Janus International Group, Inc. Sample Contracts

INDEMNITY AGREEMENT
Indemnity Agreement • March 29th, 2023 • Janus International Group, Inc. • Metal doors, sash, frames, moldings & trim • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November [●], 2019, by and between Juniper Industrial Holdings, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

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WARRANT AGREEMENT between JANUS INTERNATIONAL GROUP, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY
Warrant Agreement • August 10th, 2021 • Janus International Group, Inc. • Metal doors, sash, frames, moldings & trim • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 15, 2021, is by and between Janus International Group, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).

WARRANT AGREEMENT between JANUS INTERNATIONAL GROUP, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY
Warrant Agreement • March 29th, 2023 • Janus International Group, Inc. • Metal doors, sash, frames, moldings & trim • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 15, 2021, is by and between Janus International Group, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).

ABL CREDIT AND GUARANTEE AGREEMENT among JANUS INTERMEDIATE, LLC, as Holdings, JANUS INTERNATIONAL GROUP, LLC, as PARENT BORROWER, The Several Borrowers Party Hereto, The Subsidiary Guarantors Party Hereto, The Several Lenders from Time to Time...
Credit and Guarantee Agreement • August 4th, 2023 • Janus International Group, Inc. • Metal doors, sash, frames, moldings & trim

ABL CREDIT AND GUARANTEE AGREEMENT, dated as of August 3, 2023, among Janus International Group, LLC, a Delaware limited liability company (the “Parent Borrower”), the Persons party hereto as a “Borrower” from time to time (collectively, with the Parent Borrower, the “Borrower”), Janus Intermediate, LLC, a Delaware limited liability company (“Holdings”), the Subsidiary Guarantors from time to time party hereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent, Joint Lead Arranger and Joint Bookrunner, and each of the Lenders from time to time party hereto.

RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • March 15th, 2022 • Janus International Group, Inc. • Metal doors, sash, frames, moldings & trim • Delaware

Capitalized terms not specifically defined in this Agreement have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.

SUBSCRIPTION AGREEMENT
Subscription Agreement • March 29th, 2023 • Janus International Group, Inc. • Metal doors, sash, frames, moldings & trim

This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and among Juniper Industrial Holdings, Inc., a Delaware corporation (“JIH”), Janus Parent, Inc., a Delaware corporation (the “Company”), and the undersigned subscriber (the “Investor”), in connection with that certain Agreement and Plan of Merger, dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time, the “Transaction Agreement”), by and among JIH, the Company, JIH Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“JIH Merger Sub”), and the other parties thereto, pursuant to which, among other things, JIH Merger Sub will merge with and into JIH on the Closing Date, with JIH surviving as the surviving company and a wholly-owned subsidiary of the Company, on the terms and subject to the conditions set forth in the Transaction Agreement (the transactions contemplated by

OPEN MARKET SALE AGREEMENTSM
Open Market Sale • May 15th, 2023 • Janus International Group, Inc. • Metal doors, sash, frames, moldings & trim • New York
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Forma Condensed Combined Financial • June 14th, 2021 • Janus International Group, Inc. • Metal doors, sash, frames, moldings & trim

Janus Midco LLC (“Midco”, “Janus”, or the “Company”) is a holding company. Janus International Group, LLC is a wholly-owned subsidiary of Janus Intermediate, LLC (“Intermediate”). Intermediate is a wholly-owned subsidiary of Midco. On June 7, 2021, Juniper Industrial Holdings, Inc. (“JIH” or “Juniper”) and Janus consummated the previously announced Business Combination Agreement dated December 21, 2020. As a result of the Business Combination, JIH security holders, Midco equity holders and the Blockers became security holders of Janus Parent, Inc. (“Parent”). After the completion of the Transactions, Parent common stock and warrants began trading on the NYSE under the symbols “JBI,” and “JBI WS,” respectively and Parent became a publicly-listed entity. After giving effect to the Business Combination, Janus International Group, LLC now owns, directly or indirectly, all of the issued and outstanding equity interests of Janus and its subsidiaries and the Janus unit holders hold a portion

INCREMENTAL AMENDMENT NO. 2
Janus International Group, Inc. • September 29th, 2021 • Metal doors, sash, frames, moldings & trim • New York

