exv10w30






Exhibit 10.30




PLY GEM PRIME HOLDINGS, INC.

SUBSCRIPTION AGREEMENT




Dated as of: May 27, 2010



Ply Gem Prime Holdings, Inc.

c/o CI Capital Partners LLC

500 Park Avenue, 8th Floor

New York, NY 10022



Ladies and Gentlemen:




     This letter agreement (this “Agreement”) memorializes the agreement relating to the
purchase of equity in Ply Gem Prime Holdings, Inc., a Delaware corporation (the
“Corporation”) by each of the undersigned (each, a “Purchaser”). The purchase of
equity in the Corporation pursuant to this Agreement shall occur on June 1, 2010 and shall be
conditioned solely upon the simultaneous repurchase of equity in the Corporation from Gary
Robinette, pursuant to the Repurchase Agreement, dated as of the date hereof, by and between the
Corporation and Mr. Robinette.



     1. Each Purchaser has subscribed for the number of shares of Senior Preferred Stock, par value
of One Cent ($0.01) per share, of the Corporation set forth next to the name of such Purchaser on
Schedule A hereto under the heading “Number of Shares Purchased.” Payment by each
Purchaser therefor shall be made (upon the issuance of an appropriate certificate or certificates
representing such shares to and in the name of undersigned), at the price of One Hundred Dollars
($100.00) per share of Senior Preferred Stock in cash in the aggregate amount set forth next to the
name of such Purchaser on Schedule A hereto under the heading “Aggregate Purchase Price.”



 









 





     2. The Corporation represents that the shares subscribed for hereunder (the “Shares”),
when issued, shall be validly issued and fully paid and non-assessable and the certificates
therefor shall so state.



     3. Each Purchaser hereby:



          3.1 acknowledges that such Purchaser or such Purchaser’s representative has had access to the
kind of information concerning the Corporation that is required by Schedule A of the Securities Act
of 1933, as amended (the “Act”), to the extent that the Corporation possesses such
information;




          3.2 represents and warrants that such Purchaser has such knowledge and experience in financial
and business matters that such Purchaser is capable of utilizing the information that is available
to such Purchaser concerning the Corporations to evaluate the risks of investment in the
Corporations including the risk that such Purchaser could lose his entire investment;




          3.3 represents and warrants that such Purchaser is an “accredited investor” (as defined in
Regulation D promulgated under the Act);




          3.4 acknowledges that such Purchaser has been advised that the Shares have not been registered
under the Act and, accordingly, that such Purchaser may not be able to sell or otherwise dispose of
the Shares when the undersigned wishes to do so;




          3.5 represents and warrants that the Shares are being purchased by such Purchaser for such
Purchaser’s own sole benefit and account for investment and not with a view to, or for resale in
connection with, a public offering or distribution thereof;






2









 








          3.6 agrees that the Shares will not be resold (a) without registration thereof under the Act
(unless an exemption from such registration is available) or (b) in violation of any law;




          3.7 consents that the certificate or certificates representing the Shares may be impressed
with a legend indicating that the Shares are not registered under the Act and reciting that
transfer thereof is restricted;




          3.8 consents that stop transfer instructions in respect of the Shares may be issued to any
transfer agent, transfer clerk or other agent at any time acting for the Corporation;




          3.9 represents that (a) such Purchaser has the power and capacity to execute and deliver this
Agreement and to perform the provisions hereof; (b) this Agreement constitutes a legal and binding
obligation of such Purchaser enforceable against such Purchaser in accordance with its terms; and
(c) no consents or authorizations are required in connection with the execution, delivery or
performance by such Purchaser of this Agreement.




     4. This Agreement is to be governed and construed in accordance with the laws of the state of
Delaware, without regard to the conflict of laws principals thereof.



     5. This Agreement is the entire agreement between the parties and no prior promises or
agreements, express or implied, shall be of any force or effect.



     6. Each Purchaser and, by acceptance hereof, the Corporation hereby irrevocably and
unconditionally waive trial by jury in any legal action or proceeding



3









 




relating to this Agreement or any other documents related hereto and for any counterclaim
therein.




[The remainder of this page is intentionally left blank. Signatures follow.]









4









 











	 	 	 	 	 

	 	 	PURCHASERS:
	 
	 	 	 	 
	 	 	GEORGICA GP LLC
	 
	 	 	 	 
	 	 	By: Georgica Partnership, Inc., its managing
member
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Frederick J. Iseman
	 

	 	 	 	 
	 

	 	Name:
	 	 Frederick J. Iseman
	 

	 	Title:
	 	President
	 
	 	 	 	 
	 	 	SML FAMILY INVESTORS LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Steven M. Lefkowitz
	 

	 	 	 	 
	 

	 	Name:
	 	 Steven M. Lefkowitz
	 

	 	Title:
	 	Managing Member
	 
	 	 	 	 
	 	 	CELTIC INVESTMENTS LP
	 
	 	 	 	 
	 	 	By: Ferris 2000 Family Trust, its general partner
	 
	 	 	 	 
	 

	 	By:
	 	/s/
Robert A. Ferris & Evelyn Jarvis Ferris 
	 

	 	Name:	 	Evelyn J. Ferris
	 

	 	Title:
	 	Trustee
	 
	 	 	 	 
	 	 	TIMOTHY T. HALL
	 
	 	 	 	 
	 	 	/s/ Timothy T. Hall
	 	 	 
	 
	 	 	 	 
	 	 	JOOST THESSELING
	 
	 	 	 	 
	 	 	/s/ Joost Thesseling
	 	 	 
	 
	 	 	 	 
	 	 	THOMAS RITCHIE
	 
	 	 	 	 
	 	 	/s/ Thomas Ritchie
	 	 	 
	 
	 	 	 	 
	 	 	EVAN WEINSTEIN
	 
	 	 	 	 
	 	 	/s/ Evan Weinstein
	 	 	 
	 
	 	 	 	 
	 	 	COLIN DARRETTA
	 
	 	 	 	 
	 	 	/s/ Colin Darretta
	 	 	 





[Signature page to Subscription Agreement]




 









 








	 	 	 	 	 
	Accepted as of the first date written above:





PLY GEM PRIME HOLDINGS, INC.

 	 	 
	By:  	/s/ Shawn K. Poe
 	 	 
	 	Name:  	Shawn K. Poe 	 	 
	 	Title:  	Chief Financial Officer 	 	 



[Signature page to Subscription Agreement]



 









 






	 	 	 	 	 



Schedule A




	 	 	 	 	 	 	 	 	 
	 	 	Number of	 	 	 	 
	 	 	Shares	 	 	Aggregate	 
	Purchaser	 	Purchased	 	 	Purchase Price	 
	Georgica GP LLC
	 	 	6,761.71	 	 	$	676,171	 
	SML Family Investors LLC
	 	 	1,266.86	 	 	 	126,686	 
	Celtic Investments LP
	 	 	1,789.75	 	 	 	178,975	 
	Tim Hall
	 	 	240.65	 	 	 	24,065	 
	Joost Thesseling
	 	 	266.79	 	 	 	26,679	 
	Tom Ritchie
	 	 	74.39	 	 	 	7,439	 
	Evan Weinstein
	 	 	250.00	 	 	 	25,000	 
	Colin Darretta
	 	 	125.00	 	 	 	12,500	 
	 
	 	 	 	 	 	 
	 
	 	 	10,775.15	 	 	$	1,077,515