AGREEMENT AND PLAN OF MERGER by and among CAMELOT RETURN INTERMEDIATE HOLDINGS, LLC, CAMELOT RETURN MERGER SUB, INC., and CORNERSTONE BUILDING BRANDS, INC. Dated as of March 5, 2022Agreement and Plan of Merger • March 8th, 2022 • CD&R Associates VIII, Ltd. • Prefabricated metal buildings & components • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 5, 2022, is by and among Camelot Return Intermediate Holdings, LLC, a Delaware limited liability company (“Parent”), Camelot Return Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Cornerstone Building Brands, Inc., a Delaware corporation (the “Company,” with the Company and Merger Sub sometimes being hereinafter collectively referred to as the “Constituent Corporations”). Parent, the Company and Merger Sub are referred to herein as the “Parties” and each, a “Party.”
AGREEMENT AND PLAN OF MERGER among CDRT Acquisition Corporation CDRT Merger Sub, Inc. and Emergency Medical Services Corporation Dated as of February 13, 2011Agreement and Plan of Merger • February 23rd, 2011 • CD&R Associates VIII, Ltd. • Local & suburban transit & interurban hwy passenger trans • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of February 13, 2011 (this “Agreement”), among CDRT Acquisition Corporation, a Delaware corporation (“Parent”), CDRT Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Sub”), and Emergency Medical Services Corporation, a Delaware corporation (the “Company”).
8,500,000 Shares NCI BUILDING SYSTEMS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 17th, 2014 • CD&R Associates VIII, Ltd. • Prefabricated metal buildings & components • New York
The stockholders of NCI Building Systems, Inc., a Delaware corporation (the “Company”), named in Schedule I hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the several Underwriters named in Schedule II hereto (the “Underwriters”) an aggregate of 8,500,000 shares of Common Stock, par value $0.01 per share (“Stock”), of the Company, and, at the election of the Underwriters, up to 1,275,000 additional shares of Stock. The aggregate of 8,500,000 shares of Stock to be sold by the Selling Stockholders is herein called the “Firm Shares” and the aggregate of 1,275,000 additional shares of Stock to be sold by the Selling Stockholders at the election of the Underwriters is herein called the “Optional Shares.” The Firm Shares and the Optional Shares are herein collectively called the “Shares.” Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc. and RBC Capital Markets, LLC have agreed to act as the representatives of the sev
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 30th, 2009 • CD&R Associates VIII, Ltd. • Prefabricated metal buildings & components • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of October 20, 2009 (as it may be amended from time to time, this “Agreement”), is made among NCI Building Systems, Inc., a Delaware Corporation (the “Company”), Clayton, Dubilier & Rice Fund VIII, L.P., a Cayman Islands exempted limited partnership (“CD&R Fund VIII”), CD&R Friends & Family Fund VIII, L.P., a Cayman Islands exempted limited partnership (“CD&R FF Fund VIII,” and together with CD&R Fund VIII, the “Initial Investors”) and any other stockholder of the Company that may become a party to this Agreement pursuant to the terms hereof.
STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • January 17th, 2014 • CD&R Associates VIII, Ltd. • Prefabricated metal buildings & components • New York
THIS STOCK REPURCHASE AGREEMENT (this “Agreement”) is entered into as of January 6, 2014 by and among NCI Building Systems, Inc., a Delaware corporation (the “Company”), and the stockholders of the Company listed on Schedule A to this Agreement (collectively, the “Investors”).
Joint Filing AgreementJoint Filing Agreement • June 17th, 2011 • CD&R Associates VIII, Ltd. • Prefabricated metal buildings & components
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D/A to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below.
STOCKHOLDERS AGREEMENT BY AND BETWEEN NCI BUILDING SYSTEMS, INC., CLAYTON, DUBILIER & RICE FUND VIII, L.P. AND CD&R FRIENDS & FAMILY FUND VIII, L.P. DATED AS OF OCTOBER 20, 2009Stockholders Agreement • October 30th, 2009 • CD&R Associates VIII, Ltd. • Prefabricated metal buildings & components • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of October 20, 2009, is made by and among NCI Building Systems, Inc., a Delaware corporation, Clayton, Dubilier & Rice Fund VIII, L.P., a Cayman exempted limited partnership (“CD&R Fund VIII”), and CD&R Friends & Family Fund VIII, L.P., a Cayman Islands exempted limited partnership (“CD&R FF Fund VIII,” and together with CD&R Fund VIII, the “Initial Investors”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 30th, 2009 • CD&R Associates VIII, Ltd. • Prefabricated metal buildings & components • Delaware
This INDEMNIFICATION AGREEMENT, dated as of October 20, 2009 (this “Agreement”), is among NCI Building Systems, Inc., a Delaware corporation (the “Company”), NCI Group, Inc, a Nevada corporation, and Robertson-Ceco II Corporation, a Delaware corporation (collectively, with the Company, the “Company Entities”), Clayton, Dubilier & Rice Fund VIII, L.P., a Cayman Islands exempted limited partnership (the “Fund”), CD&R Friends & Family Fund VIII, L.P., a Cayman Islands exempted limited partnership (the “Other Investor”), and Clayton, Dubilier & Rice, Inc., a Delaware corporation (“Manager”). Capitalized terms used herein without definition have the meanings set forth in Section 1 of this Agreement.