This Incremental Amendment No. 2, dated as of August 12, 2019 (this “Amendment”), to that certain First Lien Credit and Guarantee Agreement, dated as of February 12, 2018 (as amended, restated, supplemented or otherwise modified from time to time immediately prior to the effectiveness of this Amendment, the “Credit Agreement”; the Credit Agreement, after giving effect to the effectiveness of this Amendment, the “Amended Credit Agreement”), by and among Janus Intermediate, LLC, a Delaware limited liability company (“Holdings”), Janus International Group, LLC, a Delaware limited liability company (the “Borrower”), the Subsidiary Guarantors party thereto, UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, the “Collateral Agent”), and the other financial institutions from time to time party thereto, is entered into by and among Holdings, the Borrower, the Subsidiary Guarantors party hereto, the Administrat

AMENDMENT TO BUSINESS COMBINATION AGREEMENT
Business Combination Agreement • March 29th, 2023 • Janus International Group, Inc. • Metal doors, sash, frames, moldings & trim

This Amendment (this “Amendment”) to that certain Business Combination Agreement, dated as of December 21, 2020, by and among (i) Janus Parent, Inc., a Delaware corporation (“Parent”), (ii) Juniper Industrial Holdings, Inc., a Delaware corporation (“JIH”), (iii) JIH Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent, (iv) Jade Blocker Merger Sub 1, Inc., a Delaware corporation and wholly-owned subsidiary of Parent, (v) Jade Blocker Merger Sub 2, Inc., a Delaware corporation and wholly-owned subsidiary of Parent, (vi) Jade Blocker Merger Sub 3, Inc., a Delaware corporation and wholly-owned subsidiary of Parent, (vii) Jade Blocker Merger Sub 4, Inc., a Delaware corporation and wholly-owned subsidiary of Parent, (viii) Jade Blocker Merger Sub 5, Inc., a Delaware corporation and wholly-owned subsidiary of Parent, (ix) Clearlake Capital Partners IV (AIV-Jupiter) Blocker, Inc., a Delaware corporation, (x) Clearlake Capital Partners IV (Offshore) (AIV-Jupiter) Bloc

INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • June 11th, 2021 • Janus International Group, Inc. • Metal doors, sash, frames, moldings & trim

THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is entered into as of June 7, 2021, by and among Janus International Group, Inc., a Delaware corporation (“Parent” or “Company”), Juniper Industrial Sponsor, LLC, a Delaware limited liability company (“SPAC Sponsor”), and the parties listed as Investors on Schedule I hereto (each, including any person or entity who hereafter becomes a party to this Agreement pursuant to Section 7.2, an “Investor” and collectively, the “Investors”).

INCREMENTAL AMENDMENT NO. 4
Janus International Group, Inc. • September 29th, 2021 • Metal doors, sash, frames, moldings & trim

This INCREMENTAL AMENDMENT NO. 4, dated as of August 18, 2021 (this “Amendment”), to that certain First Lien Credit and Guarantee Agreement, dated as of February 12, 2018 (as amended by that certain Incremental Amendment No. 1, dated as of March 1, 2019, that certain Incremental Amendment No. 2, dated as of August 12, 2019, and that certain Amendment No. 3, dated as of February 5, 2021, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior to the effectiveness of this Amendment, the “Credit Agreement”; the Credit Agreement, after giving effect to the effectiveness of this Amendment, the “Amended Credit Agreement”), by and among Janus Intermediate, LLC, a Delaware limited liability company (“Holdings”), Janus International Group, LLC, a Delaware limited liability company (the “Borrower”), the Subsidiary Guarantors from time to time party thereto, UBS AG, Stamford Branch, as Administrative Agent and Collateral Agent

AMENDMENT NO. 3
Janus International Group, Inc. • September 29th, 2021 • Metal doors, sash, frames, moldings & trim • New York

This Amendment No. 3, dated as of February 5, 2021 (this “Amendment”), to that certain First Lien Credit and Guarantee Agreement, dated as of February 12, 2018 (as amended by that certain Incremental Amendment No. 1, dated as of March 1, 2019, and that certain Incremental Amendment No. 2, dated as of August 12, 2019, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior to the effectiveness of this Amendment, the “Credit Agreement”; the Credit Agreement, after giving effect to the effectiveness of this Amendment, the “Amended Credit Agreement”), by and among Janus Intermediate, LLC, a Delaware limited liability company (“Holdings”), Janus International Group, LLC, a Delaware limited liability company (the “Borrower”), the Subsidiary Guarantors party thereto, UBS AG, Stamford Branch (“UBS”), as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, the “Collatera

