demand relating to corporate
action (including, without limitation, calling a stockholder meeting) or
otherwise giving an authorization (within the meaning of Section 14(a) of the
Exchange Act) in respect of that security.

    


    “Change of Control” means the
occurrence of any of the following events that occurs after [the date of this
Agreement][September 1, 2010]:  (i) any Person becomes an
Acquiring Person; (ii) at any time the then Continuing Directors cease to
constitute a majority of the members of the Board; (iii) a merger of the Company
with or into, or a sale by the Company of its properties and assets
substantially as an entirety to, another Person occurs and, immediately after
that occurrence, any Person, other than an Exempt Person, together with all
Affiliates and Associates of that Person (other than Exempt Persons), will be
the Beneficial Owner of 50% or more of the total voting power of the then
outstanding Voting Shares of the Person surviving that transaction (in the case
or a merger or consolidation) or the Person acquiring those properties and
assets substantially as an entirety unless that Person, together with all its
Affiliates and Associates, was the Beneficial Owner of 50% or more of the shares
of Common Stock outstanding prior to that transaction; (iv) the approval by the
stockholders of the Company of a complete liquidation of the Company or an
agreement or series of agreements for the sale or disposition by the Company of
all or substantially all of the Company's assets; or (v)
occurs any other event of a nature that would be required to be reported in
response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any
similar item on any similar schedule or form) promulgated under the Exchange Act
(as defined below), whether or not the Company is then subject to such reporting
requirement.


    
      
         


      

      
        –12–

        
          

        

      

      
         


      

    

    


    “Common Stock” means (i) the
common stock, par value $.001 per share, of the Company and (ii) any other class
of capital stock of the Company which is (A) except for less voting rights,
identical to the common stock clause (i) of this definition describes and (B)
convertible into that common stock on a share for share basis on the occurrence
of a Change of Control.

    


    “Continuing Director” means at
any time any individual who then (i) is a member of the Board and was a member
of the Board as of [the date of
this Agreement][September 1, 2010] or whose nomination for his first
election, or that first election, to the Board following that date was
recommended or approved by a majority of the then Continuing Directors (acting
separately or as a part of any action taken by the Board or any committee
thereof) and (ii) is not an Acquiring Person, an Affiliate or Associate of an
Acquiring Person or a nominee or representative of an Acquiring Person or of any
such Affiliate or Associate.

    


    “Corporate Status” describes
the status of a natural person who is or was a director, officer, trustee,
general partner, managing member, employee or agent of the Company or of any
other Enterprise, provided that person is or was serving in that capacity at the
request of the Company.  For purposes of this Agreement, “serving at
the request of the Company” includes any service by Indemnitee which imposes
duties on, or involves services by, Indemnitee with respect to any employee
benefit plan or its participants or beneficiaries.

    


    “Court of Chancery” means the
Court of Chancery of the State of Delaware.

    


    “Disinterested Director” means
a director of the Company who is not and was not a party to the Proceeding in
respect of which indemnification is sought by Indemnitee hereunder.

    


    “Exchange Act” means the
Securities Exchange Act of 1934, as amended.

    


    “Exempt Person” means: (i)(A)
the Company, any subsidiary of the Company, any employee benefit plan of the
Company or of any subsidiary of the Company and (B) any Person organized,
appointed or established by the Company for or pursuant to the terms of any such
plan or for the purpose of funding any such plan or funding other employee
benefits for employees of the Company or any subsidiary of the Company; and (ii)
Indemnitee, any Affiliate or Associate of Indemnitee or any group (as Exchange
Act Rule 13d-5(b) uses that term) of which Indemnitee or any Affiliate or
Associate of Indemnitee is a member.


