Common use of Issuance of Notes Clause in Contracts

Issuance of Notes. Upon consummation of the acquisition (the "Acquisition") by Holdings of 100% of the outstanding membership units of Norcraft Companies, L.P. (the "Company") on the terms set forth in that certain Unit Purchase Agreement, dated as of August 29, 2003, among Holdings' predecessor, the Company's predecessor and the sellers and sellers' representatives named therein (as amended on October 3, 2003, the "UPA"), the Company and the Co-Issuer propose to issue and sell to UBS Securities LLC (the "Representative") and Wachovia Capital Markets, LLC (together with the Representative, the "Initial Purchasers") $150,000,000 aggregate principal amount of 9% Senior Subordinated Notes due 2011 (the "Original Notes"). The Original Notes will be issued pursuant to an indenture (the "Indenture"), to be dated the Closing Date (as defined herein), by and among the Company, the Co-Issuer, the Guarantor (as defined below) and U.S. Bank National Association, as trustee (the "Trustee"). The Company's obligations under the Original Notes will be unconditionally guaranteed (the "Guarantee") on an unsecured senior subordinated basis by Norcraft Canada Corporation, a Nova Scotia unlimited liability company that will be contributed to the Company after the date of this Agreement (the "Guarantor" and, together with Holdings, the Company and the Co-Issuer, the "Issuers"; provided, that with respect to any right, obligation or agreement set forth in this Agreement that is to be performed (i) prior to the execution of the Joinder Agreement (as defined below) by the Company and the Guarantor, the term Issuers shall refer only to Holdings and the Co-Issuer and (ii) following the execution of the Joinder Agreement by the Company and the Guarantor, the term Issuers shall refer only to the Company, the Co-Issuer and the Guarantor). All references herein to the Original Notes include the related Guarantee, unless the context otherwise requires. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Indenture. The Original Notes will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the "Act"). The Issuers have prepared a preliminary offering memorandum, dated September 30, 2003 (the "Preliminary Offering Memorandum"), and a final offering memorandum dated October 10, 2003 and available for distribution on or about the date hereof (the "Offering Memorandum") relating to the Issuers and the Original Notes. The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Purchase Agreement (this "Agreement") has been executed and delivered, to resell (the "Exempt Resales") the Original Notes purchased by the Initial Purchasers under this Agreement in private sales exempt from registration under the Act on the terms set forth in the Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchasers reasonably believe to be "qualified institutional buyers," as defined in Rule 144A under the Act ("QIBs"), and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act; the persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the "Eligible Purchasers." Upon issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Act, the Original Notes shall bear the legend relating thereto set forth under "Notice to investors" in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the registration rights set forth in the registration rights agreement (the "Registration Rights Agreement") to be dated the Closing Date in form and substance reasonably satisfactory to the Initial Purchasers and conforming to the description thereof in the Offering Memorandum, for so long as such Original Notes constitute "Registrable Notes" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Issuers will agree to (i) file with the Securities and Exchange Commission (the "Commission") under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement under the Act (the "Exchange Offer Registration Statement") relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), the "Exchange Notes" and, together with the Original Notes, the "Notes," which term includes any guarantee thereof by the Guarantor) to be offered in exchange for the Original Notes (the "Exchange Offer") and issued under the Indenture or an indenture substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders of the Original Notes, and (ii) use reasonable best efforts to cause such Registration Statements to be declared effective. This Agreement, the Original Notes, the Guarantee, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "Note Documents." The Original Notes are being offered and sold by the Company and the Co-Issuer in connection with the consummation of the Acquisition. In connection with the Acquisition, (i) an investor group led by SKM Equity Fund III, L.P. and Trimaran Fund II, L.L.C., will contribute cash to Norcraft Holdings L.P. in return for its limited partnership units; (ii) Xxxx Xxxxxx and his relatives will contribute cash and 100% of the outstanding equity interests of the Guarantor (which shall be the owner of the Winnipeg manufacturing facility described in the Offering Memorandum); (iii) certain members of the Company's senior management will exchange a portion of their membership units in the Company for limited partnership units of Norcraft Holdings, L.P. and exchange all or a portion of cash bonuses relating to the Acquisition in consideration for the right to receive additional limited partnership units of Norcraft Holdings L.P.; and (iv) the proceeds received by Norcraft Holdings L.P. from the transactions referred to in the foregoing clauses (i) and (ii) will be used to pay a portion of the consideration for the Acquisition and/or will be contributed to the Company as described in the Offering Memorandum (the transactions referred to in clauses (i) through (iii), the "Equity Financing"). In addition, on the Closing Date the Company will repay all outstanding borrowings under the Company's existing senior secured credit facility (the "Existing Credit Agreement") and enter into a new $70.0 million senior secured credit facility (the "New Credit Agreement") with UBS AG, Stamford Branch, as administrative agent and the lenders party thereto (collectively, the "Refinancing") as described in the Offering Memorandum. The offering of the Original Notes, the Equity Financing, the Refinancing, the Acquisition, the employment of Xxxx Xxxxxx by the Company on the terms set forth in the Offering Memorandum and the payment of fees and expenses relating to the foregoing are collectively referred to as the "Transactions." The Note Documents, the New Credit Agreement and the letters of credit, notes, security documents and other agreements relating thereto and the documents relating to the Acquisition and the Equity Financing are collectively referred to herein as the "Transaction Documents." Simultaneous with the closing of the Transactions, the Company and the Guarantor shall each enter into a joinder agreement (the "Joinder Agreement") to this Agreement, substantially in the form of Exhibit A hereto, pursuant to which each such entity will observe and perform all of the rights, obligations and liabilities of an Issuer as provided in this Agreement as if it were an original signatory hereto. Upon effectiveness of the Joinder Agreement with respect to the Company and the Guarantor, Holdings shall be fully and unconditionally released from all rights, obligations and liabilities hereunder and all such rights, obligations and liabilities shall thereafter be the rights, obligations and liabilities of the Company, the Co-Issuer and the Guarantor.

Issuance of Notes. Upon consummation of the acquisition (the "Acquisition") by Holdings of 100% of the outstanding membership units of Norcraft Companies, L.P. (the "Company") on Subject to the terms set forth in that certain Unit Purchase Agreement, dated as of August 29, 2003, among Holdings' predecessor, the Company's predecessor and the sellers and sellers' representatives named therein (as amended on October 3, 2003, the "UPA")conditions herein contained, the Company and the Co-Issuer propose proposes to issue and sell to UBS Securities LLC Xxxxxxxxx & Company, Inc. (the "Representative") and Wachovia Capital Markets, LLC (together with the Representative, the "“Initial Purchasers"Purchaser”) $150,000,000 280,000,000 aggregate principal amount of 9% Senior Subordinated Notes due 2011 2019 (each a “Note” and, collectively, the "Original “Notes"”). The Original Notes will be issued pursuant to an indenture (the "“Indenture"”), to be dated the Closing Date (as defined herein)of June 7, 2011, by and among the Company, the Co-IssuerGuarantors party thereto and Xxxxx Fargo Bank, the Guarantor (as defined below) and U.S. Bank National Association, as trustee (the "“Trustee"”). The Company's obligations under the Original Notes will be unconditionally guaranteed (the "Guarantee") on an unsecured senior subordinated basis by Norcraft Canada Corporation, a Nova Scotia unlimited liability company that will be contributed to the Company after the date of this Agreement (the "Guarantor" and, together with Holdings, the Company and the Co-Issuer, the "Issuers"; provided, that with respect to any right, obligation or agreement set forth in this Agreement that is to be performed (i) prior to the execution of the Joinder Agreement (as defined below) by the Company and the Guarantor, the term Issuers shall refer only to Holdings and the Co-Issuer and (ii) following the execution of the Joinder Agreement by the Company and the Guarantor, the term Issuers shall refer only to the Company, the Co-Issuer and the Guarantor). All references herein to the Original Notes include the related Guarantee, unless the context otherwise requires. Capitalized terms used used, but not otherwise defined herein herein, shall have the meanings given to such terms set forth in the Indenture“Description of the Notes” section of the Final Offering Memorandum (as hereinafter defined). The Original Notes will be offered and sold to the Initial Purchasers Purchaser pursuant to an exemption from the registration requirements under of the Securities Act of 1933, as amended amended, and the rules and regulations of the Securities and Exchange Commission (the "“SEC”) thereunder (collectively, the “Securities Act"”). The Issuers have prepared a preliminary offering memorandumUpon original issuance thereof, dated September 30, 2003 (the "Preliminary Offering Memorandum"), and a final offering memorandum dated October 10, 2003 and available for distribution on or about the date hereof (the "Offering Memorandum") relating to the Issuers and the Original Notes. The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Purchase Agreement (this "Agreement") has been executed and delivered, to resell (the "Exempt Resales") the Original Notes purchased by the Initial Purchasers under this Agreement in private sales exempt from registration under the Act on the terms set forth in the Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchasers reasonably believe to be "qualified institutional buyers," as defined in Rule 144A under the Act ("QIBs"), and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act; the persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the "Eligible Purchasers." Upon issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Original Notes shall bear the legend relating thereto set forth under "Notice to investors" in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the registration rights legends set forth in the registration rights agreement final offering memorandum, dated the date hereof (the "Registration Rights Agreement"“Final Offering Memorandum”). The Company has prepared a preliminary offering memorandum, dated May 16, 2011 (the “Preliminary Offering Memorandum”), (ii) to be a pricing term sheet, dated the Closing Date in form date hereof, attached hereto as Schedule I, which includes pricing terms and substance reasonably satisfactory other information with respect to