AMENDMENT TO LETTER AGREEMENT
Letter Agreement • June 14th, 2021 • Janus International Group, Inc. • Metal doors, sash, frames, moldings & trim

This Amendment to the Letter Agreement (this “Amendment”) is made on June 7, 2021, by and among Juniper Industrial Holdings, Inc., a Delaware corporation (“JIH” or the “Company”), Juniper Industrial Sponsor, LLC (the “SPAC Sponsor”) and the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team (collectively, the “Insiders” and, together with the Company and the SPAC Sponsor, the “Parties”).

FIRST LIEN CREDIT AND GUARANTEE AGREEMENT among JANUS INTERNATIONAL GROUP, LLC, as the Borrower, JANUS INTERMEDIATE, LLC, as Holdings, The Several Lenders from Time to Time Parties Hereto and UBS AG, STAMFORD BRANCH, as Administrative Agent and...
Credit and Guarantee Agreement • September 29th, 2021 • Janus International Group, Inc. • Metal doors, sash, frames, moldings & trim

FIRST LIEN CREDIT AND GUARANTEE AGREEMENT, dated as of February 12, 2018, among Janus International Group, LLC, a Delaware limited liability company (the “Borrower”), Janus Intermediate, LLC, a Delaware limited liability company (“Holdings”), the Subsidiary Guarantors from time to time party hereto, UBS AG, Stamford Branch, as Administrative Agent and Collateral Agent, and each of the Lenders from time to time party hereto.

LOCK-UP AGREEMENT
Lock-Up Agreement • February 8th, 2021 • Janus Parent, Inc. • Delaware

This Lock-Up Agreement (this “Agreement”), dated as of [•], 2021 (the “Effective Time”), is entered into by and among Janus Parent, Inc., a Delaware corporation (the “Company”), and Clearlake Capital Group, L.P., a Delaware limited partnership (the “Sponsor”). Capitalized terms used but not otherwise defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement, dated as of December 21, 2020, by and among (i) Parent, (ii) JIH, (iii) JIH Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“JIH Merger Sub”), (iv) Jade Blocker Merger Sub 1, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Blocker Merger Sub 1”), (v) Jade Blocker Merger Sub 2, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Blocker Merger Sub 2”), (vi) Jade Blocker Merger Sub 3, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Blocker Merger Sub 3”), (vii) Jade Blocker Merger Sub 4, Inc., a

AMENDMENT NUMBER TWO TO ABL CREDIT AND GUARANTEE AGREEMENT
Credit and Guarantee Agreement • September 29th, 2021 • Janus International Group, Inc. • Metal doors, sash, frames, moldings & trim • New York

This AMENDMENT NUMBER TWO TO ABL CREDIT AND GUARANTEE AGREEMENT (this “Amendment”), dated as of August 18, 2021, is entered into by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent and administrative agent (in such capacity, together with its successors and assigns in such capacity, “Administrative Agent”) for the Lenders (as defined below), JANUS INTERNATIONAL GROUP, LLC, a Delaware limited liability company (the “Parent Borrower”), the Persons party to the Credit Agreement (as defined below) as a “Borrower” from time to time (collectively, with the Parent Borrower, each, a “Borrower” and, collectively, the “Borrowers”), the other Guarantors from time to time party to the Credit Agreement, JANUS INTERMEDIATE, LLC, a Delaware limited liability company (“Holdings”), and each of the Lenders from time to time party to the Credit Agreement.

FORM OF INVESTOR RIGHTS AGREEMENT
Addendum Agreement • February 8th, 2021 • Janus Parent, Inc.

THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 2021, by and among Janus Parent, Inc., a Delaware corporation (“Parent” or “Company”), Juniper Industrial Sponsor, LLC, a Delaware limited liability company (“SPAC Sponsor”), and the parties listed as Investors on Schedule I hereto (each, including any person or entity who hereafter becomes a party to this Agreement pursuant to Section 7.2, an “Investor” and collectively, the “Investors”).

