X0206 3 2018-05-03 0 0001718227 Construction Partners, Inc. ROAD 0001739309 McKay Michael H 290 HEALTHWEST DRIVE, SUITE 2 DOTHAN AL 36303 1 0 0 0 Class B Common Stock Class A Common Stock 35406 D Each share of Class B Common Stock, par value $0.001 per share ("Class B Common Stock"), of Construction Partners, Inc. (the "Issuer") is convertible at any time at the option of the holder thereof into one share of Class A Common Stock, par value $0.001 per share ("Class A Common Stock") of the Issuer. In addition, upon the election of the holders of a majority of the then-outstanding shares of Class B Common Stock, all outstanding shares of Class B Common Stock will be converted into shares of Class A Common Stock. Further, each share of Class B Common Stock will automatically convert into one share of Class A Common Stock upon any transfer, whether or not for value, except upon certain transfers described in the Issuer's amended and restated certificate of incorporation. (Continued from Footnote 1) The holders of Class A Common Stock and Class B Common Stock vote as a single class on all matters submitted to a vote of stockholders. The holders of Class A Common Stock are entitled to one vote per share and the holders of the Class B Common Stock are entitled to 10 votes per share. The shares of Class B Common Stock do not expire. Exhibit List Exhibit 24 - Confirming Statement /s/ R. Alan Palmer, attorney-in-fact 2018-05-03