10,000,000 Shares HEADWATERS INCORPORATED Common Stock ($0.001 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • December 26th, 2012 • Headwaters Inc • Concrete products, except block & brick • New York
Headwaters Incorporated, a Delaware corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate of 10,000,000 shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value (“Common Stock”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Company also proposes to sell at the Underwriters’ option an aggregate of up to 1,500,000 additional shares of Common Stock (the “Option Shares”) as set forth below.