June 16, 2022 Via Email Anselm Wong Dear Anselm:
Janus International Group, Inc. • June 23rd, 2022 • Metal doors, sash, frames, moldings & trim • Georgia

On behalf of Janus International Group, Inc., a Delaware corporation (the “Company”), I am pleased to extend this offer of employment to serve as Executive Vice President and Chief Financial Officer of the Company. We anticipate your employment beginning on July 1, 2022 (your “Start Date”). This letter (this “Agreement”) sets forth the terms of your employment by the Company.

AMENDMENT TO BUSINESS COMBINATION AGREEMENT
Business Combination Agreement • April 6th, 2021 • Janus Parent, Inc. • Metal doors, sash, frames, moldings & trim

This Amendment (this “Amendment”) to that certain Business Combination Agreement, dated as of December 21, 2020, by and among (i) Janus Parent, Inc., a Delaware corporation (“Parent”), (ii) Juniper Industrial Holdings, Inc., a Delaware corporation (“JIH”), (iii) JIH Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent, (iv) Jade Blocker Merger Sub 1, Inc., a Delaware corporation and wholly-owned subsidiary of Parent, (v) Jade Blocker Merger Sub 2, Inc., a Delaware corporation and wholly-owned subsidiary of Parent, (vi) Jade Blocker Merger Sub 3, Inc., a Delaware corporation and wholly-owned subsidiary of Parent, (vii) Jade Blocker Merger Sub 4, Inc., a Delaware corporation and wholly-owned subsidiary of Parent, (viii) Jade Blocker Merger Sub 5, Inc., a Delaware corporation and wholly-owned subsidiary of Parent, (ix) Clearlake Capital Partners IV (AIV-Jupiter) Blocker, Inc., a Delaware corporation, (x) Clearlake Capital Partners IV (Offshore) (AIV-Jupiter) Bloc

AMENDMENT TO REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT
Registration and Stockholder Rights Agreement • June 14th, 2021 • Janus International Group, Inc. • Metal doors, sash, frames, moldings & trim

This Amendment (this “Amendment”) to the Registration and Stockholder Rights Agreement, dated November 13, 2019, among the Company and the Sponsor and certain directors of the Company the “Registration Rights Agreement”), is made on June 7, 2021, by and among Juniper Industrial Holdings, Inc., a Delaware corporation (“JIH” or the “Company”), Juniper Industrial Sponsor, LLC (the “Sponsor”) and the undersigned individuals, (collectively, the “Parties”).

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AMENDMENT NUMBER ONE TO ABL CREDIT AND GUARANTEE AGREEMENT
Abl Credit and Guarantee Agreement • September 29th, 2021 • Janus International Group, Inc. • Metal doors, sash, frames, moldings & trim • New York

This AMENDMENT NUMBER ONE TO ABL CREDIT AND GUARANTEE AGREEMENT (this “Amendment”), dated as of May 28, 2021, is entered into by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent and administrative agent (in such capacity, together with its successors and assigns in such capacity, “Administrative Agent”) for the Lenders (as defined below), JANUS INTERNATIONAL GROUP, LLC, a Delaware limited liability company (the “Parent Borrower”), the Persons party to the Credit Agreement (as defined below) as a “Borrower” from time to time (collectively, with the Parent Borrower, each a “Borrower” and collectively, the “Borrowers”), the other Guarantors from time to time party to the Credit Agreement (as defined below), JANUS INTERMEDIATE, LLC, a Delaware limited liability company, and each of the Lenders from time to time party to the Credit Agreement.

