8,500,000 Shares NCI BUILDING SYSTEMS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 17th, 2014 • CD&R Associates VIII, Ltd. • 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 8,500,000 shares of Common Stock, par value $0.01 per share (“Stock”), of the Company, and, at the election of the Underwriters, up to 1,275,000 additional shares of Stock. The aggregate of 8,500,000 shares of Stock to be sold by the Selling Stockholders is herein called the “Firm Shares” and the aggregate of 1,275,000 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, Citigroup Global Markets Inc. and RBC Capital Markets, LLC have agreed to act as the representatives of the sev
STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • January 17th, 2014 • CD&R Associates VIII, Ltd. • Prefabricated metal buildings & components • New York
THIS STOCK REPURCHASE AGREEMENT (this “Agreement”) is entered into as of January 6, 2014 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”).
Joint Filing AgreementJoint Filing Agreement • January 17th, 2014 • CD&R Associates VIII, Ltd. • Prefabricated metal buildings & components
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D/A to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below.
