Standard Contracts
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • June 11th, 2021 • Janus International Group, Inc. • Metal doors, sash, frames, moldings & trim
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is entered into as of June 7, 2021, by and among Janus International Group, Inc., a Delaware corporation (“Parent” or “Company”), Juniper Industrial Sponsor, LLC, a Delaware limited liability company (“SPAC Sponsor”), and the parties listed as Investors on Schedule I hereto (each, including any person or entity who hereafter becomes a party to this Agreement pursuant to Section 7.2, an “Investor” and collectively, the “Investors”).
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONBusiness Combination Agreement • June 11th, 2021 • Janus International Group, Inc. • Metal doors, sash, frames, moldings & trim
Janus Midco LLC (“Midco”, “Janus”, or the “Company”) is a holding company. Janus International Group, LLC is a wholly-owned subsidiary of Janus Intermediate, LLC (“Intermediate”). Intermediate is a wholly-owned subsidiary of Midco. On June 7, 2021, Juniper Industrial Holdings, Inc. (“JIH” or “Juniper”) and Janus consummated the previously announced Business Combination Agreement dated December 21, 2020. As a result of the Business Combination, JIH security holders, Midco equity holders and the Blockers became security holders of Janus Parent, Inc. (“Parent”). After the completion of the Transactions, Parent common stock and warrants began trading on the NYSE under the symbols “JBI,” and “JBI WS,” respectively and Parent became a publicly-listed entity. After giving effect to the Business Combination, Janus International Group, LLC now owns, directly or indirectly, all of the issued and outstanding equity interests of Janus and its subsidiaries and the Janus unit holders hold a portion
AMENDMENT TO LETTER AGREEMENTLetter Agreement • June 11th, 2021 • Janus International Group, Inc. • Metal doors, sash, frames, moldings & trim
This Amendment to the Letter Agreement (this “Amendment”) is made on June 7, 2021, by and among Juniper Industrial Holdings, Inc., a Delaware corporation (“JIH” or the “Company”), Juniper Industrial Sponsor, LLC (the “SPAC Sponsor”) and the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team (collectively, the “Insiders” and, together with the Company and the SPAC Sponsor, the “Parties”).
LOCK-UP AGREEMENTLock-Up Agreement • June 11th, 2021 • Janus International Group, Inc. • Metal doors, sash, frames, moldings & trim • Delaware
This Lock-Up Agreement (this “Agreement”), dated as of June 7, 2021 (the “Effective Time”), is entered into by and among Janus Parent, Inc., a Delaware corporation (the “Company”), and Clearlake Capital Partners V, L.P., a Delaware limited partnership, Clearlake Capital Partners V (USTE), L.P., a Delaware limited partnership, Clearlake Capital Partners V (Offshore), L.P., a Delaware limited partnership, Clearlake Capital Partners IV (Offshore), L.P., a Delaware limited partnership, and Clearlake Capital Partners IV (AIV-Jupiter) USTE, L.P., a Delaware limited partnership (each a “Sponsor” and together the “Sponsors”). Capitalized terms used but not otherwise defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement, dated as of December 21, 2020, by and among (i) Parent, (ii) the Company, (iii) JIH Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“JIH Merger Sub”), (iv) Jade Blocker Merger Sub 1, Inc., a D
