METALS USA HOLDINGS CORP. Common Stock [Form of Underwriting Agreement]Underwriting Agreement • March 19th, 2010 • Metals USA Holdings Corp. • Wholesale-metals service centers & offices • New York
Metals USA Holdings Corp., a Delaware corporation (the “Company”), which is the indirect parent of Metals USA, Inc. (“Metals USA”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) for whom Goldman, Sachs & Co. is acting as Representative (the “Representative”) an aggregate of shares (the “Firm Shares”) of common stock, par value $0.01 per share (“Stock”) of the Company and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”), propose, subject to the terms and conditions stated herein, to sell to the Underwriters, at the election of the Underwriters, up to additional shares of Stock (the “Optional Shares”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
FORM OF AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENTInvestors Rights Agreement • March 19th, 2010 • Metals USA Holdings Corp. • Wholesale-metals service centers & offices • Delaware
This AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT, dated as of [—], 2010 (this “Agreement”), by and among METALS USA HOLDINGS CORP., a Delaware corporation (the “Company”), and the HOLDERS that are parties hereto (the “Holders,” and together with the Company, the “Parties”), amends and restates that certain Investors Rights Agreement, dated as of May 17, 2005 (the “Original Agreement”), by and among the Parties.
