REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 22nd, 2010 • Building Products, LLC • Retail-lumber & other building materials dealers • Delaware
This REGISTRATION RIGHTS AGREEMENT (“Agreement”), dated as of January 21, 2010, is made by and among JLL Partners Fund V, L.P., a Delaware limited partnership (“JLL Fund V”), and Warburg Pincus Private Equity IX, L.P., a Delaware limited partnership (“Warburg Pincus”) (each of JLL Fund V and Warburg Pincus, an “Investor,” and collectively, the “Investors”), and Builders FirstSource, Inc., a Delaware corporation (the “Company”).
INVESTMENT AGREEMENTInvestment Agreement • October 26th, 2009 • Building Products, LLC • Retail-lumber & other building materials dealers • Delaware
This INVESTMENT AGREEMENT (this “Agreement”), dated as of October 23, 2009, is made by and among JLL Partners Fund V, L.P., a Delaware limited partnership (“JLL Fund V”), and Warburg Pincus Private Equity IX, L.P., a Delaware limited partnership (“Warburg Pincus”) (each of JLL Fund V and Warburg Pincus, an “Investor,” and collectively, the “Investors”), and Builders FirstSource, Inc., a Delaware corporation (the “Company”). Capitalized terms used in this Agreement have the meanings assigned thereto in the sections indicated on Schedule I hereto.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF JWP LLCLimited Liability Company Agreement • September 1st, 2009 • Building Products, LLC • Retail-lumber & other building materials dealers • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of JWP LLC (the “Company”) is made and entered into as of this 31st day of August, 2009, by and among JLL Partners Fund V, L.P., a limited partnership organized under the laws of the State of Delaware (“JLL Fund V” and, collectively with any Affiliate or Affiliates (as hereinafter defined) of JLL Fund V to which JLL Fund V Transfers Interests (as hereinafter defined) pursuant to Section 8.1 hereof, the “JLL Members”), Warburg Pincus Private Equity IX, L.P., a limited partnership organized under the laws of the State of Delaware (“WP” and, collectively with any Affiliate or Affiliates of WP to which WP Transfers Interests pursuant to Section 8.1 hereof, the “WP Members”), and each individual or business entity subsequently admitted as a member of the Company pursuant to the terms of this Agreement. JLL Fund V, WP and any Affiliates of JLL Fund V or WP to which Interests are Transferred and who are subsequen
JOINT FILING AGREEMENTJoint Filing Agreement • January 22nd, 2010 • Building Products, LLC • Retail-lumber & other building materials dealers
This agreement may be executed in one or more counterparts, each of which shall be considered an original counterpart, and shall become a binding agreement when each of the parties designated as signatories has executed one counterpart.
JOINT FILING AGREEMENTJoint Filing Agreement • June 24th, 2010 • Building Products, LLC • Retail-lumber & other building materials dealers
This agreement may be executed in one or more counterparts, each of which shall be considered an original counterpart, and shall become a binding agreement when each of the parties designated as signatories has executed one counterpart.
STOCKHOLDERS’ AGREEMENTStockholders Agreement • June 24th, 2010 • Building Products, LLC • Retail-lumber & other building materials dealers • Delaware
This STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of June 22, 2010, is by and between JLL Building Holdings, LLC, a Delaware limited liability company (“JLL Holdings”) and a wholly-owned subsidiary of JLL Partners Fund V, L.P., a Delaware limited partnership (“JLL Fund V”), and Warburg Pincus Private Equity IX, L.P., a Delaware limited partnership (“Warburg Pincus”). JLL Holdings and Warburg Pincus are referred to individually as a “Stockholder” and collectively as the “Stockholders.”