the Initial Purchasers Notes (the “Pricing Supplement”), and conforming to (iii) the description thereof in the Final Offering Memorandum, for so long as such Original in each case, relating to the offer and sale of the Notes constitute "Registrable Notes" (the “Offering”). All references in this Agreement to the Preliminary Offering Memorandum, the Time of Sale Document (as defined in below) or the Registration Rights Agreement). Pursuant to the Registration Rights AgreementFinal Offering Memorandum include, the Issuers will agree to (i) file with the Securities and Exchange Commission (the "Commission") under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement under the Act (the "Exchange Offer Registration Statement") relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), the "Exchange Notes" and, together with the Original Notes, the "Notes," which term includes any guarantee thereof by the Guarantor) to be offered in exchange for the Original Notes (the "Exchange Offer") and issued under the Indenture or an indenture substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders of the Original Notes, and (ii) use reasonable best efforts to cause such Registration Statements to be declared effective. This Agreement, the Original Notes, the Guarantee, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "Note Documents." The Original Notes are being offered and sold by the Company and the Co-Issuer in connection with the consummation of the Acquisition. In connection with the Acquisitionunless expressly stated otherwise, (i) an investor group led by SKM Equity Fund IIIall amendments or supplements thereto, L.P. and Trimaran Fund II, L.L.C., will contribute cash to Norcraft Holdings L.P. in return for its limited partnership units; (ii) Xxxx Xxxxxx all documents, financial statements and his relatives will contribute cash schedules and 100% other information contained, incorporated by reference or deemed incorporated by reference therein (and references in this Agreement to such information being “contained,” “included” or “stated” (and other references of like import) in the outstanding equity interests Preliminary Offering Memorandum, the Time of Sale Document or the Guarantor (which Final Offering Memorandum shall be the owner of the Winnipeg manufacturing facility described in the Offering Memorandumdeemed to mean all such information contained, incorporated by reference or deemed incorporated by reference therein); , (iii) certain members any electronic Time of the Company's senior management will exchange a portion of their membership units in the Company for limited partnership units of Norcraft Holdings, L.P. and exchange all Sale Document or a portion of cash bonuses relating to the Acquisition in consideration for the right to receive additional limited partnership units of Norcraft Holdings L.P.; Final Offering Memorandum and (iv) the proceeds received by Norcraft Holdings L.P. from the transactions referred any offering memorandum “wrapper” to in the foregoing clauses (i) and (ii) will be used in connection with offers to pay a portion sell, solicitations of offers to buy or sales of the consideration for the Acquisition and/or will be contributed to the Company as described Notes in the Offering Memorandum (the transactions referred to in clauses (i) through (iii), the "Equity Financing"). In addition, on the Closing Date the Company will repay all outstanding borrowings under the Company's existing senior secured credit facility (the "Existing Credit Agreement") and enter into a new $70.0 million senior secured credit facility (the "New Credit Agreement") with UBS AG, Stamford Branch, as administrative agent and the lenders party thereto (collectively, the "Refinancing") as described in the Offering Memorandumnon-U.S. jurisdictions. The offering of the Original Notes, the Equity Financing, the Refinancing, the Acquisition, the employment of Xxxx Xxxxxx by the Company on the terms set forth in the Preliminary Offering Memorandum and the payment of fees and expenses relating to the foregoing are collectively referred to as the "Transactions." The Note Documents, the New Credit Agreement and the letters of credit, notes, security documents and other agreements relating thereto and the documents relating to the Acquisition and the Equity Financing Pricing Supplement are collectively referred to herein as the "Transaction Documents“Time of Sale Document." Simultaneous ” In connection with the closing Offering, the Company’s subsidiaries, Forbes Energy Services LLC and Forbes Energy Capital Inc. (together, the “Issuers”) are conducting a tender offer (the “Offer”) and related consent solicitation (the “Consent Solicitation”) for the Issuers’ outstanding $192,500,000 aggregate principal amount of 11% Senior Secured Notes due 2015 (the “2015 Notes”). The Company plans to use the proceeds of the TransactionsOffering (i) to purchase the 2015 Notes tendered by noteholders in the Offer and to pay the related consent fee pursuant to the Consent Solicitation, or to purchase any 2015 Notes not tendered in a subsequent transaction, (ii) to redeem its First Priority Floating Rate Notes due 2014 (the “First Priority Notes”), (iii) for general corporate purposes and (iv) to pay related fees and expenses. In connection with the Offering, the Company also proposes to enter into a Senior Secured Revolving Credit Facility (the “Revolving Credit Facility”) to be secured by a perfected first priority lien on specified assets of the Company and the Guarantor shall each enter into a joinder agreement Guarantors as described therein (the "Joinder Agreement") to this Agreement, substantially in the form of Exhibit A hereto, pursuant to which each such entity will observe and perform all of the rights, obligations and liabilities of an Issuer as provided in this Agreement as if it were an original signatory hereto. Upon effectiveness of the Joinder Agreement with respect to the Company and the Guarantor, Holdings shall be fully and unconditionally released from all rights, obligations and liabilities hereunder and all such rights, obligations and liabilities shall thereafter be the rights, obligations and liabilities of the Company, the Co-Issuer and the Guarantor“Collateral”).

Issuance of Notes. Upon consummation of the acquisition (the "Acquisition") by Holdings of 100% of the outstanding membership units of Norcraft Companies, L.P. (the "Company") on the terms set forth in that certain Unit Purchase Agreement, dated as of August 29, 2003, among Holdings' predecessor, the Company's predecessor and the sellers and sellers' representatives named therein (as amended on October 3, 2003, the "UPA"), the The Company and the Co-Issuer propose proposes to issue and sell to X.X. Xxxxxx Securities Inc., Xxxxxx Xxxxxxx & Co. Incorporated and UBS Securities LLC (the "Representative") and Wachovia Capital Markets, LLC (together with the Representativecollectively, the "“Initial Purchasers"”) $150,000,000 550,000,000 aggregate principal amount of 9its 7.00% Exchangeable Senior Subordinated Notes due 2011 2014 (the "Original “Exchangeable Notes"”), which are exchangeable into common stock (the “Underlying Securities”), par value $0.001 per share (the “Sirius Common Stock”) of Sirius. The Original Notes Securities (as defined below) will be issued pursuant to an indenture (the "“Indenture"”), to be dated as of the Closing Date (as defined herein), by and among between the Company, XM Holdings and each of the Co-Issuer, the Guarantor other Guarantors (as defined below) herein), Sirius and U.S. The Bank National Associationof New York Mellon, as trustee (the "“Trustee"”). The Securities are being offered and sold by the Issuers in connection with the merger (the “Merger”) contemplated by the Agreement and Plan of Merger, dated as of February 19, 2007, among XM Holdings, Sirius and Xxxxxx Merger Corporation (as amended or supplemented by any subsequent letter agreement, the “Merger Agreement”), pursuant to which Xxxxxx Merger Corporation shall be merged with and into XM Holdings with XM Holdings as the surviving corporation and the refinancing of certain debt obligations of the Company and the Guarantors, as described in the Pricing Disclosure Package under the caption “Summary—Refinancing transactions”, (collectively, the “Refinancing Transactions”). The Company's ’s obligations under the Original Exchangeable Notes will be be, jointly and severally, unconditionally guaranteed (the "Guarantee") “Guarantees”), on an unsecured a senior subordinated basis basis, by Norcraft Canada CorporationXM Holdings and each of the other guarantors listed on the signature pages hereto (collectively, the “Guarantors”). The Exchangeable Notes and the Guarantees thereof are referred to herein as the “Securities.” Concurrently with this offering of Securities, 262,399,983 shares of Sirius Common Stock are being offered in a Nova Scotia unlimited liability company that transaction registered under the Securities Act by means of a prospectus supplement and accompanying prospectus (the “Share Borrow Transaction”). In connection with the Share Borrow Transaction, Sirius will be contributed to the Company after enter into separate share lending agreements dated the date of this Agreement (the "Guarantor" and, together with Holdings, the Company and the Co-Issuer, the "Issuers"; provided, that with respect hereof pursuant to any right, obligation or agreement set forth in this Agreement that is which it will agree to be performed lend (i) prior up to 176,239,993 shares of Sirius Common Stock to Xxxxxx Xxxxxxx Capital Services, Inc, an affiliate of Xxxxxx Xxxxxxx & Co. Incorporated (the execution of the Joinder Agreement (as defined below“Xxxxxx Xxxxxxx Share Lending Agreement”) by the Company and the Guarantor, the term Issuers shall refer only to Holdings and the Co-Issuer and (ii) following up to 86,159,990 shares of Sirius Common Stock to UBS AG, London Branch, an affiliate of UBS Investment Bank (the execution of “UBS Share Lending Agreement” and together with the Joinder Agreement by the Company and the GuarantorXxxxxx Xxxxxxx Share Lending Agreement, the term Issuers shall refer only to the Company, the Co-Issuer and the Guarantor“Share Lending Agreements”). All references herein to the Original Notes include the related Guarantee, unless the context otherwise requires. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Indenture. The Original Notes Securities will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the "“Act"”). The Issuers have prepared a preliminary offering memorandum, dated September 30as of July 28, 2003 2008 (the "“Preliminary Offering Memorandum"”) and a pricing supplement thereto dated the date hereof including the information attached hereto as Exhibit C (the “Pricing Supplement”). The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after the execution of this Agreement, and the Issuers will prepare a final offering memorandum dated October 10, 2003 and available for distribution on or about the date hereof (the "“Final Offering Memorandum") relating ”). Unless stated to the Issuers contrary, any references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to refer to and include any information filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the date hereof and incorporated by reference therein, and any references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to refer to and include any information filed under the Exchange Act subsequent to the date hereof that is incorporated by reference therein. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” (or other references of like import) in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum shall be deemed to mean and include all such financial statements and schedules and other information which are incorporated by reference in the Pricing Disclosure Package or the Final Offering Memorandum, as the case may be. Holders (including subsequent transferees) of the Securities will have the registration rights under the registration rights agreement (the “Registration Rights Agreement”), between the Company, Sirius and the Original Notes. Initial Purchasers, to be dated the Closing Date (as defined below), substantially in the form attached hereto as Exhibit A. The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Purchase Agreement (this "Agreement") has been executed and delivered, to resell (the "“Exempt Resales"”) the Original Notes purchased by the Initial Purchasers under this Agreement Securities in private sales exempt from registration under the Act on the terms set forth in the Offering Memorandum, as amended or supplementedPricing Disclosure Package, solely to (i) persons whom the Initial Purchasers reasonably believe to be "“qualified institutional buyers," ” (“QIBs”), as defined in Rule 144A under the Act ("QIBs"“Rule 144A”), and in accordance with Rule 144A (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act; the persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the "“Eligible Purchasers." Upon issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Act, the Original Notes shall bear the legend relating thereto set forth under "Notice to investors" in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the registration rights set forth in the registration rights agreement (the "Registration Rights Agreement") to be dated the Closing Date in form and substance reasonably satisfactory to the Initial Purchasers and conforming to the description thereof in the Offering Memorandum, for so long as such Original Notes constitute "Registrable Notes" (as defined in the Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Issuers will agree to (i) file with the Securities and Exchange Commission (the "Commission") under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement under the Act (the "Exchange Offer Registration Statement") relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), the "Exchange Notes" and, together with the Original Notes, the "Notes," which term includes any guarantee thereof by the Guarantor) to be offered in exchange for the Original Notes (the "Exchange Offer") and issued under the Indenture or an indenture substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders of the Original Notes, and (ii) use reasonable best efforts to cause such Registration Statements to be declared effective. This Agreement, the Original Exchangeable Notes, the GuaranteeGuarantees, the Indenture and Indenture, the Registration Rights Agreement and the Share Lending Agreements are hereinafter sometimes referred to collectively as the "“Note Documents." ” The Original Notes are being offered issuance and sold by sale of the Company Securities, the Refinancing Transactions, the entry into and performance of the Share Lending Agreements and the Co-Issuer in connection with the consummation of the Acquisition. In connection with the Acquisition, (i) an investor group led by SKM Equity Fund III, L.P. and Trimaran Fund II, L.L.C., will contribute cash to Norcraft Holdings L.P. in return for its limited partnership units; (ii) Xxxx Xxxxxx and his relatives will contribute cash and 100% of the outstanding equity interests of the Guarantor (which shall be the owner of the Winnipeg manufacturing facility described in the Offering Memorandum); (iii) certain members of the Company's senior management will exchange a portion of their membership units in the Company for limited partnership units of Norcraft Holdings, L.P. and exchange all or a portion of cash bonuses relating to the Acquisition in consideration for the right to receive additional limited partnership units of Norcraft Holdings L.P.; and (iv) the proceeds received by Norcraft Holdings L.P. from the transactions referred to in the foregoing clauses (i) and (ii) will be used to pay a portion of the consideration for the Acquisition and/or will be contributed to the Company as described in the Offering Memorandum (the transactions referred to in clauses (i) through (iii), the "Equity Financing"). In addition, on the Closing Date the Company will repay all outstanding borrowings under the Company's existing senior secured credit facility (the "Existing Credit Agreement") and enter into a new $70.0 million senior secured credit facility (the "New Credit Agreement") with UBS AG, Stamford Branch, as administrative agent and the lenders party thereto (collectively, the "Refinancing") as described in the Offering Memorandum. The offering of the Original Notes, the Equity Financing, the Refinancing, the Acquisition, the employment of Xxxx Xxxxxx by the Company on the terms set forth in the Offering Memorandum and the payment of fees and expenses relating to the foregoing Merger are collectively referred to as the "“Transactions." The Note Documents, the New Credit Agreement and the letters of credit, notes, security documents and other agreements relating thereto and the documents relating to the Acquisition and the Equity Financing are collectively referred to herein as the "Transaction Documents." Simultaneous with the closing of the Transactions, the Company and the Guarantor shall each enter into a joinder agreement (the "Joinder Agreement") to this Agreement, substantially in the form of Exhibit A hereto, pursuant to which each such entity will observe and perform all of the rights, obligations and liabilities of an Issuer as provided in this Agreement as if it were an original signatory hereto. Upon effectiveness of the Joinder Agreement with respect to the Company and the Guarantor, Holdings shall be fully and unconditionally released from all rights, obligations and liabilities hereunder and all such rights, obligations and liabilities shall thereafter be the rights, obligations and liabilities of the Company, the Co-Issuer and the Guarantor.”

Issuance of Notes. Upon consummation of the acquisition (the "Acquisition") by Holdings of 100% of the outstanding membership units of Norcraft Companies, L.P. (the "Company") on the terms set forth in that certain Unit Purchase Agreement, dated as of August 29, 2003, among Holdings' predecessor, the Company's predecessor and the sellers and sellers' representatives named therein (as amended on October 3, 2003, the "UPA"), the Company and the Co-Issuer The Issuers propose to issue and sell to UBS Securities LLC (the "Representative") and Wachovia Capital Markets, LLC (together with the Representative, the "Initial PurchasersPurchaser") $150,000,000 275,000,000 aggregate principal amount of 9their 91/2% Senior Subordinated Notes due 2011 (the "Original Notes"). The Original Notes will be issued pursuant to an indenture (the "Indenture"), to be dated the Closing Date (as defined herein), by and among the Company, the Co-Issuer, the Guarantor (as defined below) Issuers and U.S. The Bank National Associationof New York, as trustee (the "Trustee"). The Company's obligations under the Original Notes will be unconditionally guaranteed (the "Guarantee") on an unsecured senior subordinated basis by Norcraft Canada Corporation, a Nova Scotia unlimited liability company that will be contributed to the Company after the date of this Agreement (the "Guarantor" and, together with Holdings, the Company and the Co-Issuer, the "Issuers"; provided, that with respect to any right, obligation or agreement set forth in this Agreement that is to be performed (i) prior to the execution of the Joinder Agreement (as defined below) by the Company and the Guarantor, the term Issuers shall refer only to Holdings and the Co-Issuer and (ii) following the execution of the Joinder Agreement by the Company and the Guarantor, the term Issuers shall refer only to the Company, the Co-Issuer and the Guarantor). All references herein to the Original Notes include the related Guarantee, unless the context otherwise requires. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the IndentureOffering Memorandum (as defined herein). The Original Notes will be offered and sold to the Initial Purchasers Purchaser pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the "Act"). The Issuers have prepared a preliminary offering memorandum, dated September 30February 20, 2003 2004 (the "Preliminary Offering Memorandum"), and a final offering memorandum dated October 10, 2003 and available for distribution on or about the date hereof (the "Offering Memorandum") relating to the Issuers and the Original Notes. The Initial Purchasers have Purchaser has advised the Issuers that the Initial Purchasers intendPurchaser intends, as soon as they deem it deems practicable after this Purchase Agreement (this "Agreement") has been executed and delivered, to resell (the "Exempt Resales") the Original Notes purchased by the Initial Purchasers Purchaser under this Agreement in private sales exempt from registration under the Act on the terms set forth in the Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchasers Purchaser reasonably believe believes to be "qualified institutional buyers," as defined in Rule 144A under the Act ("QIBs"), and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act; the persons Persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the "Eligible Purchasers." Upon issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Act, the Original Notes shall bear the legend relating thereto substantially in the form set forth under "Notice to investorsInvestors" in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the registration rights set forth in the registration rights agreement agreement, to be dated the Closing Date, substantially in the form attached hereto as Annex A (the "Registration Rights Agreement") to be dated the Closing Date in form and substance reasonably satisfactory to the Initial Purchasers and conforming to the description thereof in the Offering Memorandum, for so long as such Original Notes constitute "Registrable Notes" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Issuers will agree to (i) file with the Securities and Exchange Commission (the "Commission") under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement under the Act (the "Exchange Offer Registration Statement") relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), ) as the "Exchange Notes" and, the Exchange Notes are referred to herein, together with the Original Notes, as the "Notes," which term includes any guarantee thereof by the Guarantor") to be offered in exchange for the Original Notes (the "Exchange Offer") and issued under the Indenture or an indenture indentures substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders of the Original Notes, and (ii) to use its reasonable best efforts to cause such Registration Statements to be declared effective. This Agreement, the Original Notes, the Guarantee, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "Note Documents." The Original Notes are being offered and sold by the Company and the Co-Issuer in connection with the consummation of the Acquisition. In connection with the Acquisition, (i) an investor group led by SKM Equity Fund III, L.P. and Trimaran Fund II, L.L.C., will contribute cash to Norcraft Holdings L.P. in return for its limited partnership units; (ii) Xxxx Xxxxxx and his relatives will contribute cash and 100% of the outstanding equity interests of the Guarantor (which shall be the owner of the Winnipeg manufacturing facility described in the Offering Memorandum); (iii) certain members of the Company's senior management will exchange a portion of their membership units in the Company for limited partnership units of Norcraft Holdings, L.P. and exchange all or a portion of cash bonuses relating to the Acquisition in consideration for the right to receive additional limited partnership units of Norcraft Holdings L.P.; and (iv) the proceeds received by Norcraft Holdings L.P. from the transactions referred to in the foregoing clauses (i) and (ii) will be used to pay a portion of the consideration for the Acquisition and/or will be contributed to the Company as As