Exhibit 10.12
SEPARATION AGREEMENT AND RELEASE
This Separation Agreement and Release (this "Agreement") is
entered into as of December 19, 2008, by and among Xxxxx Xxxxxxxx ("Xx.
Xxxxxxxx"), KF Equities, a Pennsylvania general partnership ("KF") and CPG
International I Inc. (formerly known as Compression Polymers Holding
Corporation), a Delaware corporation ("CPG International I"), and its
wholly owned subsidiaries, Scranton Products Inc. (formerly known as
Compression Polymers Corp.), a Delaware corporation ("Scranton"), and AZEK
Building Products Inc. (formerly known as Vycom Corp.), a Delaware
corporation ("AZEK") (Scranton and AZEK, collectively, the "Subsidiaries"
and individually a "Subsidiary" and, together with CPG International I, the
"Companies"), and CPG International Holdings LP (formerly known as
Compression Polymers Holding I LP), a Delaware limited partnership ("CPG
LP") (each of Xx. Xxxxxxxx, XX, the Companies and CPG LP, a "Party" and,
collectively, the "Parties"). The Parties acknowledge that the terms and
conditions of this Agreement have been voluntarily agreed to and are
intended to be final and binding.
RECITALS
WHEREAS, Xx. Xxxxxxxx and the Companies have previously entered
into an Amended and Restated Employment Agreement, dated as of January 1,
2006 (the "Employment Agreement"), pursuant to which Xx. Xxxxxxxx is the
Chairman of the Boards of Directors (the "Chairman") of the Subsidiaries;
WHEREAS, Xx. Xxxxxxxx, the Companies and CPG International Inc.
(formerly known as Compression Polymers Holding II Corporation), a Delaware
Corporation ("CPG International"), are parties to a Noncompetition
Agreement dated as of May 10, 2005 (the "Noncompetition Agreement");
WHEREAS, effective as of the Separation Date (defined below), Xx.
Xxxxxxxx shall no longer serve as the Chairman of CPG International and the
Companies and agrees to separate from service in all capacities with the
Subsidiaries;
WHEREAS, KF purchased 6,272 class A units (the "Class A Units")
of CPG LP pursuant to and in accordance with the terms of the Subscription
Agreement, dated as of May 10, 2005, by and between CPG LP and KF (the
"Class A Subscription Agreement");
WHEREAS, on the terms and subject to the conditions set forth in
this Agreement, CPG LP will purchase from KF, and KF will sell to CPG LP,
in the aggregate, 1,636 Class A Units (collectively, the "KF Sold Class A
Units");
WHEREAS, pursuant to and in accordance with the terms of the
Amendment to Executive Subscription Agreement, dated as of February 6,
2006, by and between CPG LP and Xx. Xxxxxxxx (the "Class B Subscription
Agreement"), Xx. Xxxxxxxx owns 2,000 class B units (the "Class B Units") of
CPG LP;
WHEREAS, on the terms and subject to the conditions set forth in
this Agreement, CPG LP will purchase from Xx. Xxxxxxxx, and Xx. Xxxxxxxx
will sell to CPG LP, in the aggregate, 2,000 Class B Units (collectively,
the "Xxxxxxxx Sold Class B Units"); and
WHEREAS, as a condition precedent and a material inducement for
the Subsidiaries to provide to KF and Xx. Xxxxxxxx the payments set forth
in this Agreement, KF and Xx. Xxxxxxxx have agreed to execute this
Agreement and be bound by the provisions herein.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein, and for the monetary and other consideration
set forth below, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:
1. Separation from Service. Xx. Xxxxxxxx and Companies agree that
effective as of December 19, 2008 (the "Separation Date") Xx. Xxxxxxxx
shall (i) cease to serve as the Chairman of CPG International and each of
the Companies, (ii) resign from any directorship, position or office with
or in the Subsidiaries or their respective subsidiaries or affiliates,
which resignations shall be accepted as of the Separation Date by the
Subsidiaries or their respective subsidiaries or affiliates and (iii) no
longer be authorized to incur any expenses, obligations or liabilities on
behalf of the Companies or any of their respective subsidiaries or
affiliates.
