Ply Gem Holdings, Inc. [—] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • May 13th, 2013 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • New York
Ply Gem Holdings, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (collectively, the “Representatives”), an aggregate of [—] shares of common stock, par value $.01 per share, of the Company (the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional [—] shares of common stock of the Company (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
INDEMNIFICATION AGREEMENT by and between PLY GEM HOLDINGS, INC. and as Indemnitee Dated as of [ ], 2013Indemnification Agreement • May 13th, 2013 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [ ], 2013, by and among Ply Gem Holdings, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in Article 1.
REGISTRATION RIGHTS AGREEMENT by and among PLY GEM HOLDINGS, INC. and the STOCKHOLDERS named herein Dated: , 2013Registration Rights Agreement • May 13th, 2013 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • New York
REGISTRATION RIGHTS AGREEMENT, dated as of , 2013, by and among Ply Gem Holdings, Inc., a Delaware corporation (the “Company”), and the stockholders that are party to this Agreement from time to time, as set forth on the signature page hereto (each, a “Designated Stockholder”).
TAX RECEIVABLE AGREEMENT between PLY GEM HOLDINGS, INC. and PG ITR HOLDCO, L.P. Dated as of [—], 2013Tax Receivable Agreement • May 13th, 2013 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • New York
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [—], 2013, is hereby entered into by and among Ply Gem Holdings, Inc., a Delaware corporation (the “Corporate Taxpayer”) and PG ITR Holdco, L.P., a Delaware limited partnership (the “ITR Entity”), and each of the successors and assigns thereto. This Agreement shall be effective as of the date of the closing date of the IPO (as defined below) (the “IPO Date”).
THIRD AMENDED AND RESTATED TAX SHARING AGREEMENTTax Sharing Agreement • May 13th, 2013 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • Delaware
THIS THIRD AMENDED AND RESTATED TAX SHARING AGREEMENT (the “Agreement”), dated as of [—], 2013, is entered into between Ply Gem Holdings, Inc., a Delaware corporation (“Parent”), and Ply Gem Industries, Inc., a Delaware corporation and a wholly owned subsidiary of Holdings (“Industries” or the “Subsidiary”).
SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT by and among PLY GEM HOLDINGS, INC., PLY GEM PRIME HOLDINGS, INC., CAXTON-ISEMAN (PLY GEM), L.P., CAXTON-ISEMAN (PLY GEM) II, L.P., THE MANAGEMENT STOCKHOLDERS NAMED HEREIN and RAJACONDA HOLDINGS,...Stockholders’ Agreement • May 13th, 2013 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • Delaware
This SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of [—], 2013, by and among Ply Gem Holdings, Inc., a Delaware corporation (the “Company”), Ply Gem Prime Holdings, Inc. (“Ply Gem Prime Holdings”), Caxton-Iseman (Ply Gem), L.P., a Delaware limited partnership (“Ply Gem I”), Caxton-Iseman (Ply Gem) II, L.P., a Delaware limited partnership (“Ply Gem II,” together with Ply Gem I, the “CI Partnerships”), the persons listed on the signature pages hereof under “Management Stockholders” (together with the Persons who become “Management Stockholders” pursuant to Section 4.2(a), the “Management Stockholders” and, together with the CI Partnerships and all CI Distributee Stockholders (as defined herein), the “Pre-IPO Stockholders”) and, for purposes of Sections 2.1(j), 2.2, 3.1, 4.1, 6.3, 6.17 and 6.18 only, Rajaconda Holdings, Inc. (the “CI General Partner”). Capitalized terms used herein and not
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 13th, 2013 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of [—], 2013, by and between Ply Gem Prime Holdings, Inc., a Delaware corporation (“Prime Holdings”), and Ply Gem Holdings, Inc., a Delaware corporation (“Holdings”).
FORM OF TRANSFER RESTRICTION AGREEMENT by and between PLY GEM HOLDINGS, INC. and THE STOCKHOLDER PARTY HERETO Dated as of [—], 2013Joinder Agreement • May 13th, 2013 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • Delaware
This TRANSFER RESTRICTION AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of [—], 2013, by and between Ply Gem Holdings, Inc., a Delaware corporation (the “Company”) and the Stockholder party hereto (the “Stockholder”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in Section 1.1. This Agreement shall be effective as of the date of the effective time of the Reorganization Merger (as defined in the recitals below) (the “Effective Date”).
CxCIC, LLCPly Gem Holdings Inc • May 13th, 2013 • Millwood, veneer, plywood, & structural wood members
We refer to the Advisory Agreement, dated as of February 12, 2004, as amended by Amendment No. 1 to Advisory Agreement, dated as of November 6, 2012 (as amended, the “Advisory Agreement”), by and between Ply Gem Industries, Inc. (the “Company”) and CxCIC, LLC (“CIC”). This letter evidences the agreement of the Company and CIC with respect to the termination of the Advisory Agreement and the consequences thereof in connection with the consummation of the initial public offering of common stock (the “IPO” and, the consummation of the IPO, the “IPO Closing”) of Ply Gem Holdings, Inc., the parent company of the Company (“Holdings”).
