CONSTRUCTION PARTNERS, INC.
LIMITED POWER OF ATTORNEY FOR SECTION 13 AND SECTION 16 FILINGS
I, Ned N. Fleming, III, of 5420 LBJ Freeway, Suite 1000, Dallas, Texas
75240, do hereby make, constitute and appoint Charles E. Owens and R. Alan
Palmer, my true and lawful attorneys for the purposes hereinafter set forth,
effective as of this 3rd day of May, 2018.
References in this limited power of attorney to "my Attorney" are to
each of the persons named above and to the person or persons substituted
hereunder pursuant to the power of substitution granted herein.
I hereby grant to my Attorney, for me and in my name, place and stead,
the power:
1. To execute for and on my behalf, in my capacity as a stockholder of
Construction Partners, Inc., a Delaware corporation (the "Company"), any
Schedule 13D and Schedule 13G, and all and any amendments thereto, in
accordance with Section 13 of the Securities Exchange Act of 1934 and
the rules and regulations promulgated thereunder (the "Exchange Act");
2. To execute for and on my behalf, in my capacity as an officer, director
and/or stockholder of the Company, Form 3, Form 4, and Form 5, and all
and any amendments thereto, in accordance with Section 16(a) of the
Exchange Act;
3. To do and to perform any and all acts for and on my behalf that may be
necessary or desirable to complete and execute any such Schedule 13D,
Schedule 13G, Form 3, Form 4 and Form 5, or any amendment thereto, and
to timely file such schedule, form or amendment thereto with the United
States Securities and Exchange Commission (the "SEC") and any stock
exchange or similar authority; and
4. To take any other action of any type whatsoever that, in the opinion of
my Attorney, may be necessary or desirable in connection with the
foregoing grant of authority, it being understood that the documents
executed by my Attorney pursuant to this limited power of attorney shall
be in such form and shall contain such terms and conditions as my
Attorney may approve.
I hereby grant to my Attorney full power and authority to do and to
perform any and every act and thing whatsoever requisite, necessary, or proper
to be done in the exercise of any of the rights and powers herein granted, as
fully to all intents and purposes as I might or could do if personally present,
with full power of substitution or revocation, hereby ratifying and confirming
all that my Attorney shall lawfully do or cause to be done by virtue of this
limited power of attorney and the rights and powers herein granted. I
acknowledge and agree that neither my Attorney nor the Company is assuming any
of my responsibilities to comply with the Exchange Act.
This limited power of attorney shall remain in full force and effect
until I am no longer required to file any Schedule 13D, Schedule 13G, Form 3,
Form 4 or Form 5 with respect to my holdings of, and transactions in, securities
of the Company, unless earlier revoked by me in a signed writing delivered to
each of my Attorneys and the substitutes therefore, if any. This limited power
of attorney may be filed with the SEC as a confirming statement of the authority
granted herein.
IN WITNESS WHEREOF, I have hereunto set my hand to this instrument on
the date first above written.
/s/ Ned N. Fleming, III
------------------------------
Ned N. Fleming, III
STATE OF New York
COUNTY OF New York
Before me, Rhonda Gerolmo-Miller, on this day personally appeared Ned
N. Fleming, III, known to me to be the person whose name is subscribed to the
foregoing instrument and acknowledged to me that he executed the same for the
purposes and consideration therein expressed.
Given under my hand and seal of office this 30th day of April, 2018.
Rhonda Gerolmo-Miller
------------------------------
Notary Public
My Commission Expires: November 4, 2018
[Affix Notary Seal]
CONSTRUCTION PARTNERS, INC.
LIMITED POWER OF ATTORNEY FOR SECTION 13 AND SECTION 16 FILINGS
I, Craig Jennings, of 5420 LBJ Freeway, Suite 1000, Dallas, Texas 75240,
do hereby make, constitute and appoint Charles E. Owens and R. Alan Palmer, my
true and lawful attorneys for the purposes hereinafter set forth, effective as
of this 3rd day of May, 2018.