described in the Offering Memorandum (under the transactions referred caption "The recapitalization of Holdings and related transactions," the net proceeds of the offering of the Notes, together available cash, will be used as a part of a recapitalization of the Company, pursuant to in clauses (i) through (iii), the "Equity Financing"). In addition, on the Closing Date which the Company will repay redeem all of its outstanding borrowings under 12% Series A Convertible Preferred Shares (the "Holdings Preferred Stock") and pay accrued and unpaid dividends thereon, purchase the Company's existing senior secured credit facility outstanding 15.5% Senior Notes due 2011 (the "Existing Credit AgreementHoldings Senior Notes") and enter into at a new $70.0 million negotiated price, repay a portion of Herbalife's senior secured credit facility facilities (the "New Herbalife Senior Credit AgreementFacilities") with UBS AG), Stamford Branch, as administrative agent and the lenders party thereto (collectively, the "Refinancing") as described in the Offering Memorandumpay related fees and expenses. The offering issuance and sale of the Original Notes, the Equity Financingredemption of the Holdings Preferred Stock, the Refinancing, purchase of the Acquisition, Holdings Senior Notes and the employment prepayment of Xxxx Xxxxxx by a portion of the Company on the terms set forth in the Offering Memorandum Herbalife Senior Credit Facilities and the payment of related fees and expenses relating to the foregoing are collectively referred to as the "Transactions." The Note Documents, the New Credit Agreement and the letters of credit, notes, security documents and other agreements relating thereto and the documents relating to the Acquisition and the Equity Financing are collectively referred to herein as the "Transaction Documents." Simultaneous with the closing of the Transactions, the Company and the Guarantor shall each enter into a joinder agreement (the "Joinder Agreement") to this Agreement, substantially in the form of Exhibit A hereto, pursuant to which each such entity will observe and perform all of the rights, obligations and liabilities of an Issuer as provided in this Agreement as if it were an original signatory hereto. Upon effectiveness of the Joinder Agreement with respect to the Company and the Guarantor, Holdings shall be fully and unconditionally released from all rights, obligations and liabilities hereunder and all such rights, obligations and liabilities shall thereafter be the rights, obligations and liabilities of the Company, the Co-Issuer and the Guarantor.

Issuance of Notes. Upon consummation of the acquisition (the "Acquisition") by Holdings of 100% of the outstanding membership units of Norcraft CompaniesThe Company proposes, L.P. (the "Company") on upon the terms and subject to the conditions set forth in that certain Unit Purchase Agreementherein, dated as of August 29, 2003, among Holdings' predecessor, the Company's predecessor and the sellers and sellers' representatives named therein (as amended on October 3, 2003, the "UPA"), the Company and the Co-Issuer propose to issue and sell to UBS Securities LLC (the "Representative") and Wachovia Capital Markets, LLC (together with the Representative, the "Initial Purchasers") Purchasers $150,000,000 75,000,000 in aggregate principal amount of 9% Senior Subordinated Notes due 2011 (the "Original Notes"). The Original Notes will be issued pursuant to an indenture (the "Indenture"), to be dated the Closing Date (as defined herein), by and among the Company, the Co-Issuer, the Guarantor (as defined below) and U.S. Bank National Association, as trustee (the "Trustee"). The Company's obligations under the Original Notes will be unconditionally guaranteed (the "Guarantee") on an unsecured senior subordinated basis by Norcraft Canada Corporation, a Nova Scotia unlimited liability company that will be contributed to the Company after the date of this Agreement (the "Guarantor" and, together with Holdings, the Company and the Co-Issuer, the "Issuers"; provided, that with respect to any right, obligation or agreement set forth in this Agreement that is to be performed (i) prior to the execution of the Joinder Agreement (as defined below) by the Company and the Guarantor, the term Issuers shall refer only to Holdings and the Co-Issuer and (ii) following the execution of the Joinder Agreement by the Company and the Guarantor, the term Issuers shall refer only to the Company, the Co-Issuer and the Guarantor). All references herein to the Original Notes include the related Guarantee, unless the context otherwise requires. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Indenture. The Original Notes will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the "Act"). The Issuers have prepared a preliminary offering memorandum, dated September 30, 2003 (the "Preliminary Offering Memorandum"), and a final offering memorandum dated October 10, 2003 and available for distribution on or about the date hereof (the "Offering Memorandum") relating to the Issuers and the Original Notes. The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Purchase Agreement (this "Agreement") has been executed and delivered, to resell (the "Exempt Resales") the Original Notes purchased by the Initial Purchasers under this Agreement issuable in private sales exempt from registration under the Act on the terms set forth in the Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchasers reasonably believe to be "qualified institutional buyers," as defined in Rule 144A under the Act ("QIBs"), and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act; the persons specified in clauses (i) and (ii) exchange therefor are sometimes collectively referred to herein as the "Eligible PurchasersExchange Notes." Upon original issuance of the Original Notes thereof, and until such time as the same is no longer required under the applicable requirements of the Securities Act of 1933, as amended (the "Act"), the Original Notes (and all securities issued in exchange therefor or in substitution thereof) shall bear the legend relating thereto set forth under following legend: THE NOTE (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "Notice to investors" in the Offering MemorandumSECURITIES ACT"), AND THE NOTE EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. Holders EACH PURCHASER OF THE NOTE EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE NOTE EVIDENCED HEREBY AGREES FOR THE BENEFIT OF ORBITAL IMAGING CORPORATION AND ITS SUCCESSORS (including subsequent transferees) of the Original Notes will have the registration rights set forth in the registration rights agreement (the THE "Registration Rights AgreementCOMPANY") to be dated the Closing Date in form and substance reasonably satisfactory to the Initial Purchasers and conforming to the description thereof in the Offering MemorandumTHAT (A) SUCH NOTE MAY BE RESOLD, for so long as such Original Notes constitute PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)(a) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A "Registrable NotesQUALIFIED INSTITUTIONAL BUYER" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights AgreementAS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, the Issuers will agree to (i) file with the Securities and Exchange Commission (the "Commission") under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement under the Act (the "Exchange Offer Registration Statement") relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), the "Exchange Notes" and, together with the Original Notes, the "Notes," which term includes any guarantee thereof by the Guarantor) to be offered in exchange for the Original Notes (the "Exchange Offer") and issued under the Indenture or an indenture substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders of the Original Notes, and (ii) use reasonable best efforts to cause such Registration Statements to be declared effective. This Agreement, the Original Notes, the Guarantee, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "Note Documents." The Original Notes are being offered and sold by the Company and the Co-Issuer in connection with the consummation of the Acquisition. In connection with the AcquisitionIN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (ic) an investor group led by SKM Equity Fund IIIOUTSIDE THE UNITED STATES TO A PERSON THAT IS NOT A U.S. PERSON (AS DEFINED IN RULE 902 UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT, L.P. and Trimaran Fund II, L.L.C., will contribute cash to Norcraft Holdings L.P. in return for its limited partnership units; (iid) Xxxx Xxxxxx and his relatives will contribute cash and 100% of the outstanding equity interests of the Guarantor TO AN INSTITUTIONAL "ACCREDITED INVESTOR" (which shall be the owner of the Winnipeg manufacturing facility described in the Offering Memorandum); (iii) certain members of the Company's senior management will exchange a portion of their membership units in the Company for limited partnership units of Norcraft Holdings, L.P. and exchange all or a portion of cash bonuses relating to the Acquisition in consideration for the right to receive additional limited partnership units of Norcraft Holdings L.P.; and (iv) the proceeds received by Norcraft Holdings L.P. from the transactions referred to in the foregoing clauses (i) and (ii) will be used to pay a portion of the consideration for the Acquisition and/or will be contributed to the Company as described in the Offering Memorandum (the transactions referred to in clauses (i) through (iiiAS DEFINED IN RULE 501(a)(1), the "Equity Financing"(2). In addition, on the Closing Date the Company will repay all outstanding borrowings under the Company's existing senior secured credit facility (the "Existing Credit Agreement"3) and enter into a new $70.0 million senior secured credit facility OR (the "New Credit Agreement"7) with UBS AGOF REGULATION D UNDER THE SECURITIES ACT) THAT, Stamford BranchPRIOR TO SUCH TRANSFER, as administrative agent and the lenders party thereto FURNISHES TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE NOTES (collectivelyTHE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE) OR (e) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY OR TRUSTEE, the "Refinancing"REGISTRAR OR TRANSFER AGENT FOR THE NOTES SO REQUESTS), (2) as described in the Offering Memorandum. The offering of the Original NotesTO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, the Equity FinancingIN EACH CASE, the RefinancingIN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, the AcquisitionAND EACH SUBSEQUENT HOLDER IS REQUIRED TO, the employment of Xxxx Xxxxxx by the Company on the terms set forth in the Offering Memorandum and the payment of fees and expenses relating to the foregoing are collectively referred to as the "TransactionsNOTIFY ANY PURCHASER FROM IT OF THE NOTE EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE." The Note Documents, the New Credit Agreement and the letters of credit, notes, security documents and other agreements relating thereto and the documents relating to the Acquisition and the Equity Financing are collectively referred to herein as the "Transaction Documents." Simultaneous with the closing of the Transactions, the Company and the Guarantor shall each enter into a joinder agreement (the "Joinder Agreement") to this Agreement, substantially in the form of Exhibit A hereto, pursuant to which each such entity will observe and perform all of the rights, obligations and liabilities of an Issuer as provided in this Agreement as if it were an original signatory hereto. Upon effectiveness of the Joinder Agreement with respect to the Company and the Guarantor, Holdings shall be fully and unconditionally released from all rights, obligations and liabilities hereunder and all such rights, obligations and liabilities shall thereafter be the rights, obligations and liabilities of the Company, the Co-Issuer and the Guarantor.

