BMC Stock Holdings, Inc. Common Stock Underwriting AgreementUnderwriting Agreement • May 24th, 2016 • BMC Stock Holdings, Inc. • Retail-lumber & other building materials dealers • New York
The stockholders named in Schedule II hereto (the “Selling Stockholders”) of BMC Stock Holdings, Inc., a Delaware corporation (the “Company”), severally and not jointly, propose, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Barclays Capital Inc. and Credit Suisse Securities (USA) LLC are acting as representatives (the “Representatives”), an aggregate of 5,700,000 shares of common stock, par value $0.01 per share, (“Stock”) of the Company (the “Firm Shares”) and, at the election of the Underwriters, the Company proposes to grant the Underwriters an option to purchase up to 855,000 additional shares of Stock (the “Optional Shares”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
FIRST SUPPLEMENT to REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 24th, 2016 • BMC Stock Holdings, Inc. • Retail-lumber & other building materials dealers
Reference is made to that certain Registration Rights Agreement, dated as of June 2, 2015 (the “Registration Rights Agreement”), by and among Stock Building Supply Holdings, Inc., a Delaware corporation (n/k/a BMC Stock Holdings, Inc.) (the “Company”) , and the stockholders of the Company listed in Schedule A thereto. Unless otherwise defined herein, capitalized terms shall have the definitions ascribed to them in the Registration Rights Agreement.
