Exhibit 10.1


 


Execution
Version


 


Confidential


 


VOTING AND SUPPORT AGREEMENT


 


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).


 


RECITALS


 


WHEREAS, concurrently with
the execution and delivery of this Agreement, (i) the Company, (ii) Camelot Return Intermediate Holdings, LLC, a Delaware limited liability
company (“Parent”), and (iii) Camelot Return Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary
of Parent (“Merger Sub”), have entered into an Agreement and Plan of Merger (as may be amended from time to time, the
 “Merger Agreement”), which provides for the merger of Merger Sub with and into the Company (the “Merger”)
with the Company surviving the Merger as a wholly owned subsidiary of Parent;


 


WHEREAS, as of the date hereof,
each Stockholder is the record and/or beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of the Shares set forth
opposite such Stockholder’s name on Exhibit A (together with any Shares subsequently acquired, the “Owned Shares”);


 


WHEREAS, it is anticipated
that, prior to the Effective Time, the Selling CD&R Funds will transfer and sell all of their Owned Shares to Parent, and Parent will
purchase from the Selling CD&R Funds all of their Owned Shares; and


 


WHEREAS, as a condition to
the willingness of the Company to enter into the Merger Agreement and as an inducement and in consideration therefor, the Company has
required that the Stockholders agree, and the Stockholders have agreed, to enter into this Agreement.


 


NOW, THEREFORE, in consideration
of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the Stockholders
and the Company hereby agree as follows:


 


Section
1.                  
Agreement to Vote.


 


From and after the date
hereof until the termination of this Agreement in accordance with Section 2, at any meeting of the Company’s stockholders,
including any postponement, recess or adjournment thereof, or in any other circumstance, in each case, upon which a vote, consent or other
approval (including a written consent) with respect to the Merger Agreement, the Merger or any other transaction contemplated by the Merger
Agreement is sought, the Stockholders agree to, and agree to cause their applicable Affiliates to, affirmatively vote (including via proxy)
or execute consents with respect to (or cause to be voted (including via proxy) or consents to be executed with respect to) all of its
and their respective Owned Shares as follows, unless the Company Board (acting upon the recommendation of the Special Committee) or the
Special Committee has made a Change of Recommendation that amounts to a recommendation against item (i) below and that has not been rescinded
or withdrawn (in which case the Stockholders will be permitted to vote their Owned Shares with respect to the following matter in any
manner they choose in their sole discretion): (1) in favor of (“for”) (i) the Merger and the adoption of the Merger Agreement,
(ii) each of the other actions contemplated by the Merger Agreement or necessary or desirable in furtherance of the Merger and the other
transactions contemplated by the Merger Agreement and (iii) the adjournment of any meeting of the Company’s stockholders in accordance
with Section 6.5 of the Merger Agreement and (2) against any action or agreement that would reasonably be expected to result in any of
the conditions to the consummation of the Merger under the Merger Agreement not being fulfilled (clauses (1) and (2) collectively, the
 “Supported Matters”). Each Stockholder shall cause all of its Owned Shares to be counted as present thereat (including
by proxy) for purposes of establishing a quorum at each meeting of the Company’s stockholders at which the matters described in
this Section 1(a) are to be considered (including every adjournment or postponement thereof). For the avoidance of doubt, other
than with respect to the Supported Matters, no Stockholder has any obligation to vote its Owned Shares in any particular manner and, with
respect to such other matters (other than the Supported Matters), each Stockholder shall be entitled to vote its Owned Shares in its sole
discretion.


 






     


     


    

 


Section
2.                  
Termination. This Agreement shall terminate without further action upon the earliest to occur of (a) the Effective
Time and (b) the valid termination of the Merger Agreement in accordance with its terms (such earliest date being referred to herein
as the “Termination Date”); provided that the provisions set forth in Sections 11 through 21
shall survive the termination of this Agreement; and provided further that the termination of this Agreement shall not
prevent any party from seeking any remedies (at law or in equity) against any other party for that party’s Willful and Material
Breach (as defined below) prior to the date of termination. For purposes hereof, “Willful and Material Breach” means
a material breach of this Agreement that results from a willful or deliberate act or failure to act by a party that knows, or would reasonably
be expected to have known, that the taking of such act or failure would result in such a material breach.


 


Section
3.               
Efforts; Forbearance.


 