References in this limited power of attorney to "my Attorney" are to
each of the persons named above and to the person or persons substituted
hereunder pursuant to the power of substitution granted herein.
I hereby grant to my Attorney, for me and in my name, place and stead,
the power:
1. To execute for and on my behalf, in my capacity as a stockholder of
Construction Partners, Inc., a Delaware corporation (the "Company"), any
Schedule 13D and Schedule 13G, and all and any amendments thereto, in
accordance with Section 13 of the Securities Exchange Act of 1934 and
the rules and regulations promulgated thereunder (the "Exchange Act");
2. To execute for and on my behalf, in my capacity as an officer, director
and/or stockholder of the Company, Form 3, Form 4, and Form 5, and all
and any amendments thereto, in accordance with Section 16(a) of the
Exchange Act;
3. To do and to perform any and all acts for and on my behalf that may be
necessary or desirable to complete and execute any such Schedule 13D,
Schedule 13G, Form 3, Form 4 and Form 5, or any amendment thereto, and
to timely file such schedule, form or amendment thereto with the United
States Securities and Exchange Commission (the "SEC") and any stock
exchange or similar authority; and
4. To take any other action of any type whatsoever that, in the opinion of
my Attorney, may be necessary or desirable in connection with the
foregoing grant of authority, it being understood that the documents
executed by my Attorney pursuant to this limited power of attorney shall
be in such form and shall contain such terms and conditions as my
Attorney may approve.
I hereby grant to my Attorney full power and authority to do and to
perform any and every act and thing whatsoever requisite, necessary, or proper
to be done in the exercise of any of the rights and powers herein granted, as
fully to all intents and purposes as I might or could do if personally present,
with full power of substitution or revocation, hereby ratifying and confirming
all that my Attorney shall lawfully do or cause to be done by virtue of this
limited power of attorney and the rights and powers herein granted. I
acknowledge and agree that neither my Attorney nor the Company is assuming any
of my responsibilities to comply with the Exchange Act.
This limited power of attorney shall remain in full force and effect
until I am no longer required to file any Schedule 13D, Schedule 13G, Form 3,
Form 4 or Form 5 with respect to my holdings of, and transactions in, securities
of the Company, unless earlier revoked by me in a signed writing delivered to
each of my Attorneys and the substitutes therefore, if any. This limited power
of attorney may be filed with the SEC as a confirming statement of the authority
granted herein.
IN WITNESS WHEREOF, I have hereunto set my hand to this instrument on
the date first above written.
/s/ Craig Jennings
------------------------------
Craig Jennings
STATE OF TEXAS
COUNTY OF DALLAS
Before me, Angela Seekins, on this day personally appeared Craig
Jennings, known to me to be the person whose name is subscribed to the foregoing
instrument and acknowledged to me that he executed the same for the purposes and
consideration therein expressed.
Given under my hand and seal of office this 1st day of May, 2018.
Angela Seekins
-------------------------
Notary Public
My Commission Expires: June 28, 2021
[Affix Notary Seal]
CONSTRUCTION PARTNERS, INC.
LIMITED POWER OF ATTORNEY FOR SECTION 13 AND SECTION 16 FILINGS
I, Mark R. Matteson, of 5420 LBJ Freeway, Suite 1000, Dallas, Texas
75240, do hereby make, constitute and appoint Charles E. Owens and R. Alan
Palmer, my true and lawful attorneys for the purposes hereinafter set forth,
effective as of this 3rd day of May, 2018. References in this limited power of
attorney to "my Attorney" are to each of the persons named above and to the
person or persons substituted hereunder pursuant to the power of substitution
granted herein.
