Beacon Roofing Supply, Inc. 5,000,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • December 8th, 2023 • Beacon Roofing Supply Inc • Wholesale-lumber & other construction materials
CD&R Boulder Holdings, L.P., a Cayman Islands exempted limited partnership (the “Selling Stockholder”), as a stockholder of Beacon Roofing Supply, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to the underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 5,000,000 shares (the “Underwritten Shares”) of Common Stock, $0.01 par value per share (the “Stock”), of the Company. In addition, the Selling Stockholder proposes, subject to the terms and conditions stated in this Agreement, to sell to the Underwriters, at the option of the Underwriters, up to an additional 750,000 shares of Stock (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. To the extent there are no additional Underwriters listed on Schedule I other than you, the term “Underwriters” in this Agreement shall mean the singular “Underwriter.”