2. Non-Competition Agreement. Xx. Xxxxxxxx hereby affirms and agrees
to comply with the Non-Competition Agreement; it being agreed that the term
of the Non-Competition Agreement shall terminate on the date that is two
years from the date hereof.
3. Purchase and Sale of Units.
Upon the terms and subject to the conditions set forth herein,
CPG LP, KF and Xx. Xxxxxxxx hereby agree that:
(a) (i) CPG LP hereby agrees to purchase from KF, and KF hereby
agrees to sell to CPG LP, 1,636 Class A Units held by KF, free and clear of
any Encumbrances, for an aggregate purchase price of $2,966,640 and (ii)
CPG LP hereby agrees to purchase from Xx. Xxxxxxxx, and Xx. Xxxxxxxx hereby
agrees to sell to CPG LP, 2,000 Class B Units held by Xx. Xxxxxxxx, for an
aggregate purchase price of $33,360.00 (payable as set forth below in
Sections 3(b), 3(c) and 3(d)).
(b) on the later of December 31, 2008 or eight days from the date
hereof, CPG LP shall pay to Xx. Xxxxxxxx, for himself and on behalf of KF,
$1,022,240.00 by wire transfer of immediately available funds to an account
designated in writing by Xx. Xxxxxxxx, and Xx. Xxxxxxxx and KF shall
execute and deliver all agreements, instruments and certificates as may be
reasonably requested by CPG LP to give effect to the transfer of one-third
of the KF Sold Class A Units and all of the Xxxxxxxx Sold Class B Units;
(c) on the latest of (i) August 15, 2009, (ii) if any of the
Borrowers (as defined in the Credit Agreements) or the Guarantors (as
defined in the Credit Agreements) are in a Default (as defined in the
Credit Agreements) under any of the Credit Agreements as of August 15,
2009, the next business day following such date that all such Defaults are
cured pursuant to and in accordance with the terms of the Credit Agreements
or (iii) if the Excess Availability (as defined in the ABL Credit
Agreement) is less than $10,000,000.00 as of August 15, 2009, December 31,
2009, or such earlier date as CPG LP shall elect, CPG LP shall pay to KF
$988,880.00 by wire transfer of immediately available funds to an account
designated in writing by KF and KF shall execute and deliver all
agreements, instruments and certificates as may be reasonably requested by
CPG LP to give effect to the transfer of one-third of the KF Sold Class A
Units; and
(d) on the latest of (i) February 15, 2010, (ii) if any of the
Borrowers or the Guarantors are in a Default under any of the Credit
Agreements as of February 15, 2010, the next business day following such
date that all such Defaults are cured pursuant to and in accordance with
the terms of the Credit Agreements or (iii) if the Excess Availability is
less than $10,000,000.00 as of February 15, 2010, August 15, 2010, or such
earlier date as CPG LP shall elect, CPG LP shall pay to KF, $988,880.00 by
wire transfer of immediately available funds to an account designated in
writing by KF and KF shall execute and deliver all agreements, instruments
and certificates as may be reasonably requested by CPG LP to give effect to
the transfer of one-third of the KF Sold Class A Units.
"Encumbrance" as used in this Agreement means any lien, statutory
or otherwise, security interest, mortgage, deed of trust, priority, pledge,
charge, claim, conditional sale, financing lease, right of first refusal or
other encumbrance or restriction of any kind or similar right of others, or
any agreement to give any of the foregoing.
"ABL Credit Agreement" as used in this Agreement means that
certain Term Loan and Security Agreement, dated as of February 29, 2008, by
and among CPG International I, Scranton, AZEK, Xxxxxxx Decking Inc., a
Delaware corporation ("Xxxxxxx"), CPG International, Xxxxxxx Products Inc.,
a Delaware corporation ("Xxxxxxx"), CPG Sub I Corporation, a Delaware
Corporation ("Sub I"), and Sanatec Sub I Corporation, a Delaware
corporation ("Sanatec"), the parties thereto from time to time as lenders,
Wachovia Bank, National Association, a national banking association
("Wachovia"), in its capacity as agent for lenders.
"Credit Agreements" as used in this Agreement means the ABL
Credit Agreement and that certain Loan and Security Agreement, dated as of
February 13, 2008, by and among Scranton, AZEK, Xxxxxxx, CPG International
I, Xxxxxxx, Sub I, and Sanatec, the parties thereto from time to time as
lenders, Wachovia, in its capacity as agent for lenders.
