9,600,000 Shares HEADWATERS INCORPORATED Common Stock PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • September 17th, 2009 • Headwaters Inc • Miscellaneous products of petroleum & coal • New York
Headwaters Incorporated, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this Placement Agency Agreement (this “Agreement”) and the Subscription Agreements in the form of Exhibit A attached hereto (the “Subscription Agreements”) entered into with the investors identified therein (each, an “Investor” and collectively, the “Investors”), to issue and sell up to an aggregate of 9,600,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The Company hereby confirms its several agreements with Canaccord Adams Inc. (“Canaccord”), Stephens Inc. (“Stephens”) and Avondale Partners, LLC (“Avondale”) as set forth below. Canaccord is referred to as the “Lead Placement Agent,” each of Stephens and Avondale is individually referred to as a “Co-Placement Agent;” and collectively, Canaccord, Stephens and Avondale are to as to the “Placement Agents.” The Shares are more fully described in the Prospectus (
SUBSCRIPTION AGREEMENTSubscription Agreement • September 17th, 2009 • Headwaters Inc • Miscellaneous products of petroleum & coal • New York
The undersigned (the “Investor”) hereby confirms its agreement with Headwaters Incorporated, a Delaware corporation (the “Company”), as follows:
