9,000,000 Shares NCI BUILDING SYSTEMS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 20th, 2016 • Nci Building Systems Inc • Prefabricated metal buildings & components • New York
The stockholders of NCI Building Systems, Inc., a Delaware corporation (the “Company”), named in Schedule I hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the several Underwriters named in Schedule II hereto (the “Underwriters”) an aggregate of 9,000,000 shares of Common Stock, par value $0.01 per share (“Stock”), of the Company, and, at the election of the Underwriters, up to 1,350,000 additional shares of Stock. The aggregate of 9,000,000 shares of Stock to be sold by the Selling Stockholders is herein called the “Firm Shares” and the aggregate of 1,350,000 additional shares of Stock to be sold by the Selling Stockholders at the election of the Underwriters is herein called the “Optional Shares.” The Firm Shares and the Optional Shares are herein collectively called the “Shares.” Credit Suisse Securities (USA) LLC (“Credit Suisse”), Citigroup Global Markets Inc., RBC Capital Markets, LLC and UBS Securities LLC have agreed to
STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • July 20th, 2016 • Nci Building Systems Inc • Prefabricated metal buildings & components • New York
THIS STOCK REPURCHASE AGREEMENT (this “Agreement”) is entered into as of July 18, 2016 by and among NCI Building Systems, Inc., a Delaware corporation (the “Company”), and the stockholders of the Company listed on Schedule A to this Agreement (collectively, the “Investors”).