Issuance of Notes. Upon consummation of the acquisition (the "Acquisition") by Holdings of 100% of the outstanding membership units of Norcraft Companies, L.P. (the "Company") on the terms set forth in that certain Unit Purchase Agreement, dated as of August 29, 2003, among Holdings' predecessor, the Company's predecessor and the sellers and sellers' representatives named therein (as amended on October 3, 2003, the "UPA"), the Company and the Co-1.1. Issuer propose proposes to issue and sell to UBS Securities LLC (the "Representative") and Wachovia Capital Markets, LLC (together with the Representative, the "Initial Purchasers") Purchasers $150,000,000 80,000,000 aggregate principal amount of 9the Issuer's 9.0% Class B Second Lien Senior Subordinated Secured Notes due 2011 2009 (the "Original NotesNOTES"). The Original Notes will be issued pursuant to an indenture (as amended, restated, supplemented and otherwise modified from time to time, the "IndentureINDENTURE", substantially in the form attached hereto as Exhibit A), to be dated as of the Closing Date (as defined herein)date hereof, by and among the Company, the Co-Issuer, the Guarantor (as defined below) Guarantors, and U.S. Bank National AssociationXxxxx Fargo Bank, N.A., as indenture trustee (the "TrusteeTRUSTEE") and as collateral trustee (the "COLLATERAL TRUSTEE"). The Company's Guarantors will jointly and severally guarantee the obligations under the Original Notes will be unconditionally guaranteed (the "Guarantee") on an unsecured senior subordinated basis by Norcraft Canada Corporation, a Nova Scotia unlimited liability company that will be contributed to the Company after the date of this Agreement (the "Guarantor" and, together with Holdings, the Company and the Co-IssuerIndenture (collectively, the "Issuers"; provided, that with respect to any right, obligation or agreement set forth in this Agreement that is to be performed (i) prior to the execution of the Joinder Agreement (as defined below) by the Company and the Guarantor, the term Issuers shall refer only to Holdings and the Co-Issuer and (ii) following the execution of the Joinder Agreement by the Company and the Guarantor, the term Issuers shall refer only to the Company, the Co-Issuer and the Guarantor). All references herein to the Original Notes include the related Guarantee, unless the context otherwise requires. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Indenture. The Original Notes will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the "ActGUARANTY"). The Issuers have prepared a preliminary offering memorandumobligations under the Notes will be secured by mortgages on, dated September 30, 2003 security interests in or pledges of (the "Preliminary Offering MemorandumSECURITY INTERESTS")) certain assets (the "COLLATERAL") of Issuer and the Guarantors (collectively, "GRANTORS") pursuant to the Security Documents. The Security Interests will secure the payment and a final offering memorandum performance when due of all of the obligations of Grantors under the Indenture and the other Note Documents. The Trustee shall enter into the Intercreditor Agreement, dated October 10, 2003 and available for distribution on or about as of the date hereof (the "Offering Memorandum") relating to the Issuers and the Original Notes. The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Purchase Agreement (this "Agreement") has been executed and delivered, to resell (the "Exempt Resales") the Original Notes purchased by the Initial Purchasers under this Agreement in private sales exempt from registration under the Act on the terms set forth in the Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchasers reasonably believe to be "qualified institutional buyers," as defined in Rule 144A under the Act ("QIBsINTERCREDITOR AGREEMENT"), and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act; the persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the "Eligible Purchasers." Upon issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Act, the Original Notes shall bear the legend relating thereto set forth under "Notice to investors" in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the registration rights set forth in the registration rights agreement (the "Registration Rights Agreement") to be dated the Closing Date in form and substance reasonably satisfactory to the Initial Purchasers and conforming to the description thereof in the Offering Memorandum, for so long as such Original Notes constitute "Registrable Notes" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Issuers will agree to (i) file with the Securities and Exchange Commission (the "Commission") under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement under the Act (the "Exchange Offer Registration Statement") relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), the "Exchange Notes" and, together with the Original Notes, the "Notes," which term includes any guarantee thereof by the Guarantor) to be offered in exchange for the Original Notes (the "Exchange Offer") and issued under the Indenture or an indenture substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders of the Original Notes, and (ii) use reasonable best efforts to cause such Registration Statements to be declared effective. This Agreement, the Original Notes, the Guarantee, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "Note Documents." The Original Notes are being offered and sold by the Company and the Co-Issuer in connection with the consummation of the Acquisition. In connection with the Acquisition, (i) an investor group led by SKM Equity Fund III, L.P. and Trimaran Fund II, L.L.C., will contribute cash to Norcraft Holdings L.P. in return for its limited partnership units; (ii) Xxxx Xxxxxx and his relatives will contribute cash and 100% of the outstanding equity interests of the Guarantor (which shall be the owner of the Winnipeg manufacturing facility described in the Offering Memorandum); (iii) certain members of the Company's senior management will exchange a portion of their membership units in the Company for limited partnership units of Norcraft Holdings, L.P. and exchange all or a portion of cash bonuses relating to the Acquisition in consideration for the right to receive additional limited partnership units of Norcraft Holdings L.P.; and (iv) the proceeds received by Norcraft Holdings L.P. from the transactions referred to in the foregoing clauses (i) and (ii) will be used to pay a portion of the consideration for the Acquisition and/or will be contributed to the Company as described in the Offering Memorandum (the transactions referred to in clauses (i) through (iii), the "Equity Financing"). In addition, on the Closing Date the Company will repay all outstanding borrowings under the Company's existing senior secured credit facility (the "Existing Credit Agreement") and enter into a new $70.0 million senior secured credit facility (the "New Credit Agreement") with UBS AG, Stamford Branch, as administrative agent and the lenders party thereto (collectively, the "Refinancing") as described in the Offering Memorandum. The offering of the Original Notes, the Equity Financing, the Refinancing, the Acquisition, the employment of Xxxx Xxxxxx by the Company on the terms set forth in the Offering Memorandum and the payment of fees and expenses relating to the foregoing are collectively referred to as the "Transactions." The Note Documents, the New Credit Agreement and the letters of credit, notes, security documents and other agreements relating thereto and the documents relating to the Acquisition and the Equity Financing are collectively referred to herein as the "Transaction Documents." Simultaneous with the closing of the Transactions, the Company and the Guarantor shall each enter into a joinder agreement (the "Joinder Agreement") to this Agreement, substantially in the form of attached hereto as Exhibit A heretoB, pursuant to which each such entity will observe with Xxxxx Fargo Foothill, Inc., as administrative agent (the "BANK AGENT") under that certain Loan and perform all Security Agreement, dated as of the rightsdate hereof, obligations and liabilities of an Issuer as provided in this Agreement as if it were an original signatory hereto. Upon effectiveness of among the Joinder Agreement with respect to the Company and the Guarantor, Holdings shall be fully and unconditionally released from all rights, obligations and liabilities hereunder and all such rights, obligations and liabilities shall thereafter be the rights, obligations and liabilities of the Companyborrowers party thereto, the Co-Issuer lenders party thereto, and Xxxxx Fargo Foothill, Inc., as lead arranger, administrative agent and collateral agent, and as may be further amended, supplemented, restated or otherwise modified from time to time in accordance with the GuarantorIntercreditor Agreement (the "SENIOR CREDIT AGREEMENT").

