Form of Grant Notice for 2018 Stock Incentive Plan Performance Restricted Stock Unit Award

FOR GOOD AND VALUABLE CONSIDERATION, Forterra, Inc. (the “Company”), hereby grants to Participant named below the number of performance-based restricted stock units specified below (the “PRSUs” or the “Award”). Each performance-based restricted stock unit represents the right to receive one share of the Company’s common stock, par value $0.001 (the “Common Stock”), upon the terms and subject to the conditions set forth in this Grant Notice, the Forterra, Inc. 2018 Stock Incentive Plan (the “Plan”) and the Standard Terms and Conditions (the “Standard Terms and Conditions”) promulgated under such Plan, each as amended from time to time. This Award is granted pursuant to the Plan and is subject to and qualified in its entirety by the Standard Terms and Conditions.

FORTERRA, INC.                    AWARD HOLDER

By:_____________________            ________________________________

Name:                        Name:

Title:            

                            

                            

These Standard Terms and Conditions apply to the Award of performance-based restricted stock units granted pursuant to the Forterra, Inc. 2018 Stock Incentive Plan (the “Plan”), which are evidenced by a Grant Notice or an action of the Committee that specifically refers to these Standard Terms and Conditions. In addition to these Terms and Conditions, the performance- based restricted stock units shall be subject to the terms of the Plan, which are incorporated into these Standard Terms and Conditions by this reference. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.

Forterra, Inc. (the “Company”), has granted to the Participant named in the Grant Notice provided to said Participant herewith (the “Grant Notice”) an award of a number of performance-based restricted stock units (the “Award” or the “PRSUs”) with each PRSU representing the right to receive one share of the Company’s common stock, par value $0.001 (the “Common Stock”) specified in the Grant Notice. The Award is subject to the conditions set forth in the Grant Notice, these Standard Terms and Conditions, and the Plan, each as amended from time to time. For purposes of these Standard Terms and Conditions and the Grant Notice, any reference to the Company shall include a reference to any Subsidiary.

The Award shall not be vested as of the Grant Date set forth in the Grant Notice and shall be forfeitable unless and until otherwise earned and vested pursuant to the terms of the Grant Notice and these Standard Terms and Conditions. Except as set forth below, the PRSUs shall not be eligible to vest unless and until the Performance Targets (as defined in the Grant Notice and as set forth in Exhibit A) with respect to such PRSUs have been achieved. After achievement of such Performance Targets, subject to termination or acceleration as provided in these Standard Terms and Conditions and the Plan, the Award shall become vested as described in the Grant Notice. PRSUs that have vested and are no longer subject to forfeiture are referred to herein as “Vested PRSUs.” PRSUs awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested PRSUs.”

Notwithstanding anything contained in these Standard Terms and Conditions to the contrary, the PRSUs shall be subject to the following termination and acceleration provisions:

include any Termination of Employment for Cause), a pro-rated portion of the Unvested PRSUs for which the applicable Performance Targets have been achieved prior to the date of Termination of Employment shall become vested on the date of such Termination of Employment. Such pro-rated portion shall be determined by multiplying

(i) the Unvested PRSUs earned and eligible to vest based on achievement of the applicable Performance Target prior to the date of Termination of Employment by (ii) a fraction, the numerator of which shall equal the number of full months that Participant provided services to the Company or its Subsidiaries following the achievement of the applicable Performance Target and the denominator of which shall equal thirty-six (36). All other Unvested PRSUs that are not subject to such pro-rated accelerated vesting shall be forfeited and canceled as of the date of such Termination of Employment without the payment of any consideration therefor.

Upon a Participant’s Termination of Employment for any other reason, any then Unvested PRSUs held by the Participant shall be forfeited and canceled as of the date of such Termination of Employment without the payment of any consideration therefor.

Participant shall not be, nor have any of the rights or privileges of, a stockholder of the Company in respect of any PRSUs unless and until shares of Common Stock settled for such PRSUs shall have been issued by the Company to Participant (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). For the avoidance of doubt, the Participant shall not be entitled to receive any dividends or dividend equivalents with respect to the PRSUs or have any voting rights with respect to the PRSUs unless and until shares of Common Stock settled for such PRSUs shall have been issued by the Company to Participant.

The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by the Participant or other subsequent transfers by the Participant of any shares of Common Stock issued pursuant to Vested PRSUs, including without limitation (a) restrictions under an insider trading policy, (b) restrictions designed to delay and/or coordinate the timing and manner of sales by Participant and other holders and (c) restrictions as to the use of a specified brokerage firm for such resales or other transfers.

To the extent required by applicable federal, state, local or foreign law, the Participant shall make arrangements satisfactory to the Company for the satisfaction of any withholding tax obligations that arise by reason of the grant or vesting of the PRSUs. The Company shall not be required to issue shares or to recognize the disposition of such shares until such obligations are satisfied.

The Participant understands, acknowledges and agrees that, except as otherwise provided in the Plan or as permitted by the Committee, the Award may not be sold, assigned, transferred, pledged or otherwise directly or indirectly encumbered or disposed of other than by will or the laws of descent and distribution.

The Grant Notice, these Standard Terms and Conditions and the Plan constitute the entire understanding between the Participant and the Company regarding the Award. Any prior agreements, commitments or negotiations concerning the Award are superseded.

Neither the Participant (individually or as a member of a group) nor any beneficiary or other person claiming under or through the Participant shall have any right, title, interest, or privilege in or to any shares of Common Stock allocated or reserved for the purpose of the Plan or subject to the Grant Notice or these Standard Terms and Conditions except as to such shares of Common Stock, if any, as shall have been issued to such person in connection with the Award. Nothing in the Plan, in the Grant Notice, these Standard Terms and Conditions or any other instrument executed pursuant to the Plan shall confer upon the Participant any right to continue in the Company’s employ or service nor limit in any way the Company’s right to terminate the Participant’s employment at any time for any reason.

By executing the Grant Notice, the Participant hereby consents to the delivery of information (including, without limitation, information required to be delivered to the Participant pursuant to applicable securities laws) regarding the Company and the Subsidiaries, the Plan, and the PRSUs via Company web site or other electronic delivery.