UNITHOLDERS AGREEMENTUnitholders Agreement • February 23rd, 2011 • CD&R Associates VIII, Ltd. • Local & suburban transit & interurban hwy passenger trans • Delaware
UNITHOLDERS AGREEMENT (this “Agreement”), dated as of February 13, 2011, by and among CDRT Acquisition Corporation, a Delaware corporation (“Parent”), CDRT Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Sub”), Emergency Medical Services Corporation, a Delaware corporation (the “Company”), Emergency Medical Services L.P., a Delaware limited partnership (“EMS LP”), Onex Corporation, a corporation existing under the laws of Canada, solely in its capacity as Trustee (the “Trustee”) under the Voting and Exchange Trust Agreement, dated as of December 20, 2005, among the Company, EMS LP and the Trustee (the “Trust Agreement”), and the limited partners of EMS LP listed on the signature pages hereto (each a “Limited Partner”).
Joint Filing AgreementJoint Filing Agreement • July 6th, 2012 • CD&R Associates VIII, Ltd. • Prefabricated metal buildings & components
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D/A to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below.
Joint Filing AgreementJoint Filing Agreement • November 20th, 2018 • CD&R Associates VIII, Ltd. • Prefabricated metal buildings & components
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below.
AMENDMENT No. 3Investment Agreement • October 30th, 2009 • CD&R Associates VIII, Ltd. • Prefabricated metal buildings & components
This AMENDMENT No. 3 (this “Amendment No. 3”), dated as of October 8, 2009, to the Investment Agreement, dated as of August 14, 2009, by and between NCI BUILDING SYSTEMS, INC., a Delaware corporation, and CLAYTON, DUBILIER & RICE FUND VIII, L.P., a Cayman exempted limited partnership (the “Investor”), as amended by that Amendment, dated August 28, 2009, by and between the Company and the Investor and by that Amendment No. 2, dated as of August 31, 2009, by and between the Company and the Investor (as so amended, the “Investment Agreement”).
Joint Filing AgreementJoint Filing Agreement • January 17th, 2014 • CD&R Associates VIII, Ltd. • Prefabricated metal buildings & components
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D/A to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below.
INVESTMENT AGREEMENT BY AND BETWEEN NCI BUILDING SYSTEMS, INC. AND CLAYTON, DUBILIER & RICE FUND VIII, L.P. DATED AS OF AUGUST 14, 2009Investment Agreement • October 30th, 2009 • CD&R Associates VIII, Ltd. • Prefabricated metal buildings & components • Delaware
THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of August 14, 2009, is made by and among NCI BUILDING SYSTEMS, INC., a Delaware corporation, and CLAYTON, DUBILIER & RICE FUND VIII, L.P., a Cayman exempted limited partnership (the “Investor”).
Clayton, Dubilier & Rice Fund VIII, L.P. CD&R Friends & Family Fund VIII, L.P. CD&R Pisces Holdings, L.P. c/o Clayton, Dubilier & Rice, Inc.CD&R Associates VIII, Ltd. • February 14th, 2022 • Prefabricated metal buildings & components • Delaware
Joint Filing AgreementJoint Filing Agreement • February 23rd, 2011 • CD&R Associates VIII, Ltd. • Local & suburban transit & interurban hwy passenger trans
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below.
AMENDMENT No. 2 TO INVESTMENT AGREEMENT BY AND BETWEEN NCI BUILDING SYSTEMS, INC. AND CLAYTON, DUBILIER & RICE FUND VIII, L.P.Investment Agreement • October 30th, 2009 • CD&R Associates VIII, Ltd. • Prefabricated metal buildings & components
This AMENDMENT No. 2 (this “Amendment No. 2”), dated as of August 31, 2009, to the Investment Agreement, dated as of August 14, 2009, by and between NCI BUILDING SYSTEMS, INC., a Delaware corporation, and CLAYTON, DUBILIER & RICE FUND VIII, L.P., a Cayman exempted limited partnership (the “Investor”), as amended by that Amendment, dated August 28, 2009, by and between the Company and the Investor (as so amended, the “Investment Agreement”).
Joint Filing AgreementJoint Filing Agreement • September 19th, 2011 • CD&R Associates VIII, Ltd. • Prefabricated metal buildings & components
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D/A to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below.
Joint Filing AgreementJoint Filing Agreement • July 23rd, 2018 • CD&R Associates VIII, Ltd. • Prefabricated metal buildings & components
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D/A to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below.