    
      
         


      

      
        –13–

        
          

        

      

      
         


      

    

    


    “Expenses” include all
attorneys’ fees, retainers, court costs, transcript costs, fees of experts,
witness fees, travel expenses, duplicating costs, printing and binding costs,
telephone charges, postage, delivery service fees, all other disbursements or
expenses of the types customarily incurred in connection with prosecuting,
defending, preparing to prosecute or defend, investigating, being or preparing
to be a witness in, or otherwise participating in, a Proceeding and all interest
or finance charges attributable to any thereof.  Should any payments
by the Company under this Agreement be determined to be subject to any federal,
state or local income or excise tax, “Expenses” also will include such amounts
as are necessary to place Indemnitee in the same after-tax position (after
giving effect to all applicable taxes) he would have been in had no such tax
been determined to apply to those payments.  Expenses also shall
include Expenses incurred in connection with any appeal resulting from any
Proceeding, including without limitation the premium, security for, and other
costs relating to any cost bond, supersedeas bond, or other appeal bond or its
equivalent.  Expenses, however, shall not include amounts paid in
settlement by Indemnitee or the amount of judgments or fines against
Indemnitee.

    


    “Independent Counsel” means a
law firm, or a member of a law firm, that or who is experienced in matters of
corporation law and neither presently is, nor in the past five years has been,
retained to represent:  (i) the Company, its affiliates or Indemnitee
in any matter material to any such party; or (ii) any other party to the
Proceeding giving rise to a claim for indemnification
hereunder.  Notwithstanding the foregoing, the term “Independent
Counsel” does not include at any time any person who, under the applicable
standards of professional conduct then prevailing, would have a conflict of
interest in representing either the Company or Indemnitee in an action to
determine Indemnitee’s rights under this Agreement.

    


    “Person” means any natural
person, sole proprietorship, corporation, partnership of any kind having a
separate legal status, limited liability company, business trust, unincorporated
organization or association, mutual company, joint stock company, joint venture,
estate, trust, union or employee organization or governmental
authority.

    


    “Proceeding” includes any
threatened, pending or completed action, suit, arbitration, alternate dispute
resolution mechanism, investigation, inquiry, administrative hearing or any
other actual, threatened or completed proceeding, whether brought in the right
of the Company or otherwise and whether of a civil, criminal, administrative or
investigative nature, in which Indemnitee was, is or will be involved as a party
or otherwise by reason of the fact that Indemnitee is or was a director or
officer of the Company, by reason of any action taken by him or of any action on
his part while acting as director or officer of the Company, or by reason of the
fact that he is or was serving at the request of the Company as a director,
officer, trustee, general partner, managing member, fiduciary, employee or agent
of any other Enterprise, in each case whether or not serving in such capacity at
the time any liability or expense is incurred for which indemnification,
reimbursement, or advancement of expenses can be provided under this
Agreement.


    
      
         


      

      
        –14–

        
          

        

      

      
         


      

    

    


    “Voting Shares”
means:  (i) in the case of any corporation, stock of that corporation
of the class or classes having general voting power under ordinary circumstances
to elect a majority of that corporation’s board of directors; and (ii) in the
case of any other entity, equity interests of the class or classes having
general voting power under ordinary circumstances equivalent to the Voting
Shares of a corporation.

    


    Section
22.      Modification and
Waiver.  No supplement to or modification or amendment of this
Agreement will be binding unless executed in writing by both parties
hereto.  No waiver of any of the provisions of this Agreement will be
deemed or will constitute a waiver of any other provisions hereof (whether or
not similar), nor will any such waiver constitute a continuing
waiver.

    


    Section
23.      Notice by
Indemnitee.  Indemnitee agrees promptly to notify the Company
in writing on being served with any summons, citation, subpoena, complaint,
indictment, information or other document relating to any Proceeding or matter
which may be subject to indemnification or advancement of Expenses hereunder;
provided, however, a failure to give that notice will not deprive Indemnitee of
his rights to indemnification and advancement of Expenses hereunder unless the
Company is actually and materially prejudiced thereby.

