JELD-WEN HOLDING, INC. (A Delaware corporation) [ 🌑 ] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 13th, 2017 • JELD-WEN Holding, Inc. • Millwood, veneer, plywood, & structural wood members • New York
The Selling Shareholders listed in Schedule B hereto as Appointing Shareholders (the “Appointing Shareholders”) and the Selling Shareholders listed in Schedule B hereto as Onex Shareholders (the “Onex Shareholders” and, together with the Appointing Shareholders, the “Selling Shareholders”), each a shareholder of JELD-WEN Holding, Inc., a Delaware corporation (the “Company”) confirm their respective agreements with [ 🌑 ] (“[ 🌑 ]”), [ 🌑 ] (“[ 🌑 ]”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), for whom [ 🌑 ] and [ 🌑 ] are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Selling Shareholders, acting severally and not jointly, and the purchase by the Underwriters, acting severally and not jointly, of an aggregate of [ 🌑 ] shares (the “Initial Securities”) of the Company’s Common St
AMENDMENT NO. 2 TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 13th, 2017 • JELD-WEN Holding, Inc. • Millwood, veneer, plywood, & structural wood members • Delaware
THIS AMENDMENT NO. 2 to the Amended and Restated Registration Rights Agreement (this “Amendment”) is entered into as of November 12, 2017, by and between JELD-WEN Holding, Inc., a Delaware corporation (the “Company”), and Onex Partners III LP, Onex BP Co-Invest LP, Onex Partners III GP LP, Onex US Principals LP, Onex Partners III PV LP, OAH Wind LLC, BP EI II LLC, Onex Partners III Select LP, and Onex Advisor Subco III LLC (collectively, the “Onex Shareholders”), to further amend the Amended and Restated Registration Rights Agreement, dated as of January 24, 2017 (as amended by Amendment No. 1, dated as of May 12, 2017, the “Registration Rights Agreement”) by and among the Company, the Onex Shareholders and the other Holders party thereto.