INCREMENTAL AMENDMENT NO. 1
Janus International Group, Inc. • September 29th, 2021 • Metal doors, sash, frames, moldings & trim • New York

This Incremental Amendment No. 1, dated as of March 1, 2019 (this “Amendment”), to that certain First Lien Credit and Guarantee Agreement, dated as of February 12, 2018 (as amended, restated, supplemented or otherwise modified from time to time immediately prior to the effectiveness of this Amendment, the “Credit Agreement”; the Credit Agreement, after giving effect to the effectiveness of this Amendment, the “Amended Credit Agreement”), by and among Janus Intermediate, LLC, a Delaware limited liability company (“Holdings”), Janus International Group, LLC, a Delaware limited liability company (the “Borrower”), the Subsidiary Guarantors party thereto, UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, the “Collateral Agent”), and the other financial institutions from time to time party thereto, is entered into by and among Holdings, the Borrower, the Subsidiary Guarantors party hereto, the Administrativ

AMENDMENT NO. 6
Janus International Group, Inc. • August 4th, 2023 • Metal doors, sash, frames, moldings & trim

This Amendment No. 6, dated as of August 3, 2023 (this “Amendment”), to that certain First Lien Credit and Guarantee Agreement, dated as of February 12, 2018 (as amended by that certain Incremental Amendment No. 1, dated as of March 1, 2019, that certain Incremental Amendment No. 2, dated as of August 12, 2019, that certain Amendment No. 3, dated as of February 5, 2021, and that certain Incremental Amendment, dated as of August 18, 2021, that certain Amendment No. 5, dated as of June 20, 2023, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior to the effectiveness of this Amendment, the “Credit Agreement”; the Credit Agreement, after giving effect to the effectiveness of this Amendment, the “Amended Credit Agreement”), by and among Janus Intermediate, LLC, a Delaware limited liability company (“Holdings”), Janus International Group, LLC, a Delaware limited liability company (the “Borrower”), the Subsidiary Guar

ABL CREDIT AND GUARANTEE AGREEMENT among JANUS INTERMEDIATE, LLC, as Holdings, JANUS INTERNATIONAL GROUP, LLC, as PARENT BORROWER, The Several Borrowers Party Hereto, The Subsidiary Guarantors Party Hereto, The Several Lenders from Time to Time...
Abl Credit and Guarantee Agreement • September 29th, 2021 • Janus International Group, Inc. • Metal doors, sash, frames, moldings & trim

ABL CREDIT AND GUARANTEE AGREEMENT, dated as of February 12, 2018, among Janus International Group, LLC, a Delaware limited liability company (the “Parent Borrower”), the Persons party hereto as a “Borrower” from time to time (collectively, with the Parent Borrower, the “Borrower”), Janus Intermediate, LLC, a Delaware limited liability company (“Holdings”), the other the Subsidiary Guarantors from time to time party hereto, Wells Fargo Bank, National Association, as Administrative Agent, Collateral Agent, Lead Arranger and Bookrunner, and each of the Lenders from time to time party hereto.

LOCK-UP AGREEMENT
Lock-Up Agreement • June 14th, 2021 • Janus International Group, Inc. • Metal doors, sash, frames, moldings & trim • Delaware

This Lock-Up Agreement (this “Agreement”), dated as of June 7, 2021 (the “Effective Time”), is entered into by and among Janus Parent, Inc., a Delaware corporation (the “Company”), and Clearlake Capital Partners V, L.P., a Delaware limited partnership, Clearlake Capital Partners V (USTE), L.P., a Delaware limited partnership, Clearlake Capital Partners V (Offshore), L.P., a Delaware limited partnership, Clearlake Capital Partners IV (Offshore), L.P., a Delaware limited partnership, and Clearlake Capital Partners IV (AIV-Jupiter) USTE, L.P., a Delaware limited partnership (each a “Sponsor” and together the “Sponsors”). Capitalized terms used but not otherwise defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement, dated as of December 21, 2020, by and among (i) Parent, (ii) the Company, (iii) JIH Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“JIH Merger Sub”), (iv) Jade Blocker Merger Sub 1, Inc., a D

TRANSITION & SEPARATION AGREEMENT
Transition & Separation Agreement • June 23rd, 2022 • Janus International Group, Inc. • Metal doors, sash, frames, moldings & trim • Delaware

This TRANSITION & SEPARATION AGREEMENT (this “Agreement”) is made, as of the Effective Date (as defined herein), by and among Scott Sannes (“Employee”), Janus International Group, Inc., a Delaware corporation (the “Company”), and with respect to Section 2(b) only, each of Janus International Group, LLC, a Delaware limited liability company (“Janus”) and Janus Midco, LLC, a Delaware limited liability company (“Midco”). Employee and the Company are referred to herein individually as a “Party” and collectively as the “Parties.”

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