    


    Section
24.      Notices.  All
notices, requests, demands and other communications  hereunder must be
in writing and will be deemed delivered and received (i) if personally delivered
or if delivered by telex, telegram, facsimile or courier service, when actually
received by the party to whom the notice or communication is sent or (ii) if
delivered by mail (whether actually received or not), at the close of business
on the third business day in the city in which the Company’s principal executive
office is located next following the day when placed in the mail, postage
prepaid, certified or registered, addressed to the appropriate party at the
address of that party set forth below (or at such other address as that party
may designate by written notice to the other party in accordance
herewith):

    


    
      
        
          
            
              
                
                  
                    	
                            (a)

                          	
                            If
      to Indemnitee, to:

                          	
                            ___________________

                          
	 
      	 
      	
                            ___________________

                          
	 
      	 
      	
                            ___________________

                          
	 	 	 
	 	

                            with
      a copy (which will not constitute notice for the purposes of this
      Agreement) to such legal counsel, if any, as the Indemnitee may designate
      in writing;
and

                          


                  

                

              

            

          

        

      

    

     

    
      
        
          	
                  (b)

                	
                  If
      to the Company, to:

                	
                  U.S.
      Concrete, Inc.

                
	 
      	 
      	
                  2925
      Briarpark, Suite 500

                
	 
      	 
      	
                  Houston,
      Texas  77042

                
	 
      	 
      	
                  Attention:
      President

                


        

      

    

     

    
      
         


      

      
        –15–

        
          

        

      

      
         


      

    

    


    Section
25.      Contribution.  To
the fullest extent applicable law permits, if the indemnification provided for
in this Agreement is held by a court of competent jurisdiction to be unavailable
to Indemnitee in whole or in part, the Company, in lieu of indemnifying
Indemnitee, will contribute to the amount incurred by Indemnitee, whether for
judgments, fines, penalties, excise taxes, amounts paid or to be paid in
settlement and/or for Expenses, in connection with any claim relating to an
indemnifiable event under this Agreement, in such proportion as is deemed fair
and reasonable in light of all the circumstances of that Proceeding in order to
reflect:  (i) the relative benefits received by the Company and
Indemnitee as a result of the event(s) and/or transaction(s) giving rise to that
Proceeding; and/or (ii) the relative fault of the Company (and its directors,
officers, employees and agents) and Indemnitee in connection with such event(s)
and/or transaction(s); provided, that, without limiting the generality of the
foregoing, such contribution shall not be required where such holding by the
court is due to the failure of the Indemnitee to meet the standard of conduct
set forth in Sections 3 or 4 hereof or any limitation on indemnification set
forth in Sections 14 or 16 hereof.

    


    Section
26.      Governing Law; Submission to
Jurisdiction.  This Agreement and the legal relations among the
parties will be governed by, and construed and enforced in accordance with, the
laws of the State of Delaware, without regard to its conflict of laws
rules.  Except with respect to any arbitration Indemnitee commences
pursuant to Section 10(a), the Company and Indemnitee hereby irrevocably and
unconditionally (i) agree that any action or proceeding arising out of or in
connection with this Agreement will be brought only in the Court of Chancery and
not in any other state or federal court in the United States of America or any
court in any other country, (ii) consent to submit to the exclusive jurisdiction
of the Court of Chancery for purposes of any action or proceeding arising out of
or in connection with this Agreement, (iii) waive any objection to the laying of
venue of any such action or proceeding in the Court of Chancery and (iv) waive,
and agree not to plead or to make, any claim that any such action or proceeding
brought in the Court of Chancery has been brought in an improper or otherwise
inconvenient forum.

    


    Section
27.      Miscellaneous.  Use
of one gender herein includes usage of each other gender where
appropriate.  This Agreement uses the words “herein,” “hereof” and
words of similar import to refer to this Agreement as a whole and not to any
provision of this Agreement, and the word “Section” refers to a Section of this
Agreement, unless otherwise specified.



    
      
         


      

      
        –16–

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and
year first above written.

    


    
      
        
          
            
              	
                      ATTEST:

                    	 
      	
                      U.S.
      CONCRETE, INC.

                    
	 
      	 
      	 
      
	
                      By: 

                    	 
      	 
      	
                      By: 

                    	 
      


            

          

        

      

    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Print Name: 

                                	 
      	 
      	
                                  Name: 

                                	 
      
	 
      	 
      	
                                  Title:

                                	 
      


                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
          
            	
                    ATTEST:

                  	 
      	
                    INDEMNITEE:

                  
	 
      	 
      	 
      
	
                    By: 

                  	 
      	 
      	 
      


          

        

      

    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Print Name: 

                                	 
      	 
      	
                                  Print Name: 

                                	 
      


                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        –17–