(a)              
From the date of this Agreement until the Effective Time, CD&R Fund X shall not directly or indirectly (but subject in all
respects to the last sentence of this paragraph) acquire or agree to acquire by merging or consolidating with, or by purchasing the assets
of or equity in, any Person (a “Specified Acquisition”), if the entering into of a definitive agreement relating to
or the consummation of such a Specified Acquisition would reasonably be expected to (A) prevent, materially delay or materially impede
the obtaining of any authorizations, consents, orders, declarations or approvals of any Governmental Authority or the expiration or termination
of any applicable waiting period necessary to consummate the transactions contemplated by the Merger Agreement, including the Merger or
(B) materially increase the risk of any Governmental Authority entering an order, ruling, judgment or injunction pursuant to any Antitrust
Law prohibiting the consummation of the transactions contemplated by the Merger Agreement, including the Merger. Notwithstanding anything
in this Agreement to the contrary, the restrictions set forth in this Section 3(a) shall not apply to any existing portfolio company
(as such term is commonly understood in the private equity industry) of CD&R Fund X or any successor subsidiary of such portfolio
company. Each Stockholder and CD&R Fund X shall: (i) give the Company prompt notice of the making or commencement of any request
or proceeding by or before any Governmental Authority with respect to the Merger or any other transactions contemplated by the Merger
Agreement; (ii) keep the Company informed as to the status of any such request or proceeding; (iii) give the Company notice and an
opportunity to participate in any substantive communication made to the FTC, the Antitrust Division of the DOJ, or any other domestic,
foreign or supranational Governmental Authority regarding the Merger or any other transactions contemplated by the Merger Agreement; (iv)
promptly notify the Company of any communication from the FTC, the DOJ or any other domestic, foreign or supranational Governmental Authority
regarding the Merger or any other transactions contemplated by the Merger Agreement and (v) use reasonable best efforts to (x) provide
information requested by and participate in meetings with any Governmental Authority and (y) provide reasonable assistance to Parent and
Merger Sub, in each case of the foregoing clauses (x) and (y), in connection with the obtaining of any authorizations, consents, orders,
declarations or approvals of any such Governmental Authority or the expiration or termination of any applicable waiting period necessary
to consummate the transactions contemplated by the Merger Agreement, including the Merger; provided that, for the avoidance of doubt,
the foregoing obligations set forth in the foregoing clauses (i) - (v) shall not require any Stockholder or CD&R Fund to take any
action with respect to any of their respective portfolio companies (as such term is commonly understood in the private equity industry)
or any successor subsidiary of any such portfolio company. Subject to applicable Laws relating to the exchange of information, the Company
shall have the right to review in advance, and each Stockholder and CD&R Fund X shall consult with the Company on and consider in
good faith the Company’s views in connection with, any filing made with, or substantive written materials submitted or substantive
communication made to any Governmental Authority in connection with the Merger or any other transactions contemplated by the Merger Agreement.
In addition, except as may be prohibited by any Governmental Authority or by any applicable Law, each Stockholder and CD&R Fund X
shall permit authorized representatives of the Company to be present at each non-ministerial meeting, conference, videoconference, or
telephone call and to have access to and be consulted in connection with any presentation, letter, white paper, or proposal made or submitted
to any Governmental Authority in connection with such request or proceeding. In exercising the foregoing rights, the Company, each Stockholder
and CD&R Fund X shall act reasonably and as promptly as practicable. Materials provided pursuant to this Section 3 may be redacted
(i) to remove references concerning the valuation of the Company, (ii) as necessary to comply with contractual obligations, and (iii)
as necessary to address reasonable privilege concerns.


 






    2


     


    

 


Section
4.               
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants to the Company
as follows:


 


(a)            
Authority. Each Stockholder is a legal entity duly organized, validly existing and in good standing under the Laws
of its jurisdiction of organization. Each Stockholder has all requisite corporate or other similar power and authority and has taken all
corporate or other similar action necessary (including approval by the board of directors or applicable corporate bodies) to execute,
deliver, comply with and perform its obligations under this Agreement in accordance with the terms hereof and to consummate the transactions
contemplated hereby, and no other action on the part of or vote of holders of any equity securities of such Stockholder is necessary to
authorize the execution and delivery of, compliance with and performance by such Stockholder of this Agreement. This Agreement has been
duly executed and delivered by each Stockholder and constitutes a legal, valid and binding agreement of each Stockholder enforceable against
such Stockholder in accordance with its terms, subject to the Bankruptcy and Equity Exception.


 


(b)          
No Conflicts; Consents. 


 


(i)                
The execution and delivery of, compliance with and performance by each Stockholder of this Agreement do not and will not
(i) conflict with or result in any violation or breach of any provision of the certificate of formation or operating agreement or similar
organizational documents of such Stockholder, (ii) conflict with or result in a violation or breach of any applicable Law, (iii) require
any consent by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute
a default under, or cause or permit the termination, cancellation or acceleration of any right or obligation or the loss of any benefit
to which such Stockholder is entitled, under any Contract binding upon such Stockholder, or to which any of their respective properties,
rights or other assets are subject or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets
(including intangible assets) of such Stockholder, except in the case of clauses (ii), (iii) and (iv) above, any such violation, breach,
conflict, default, termination, acceleration, cancellation or loss that would not, individually or in the aggregate, reasonably be expected
to restrict, prohibit or impair the consummation of the Merger or the performance by such Stockholder of its obligations under this Agreement.


 


(ii)             
No consent, approval, order or authorization of, or registration, declaration or, (except as required by the rules and regulations
promulgated under the Exchange Act, the Securities Act, or state securities, takeover and “blue sky” laws) filing with, any
Governmental Authority or any other Person, is required by or with respect to the Stockholder in connection with the execution and delivery
of this Agreement or the consummation by the Stockholder of the transactions contemplated hereby, except as would not, individually or
in the aggregate, reasonably be expected to restrict, prohibit or impair the consummation of the Merger or the performance by such Stockholder
of its obligations under this Agreement.


 


Section
5.               
Representations and Warranties of the Company. The Company hereby represents and warrants to each Stockholder as
follows:


 


(a)           
Authority. The Company is a legal entity duly incorporated, validly existing and in good standing under the Laws
of the State of Delaware. The Company has all requisite corporate power and authority and has taken all corporate action necessary (including
approval by the Company Board (acting on the recommendation of the Special Committee)) to execute, deliver and perform its obligations
under this Agreement in accordance with the terms hereof and no other corporate action by the Company or vote of holders of any class
of the capital stock of the Company is necessary to approve and adopt this Agreement. This Agreement has been duly executed and delivered
by the Company and constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms,
subject to the Bankruptcy and Equity Exception.


 






    3


     


    

 


(b)           
Noncontravention. 


 


(i)                
The execution, delivery and performance by the Company of this Agreement do not and will not, other than as provided in
the Merger Agreement with respect to the Merger and the other transactions contemplated thereby, (i) conflict with or result in any violation
or breach of any provision of the certificate of incorporation or bylaws of the Company or the similar organizational documents of any
of its Subsidiaries, (ii) conflict with or result in a violation or breach of any applicable Law, (iii) require any consent by any Person
under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default under, or cause
or permit the termination, cancellation or acceleration of any right or obligation or the loss of any benefit to which the Company and
any of its Subsidiaries are entitled, under any Contract binding upon the Company or any of its Subsidiaries, or to which any of their
respective properties, rights or other assets are subject or (iv) result in the creation of a Lien (other than Permitted Liens) on any
of the properties or assets (including intangible assets) of the Company or any of its Subsidiaries, except in the case of clauses (ii),
(iii) and (iv) above, any such violation, breach, conflict, default, termination, acceleration, cancellation or loss that would not restrict,
prohibit or impair the performance by the Company of its obligations under this Agreement.


 


(ii)             
No consent, approval, order or authorization of, or registration, declaration or, (except as required by the rules and regulations
promulgated under the Exchange Act, the Securities Act, or state securities, takeover and “blue sky” laws) filing with, any
Governmental Authority or any other Person, is required by or with respect to the Company in connection with the execution and delivery
of this Agreement or the consummation by the Company of the transactions contemplated hereby, except as would not, individually or in
the aggregate, reasonably be expected to restrict, prohibit or impair the consummation of the Merger or the performance by the Company
of its obligations under this Agreement.


 


Section
6.              
Stockholder Capacity. This Agreement is being entered into by each Stockholder solely in its capacity as a record
and/or beneficial owner of the Owned Shares, and nothing in this Agreement shall restrict or limit the ability of such Stockholder or
any Affiliate of such Stockholder who is a director, officer or employee of the Company to take any action in his or her capacity as a
director, officer or employee of the Company, including the exercise of fiduciary duties to the Company or its stockholders.


 


Section
7.               
Non-Survival of Representations, Warranties and Covenants. The representations, warranties and covenants contained
herein shall not survive the Termination Date.


 






    4


     


    

 


Section
8.              
Waiver of Appraisal Rights. Each Stockholder hereby irrevocably waives, to the fullest extent of the Law, and agrees
not to assert any appraisal rights under Section 262 of the DGCL, a copy of which is attached hereto as Exhibit B, with respect
to all of such Stockholder’s Owned Shares with respect to the Merger and the transactions contemplated by the Merger Agreement.


 


Section
9.              
Other Agreements. Acting upon the unanimous recommendation of the Special Committee, the Company hereby (i) irrevocably
waives, and shall not enforce, the obligations of the Stockholders and their Affiliates pursuant to Section 3.3(a) of the Stockholders
Agreement with respect to any actions taken by the Stockholders and/or their Affiliates in connection with the Merger Agreement and the
transactions contemplated thereby, including the Merger (and all other transactions incidental and related thereto) and the exercise of
any rights pursuant to the Merger Agreement and (ii) acknowledges and agrees that the Merger Agreement and the transactions contemplated
thereby, including the Merger (and all other transactions incidental and related thereto) and the exercise of any rights pursuant to the
Merger Agreement are (and shall be deemed to be) permitted under the Stockholders Agreement. For the avoidance of doubt, the preceding
sentence, including the waiver referred to in clause (i), shall terminate and be of no force or effect upon the valid termination of the
Merger Agreement (it being understood that no such termination shall retroactively invalidate any statement or action of any Stockholder
and/or its Affiliates made or taken during the period during which such waiver was in effect so long as such statement or action was not,
at the time made or taken, in breach of such waiver). The Company hereby further acknowledges that the determination to enter into this
Agreement (and in particular this Section 9) has been made by a majority of the Independent Non-CD&R Investor Directors (as
defined in the Stockholders Agreement) and the Chief Executive Officer of the Company.


 


Section
10.           
Further Assurances. Each Stockholder and the Company shall, from time to time, execute and deliver, or cause to be
executed and delivered, such additional or further consents, documents and other instruments as the Special Committee may reasonably request
to the extent necessary to effect the transactions contemplated by this Agreement.


 


Section
11.           
Notices. Each party hereto agrees that notice or the service of process in any action, suit or proceeding arising
out of or relating to this Agreement shall be properly served or delivered if delivered to the addresses of the parties set forth in,
and in the manner contemplated by, that certain Stockholders Agreement, by and among the Company, the Stockholders and the other parties
thereto, dated as of November 16, 2018 (the “Stockholders Agreement”).


 


Section
12.            
Interpretation. Where a reference in this Agreement is made to a section or exhibit, such reference shall be to a
section of or exhibit to this Agreement unless otherwise indicated. If a term is defined as one part of speech (such as a noun), it shall
have a corresponding meaning when used as another part of speech (such as a verb). Unless the context of this Agreement clearly requires
otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa, and the definitions of
terms contained in this Agreement are applicable to the singular as well as the plural forms of such terms. The words “includes”
or “including” shall mean “including without limitation,” the words “hereof,” “hereby,”
 “herein,” “hereunder” and similar terms in this Agreement shall refer to this Agreement as a whole and not any
particular section or article in which such words appear, the word “extent” in the phrase “to the extent” shall
mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if,” any reference to a Law
shall include any rules and regulations promulgated thereunder, and any reference to any Law in this Agreement shall mean such Law as
from time to time amended, modified or supplemented. Each reference to a “wholly owned Subsidiary” or “wholly owned
Subsidiaries” of a Person shall be deemed to include any Subsidiary of such Person where all of the equity interests of such Subsidiary
are directly or indirectly owned by such Person (other than directors qualifying shares, nominee shares or other equity interests that
are required by law or regulation to be held by a director or nominee).


 






    5


     


    

 


Section
13.            
Entire Agreement. This Agreement (including the schedules and exhibits hereto) constitutes the entire agreement of
the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among
the parties with respect to the subject matter hereof. For the avoidance of doubt, other than to the extent modified by this Agreement
and that certain Limited Waiver, dated as of February 12, 2022, the Stockholders Agreement shall continue to apply unaffected by this
Agreement.


 


Section
14.            
No Third Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of the parties
and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer
upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.


 


Section
15.             
Governing Law. This Agreement and any claim, cause of action or Action (whether at law, in contract or in tort) that
may directly or indirectly be based upon, relate to or arise out of this Agreement or any transaction contemplated hereby, or the negotiation,
execution or performance hereunder shall be governed by, and construed and enforced in accordance with, the Laws of the State of Delaware,
without regard to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would
cause the application of the Laws of any jurisdiction other than the State of Delaware. In addition, each of the Parties (a) expressly
submits to the personal jurisdiction and venue of the Chosen Courts, in the event any dispute between the Parties (whether in contract,
tort or otherwise) arises out of this Agreement or the transactions contemplated hereby, (b) expressly waives any claim of lack of
personal jurisdiction or improper venue and any claims that such courts are an inconvenient forum with respect to such a claim, and (c) agrees
that it shall not bring any claim, action or proceeding against any other Parties relating to this Agreement or the transactions contemplated
hereby in any court other than the Chosen Courts. Each Party hereby irrevocably consents to the service of process of any of the aforementioned
courts in any such suit, action or proceeding by the mailing of copies thereof by registered or certified mail or by overnight courier
service, postage prepaid, to its address as prescribed by Section 11, such service to become effective ten (10) days after such
mailing. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY CLAIM, ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY. EACH PARTY (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (ii) ACKNOWLEDGES
THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION
15.


 






    6


     


    

 


Section
16.            
Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement
may be assigned or delegated, in whole or in part, by operation of Law or otherwise, by any party without the prior written consent of
the other parties, and any such assignment without such prior written consent shall be null and void. Subject to the preceding sentence,
this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.


 


Section
17.            
Enforcement. The parties agree that irreparable damage for which monetary damages, even if available, would not be
an adequate remedy would occur in the event that the parties do not timely perform the provisions of this Agreement (including any party
failing to take such actions as are required of it hereunder in order to consummate this Agreement) in accordance with its specified terms
or otherwise breach such provisions. The parties acknowledge and agree that (a) the parties will be entitled, in addition to any other
remedy to which they are entitled at law or in equity, to an injunction, specific performance and other equitable relief to prevent breaches
(or threatened breaches) of this Agreement and to enforce specifically the terms and provisions hereof and (b) the right of specific enforcement
is an integral part of the transactions contemplated hereby and without that right, neither the Company nor the Stockholders would have
entered into this Agreement.


 


Section
18.            
Severability. In the event that any provision of this Agreement, or the application thereof, becomes or is declared
by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force
and effect and the application of such provision to other Persons or circumstances will be interpreted so as reasonably to effect the
intent of the parties. The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable
provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.


 


Section
19.            
Counterparts. This Agreement and any amendments hereto may be executed in one or more counterparts, all of which
will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the
parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. Any such counterpart,
to the extent delivered by electronic delivery, will be treated in all manners and respects as an original executed counterpart and will
be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No party may
raise the use of an electronic delivery to deliver a signature, or the fact that any signature or agreement or instrument was transmitted
or communicated through the use of an electronic delivery, as a defense to the formation of a contract, and each party forever waives
any such defense, except to the extent such defense relates to lack of authenticity.


 


Section
20.            
Amendment. This Agreement may be amended by the parties hereto, and the terms and conditions hereof may be waived,
only by an instrument in writing signed on behalf of each of the parties hereto, or, in the case of a waiver, by an instrument signed
on behalf of the party waiving compliance.


 






    7


     


    

 


Section
21.           
No Presumption Against Drafting Party. The Company and the Stockholders acknowledge that each party to this Agreement
has been represented by counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any
rule of Law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the drafting
party has no application and is expressly waived.


 


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


 









    8


     


    

 


IN WITNESS WHEREOF, the parties
have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.


 


	 	CD&R PISCES HOLDINGS, L.P. 
	 	 	 
	 	By:	CD&R Investment Associates X, Ltd., its general partner
	 	 	 
	 	By:	/s/ Rima Simson
	 	 	Name: Rima Simson
	 	 	Title:   Vice President, Treasurer and Secretary 
	 	 	 
	 	CLAYTON, DUBILIER & RICE FUND VIII, L.P.
	 	 	 
	 	By:	CD&R Associates VIII, Ltd., its general partner
	 	 	 
	 	By:	/s/ Rima Simson
	 	 	Name: Rima Simson
	 	 	Title:   Vice President, Treasurer and Secretary 
	 	   	 
	 	CD&R FRIENDS & FAMILY FUND VIII, L.P.
	 	 	 
	 	By:	CD&R Associates VIII, Ltd., its general partner
	 	 	 
	 	By:	/s/ Rima Simson
	 	 	Name: Rima Simson
	 	 	Title:   Vice President, Treasurer and Secretary 



 


[Signature Page to Voting and Support Agreement]


 






    


     


    

 


	 	CLAYTON, DUBILIER & RICE FUND X, L.P.
 (solely for purposes of Section 3)
	 	 	 
	 	By:	CD&R Associates X, L.P., its general partner
	 	 	 
	 	By:	CD&R Investment Associates X, Ltd., its general partner
	 	 	 
	 	By:	 /s/ Rima Simson
	 	 	Name: Rima Simson
	 	 	Title:   Vice President, Treasurer and Secretary 



 


[Signature Page to Voting
and Support Agreement]


 






    


     


    




 


	 	CORNERSTONE BUILDING BRANDS, INC. 
	 	 	 
	 	By:	/s/ Jeffrey S. Lee
	 	 	Name: Jeffrey S. Lee
	 	 	Title:   Executive Vice President, Chief Financial Officer and Chief Accounting Officer





 


[Signature
Page to Voting and Support Agreement]


 






    


     


    

 


EXHIBIT A


 


	Record or Beneficial Owner	 	No. of Shares Owned	 
	Clayton, Dubilier & Rice Fund VIII, L.P.	 	 	22,744,823	 
	CD&R Friends & Family Fund VIII, L.P.	 	 	56,940	 
	CD&R Pisces Holdings, L.P.	 	 	39,128,929	 
	Clayton, Dubilier & Rice, LLC	 	 	212,723	 






 






    


     


    

 


EXHIBIT B


 


[See attached.]


 






    


     


    

 


EXHIBIT B


 


SECTION 262 OF THE
GENERAL CORPORATION LAW


 


OF THE STATE OF DELAWARE


 


§ 262. Appraisal rights [For
application of this section, see § 17; 82 Del. Laws, c. 45, § 23; and 82 Del. Laws, c. 256, § 24].


 


(a) Any stockholder of a corporation
of this State who holds shares of stock on the date of the making of a demand pursuant to subsection (d) of this section with respect
to such shares, who continuously holds such shares through the effective date of the merger or consolidation, who has otherwise complied
with subsection (d) of this section and who has neither voted in favor of the merger or consolidation nor consented thereto in writing
pursuant to § 228 of this title shall be entitled to an appraisal by the Court of Chancery of the fair value of the stockholder's
shares of stock under the circumstances described in subsections (b) and (c) of this section. As used in this section, the word "stockholder"
means a holder of record of stock in a corporation; the words "stock" and "share" mean and include what is ordinarily
meant by those words; and the words "depository receipt" mean a receipt or other instrument issued by a depository representing
an interest in 1 or more shares, or fractions thereof, solely of stock of a corporation, which stock is deposited with the depository.


 


(b) Appraisal
rights shall be available for the shares of any class or series of stock of a constituent corporation in a merger or consolidation
to be effected pursuant to § 251 (other than a merger effected pursuant to § 251(g) of this title), § 252, §
254, § 255, § 256, § 257, § 258, § 263 or § 264 of this title:


 


(1) Provided,
however, that no appraisal rights under this section shall be available for the shares of any class or series of stock, which stock, or
depository receipts in respect thereof, at the record date fixed to determine the stockholders entitled to receive notice of the meeting
of stockholders to act upon the agreement of merger or consolidation (or, in the case of a merger pursuant to § 251(h), as of immediately
prior to the execution of the agreement of merger), were either: (i) listed on a national securities exchange or (ii) held of record by
more than 2,000 holders; and further provided that no appraisal rights shall be available for any shares of stock of the constituent corporation
surviving a merger if the merger did not require for its approval the vote of the stockholders of the surviving corporation as provided
in § 251(f) of this title.


 


(2) Notwithstanding
paragraph (b)(1) of this section, appraisal rights under this section shall be available for the shares of any class or series of stock
of a constituent corporation if the holders thereof are required by the terms of an agreement of merger or consolidation pursuant to §§ 251, 252, 254, 255, 256, 257, 258, 263 and 264 of this title to accept for such stock anything except:





 






    


     


    

 


a. Shares of stock of the corporation
surviving or resulting from such merger or consolidation, or depository receipts in respect thereof;


 


b. Shares of stock
of any other corporation, or depository receipts in respect thereof, which shares of stock (or depository receipts in respect thereof)
or depository receipts at the effective date of the merger or consolidation will be either listed on a national securities exchange or
held of record by more than 2,000 holders;


 


c. Cash in lieu of fractional shares
or fractional depository receipts described in the foregoing paragraphs (b)(2)a. and b. of this section; or


 


d. Any combination
of the shares of stock, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in the foregoing
paragraphs (b)(2)a., b. and c. of this section.


 


(3) In the event
all of the stock of a subsidiary Delaware corporation party to a merger effected under § 253 or § 267 of this title is not owned
by the parent immediately prior to the merger, appraisal rights shall be available for the shares of the subsidiary Delaware corporation.


 


(4) [Repealed.]


 


(c) Any corporation may provide in its certificate of incorporation that appraisal rights under this section shall be available for the
shares of any class or series of its stock as a result of an amendment to its certificate of incorporation, any merger or consolidation
in which the corporation is a constituent corporation or the sale of all or substantially all of the assets of the corporation. If
the certificate of incorporation contains such a provision, the provisions of this section, including those
set forth in subsections (d),(e), and (g) of this section, shall apply as nearly as is practicable.


 


(d) Appraisal rights shall be perfected as follows:


 


(1) If a
proposed merger or consolidation for which appraisal rights are provided under this section is to be submitted for approval at a
meeting of stockholders, the corporation, not less than 20 days prior to the meeting, shall notify each of its stockholders who was
such on the record date for notice of such meeting (or such members who received notice in accordance with § 255(c)
of this title) with respect to shares for which appraisal rights are available pursuant to subsection (b) or (c) of this section
that appraisal rights are available for any or all of the shares of the constituent corporations, and shall include in such notice a
copy of this section and, if 1 of the constituent corporations is a nonstock corporation, a copy of § 114 of this title. Each
stockholder electing to demand the appraisal of such stockholder's shares shall deliver to the corporation, before the taking of the
vote on the merger or consolidation, a written demand for appraisal of such stockholder's shares; provided that a demand may be
delivered to the corporation by electronic transmission if directed to an information processing system (if any) expressly
designated for that purpose in such notice. Such demand will be sufficient if it reasonably informs the corporation of the identity
of the stockholder and that the stockholder intends thereby to demand the appraisal of such stockholder's shares. A proxy or vote
against the merger or consolidation shall not constitute such a demand. A stockholder electing to take such action must do so by a
separate written demand as herein provided. Within 10 days after the effective date of such merger or consolidation, the surviving
or resulting corporation shall notify each stockholder of each constituent corporation who has complied with this subsection and has
not voted in favor of or consented to the merger or consolidation of the date that the merger or consolidation has become effective;
or


 






    


     


    

 


(2) If the
merger or consolidation was approved pursuant to § 228, § 251(h), § 253, or § 267 of this title, then either a
constituent corporation before the effective date of the merger or consolidation or the surviving or resulting corporation within 10
days thereafter shall notify each of the holders of any class or series of stock of such constituent corporation who are entitled to
appraisal rights of the approval of the merger or consolidation and that appraisal rights are available for any or all shares of
such class or series of stock of such constituent corporation, and shall include in such notice a copy of this section and, if 1 of
the constituent corporations is a nonstock corporation, a copy of § 114 of this title. Such notice may, and, if given on or
after the effective date of the merger or consolidation, shall, also notify such stockholders of the effective date of the merger or
consolidation. Any stockholder entitled to appraisal rights may, within 20 days after the date of giving such notice or, in the case
of a merger approved pursuant to § 251(h) of this title, within the later of the consummation of the offer contemplated by
 § 251(h) of this title and 20 days after the date of giving such notice, demand in writing from the surviving or resulting
corporation the appraisal of such holder's shares; provided that a demand may be delivered to the corporation by electronic
transmission if directed to an information processing system (if any) expressly designated for that purpose in such notice. Such
demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder
intends thereby to demand the appraisal of such holder's shares. If such notice did not notify stockholders of the effective date of
the merger or consolidation, either (i) each such constituent corporation shall send a second notice before the effective date of
the merger or consolidation notifying each of the holders of any class or series of stock of such constituent corporation that are
entitled to appraisal rights of the effective date of the merger or consolidation or (ii) the surviving or resulting corporation
shall send such a second notice to all such holders on or within 10 days after such effective date; provided, however, that if such
second notice is sent more than 20 days following the sending of the first notice or, in the case of a merger approved pursuant to
 § 251(h) of this title, later than the later of the consummation of the offer contemplated by § 251(h) of this title and
20 days following the sending of the first notice, such second notice need only be sent to each stockholder who is entitled to
appraisal rights and who has demanded appraisal of such holder's shares in accordance with this subsection. An affidavit of the
secretary or assistant secretary or of the transfer agent of the corporation that is required to give either notice that such notice
has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. For purposes of determining the
stockholders entitled to receive either notice, each constituent corporation may fix, in advance, a record date that shall be not
more than 10 days prior to the date the notice is given, provided, that if the notice is given on or after the effective date of the
merger or consolidation, the record date shall be such effective date. If no record date is fixed and the notice is given prior to
the effective date, the record date shall be the close of business on the day next preceding the day on which the notice is
given.


 






    


     


    

 


(e)
Within 120 days after the effective date of the merger or consolidation, the surviving or resulting corporation or any stockholder who
has complied with subsections (a) and (d) of this section hereof and who is otherwise entitled to appraisal rights, may commence an appraisal
proceeding by filing a petition in the Court of Chancery demanding a determination of the value of the stock of all such stockholders.
Notwithstanding the foregoing, at any time within 60 days after the effective date of the merger or consolidation, any stockholder who
has not commenced an appraisal proceeding or joined that proceeding as a named party shall have the right to withdraw such stockholder's
demand for appraisal and to accept the terms offered upon the merger or consolidation. Within 120 days after the effective date of the
merger or consolidation, any stockholder who has complied with the requirements of subsections (a) and (d) of this section hereof, upon
request given in writing (or by electronic transmission directed to an information processing system (if any) expressly designated for
that purpose in the notice of appraisal), shall be entitled to receive from the corporation surviving the merger or resulting from the
consolidation a statement setting forth the aggregate number of shares not voted in favor of the merger or consolidation (or, in the case
of a merger approved pursuant to § 251(h) of this title, the aggregate number of shares (other than any excluded stock (as defined
in § 251(h)(6)d. of this title)) that were the subject of, and were not tendered into, and
accepted for purchase or exchange in, the offer referred to in § 251(h)(2)), and, in either case, with respect to which demands
for appraisal have been received and the aggregate number of holders of such shares. Such statement shall be given to the stockholder
within 10 days after such stockholder's request for such a statement is received by the surviving or resulting corporation or within 10
days after expiration of the period for delivery of demands for appraisal under subsection (d) of this section hereof, whichever is later.
Notwithstanding subsection (a) of this section, a person who is the beneficial owner of shares of such stock held either in a voting trust
or by a nominee on behalf of such person may, in such person's own name, file a petition or request from the corporation the statement
described in this subsection.


 


(f)
Upon the filing of any such petition by a stockholder, service of a copy thereof shall be made upon the surviving or resulting corporation,
which shall within 20 days after such service file in the office of the Register in Chancery in which the petition was filed a duly verified
list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to
the value of their shares have not been reached by the surviving or resulting corporation. If the
petition shall be filed by the surviving or resulting corporation, the petition shall be accompanied by such a duly verified list. The
Register in Chancery, if so ordered by the Court, shall give notice of the time and place fixed for the hearing of such petition by registered
or certified mail to the surviving or resulting corporation and to the stockholders shown on the list at the addresses therein stated.
Such notice shall also be given by 1 or more publications at least 1 week before the day of the hearing, in a newspaper of general circulation
published in the City of Wilmington, Delaware or such publication as the Court deems advisable. The forms of the notices by mail and by
publication shall be approved by the Court, and the costs thereof shall be borne by the surviving or resulting corporation.


 


(g) At the
hearing on such petition, the Court shall determine the stockholders who have complied with this section and who have become
entitled to appraisal rights. The Court may require the stockholders who have demanded an appraisal
for their shares and who hold stock represented by certificates to submit their certificates of stock to the Register in Chancery
for notation thereon of the pendency of the appraisal proceedings; and if any stockholder fails to comply with such direction, the
Court may dismiss the proceedings as to such stockholder. If immediately before the merger or
consolidation the shares of the class or series of stock of the constituent corporation as to which appraisal rights are available
were listed on a national securities exchange, the Court shall dismiss the proceedings as to all holders of such shares who are
otherwise entitled to appraisal rights unless (1) the total number of shares entitled to appraisal exceeds 1% of the outstanding
shares of the class or series eligible for appraisal, (2) the value of the consideration provided in the merger or consolidation for
such total number of shares exceeds $1 million, or (3) the merger was approved pursuant to § 253 or § 267 of this
title.


 






    


     


    

 


(h)
After the Court determines the stockholders entitled to an appraisal, the appraisal proceeding shall be conducted in accordance with the
rules of the Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding the Court shall
determine the fair value of the shares exclusive of any element of value arising from the accomplishment or expectation of the merger
or consolidation, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining such fair
value, the Court shall take into account all relevant factors. Unless the Court in its discretion determines otherwise for good cause
shown, and except as provided in this subsection, interest from the effective date of the merger through the date of payment of the judgment
shall be compounded quarterly and shall accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from
time to time during the period between the effective date of the merger and the date of payment of the judgment. At any time before the
entry of judgment in the proceedings, the surviving corporation may pay to each stockholder entitled to appraisal an amount in cash, in
which case interest shall accrue thereafter as provided herein only upon the sum of (1) the difference,
if any, between the amount so paid and the fair value of the shares as determined by the Court, and (2) interest theretofore accrued,
unless paid at that time. Upon application by the surviving or resulting corporation or by any stockholder entitled to participate in
the appraisal proceeding, the Court may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the
stockholders entitled to an appraisal. Any stockholder whose name appears on the list filed by the surviving or resulting corporation
pursuant to subsection (f) of this section and who has submitted such stockholder's certificates
of stock to the Register in Chancery, if such is required, may participate fully in all proceedings until it is finally determined that
such stockholder is not entitled to appraisal rights under this section.


 


(i) The Court shall
direct the payment of the fair value of the shares, together with interest, if any, by the surviving or resulting corporation to the stockholders
entitled thereto. Payment shall be so made to each such stockholder, in the case of holders of uncertificated stock forthwith, and the
case of holders of shares represented by certificates upon the surrender to the corporation of the certificates representing such stock.
The Court's decree may be enforced as other decrees in the Court of Chancery may be enforced, whether such surviving or resulting corporation
be a corporation of this State or of any state.


 


(j) The costs
of the proceeding may be determined by the Court and taxed upon the parties as the Court deems equitable in the circumstances. Upon
application of a stockholder, the Court may order all or a portion of the expenses incurred by any stockholder in connection with
the appraisal proceeding, including, without limitation, reasonable attorney's fees and the fees and expenses of experts, to be
charged pro rata against the value of all the shares entitled to an appraisal.


 


(k) From and after
the effective date of the merger or consolidation, no stockholder who has demanded appraisal rights as provided in subsection (d)
of this section shall be entitled to vote such stock for any purpose or to receive payment of dividends or other distributions on
the stock (except dividends or other distributions payable to stockholders of record at a date which is prior to the effective date
of the merger or consolidation); provided, however, that if no petition for an appraisal shall be filed within the time provided in
subsection (e) of this section, or if such stockholder shall deliver to the surviving or resulting corporation a written withdrawal
of such stockholder's demand for an appraisal and an acceptance of the merger or consolidation, either within 60 days after the
effective date of the merger or consolidation as provided in subsection (e) of this section or thereafter with the written approval
of the corporation, then the right of such stockholder to an appraisal shall cease. Notwithstanding the foregoing, no appraisal
proceeding in the Court of Chancery shall be dismissed as to any stockholder without the approval of the Court, and such approval
may be conditioned upon such terms as the Court deems just; provided, however that this provision shall not affect the right of any
stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such stockholder's
demand for appraisal and to accept the terms offered upon the merger or consolidation within 60 days after the effective date of the
merger or consolidation, as set forth in subsection (e) of this section.


 






    


     


    

 


(1) The shares of
the surviving or resulting corporation to which the shares of such objecting stockholders would have been converted had they assented
to the merger or consolidation shall have the status of authorized and unissued shares of the surviving or resulting corporation.


 


8 Del. C. 1953, § 262; 56 Del. Laws, c. 50; 56 Del. Laws, c.
186, § 24; 57 Del. Laws, c. 148, §§ 27-29; 59 Del. Laws, c. 106, § 12; 60 Del. Laws, c. 371, §§ 3-12; 63
Del. Laws, c. 25, § 14; 63 Del. Laws, c. 152, §§ 1, 2; 64 Del. Laws, c. 112, §§ 46-54; 66 Del. Laws, c. 136,
 §§ 30-32; 66 Del. Laws, c. 352, § 9; 67 Del. Laws, c. 376, §§ 19, 20; 68 Del. Laws, c. 337, §§ 3,
4; 69 Del. Laws, c. 61, § 10; 69 Del. Laws, c. 262, §§ 1-9; 70 Del. Laws, c. 79, § 16; 70 Del. Laws, c. 186, §
1; 70 Del. Laws, c. 299, §§ 2, 3; 70 Del. Laws, c. 349, § 22; 71 Del. Laws, c. 120, § 15; 71 Del. Laws, c. 339, §§
49-52; 73 Del. Laws, c. 82, § 21; 76 Del. Laws, c. 145, §§ 11-16; 77 Del. Laws, c. 14, §§ 12, 13; 77
Del. Laws, c. 253, §§ 47-50; 77 Del. Laws, c. 290, §§ 16, 17; 79 Del. Laws, c. 72, §§ 10, 11; 79 Del. Laws,
c. 122, §§ 6, 7; 80 Del. Laws, c. 265, §§ 8-11; 81 Del. Laws, c. 354, §§ 9, 10, 17; 82 Del. Laws, c. 45,
 § 15; 82 Del. Laws, c. 256, § 15;