REGISTRATION RIGHTS AGREEMENT by and among PLY GEM HOLDINGS, INC. and the STOCKHOLDERS named herein Dated: May 22, 2013Registration Rights Agreement • May 29th, 2013 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • New York
REGISTRATION RIGHTS AGREEMENT, dated as of May 22, 2013, by and among Ply Gem Holdings, Inc., a Delaware corporation (the “Company”), and the stockholders that are party to this Agreement from time to time, as set forth on the signature page hereto (each, a “Designated Stockholder”).
TAX RECEIVABLE AGREEMENT between PLY GEM HOLDINGS, INC. and PG ITR HOLDCO, L.P. Dated as of May 22, 2013Tax Receivable Agreement • May 29th, 2013 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • New York
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of May 22, 2013, is hereby entered into by and among Ply Gem Holdings, Inc., a Delaware corporation (the “Corporate Taxpayer”) and PG ITR Holdco, L.P., a Delaware limited partnership (the “ITR Entity”), and each of the successors and assigns thereto. This Agreement shall be effective as of the date of the closing date of the IPO (as defined below) (the “IPO Date”).
THIRD AMENDED AND RESTATED TAX SHARING AGREEMENTTax Sharing Agreement • May 29th, 2013 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • Delaware
THIS THIRD AMENDED AND RESTATED TAX SHARING AGREEMENT (the “Agreement”), dated as of May 23, 2013, is entered into between Ply Gem Holdings, Inc., a Delaware corporation (“Parent”), and Ply Gem Industries, Inc., a Delaware corporation and a wholly owned subsidiary of Holdings (“Industries” or the “Subsidiary”).
SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT by and among PLY GEM HOLDINGS, INC., PLY GEM PRIME HOLDINGS, INC., CAXTON-ISEMAN (PLY GEM), L.P., CAXTON-ISEMAN (PLY GEM) II, L.P., THE MANAGEMENT STOCKHOLDERS NAMED HEREIN and RAJACONDA HOLDINGS,...Stockholders’ Agreement • May 29th, 2013 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • Delaware
This SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of May 22, 2013, by and among Ply Gem Holdings, Inc., a Delaware corporation (the “Company”), Ply Gem Prime Holdings, Inc. (“Ply Gem Prime Holdings”), Caxton-Iseman (Ply Gem), L.P., a Delaware limited partnership (“Ply Gem I”), Caxton-Iseman (Ply Gem) II, L.P., a Delaware limited partnership (“Ply Gem II,” together with Ply Gem I, the “CI Partnerships”), the persons listed on the signature pages hereof under “Management Stockholders” (together with the Persons who become “Management Stockholders” pursuant to Section 4.2(a), the “Management Stockholders” and, together with the CI Partnerships and all CI Distributee Stockholders (as defined herein), the “Pre-IPO Stockholders”) and, for purposes of Sections 2.1(j), 2.2, 3.1, 4.1, 6.3, 6.17 and 6.18 only, Rajaconda Holdings, Inc. (the “CI General Partner”). Capitalized terms used herein and
AGREEMENT AND PLAN OF MERGERMerger Agreement • May 29th, 2013 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of May 22, 2013, by and between Ply Gem Prime Holdings, Inc., a Delaware corporation (“Prime Holdings”), and Ply Gem Holdings, Inc., a Delaware corporation (“Holdings”).
CxCIC, LLCAdvisory Agreement • May 29th, 2013 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members
We refer to the Advisory Agreement, dated as of February 12, 2004, as amended by Amendment No. 1 to Advisory Agreement, dated as of November 6, 2012 (as amended, the “Advisory Agreement”), by and between Ply Gem Industries, Inc. (the “Company”) and CxCIC, LLC (“CIC”). This letter evidences the agreement of the Company and CIC with respect to the termination of the Advisory Agreement and the consequences thereof in connection with the consummation of the initial public offering of common stock (the “IPO” and, the consummation of the IPO, the “IPO Closing”) of Ply Gem Holdings, Inc., the parent company of the Company (“Holdings”).