Issuance of Notes. Upon consummation of the acquisition KAT proposes to cause Atrium Companies, Inc. (the "AcquisitionISSUER") by Holdings of 100% of the outstanding membership units of Norcraft Companies, L.P. (the "Company") on the terms set forth in that certain Unit Purchase Agreement, dated as of August 29, 2003, among Holdings' predecessor, the Company's predecessor and the sellers and sellers' representatives named therein (as amended on October 3, 2003, the "UPA"), the Company and the Co-Issuer propose to issue and sell to UBS Securities LLC and CIBC World Markets Corp. (each an "INITIAL PURCHASER" and together the "Representative") and Wachovia Capital Markets, LLC (together with the Representative, the "Initial PurchasersINITIAL PURCHASERS") $150,000,000 50,000,000 aggregate principal amount of 9the Issuer's 10 1/2% Senior Subordinated Notes due 2011 2009 (the "Original NotesORIGINAL NOTES"). The Original Notes will be issued pursuant to an indenture (KAT shall cause the "Indenture"), to be dated the Closing Date (as defined herein), by and among the Company, the Co-Issuer, the Guarantor (as defined below) and U.S. Bank National Association, as trustee (the "Trustee"). The Company's obligations under the Original Notes will and the Indenture (as defined below) to be unconditionally guaranteed (the "GuaranteeGUARANTEES") on an unsecured senior subordinated basis by Norcraft Canada Corporation, a Nova Scotia unlimited liability company that will be contributed to each of the Company after the date of this Agreement entities denotated as guarantors listed on Schedule II hereto (the "GuarantorGUARANTORS," and, together with Holdings, the Company and the Co-Issuer, the "IssuersISSUERS"; provided, that with respect to any right, obligation or agreement set forth in this Agreement that is to be performed (i) prior to the execution of the Joinder Agreement (as defined below) by the Company and the Guarantor, the term Issuers shall refer only to Holdings and the Co-Issuer and (ii) following the execution of the Joinder Agreement by the Company and the Guarantor, the term Issuers shall refer only to the Company, the Co-Issuer and the Guarantor). All references herein to the Original Notes include the related Guarantee, Guarantees unless the context otherwise requires. The Original Notes and the Guarantees will be issued pursuant to an indenture dated May 17, 1999, as amended as of October 25, 2000 and January 24, 2003 and pursuant to the Third Supplemental Indenture dated as of November 18, 2003 (the "INDENTURE"), among the Issuer, the Guarantors named therein and U.S. Bank National Association (as successor in interest to State Street Bank and Trust Company), as trustee (the "Trustee"). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Indenture. The Original Notes will be offered are being sold in connection with the merger (the "MERGER") of KAT with and sold to the Initial Purchasers into Atrium Corporation, a Delaware corporation ("HOLDINGS"), pursuant to an exemption from the registration requirements under the Securities Act Agreement and Plan of 1933, Merger (as amended (in accordance therewith, the "Act"). The Issuers have prepared a preliminary offering memorandum, dated September 30, 2003 (the "Preliminary Offering MemorandumMERGER AGREEMENT"), dated as of October 27, 2003, by and a final offering memorandum dated October 10among KAT, 2003 Holdings and available for distribution on or about the date hereof (the "Offering Memorandum") relating Holdings' securityholders named therein. Subject to the Issuers and the Original Notes. The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Purchase Agreement (this "Agreement") has been executed and delivered, to resell (the "Exempt Resales") the Original Notes purchased by the Initial Purchasers under this Agreement in private sales exempt from registration under the Act on the terms conditions set forth in the Offering MemorandumMerger Agreement, as amended or supplemented, solely to (i) persons whom KAT will merge with and into Holdings with Holdings surviving the Initial Purchasers reasonably believe to be "qualified institutional buyers," as defined in Rule 144A under Merger. The time of the Act ("QIBs"), and (ii) other eligible purchasers pursuant to offers and sales that occur outside consummation of the United States within the meaning of Regulation S under the Act; the persons specified in clauses (i) and (ii) are sometimes collectively Merger is referred to herein as the "Eligible PurchasersEFFECTIVE TIME." Upon issuance In connection with the Merger and on the Effective Time, certain of Holdings' and the Original Notes and until such time as the same is no longer required under the applicable requirements of the ActIssuer's debt will be renewed, the Original Notes shall bear the legend relating thereto set forth under "Notice to investors" in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the registration rights set forth in the registration rights agreement repaid or refinanced (the "Registration Rights AgreementREFINANCING") to be dated (including, without limitation, the Closing Date in form renewal, repayment or refinancing of (a) Holdings' existing 15% Senior Pay-In-Kind Notes due 2010 (the "PIK NOTES"), (b) the Issuer's accounts receivable securitization facility (the "AR FACILITY") and substance reasonably satisfactory to (c) the Initial Purchasers and conforming to Issuer's existing senior credit facility (the description thereof in the Offering Memorandum, for so long as such Original Notes constitute "Registrable Notes" (as defined in the Registration Rights AgreementEXISTING BANK FACILITY")). Pursuant to the Registration Rights AgreementThe Merger, the Issuers Refinancing and related fees and expenses (and ongoing working capital) will agree to be financed with (i) file with the Securities approximately $265.0 million of equity contributed to Holdings by Kenner & Company, Inc., its affiliates and Exchange Commission certain other equity investors (the "CommissionSPONSOR EQUITY") under the circumstances set forth in the Registration Rights Agreement), (aii) a registration statement under the Act (the "Exchange Offer Registration Statement") relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), the "Exchange Notes" and, together with the Original Notes, the "Notes," which term includes any guarantee thereof by the Guarantor) to be offered in exchange for the Original Notes (the "Exchange Offer") and issued under the Indenture or an indenture substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders issuance of the Original Notes, and (ii) use reasonable best efforts to cause such Registration Statements to be declared effective. This Agreement, the Original Notes, the Guarantee, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "Note Documents." The Original Notes are being offered and sold by the Company and the Co-Issuer in connection with the consummation of the Acquisition. In connection with the Acquisition, (i) an investor group led by SKM Equity Fund III, L.P. and Trimaran Fund II, L.L.C., will contribute cash to Norcraft Holdings L.P. in return for its limited partnership units; (ii) Xxxx Xxxxxx and his relatives will contribute cash and 100% of the outstanding equity interests of the Guarantor (which shall be the owner of the Winnipeg manufacturing facility described in the Offering Memorandum); (iii) certain members the renewal of the Company's senior management will exchange a portion of their membership units in the Company for limited partnership units of Norcraft Holdings, L.P. and exchange all or a portion of cash bonuses relating to the Acquisition in consideration for the right to receive additional limited partnership units of Norcraft Holdings L.P.; AR Facility and (iv) the proceeds received by Norcraft Holdings L.P. from the transactions referred borrowings consisting of (x) a senior secured term loan facility of up to in the foregoing clauses (i) $180.0 million and (iiy) will be used to pay a portion of the consideration for the Acquisition and/or will be contributed to the Company as described in the Offering Memorandum (the transactions referred to in clauses (i) through (iii), the "Equity Financing"). In addition, on the Closing Date the Company will repay all outstanding borrowings under the Company's existing senior secured revolving credit facility (the "Existing Credit Agreement") and enter into of up to $50.0 million pursuant to a new $70.0 million senior secured credit facility (the "New Credit Agreement") with UBS AG, Stamford Branch, as administrative agent and the lenders party thereto (collectively, the "Refinancing") as described in the Offering Memorandum. The offering of the Original Notes, the Equity Financing, the Refinancing, the Acquisition, the employment of Xxxx Xxxxxx by the Company on the terms set forth in the Offering Memorandum and the payment of fees and expenses relating to the foregoing are collectively referred to as the "Transactions." The Note Documents, the New Credit Agreement and the letters of credit, notes, security documents and other agreements relating thereto and the documents relating to the Acquisition and the Equity Financing are collectively referred to herein as the "Transaction Documents." Simultaneous with the closing of the Transactions, the Company and the Guarantor shall each enter into a joinder agreement (the "Joinder AgreementCREDIT AGREEMENT") dated as of the Effective Time, by and among the Issuer, the Guarantors, Canadian Imperial Bank of Commerce as Administrative Agent and Collateral Agent and UBS Securities LLC as Syndication Agent. In order to this secure the Issuers' obligations under the Credit Agreement, substantially in Holdings and the form of Exhibit A hereto, Issuers will enter into the security documents (the "BANK SECURITY DOCUMENTS") pursuant to which each such entity they will observe and perform pledge substantially all of the rights, obligations and liabilities of an Issuer as provided in this Agreement as if it were an original signatory hereto. Upon effectiveness of the Joinder Agreement with respect to the Company and the Guarantor, Holdings shall be fully and unconditionally released from all rights, obligations and liabilities hereunder and all such rights, obligations and liabilities shall thereafter be the rights, obligations and liabilities of the Company, the Co-Issuer and the Guarantortheir assets.

Issuance of Notes. Upon consummation On or after the date of this Note Purchase Agreement (this “Agreement”), the acquisition Companies will authorize, sponsor and/or arrange the issuance and sale of certain classes of asset-backed notes (the "Acquisition"“Notes”) by Holdings of 100% of the outstanding membership units of Norcraft CompaniesAmeriCredit Automobile Receivables Trust 2008-2, L.P. a Delaware statutory trust (the "Company") on “Trust”), pursuant to an indenture between the terms set forth in that certain Unit Purchase Agreement, dated as of August 29, 2003, among Holdings' predecessor, the Company's predecessor Trust and the sellers trustee and sellers' representatives trust collateral agent named therein (as amended on October 3, 2003, the "UPA"), the Company and the Co-Issuer propose to issue and sell to UBS Securities LLC (the "Representative") and Wachovia Capital Markets, LLC (together with the Representative, the "Initial Purchasers") $150,000,000 aggregate principal amount of 9% Senior Subordinated Notes due 2011 (the "Original Notes"“Trustee”). The Original Notes will be issued pursuant to an indenture on the date (the "Indenture"“Closing Date”) specified in the Indenture and shall be comprised of AmeriCredit Automobile Receivables Trust 2008-2 Class B Asset-Backed Notes (the “Class B Notes”), to be dated AmeriCredit Automobile Receivables Trust 2008-2 Class C Asset-Backed Notes (the Closing Date (as defined herein)“Class C Notes” and, by and among together with the CompanyClass B Notes, the Co-Issuer“Offered Notes”) and certain additional classes of Notes as described in the Indenture (the Indenture, together with the Guarantor PPM (as defined below) and U.S. Bank National Associationany supplements or amendments related thereto, as trustee (the "Trustee"). The Company's obligations under the Original Notes will be unconditionally guaranteed (the "Guarantee") on an unsecured senior subordinated basis by Norcraft Canada Corporation, a Nova Scotia unlimited liability company that will be contributed to the Company after the date of this Agreement (the "Guarantor" and, together with HoldingsAgreement, the Company and the Co-Issuer, the "Issuers"; provided, that with respect to any right, obligation or agreement set forth in this Agreement that is to be performed (i) prior to the execution of the Joinder Registration Rights Agreement (as defined below), the Offered Notes, the AmeriCredit Guaranty (as defined below) and the related transaction documents, collectively, the “Transaction Documents”). The assets of the Trust will include a pool of retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the “Receivables”) and certain monies due thereunder. The Trust will enter into a Sale and Servicing Agreement among the Trust, the Sponsor, as servicer, the Seller and the entity named therein as trust collateral agent and backup servicer (the “Sale and Servicing Agreement”) pursuant to which the Receivables will be serviced. The Offered Notes will be delivered by X.X. Xxxxxx Securities Inc., as placement agent (the “Placement Agent”) under a placement agent agreement, dated as of November 24, 2008 (the “Placement Agent Agreement”) by and among the Company Sponsor, the Seller and the Guarantor, the term Issuers shall refer only to Holdings Placement Agent and the Co-Issuer and remaining Notes (iithe “Publicly Offered Notes”) following the execution of the Joinder Agreement by the Company and the Guarantor, the term Issuers shall refer only to the Company, the Co-Issuer and the Guarantor). All references herein to the Original Notes include the related Guarantee, unless the context otherwise requires. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Indenture. The Original Notes will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the "Act"). The Issuers have prepared a preliminary offering memorandum, dated September 30, 2003 (the "Preliminary Offering Memorandum"), and a final offering memorandum dated October 10, 2003 and available for distribution on or about the date hereof (the "Offering Memorandum") relating to the Issuers and the Original Notes. The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Purchase Agreement (this "Agreement") has been executed and delivered, to resell (the "Exempt Resales") the Original Notes purchased delivered by the Initial Purchasers under this Agreement underwriters named in private sales exempt from registration under the Act on the terms set forth in the Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchasers reasonably believe to be "qualified institutional buyers," as defined in Rule 144A under the Act ("QIBs"), and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act; the persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the "Eligible Purchasers." Upon issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Act, the Original Notes shall bear the legend relating thereto set forth under "Notice to investors" in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the registration rights set forth in the registration rights an underwriting agreement (the "Registration Rights “Underwriting Agreement") to be dated the Closing Date in form and substance reasonably satisfactory to the Initial Purchasers and conforming to the description thereof in the Offering Memorandum, for so long as such Original Notes constitute "Registrable Notes" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Issuers will agree to (i) file with the Securities and Exchange Commission (the "Commission") under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement under the Act (the "Exchange Offer Registration Statement") relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), the "Exchange Notes" ” and, together with the Original Notes, the "Notes," which term includes any guarantee thereof by the Guarantor) to be offered in exchange for the Original Notes (the "Exchange Offer") and issued under the Indenture or an indenture substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders of the Original Notes, and (ii) use reasonable best efforts to cause such Registration Statements to be declared effective. This Placement Agent Agreement, the Original Notes“Placement Agreements”) by and among the Sponsor, the Guarantee, the Indenture Seller and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "Note Documentsrepresentative ." The Original Notes are being offered and sold by the Company and the Co-Issuer in connection with the consummation of the Acquisition. In connection with the Acquisition, (i) an investor group led by SKM Equity Fund III, L.P. and Trimaran Fund II, L.L.C., will contribute cash to Norcraft Holdings L.P. in return for its limited partnership units; (ii) Xxxx Xxxxxx and his relatives will contribute cash and 100% of the outstanding equity interests of the Guarantor (which shall be the owner of the Winnipeg manufacturing facility described in the Offering Memorandum); (iii) certain members of the Company's senior management will exchange a portion of their membership units in the Company for limited partnership units of Norcraft Holdings, L.P. and exchange all or a portion of cash bonuses relating to the Acquisition in consideration for the right to receive additional limited partnership units of Norcraft Holdings L.P.; and (iv) the proceeds received by Norcraft Holdings L.P. from the transactions referred to in the foregoing clauses (i) and (ii) will be used to pay a portion of the consideration for the Acquisition and/or will be contributed to the Company as described in the Offering Memorandum (the transactions referred to in clauses (i) through (iii), the "Equity Financing"). In addition, on the Closing Date the Company will repay all outstanding borrowings under the Company's existing senior secured credit facility (the "Existing Credit Agreement") and enter into a new $70.0 million senior secured credit facility (the "New Credit Agreement") with UBS AG, Stamford Branch, as administrative agent and the lenders party thereto (collectively, the "Refinancing") as described in the Offering Memorandum. The offering of the Original Notes, the Equity Financing, the Refinancing, the Acquisition, the employment of Xxxx Xxxxxx by the Company on the terms set forth in the Offering Memorandum and the payment of fees and expenses relating to the foregoing are collectively referred to as the "Transactions." The Note Documents, the New Credit Agreement and the letters of credit, notes, security documents and other agreements relating thereto and the documents relating to the Acquisition and the Equity Financing are collectively referred to herein as the "Transaction Documents." Simultaneous with the closing of the Transactions, the Company and the Guarantor shall each enter into a joinder agreement (the "Joinder Agreement") to this Agreement, substantially in the form of Exhibit A hereto, pursuant to which each such entity will observe and perform all of the rights, obligations and liabilities of an Issuer as provided in this Agreement as if it were an original signatory hereto. Upon effectiveness of the Joinder Agreement with respect to the Company and the Guarantor, Holdings shall be fully and unconditionally released from all rights, obligations and liabilities hereunder and all such rights, obligations and liabilities shall thereafter be the rights, obligations and liabilities of the Company, the Co-Issuer and the Guarantor.

