AGREEMENT AND PLAN OF MERGER BY AND AMONG PLY GEM PARENT, LLC, NCI BUILDING SYSTEMS, INC. and solely for the purposes of Sections 6.1(e), 6.5(a)(i), 6.5(a)(ii), 6.5(a)(iv), 6.5(b) and 6.5(c) CLAYTON, DUBILIER & RICE, LLC July 17, 2018Agreement and Plan of Merger • July 19th, 2018 • Nci Building Systems Inc • Prefabricated metal buildings & components • Delaware
This AGREEMENT AND PLAN OF MERGER is made as of July 17, 2018 (the “Execution Date”), by and among Ply Gem Parent, LLC, a Delaware limited liability company (“Panther”), NCI Building Systems, Inc., a Delaware corporation (“Neptune”), and, solely for the purposes of Sections 6.1(e), 6.5(a)(i), 6.5(a)(ii), 6.5(a)(iv), 6.5(b) and 6.5(c), Clayton, Dubilier & Rice, LLC, a Delaware limited liability company (the “Sponsor”). Capitalized terms used and not otherwise defined in this Agreement have the meanings set forth in Article IX.