4. Representations and Warranties of KF and Xx. Xxxxxxxx. Except for
the Encumbrances set forth in the Partnership Agreement (as hereinafter
defined), as of the date hereof, each of KF and Xx. Xxxxxxxx has good,
valid and marketable title to the KF Sold Class A Units and Xxxxxxxx Sold
Class B Units, respectively, free and clear of all Encumbrances, and,
immediately after the closing of the transactions contemplated hereby, CPG
LP will obtain good, valid and marketable title to the KF Sold Class A
Units and Xxxxxxxx Sold Class B Units, free and clear of all Encumbrances.
5. Release of Claims by Xx. Xxxxxxxx.
(a) In consideration of the Companies entering into this
Agreement, the sufficiency of which Xx. Xxxxxxxx acknowledges, Xx.
Xxxxxxxx, with the intention of binding himself and his heirs, executors,
administrators and assigns, does hereby release, remise, acquit and forever
discharge the Companies, CPG LP and each of its or their respective
subsidiaries and affiliates (the "Company Affiliated Group"), their present
and former officers, directors, executives, shareholders, agents,
attorneys, employees and employee benefit plans (and the fiduciaries
thereof) and the successors, predecessors and assigns of each of the
foregoing (collectively, the "Company Released Parties") of and from any
and all claims, actions, causes of action, complaints, charges, demands,
rights, damages, debts, sums of money, accounts, financial obligations,
suits, expenses, attorneys' fees and liabilities of whatever kind or nature
in law, equity or otherwise, whether accrued, absolute, contingent,
unliquidated or otherwise and whether now known or unknown, suspected or
unsuspected, foreseen or unforeseen, actual or potential (collectively, the
"Losses"), which Xx. Xxxxxxxx, individually or as a member of a class, now
has, owns or holds, or has at any time heretofore had, owned or held,
arising on or prior to the date hereof, against any Company Released Party
in any capacity, including, without limitation, any and all claims (i) in
respect of the Xxxxxxxx Sold Class B Units, (ii) arising out of or in any
way connected with Xx. Xxxxxxxx'x service to any member of the Company
Affiliated Group (or the predecessors thereof) in any capacity, or the
termination of such service in any such capacity, (iii) for severance or
vacation benefits, unpaid wages, salary or incentive payments, (iv) for
breach of contract, wrongful discharge, impairment of economic opportunity,
defamation, intentional infliction of emotional harm or other tort, (v) for
any violation of applicable state and local labor and employment laws
(including, without limitation, all laws concerning unlawful and unfair
labor and employment practices) and (vi) for employment discrimination
under any applicable federal, state or local statute, provision, order or
regulation, and including, without limitation, any claim under Title VII of
the Civil Rights Act of 1964 ("Title VII"), the Civil Rights Act of 1988,
the Fair Labor Standards Act, the Americans with Disabilities Act (the
"ADA"), the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), the Age Discrimination in Employment Act (the "ADEA") and any
similar or analogous state statute, excepting only:
(i) rights of Xx. Xxxxxxxx under this Agreement;
(ii) the right of Xx. Xxxxxxxx to receive COBRA continuation
coverage in accordance with applicable law;
(iii) claims for accrued and unpaid benefits under any
health, disability, retirement or other similar employee benefit plan
(within the meaning of Section 3(3) of ERISA) of the Company Affiliated
Group; and
(iv) rights to indemnification Xx. Xxxxxxxx has under the
by-laws or certificate of incorporation of any member of the Company
Affiliated Group or otherwise through or from the Companies, including
under any policy of insurance providing indemnification or coverage.
(b) Xx. Xxxxxxxx acknowledges and agrees that the release of
claims set forth in this Section 5 is not to be construed in any way as an
admission of any liability whatsoever by any Company Released Party, any
such liability being expressly denied.
(c) The release of claims set forth in this Section 5 applies to
any relief no matter how called, including, without limitation, wages, back
pay, front pay, compensatory damages, liquidated damages, punitive damages,
damages for pain or suffering, costs and attorneys' fees and expenses,
except as provided in Section 5(a)(i)-(iv) herein.