Assignment AgreementAssignment Agreement • October 30th, 2009 • CD&R Associates VIII, Ltd. • Prefabricated metal buildings & components
Pursuant to Section 12 of the Investment Agreement between Clayton, Dubilier & Rice Fund VIII, L.P. (“Assignor”) and NCI Building Systems, Inc. (the “Company”), dated August 14, 2009 (as amended, the “Investment Agreement”), the Assignor hereby assigns to CD&R Friends & Family Fund VIII, L.P. (“Assignee”) its right to purchase 349 shares of Series B Cumulative Convertible Participating Preferred Stock, par value $1.00 per share (the “Shares”) of the Company.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • March 8th, 2022 • CD&R Associates VIII, Ltd. • Prefabricated metal buildings & components • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of March 5, 2022, is entered into by and among Cornerstone Building Brands, Inc., a Delaware corporation (the “Company”), CD&R Pisces Holdings, L.P., a Cayman Islands exempted limited partnership (“Acquirer CD&R Fund”), Clayton, Dubilier & Rice Fund VIII, L.P., a Cayman Islands exempted limited partnership (“CD&R Fund VIII”), CD&R Friends & Family Fund VIII, L.P., a Cayman Islands exempted limited partnership (“CD&R FF Fund VIII” and, together with CD&R Fund VIII, the “Selling CD&R Funds”), Clayton, Dubilier & Rice, LLC, a Delaware limited liability company (“CD&R, LLC,” and together with Acquirer CD&R Fund and the Selling CD&R Funds, the “Stockholders”), and, solely for purposes of Section 3 hereof, Clayton, Dubilier & Rice Fund X, L.P., a Cayman Islands exempted limited partnership (“CD&R Fund X”). Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement (as defined below
JOINDER AGREEMENTJoinder Agreement • October 30th, 2009 • CD&R Associates VIII, Ltd. • Prefabricated metal buildings & components • Delaware
JOINDER AGREEMENT, dated as of October 20, 2009, by and between NCI Building Systems, Inc., a Delaware Corporation (the “Company”), and CD&R Friends & Family Fund VIII, L.P., a Cayman Islands exempted limited partnership (the “Joining Entity”).
Share Transfer Agreement Effective as of January 4, 2010Share Transfer Agreement • March 29th, 2010 • CD&R Associates VIII, Ltd. • Prefabricated metal buildings & components
Pursuant to sections 4.6(b)(ii), 4.6(e) and 10.2(c) of the Primary Fund Agreement and sections 4.1(a) and 10.2(b) of the F&F Fund Agreement, the Primary Fund hereby transfers all of its right, title and interest in and to 282 shares of NCI Building Systems, Inc. (“NCI”), effective as of January 4, 2010, to the F&F Fund, with the result that the F&F Fund holds an aggregate of 631 shares of NCI as of such date.
Joint Filing AgreementJoint Filing Agreement • October 12th, 2011 • CD&R Associates VIII, Ltd. • Converted paper & paperboard prods (no contaners/boxes)
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13G to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below.
AMENDMENT TO INVESTMENT AGREEMENT BY AND BETWEEN NCI BUILDING SYSTEMS, INC. AND CLAYTON, DUBILIER & RICE FUND VIII, L.P. Dated as of August 28, 2009Investment Agreement • October 30th, 2009 • CD&R Associates VIII, Ltd. • Prefabricated metal buildings & components
Joint Filing AgreementJoint Filing Agreement • September 17th, 2010 • CD&R Associates VIII, Ltd. • Prefabricated metal buildings & components
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D/A to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below.
Joint Filing AgreementJoint Filing Agreement • January 23rd, 2012 • CD&R Associates VIII, Ltd. • Converted paper & paperboard prods (no contaners/boxes)
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13G to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below.
Joint Filing AgreementJoint Filing Agreement • July 27th, 2016 • CD&R Associates VIII, Ltd. • Prefabricated metal buildings & components
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D/A to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below.
AMENDMENT No. 4 TO INVESTMENT AGREEMENT BY AND BETWEEN NCI BUILDING SYSTEMS, INC. AND CLAYTON, DUBILIER & RICE FUND VIII, L.P.Investment Agreement • October 30th, 2009 • CD&R Associates VIII, Ltd. • Prefabricated metal buildings & components
This AMENDMENT No. 4 (this “Amendment No. 4”), dated as of October 16, 2009, to the Investment Agreement, dated as of August 14, 2009, by and between NCI BUILDING SYSTEMS, INC., a Delaware corporation, and CLAYTON, DUBILIER & RICE FUND VIII, L.P., a Cayman exempted limited partnership (the “Investor”), as amended by that Amendment, dated August 28, 2009, by and between the Company and the Investor, by that Amendment No. 2, dated as of August 31, 2009, by and between the Company and the Investor and by that Amendment No. 3, dated as of October 8, 2009, by and between the Company and the Investor (as so amended, the “Investment Agreement”).
Joint Filing AgreementJoint Filing Agreement • June 16th, 2010 • CD&R Associates VIII, Ltd. • Prefabricated metal buildings & components
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D/A to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below.
Joint Filing AgreementJoint Filing Agreement • December 19th, 2011 • CD&R Associates VIII, Ltd. • Prefabricated metal buildings & components
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D/A to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below.
