AGREEMENT AND PLAN OF MERGER BY AND AMONG CDRR INVESTORS, INC., BEACON ROOFING SUPPLY, INC., BEACON LEADERSHIP ACQUISITION I, INC. AND BEACON LEADERSHIP ACQUISITION II, LLC DATED AS OF JULY 27, 2015Merger Agreement • July 27th, 2015 • Beacon Roofing Supply Inc • Wholesale-lumber & other construction materials • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 27, 2015 is made by and among CDRR Investors, Inc., a Delaware corporation (the “Company”), Beacon Roofing Supply, Inc., a Delaware corporation (“Parent”), Beacon Leadership Acquisition I, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub I”) and Beacon Leadership Acquisition II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub II” and together with Merger Sub I, the “Merger Subs” and each a “Merger Sub”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in ARTICLE 1.
REGISTRATION RIGHTS AGREEMENT of BEACON ROOFING SUPPLY, INC. dated as of [●], 2015Registration Rights Agreement • July 27th, 2015 • Beacon Roofing Supply Inc • Wholesale-lumber & other construction materials • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 2015, by and among Beacon Roofing Supply, Inc., a Delaware corporation (the “Company”), CD&R Roadhouse Holdings, L.P., a Cayman exempted limited partnership, and any Person who becomes a party hereto pursuant to Section 8(d) (each, a “CD&R Stockholder” and collectively, the “CD&R Stockholders”). Capitalized terms used herein shall have the meaning assigned to such terms in the text of this Agreement or in Section 1.
INVESTMENT AGREEMENTInvestment Agreement • July 27th, 2015 • Beacon Roofing Supply Inc • Wholesale-lumber & other construction materials
This INVESTMENT AGREEMENT (this “Agreement”) is entered into as of July 27, 2015, by and between Beacon Roofing Supply, Inc., a Delaware corporation (“Parent”), and CD&R Roadhouse Holdings, L.P., a Cayman exempted limited partnership (the “CD&R Stockholder”). Capitalized terms used herein shall have the meaning assigned to such terms in the Merger Agreement (as defined below).