(d) Xx. Xxxxxxxx specifically acknowledges that his acceptance of
the terms of the release of claims set forth in this Section 5 is, among
other things, a specific waiver of his rights, claims and causes of action
under Title VII, the ADEA, the ADA and any state or local law or regulation
in respect of discrimination of any kind; provided, however, that nothing
herein shall be deemed, nor does anything contained herein purport, to be a
waiver of any right or claim or cause of action which by law Xx. Xxxxxxxx
is not permitted to waive.
(e) As to rights, claims and causes of action arising under the
ADEA, Xx. Xxxxxxxx acknowledges that he has been given but not utilized a
period of twenty-one (21) days to consider whether to execute this
Agreement. If Xx. Xxxxxxxx accepts the terms hereof and executes this
Agreement, he may thereafter, for a period of seven (7) days following (and
not including) the date of execution, revoke this Agreement as it relates
to the release of claims arising under the ADEA. If no such revocation
occurs, this Agreement shall become irrevocable in its entirety, and
binding and enforceable against Xx. Xxxxxxxx, on the day next following the
day on which the foregoing seven-day period has elapsed. If such a
revocation occurs, this Agreement shall be of no force or effect.
(f) Xx. Xxxxxxxx acknowledges and agrees that he has not, with
respect to any transaction or state of facts existing prior to the date
hereof, filed any complaints, charges or lawsuits against any Company
Released Party with any governmental agency, court or tribunal.
(g) Xx. Xxxxxxxx acknowledges that he has been advised to seek,
and has had the opportunity to seek, the advice and assistance of an
attorney with regard to the release of claims set forth in this Section 5
and has been given a sufficient period within which to consider the release
of claims set forth in this Section 5.
(h) Xx. Xxxxxxxx acknowledges that the release of claims set
forth in this Section 5 relates only to claims, which exist as of the date
of this Agreement.
(i) Xx. Xxxxxxxx acknowledges that, except for any unpaid portion
of his Base Compensation (as defined in the Employment Agreement) payable
pursuant to and in accordance with his Employment Agreement for services
rendered to the Companies and their respective affiliates prior to the
Separation Date, he is not entitled to receive any amount pursuant to the
Employment Agreement or in connection with Xx. Xxxxxxxx'x service to any
member of the Company Affiliated Group (or the predecessors thereof) in any
capacity, including, without limitation, his Incentive Bonus (as defined in
the Employment Agreement) from any member of the Company Affiliated Group
(or the predecessors thereof) after the Separation Date.
6. Release of Claims by KF.
(a) In consideration of the Companies entering into this
Agreement, the sufficiency of which KF acknowledges, KF, with the intention
of binding itself and its successor and assigns, does hereby release,
remise, acquit and forever discharge the Company Released Parties of and
from any and all Losses, which KF, by itself or as a member of a class, now
has, owns or holds, or has at any time heretofore had, owned or held,
arising on or prior to the date hereof, against any Company Released Party
in any capacity in respect of the KF Sold Class A Units, excepting only
rights of KF under this Agreement.
(b) KF acknowledges and agrees that the release of claims set
forth in this Section 6 is not to be construed in any way as an admission
of any liability whatsoever by any Company Released Party, any such
liability being expressly denied.
(c) The release of claims set forth in this Section 6 applies to
any relief no matter how called, including, without limitation,
compensatory damages, liquidated damages, punitive damages, costs and
attorneys' fees and expenses, except as provided in Section 6(a) herein.
(d) KF acknowledges and agrees that it has not, with respect to
any transaction or state of facts existing prior to the date hereof, filed
any complaints, charges or lawsuits against any Company Released Party with
any governmental agency, court or tribunal.
(e) KF acknowledges that it has been advised to seek, and has had
the opportunity to seek, the advice and assistance of an attorney with
regard to the release of claims set forth in this Section 6 and has been
given a sufficient period within which to consider the release of claims
set forth in this Section 6.
(f) KF acknowledges that the release of claims set forth in this
Section 6 relates only to claims, which exist as of the date of this
Agreement.
