0001193125-22-068615 Sample Contracts

AGREEMENT AND PLAN OF MERGER by and among CAMELOT RETURN INTERMEDIATE HOLDINGS, LLC, CAMELOT RETURN MERGER SUB, INC., and CORNERSTONE BUILDING BRANDS, INC. Dated as of March 5, 2022

Merger Agreement • March 8th, 2022 • CD&R Associates VIII, Ltd. • Prefabricated metal buildings & components • Delaware

• Contract Type
  Merger Agreement
• Filed
  March 8th, 2022
• Company
  CD&R Associates VIII, Ltd.
• Industry
  Prefabricated metal buildings & components
• Jurisdiction
  Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 5, 2022, is by and among Camelot Return Intermediate Holdings, LLC, a Delaware limited liability company (“Parent”), Camelot Return Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Cornerstone Building Brands, Inc., a Delaware corporation (the “Company,” with the Company and Merger Sub sometimes being hereinafter collectively referred to as the “Constituent Corporations”). Parent, the Company and Merger Sub are referred to herein as the “Parties” and each, a “Party.”

VOTING AND SUPPORT AGREEMENT

Voting and Support Agreement • March 8th, 2022 • CD&R Associates VIII, Ltd. • Prefabricated metal buildings & components • Delaware

• Contract Type
  Voting and Support Agreement
• Filed
  March 8th, 2022
• Company
  CD&R Associates VIII, Ltd.
• Industry
  Prefabricated metal buildings & components
• Jurisdiction
  Delaware

This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of March 5, 2022, is entered into by and among Cornerstone Building Brands, Inc., a Delaware corporation (the “Company”), CD&R Pisces Holdings, L.P., a Cayman Islands exempted limited partnership (“Acquirer CD&R Fund”), Clayton, Dubilier & Rice Fund VIII, L.P., a Cayman Islands exempted limited partnership (“CD&R Fund VIII”), CD&R Friends & Family Fund VIII, L.P., a Cayman Islands exempted limited partnership (“CD&R FF Fund VIII” and, together with CD&R Fund VIII, the “Selling CD&R Funds”), Clayton, Dubilier & Rice, LLC, a Delaware limited liability company (“CD&R, LLC,” and together with Acquirer CD&R Fund and the Selling CD&R Funds, the “Stockholders”), and, solely for purposes of Section 3 hereof, Clayton, Dubilier & Rice Fund X, L.P., a Cayman Islands exempted limited partnership (“CD&R Fund X”). Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement (as defined below