I hereby grant to my Attorney, for me and in my name, place and stead,
the power:
1. To execute for and on my behalf, in my capacity as a stockholder of
Construction Partners, Inc., a Delaware corporation (the "Company"), any
Schedule 13D and Schedule 13G, and all and any amendments thereto, in
accordance with Section 13 of the Securities Exchange Act of 1934 and
the rules and regulations promulgated thereunder (the "Exchange Act");
2. To execute for and on my behalf, in my capacity as an officer, director
and/or stockholder of the Company, Form 3, Form 4, and Form 5, and all
and any amendments thereto, in accordance with Section 16(a) of the
Exchange Act;
3. To do and to perform any and all acts for and on my behalf that may be
necessary or desirable to complete and execute any such Schedule 13D,
Schedule 13G, Form 3, Form 4 and Form 5, or any amendment thereto, and
to timely file such schedule, form or amendment thereto with the United
States Securities and Exchange Commission (the "SEC") and any stock
exchange or similar authority; and
4. To take any other action of any type whatsoever that, in the opinion of
my Attorney, may be necessary or desirable in connection with the
foregoing grant of authority, it being understood that the documents
executed by my Attorney pursuant to this limited power of attorney shall
be in such form and shall contain such terms and conditions as my
Attorney may approve.
I hereby grant to my Attorney full power and authority to do and to
perform any and every act and thing whatsoever requisite, necessary, or proper
to be done in the exercise of any of the rights and powers herein granted, as
fully to all intents and purposes as I might or could do if personally present,
with full power of substitution or revocation, hereby ratifying and confirming
all that my Attorney shall lawfully do or cause to be done by virtue of this
limited power of attorney and the rights and powers herein granted. I
acknowledge and agree that neither my Attorney nor the Company is assuming any
of my responsibilities to comply with the Exchange Act.
This limited power of attorney shall remain in full force and effect
until I am no longer required to file any Schedule 13D, Schedule 13G, Form 3,
Form 4 or Form 5 with respect to my holdings of, and transactions in, securities
of the Company, unless earlier revoked by me in a signed writing delivered to
each of my Attorneys and the substitutes therefore, if any. This limited power
of attorney may be filed with the SEC as a confirming statement of the authority
granted herein.
IN WITNESS WHEREOF, I have hereunto set my hand to this instrument on
the date first above written.
/s/ Mark Matteson
------------------------------
Mark Matteson
STATE OF TEXAS
COUNTY OF DALLAS
Before me, Angela Seekins, on this day personally appeared Mark R.
Matteson, known to me to be the person whose name is subscribed to the foregoing
instrument and acknowledged to me that he executed the same for the purposes and
consideration therein expressed.
Given under my hand and seal of office this 1st day of May, 2018.
Angela Seekins
-------------------------
Notary Public
My Commission Expires: June 28, 2021
[Affix Notary Seal]
Exhibit 99.1
Form 3 Joint Filer Information
Name: SunTx CPI Expansion Fund GP, L.P.
Address: 5420 LBJ Freeway, Suite 1000
Dallas, TX 75240
Date of Event Requiring 05/03/18
Statement:
Name: SunTx Capital Partners L.P.
Address: 5420 LBJ Freeway, Suite 1000
Dallas, TX 75240
Date of Event Requiring 05/03/18
Statement:
Name: SunTx CPI Expansion Fund, L.P.
Address: 5420 LBJ Freeway, Suite 1000
Dallas, TX 75240
Date of Event Requiring 05/03/18
Statement:
Name: SunTx Fulcrum Fund Prime, L.P.
Address: 5420 LBJ Freeway, Suite 1000
Dallas, TX 75240
Date of Event Requiring 05/03/18
Statement:
Name: SunTx Fulcrum Dutch Investors Prime, L.P.
Address: 5420 LBJ Freeway, Suite 1000
Dallas, TX 75240
Date of Event Requiring 05/03/18
Statement:
Name: Ned N. Fleming
Address: 5420 LBJ Freeway, Suite 1000
Dallas, TX 75240
Date of Event Requiring 05/03/18
Statement:
Name: Craig Jennings
Address: 5420 LBJ Freeway, Suite 1000
Dallas, TX 75240
Date of Event Requiring 05/03/18
Statement:
Name: Mark R. Matteson
Address: 5420 LBJ Freeway, Suite 1000
Dallas, TX 75240
Date of Event Requiring 05/03/18
Statement: