JANUS INTERNATIONAL GROUP, INC.
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
THIS WARRANT AGREEMENT (this Agreement), dated as of July 15, 2021, is by and between Janus International Group, Inc., a Delaware corporation (the Company), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the Warrant Agent, also referred to herein as the Transfer Agent).
WHEREAS, on November 7, 2019, Juniper Industrial Holdings, Inc., a Delaware corporation (JIH), entered into that certain Private Placement Warrants Purchase Agreement with Juniper Industrial Sponsor, LLC, a Delaware limited liability company (the Sponsor), pursuant to which the Sponsor purchased 10,150,000 warrants (the JIH Warrants) simultaneously with the closing of the Offering (as defined below). Each whole JIH Warrant entitled the holder thereof to purchase one share of Class A common stock of JIH, par value $0.0001 per share (JIH Common Stock), for $11.50 per share, subject to adjustment as described in the JIH Warrant Agreement (as defined below);
WHEREAS, on November 13, 2019, JIH completed its initial public offering (the Offering) of 34,500,000 units of JIH equity securities (the Units), each such Unit comprised of one share of JIH Common Stock and one-half of one JIH Warrant and, in connection therewith, JIH issued and delivered 17,250,000 JIH Warrants to public investors in the Offering;
WHEREAS, on November 13, 2019, JIH entered into a Warrant Agreement (the JIH Warrant Agreement) with Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent in connection with the Offering and the issuance of the JIH Warrants;
WHEREAS, the Company has filed with the Securities and Exchange Commission (the Commission) a registration statement on Form S-4, No. 333-252859 (the Registration Statement) and proxy statement/prospectus, for the registration, under the Securities Act of 1933, as amended (the Securities Act), of the Warrants (as defined below) and other securities of the Company;
WHEREAS, the Company desires, in connection with the completion of its Business Combination (as defined in the Registration Statement), to reflect that the warrants to purchase shares of common stock of the Company, par value $0.0001 per share (Common Stock), issued in connection therewith (the Warrants) constitute Warrants of the Company, which include (i) 10,150,000 Warrants (the Private Warrants), which shall be in replacement of the JIH Warrants purchased by the Sponsor in the Offering (one-half of which are being issued to former holders of JIH Warrants and one-half of which shall be issued to the equityholders of Janus Midco LLC (the Midco Equityholders) as part of the consideration payable to such Persons upon closing of the Business Combination) and (ii) 17,250,000 Warrants (the Public Warrants), which shall be in replacement of the JIH Warrants issued to public investors as part of the Units in connection with the Offering. Each Warrant entitles the holder thereof to purchase one share of Common Stock of the Company for $11.50 per share, subject to adjustment as described in this Agreement;
WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants;