GOODMAN GLOBAL, INC. 23,529,411 Shares of Common Stock Underwriting AgreementGoodman Global Inc • March 30th, 2006 • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
Goodman Global, 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 20,917,647 shares of common stock, par value $ 0.01 per share (“Common Stock”), of the Company (the “Primary Underwritten Shares”) and certain Stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose to issue and sell to the Underwriters an aggregate of 2,611,764 shares of Common Stock of the Company (the “Underwritten Secondary Shares” and together with the Underwritten Primary Shares, the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 3,529,411 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect
GOODMAN GLOBAL, INC.Goodman Global Inc • March 30th, 2006 • Air-cond & warm air heatg equip & comm & indl refrig equip
Reference is made to the Underwriting Agreement dated , 2006 (the “Underwriting Agreement”) among Goodman Global, Inc. (the “Company”), the selling sharholders and the Underwriters listed in Schedule I to the Underwriting Agreement. All capitalized terms used but not otherwise defined herein shall have the meanings given them in the Underwriting Agreement.
