WARRANT AGREEMENT between JANUS INTERNATIONAL GROUP, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • June 14th, 2021 • Janus International Group, Inc. • Metal doors, sash, frames, moldings & trim • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of June 7, 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”).
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONForma 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
LOCK-UP AGREEMENTLock-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