7. Non-disparagement. From and after the date hereof, (i) Xx. Xxxxxxxx
shall not make or publish any untruthful, derogatory or disparaging
statements (whether written or oral) regarding any member of the Company
Affiliated Group or any of their respective affiliates, directors, officers
or executives, or otherwise malign the business or reputation of any of
them and (ii) the Companies shall not, and the Companies shall advise its
directors and officers not to, make or publish any untruthful, derogatory
or disparaging statements (whether written or oral) regarding Xx. Xxxxxxxx
or KF or any of its affiliates, directors, officers or executives, or
otherwise malign the business or reputation of any of them.
8. Return of Company Property. Xx. Xxxxxxxx shall return to the
Subsidiaries any and all documents, files, credit cards and other property
of any kind belonging to the Subsidiaries not later than the date hereof,
other than the 2005 Toyota Avalon currently titled in the name of
"Compression Polymers Corp.", a predecessor entity of Scranton (the
"Automobile"). Scranton, at its sole cost and expense, shall promptly after
execution hereof undertake all necessary actions to transfer this
Automobile to Xx. Xxxxxxxx.
9. Notices. Any notice required or desired to be delivered hereunder
shall be in writing and shall be delivered personally, by courier service,
or by certified mail, return receipt requested, and shall be effective when
actually delivered to the Party to whom such notice shall be directed and
shall be addressed as follows (or to such other address as the Party
entitled to notice shall hereafter designate in accordance with the terms
hereof):
If to the Companies and CPG LP: With a copy to:
c/o AEA Investors LLC Fried, Frank, Harris, Xxxxxxx
00 Xxxx 00xx Xxxxxx & Xxxxxxxx LLP
00xx Xxxxx Xxx Xxx Xxxx Xxxxx
Xxx Xxxx, XX 00000 Xxx Xxxx, XX 00000
Attn: General Counsel Attn: Xxxxxxxxxxx Xxxx, Esq.
If to Xx. Xxxxxxxx: With a copy to:
Xxxxx Xxxxxxxx Xxxxxx, Price & Xxxxxx
000 Xxxxxx Xxxx Xxxx 0000 Xxxxx Xxxxxxxx Xxxx
Xxxxxx Xxxxxx, XX 00000 X.X. Xxx 000
Xxxxxx Xxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxxxxx, Esq.
If to KF: With a copy to:
KF Equities Xxxxxx, Price & Xxxxxx
000 Xxxxxx Xxxx Xxxx 0000 Xxxxx Xxxxxxxx Xxxx
Xxxxxx Xxxxxx, XX 00000 X.X. Xxx 000
Xxxxxx Xxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxxxxx, Esq.
10. Withholding. Notwithstanding anything in this Agreement to the
contrary, the Subsidiaries shall have the right to deduct from any amount
payable under this Agreement any taxes or other amounts required by
applicable law to be withheld.
11. Complete Agreement. This Agreement and the Noncompetition
Agreement constitute the complete agreement of the Parties with respect to
the subject matter hereof and shall supersede all agreements between the
Parties to the extent they relate in any way to the employment, termination
of employment, compensation and benefits of Xx. Xxxxxxxx. In the event of
any conflict between or among the provisions of this Agreement and the
Agreement of Limited Partnership of CPG LP, dated as of May 10, 2005, as
amended (the "Partnership Agreement"), the Employment Agreement, the Class
A Subscription Agreement and/or Class B Subscription Agreement, such
conflict shall be resolved in each and every instance in favor of the
provisions of this Agreement.
12. Severability. Each provision hereof and portion thereof is
severable, and if one or more provisions hereof or portions thereof are
declared invalid, the remaining provisions and portions thereof shall
nevertheless remain in full force and effect. If any provision of this
Agreement or portion thereof is so broad, in scope or duration or
otherwise, as to be unenforceable, such provision shall be interpreted to
be only so broad as is enforceable.
13. No Waiver. No delay on the part of any of the Parties in
exercising any right, power or privilege hereunder shall operate as a
waiver thereof. The failure to enforce at any time any of the provisions of
this Agreement or to require at any time performance by another party of
any of the provisions hereof shall in no way be construed to be a waiver of
such provisions or to affect the validity of this Agreement, or any part
hereof, or the right of any Party thereafter to enforce each and every such
provision in accordance with the terms of this Agreement.
14. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original, but all of
which together shall constitute one and the same instrument. The Parties
represent that each signatory to this Agreement on his, its or their behalf
is authorized to make the promises and commitments herein.
