BEACON ROOFING SUPPLY, INC. 8,750,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • December 16th, 2005 • Beacon Roofing Supply Inc • Wholesale-lumber & other construction materials • New York
Beacon Roofing Supply, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 2,000,000 shares of common stock, par value $.01 per share (the “Common Stock”), of the Company and the stockholders of the Company named in Schedule II and Schedule III hereto (the “Selling Stockholders”) propose to sell to the Underwriters an aggregate of 6,750,000 shares and, at the option of the Underwriters, up to an additional 1,312,500 shares of Common Stock. The aggregate of 8,750,000 shares to be sold by the Company and the Selling Stockholders is herein called the “Underwritten Shares” and the aggregate of 1,312,500 additional shares to be sold by the Selling Stockholders is herein called the “Option Shares”. The Underwritten Shares and the Option Shares are herein referred to as the “Shares”.