15. Successors. This Agreement shall be binding upon any and all
successors and assigns of the Parties.
16. Third-Party Beneficiary. Each of the Company Released Parties
shall be a
third-party beneficiary with respect to Sections 8 and 9 and shall be entitled
to enforce the provisions thereof.
17. Governing Law. Except for issues or matters as to which federal
law is applicable, this Agreement shall be governed by and construed and
enforced in
accordance with the laws of the State of New York without giving effect to the
conflicts of law principles thereof.
18. Headings. The captions and headings contained in this Agreement
are for convenience only and shall not be construed as a part of the
Agreement.
19. Amendments. This Agreement may be modified, amended or
supplemented only by written agreement executed by the Parties; provided,
that the observance of any provision of this Agreement may be waived by the
Party that will lose the benefit of such provision as a result of such
waiver in a writing expressly stating which observance is being waived.
20. Specific Performance. In the event of any actual or threatened
default in, or breach of, any of the covenants or agreements in this
Agreement, Xx. Xxxxxxxx, XX, the Companies and CPG LP shall have the right
of specific performance and injunctive relief giving effect to their
respective rights under this Agreement without the need to post bond, in
addition to any and all other rights and remedies at law or in equity, and
all such rights and remedies shall be cumulative. Xx. Xxxxxxxx, XX, the
Companies and CPG LP agree that any such breach or threatened breach would
cause irreparable injury, that the remedies at law for any such breach or
threatened breach, including monetary damages, are inadequate compensation
for any loss and that any defense in any action for specific performance
that a remedy at law would be adequate is waived.
21. Jurisdiction; Court Proceedings; Waiver of Jury Trial.
(a) Any litigation against any Party to this Agreement arising
out of or relating to this Agreement shall be brought in any federal or
state court located in the State of New York in the County of New York and
each of the Parties hereby submits to the exclusive jurisdiction of such
courts for the purpose of any such litigation. A final judgment in any such
litigation shall be conclusive and may be enforced in other jurisdictions
by suit on the judgment or in any other manner provided by law. To the
extent that service of process by mail is permitted by applicable law, each
Party irrevocably consents to the service of process in any such litigation
in such courts by the mailing of such process by registered or certified
mail, return receipt requested, postage prepaid, at its address for notices
provided for herein. Each Party irrevocably agrees not to assert (a) any
objection which it may have to the laying of venue of any such litigation
in any federal or state court located in the State of New York in the
County of New York and (b) any claim that any such litigation brought in
any such court has been brought in an inconvenient forum.
(b) EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY, TO THE EXTENT
LAWFUL, AND AGREES THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH
ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR
AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE ITS RIGHT TO TRIAL BY JURY
IN ANY LITIGATION WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR THE
CONTEMPLATED TRANSACTIONS.
22. Attorneys' Fees. In the event that any litigation is brought for
the purpose of determining or enforcing the right of any Party or Parties
hereunder, the Party or Parties prevailing in such litigation shall be
entitled to recover from the other Party or Parties all reasonable costs
and expenses incurred by the prevailing Party or Parties, including
reasonable attorneys' fees.
23. Expenses. Each Party shall pay all of its respective fees, costs
and expenses (including fees and disbursements of counsel and accountants)
incurred in connection with the negotiation, execution and performance of
this Agreement.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date and year first above written.
CPG INTERNATIONAL I INC.
By:/s/ Xxx Xxxxxxxx
------------------------------------
Name: Xxx Xxxxxxxx
Title: Vice President
SUBSIDIARIES:
SCRANTON PRODUCTS INC.
By:/s/ Xxx Xxxxxxxx
------------------------------------
Name: Xxx Xxxxxxxx
Title: Vice President
AZEK BUILDING PRODUCTS INC.
By:/s/ Xxx Xxxxxxxx
------------------------------------
Name: Xxx Xxxxxxxx
Title: Vice President
/s/ Xxxxx Xxxxxxxx
------------------------------------
Xxxxx Xxxxxxxx
KF EQUITIES
By:/s/ Xxxxx Xxxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Partner
CPG INTERNATIONAL HOLDINGS LP
By: CPG Holding I LLC, its
General Partner
By:/s/ Xxx Xxxxxxxx
------------------------------------
Name: Xxx Xxxxxxxx
Title: Vice President