Issuance of Notes. Upon consummation of the acquisition (the "Acquisition") by Holdings of 100% of the outstanding membership units of Norcraft Companies, L.P. (the "Company") on the terms set forth in that certain Unit Purchase Agreement, dated as of August 29, 2003, among Holdings' predecessor, the Company's predecessor and the sellers and sellers' representatives named therein (as amended on October 3, 2003, the "UPA"), the Company and the Co-Issuer The Issuers propose to issue and sell to Citigroup Global Markets Inc., UBS Securities LLC and Xxxxx Fargo Securities, LLC (collectively, the "Representative"“Representatives”) and Wachovia Capital Markets, LLC the other initial purchasers listed on Schedule I hereto (together with the RepresentativeRepresentatives, the "“Initial Purchasers"”) $150,000,000 300,000,000 in aggregate principal amount of 96.50% Senior Subordinated Notes due 2011 2020 (the "“Original Notes"”). The Issuers’ obligations under the Original Notes and the Indenture (as defined below) will be, jointly and severally, unconditionally guaranteed (the “Guarantees” and, together with the Original Notes, the “Securities”), on a senior basis, by each of the Subsidiaries (as defined below) listed on the signature pages hereto (each individually, a “Guarantor” and collectively, the “Guarantors”). The Securities will be issued pursuant to an indenture (the "“Indenture"”), to be dated as of the Closing Date (as defined herein), ) by and among the CompanyIssuers, the Co-Issuer, the Guarantor (as defined below) Guarantors and U.S. Bank National Association, as trustee (the "“Trustee"”). The Company's obligations under the Original Notes will be unconditionally guaranteed (the "Guarantee") on an unsecured senior subordinated basis by Norcraft Canada Corporation, a Nova Scotia unlimited liability company that will be contributed to the Company after the date of this Agreement (the "Guarantor" and, together with Holdings, the Company and the Co-Issuer, the "Issuers"; provided, that with respect to any right, obligation or agreement set forth in this Agreement that is to be performed (i) prior to the execution of the Joinder Agreement (as defined below) by the Company and the Guarantor, the term Issuers shall refer only to Holdings and the Co-Issuer and (ii) following the execution of the Joinder Agreement by the Company and the Guarantor, the term Issuers shall refer only to the Company, the Co-Issuer and the Guarantor). All references herein to the Original Notes include the related Guarantee, unless the context otherwise requires. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Indenture. The Original Notes Securities will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the "“Act"”). The Issuers have prepared a preliminary offering memorandum, dated September 30as of February 28, 2003 2012 (the "“Preliminary Offering Memorandum"”), and a pricing supplement thereto dated the date hereof (the “Pricing Supplement”). The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after the execution of this Purchase Agreement (this “Agreement”), the Issuers will prepare a final offering memorandum dated October 10, 2003 and available for distribution on or about the date hereof (the "“Final Offering Memorandum") relating ”). Unless stated to the Issuers contrary, any references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to refer to and include any information filed under the Original NotesSecurities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the date hereof and incorporated by reference therein, and any references herein to the terms “amend”, “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to refer to and include any information filed under the Exchange Act subsequent to the date hereof that is incorporated by reference therein. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” (or other references of like import) in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or Final Offering Memorandum shall be deemed to mean and include all such financial statements and schedules and other information which are incorporated by reference in the Pricing Disclosure Package or Final Offering Memorandum, as the case may be. The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Purchase Agreement (this "Agreement") has been executed and delivered, to resell (the "“Exempt Resales"”) the Original Notes purchased by the Initial Purchasers under this Agreement Securities in private sales exempt from registration under the Act on the terms set forth in the Offering Memorandum, as amended or supplementedPricing Disclosure Package, solely to (i) persons whom the Initial Purchasers reasonably believe to be "“qualified institutional buyers," ” (“QIBs”), as defined in Rule 144A under the Act ("QIBs"“Rule 144A”), in accordance with Rule 144A and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act; Act (“Regulation S”) in accordance with Regulation S (the persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as ), the "“Eligible Purchasers." Upon issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Act, the Original Notes shall bear the legend relating thereto set forth under "Notice to investors" in the Offering Memorandum”). Holders (including subsequent transferees) of the Original Notes Securities will have the registration rights set forth in under the registration rights agreement (the "“Registration Rights Agreement") ”), among the Issuers and the Initial Purchasers, to be dated the Closing Date in form and substance reasonably satisfactory to the Initial Purchasers and conforming to the description thereof in the Offering Memorandum, for so long as such Original Notes constitute "Registrable Notes" (as defined in the Registration Rights Agreement)Date. Pursuant to Under the Registration Rights Agreement, the Issuers will agree to (i) use reasonable best efforts to file with the Securities and Exchange Commission (the "“Commission") under the circumstances set forth in the Registration Rights Agreement, (a”) a registration statement under the Act (the "“Exchange Offer Registration Statement"”) relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), the "“Exchange Notes" ” and, together with the Original Notes, the "“Notes," which term includes any guarantee thereof ”), guaranteed by the Guarantor) guarantors under the Indenture, to be offered in exchange for the Original Notes and the Guarantees thereof (the "“Exchange Offer"”) and issued under the Indenture or an indenture substantially identical to the Indenture and/or (b) under certain circumstances set forth except for the provisions relating to the transfer restrictions and payment of Special Interest (as defined in the Registration Rights Agreement)) no later than 400 days after the date of the initial issuance of the Original Notes. Notwithstanding the foregoing, a shelf registration statement pursuant the Registration Rights Agreement will provide that the Issuers and Guarantors will not be required to Rule 415 under the Act (the "Shelf Registration Statement" and, together with consummate the Exchange Offer Registration Statementwith respect to any Original Notes that are freely tradable under Rule 144 under the Securities Act before the required date for the consummation of such Exchange Offer if (i) on or before such date, the "Registration Statements") relating Issuers have afforded the opportunity to the resale by certain holders of such Original Notes to have the restrictive legend on such Original Notes removed and (ii) the unrestricted Original Notes would no longer bear a restricted CUSIP number. If the Issuers fail to satisfy either their registration obligations under the Registration Rights Agreement or if the Issuers fail to accomplish the items described in clauses (i) and (ii) above, the Issuers will be required to pay Special Interest (as defined in the Registration Rights Agreement) to the holders of the Original Notes, and (ii) use reasonable best efforts to cause such Registration Statements to be declared effectiveNotes under certain circumstances. This Agreement, the Original Notes, the GuaranteeGuarantees, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "“Note Documents." ” The Original Notes are being offered issuance and sold by the Company and the Co-Issuer in connection with the consummation sale of the Acquisition. In connection with the Acquisition, (i) an investor group led by SKM Equity Fund III, L.P. and Trimaran Fund II, L.L.C., will contribute cash to Norcraft Holdings L.P. in return for its limited partnership units; (ii) Xxxx Xxxxxx and his relatives will contribute cash and 100% of the outstanding equity interests of the Guarantor (which shall be the owner of the Winnipeg manufacturing facility described in the Offering Memorandum); (iii) certain members of the Company's senior management will exchange a portion of their membership units in the Company for limited partnership units of Norcraft Holdings, L.P. and exchange all or a portion of cash bonuses relating to the Acquisition in consideration for the right to receive additional limited partnership units of Norcraft Holdings L.P.; and (iv) the proceeds received by Norcraft Holdings L.P. from the transactions referred to in the foregoing clauses (i) and (ii) will be used to pay a portion of the consideration for the Acquisition and/or will be contributed to the Company as described in the Offering Memorandum (the transactions referred to in clauses (i) through (iii), the "Equity Financing"). In addition, on the Closing Date the Company will repay all outstanding borrowings under the Company's existing senior secured credit facility (the "Existing Credit Agreement") and enter into a new $70.0 million senior secured credit facility (the "New Credit Agreement") with UBS AG, Stamford Branch, as administrative agent and the lenders party thereto (collectively, the "Refinancing") as described in the Offering Memorandum. The offering of the Original Notes, the Equity Financing, the Refinancing, the Acquisition, the employment of Xxxx Xxxxxx by the Company on the terms set forth in the Offering Memorandum and the payment of fees and expenses relating to the foregoing are collectively Securities is referred to as the "Transactions“Offering." The Note Documents, the New Credit Agreement and the letters of credit, notes, security documents and other agreements relating thereto and the documents relating to the Acquisition and the Equity Financing are collectively referred to herein as the "Transaction Documents." Simultaneous with the closing of the Transactions, the Company and the Guarantor shall each enter into a joinder agreement (the "Joinder Agreement") to this Agreement, substantially in the form of Exhibit A hereto, pursuant to which each such entity will observe and perform all of the rights, obligations and liabilities of an Issuer as provided in this Agreement as if it were an original signatory hereto. Upon effectiveness of the Joinder Agreement with respect to the Company and the Guarantor, Holdings shall be fully and unconditionally released from all rights, obligations and liabilities hereunder and all such rights, obligations and liabilities shall thereafter be the rights, obligations and liabilities of the Company, the Co-Issuer and the Guarantor.”

Issuance of Notes. Upon consummation of the acquisition (the "Acquisition") by Holdings of 100% of the outstanding membership units of Norcraft Companies, L.P. (the "Company") on Subject to the terms set forth in that certain Unit Purchase Agreement, dated as of August 29, 2003, among Holdings' predecessor, the Company's predecessor and the sellers and sellers' representatives named therein (as amended on October 3, 2003, the "UPA")conditions herein contained, the Company and the Co-Issuer propose proposes to issue and sell to UBS Securities LLC the several underwriters named in Schedule I hereto (the "Representative") and Wachovia Capital Markets“Underwriters”, LLC which term shall also include any underwriter substituted as hereinafter provided in Section 9 hereof), for whom Sandler O’Xxxxx & Partners, L.P. is acting as representative (together with the Representativein such capacity, the "Initial Purchasers") “Representative”), $150,000,000 200,000,000 aggregate principal amount of 9the Company’s 3.500% Senior Subordinated Notes due 2011 2020 (each a “Note” and, collectively, the "Original “Notes"”). The Original Notes will be issued pursuant to an indenture (a senior debt securities Indenture between the "Indenture")Company and Wilmington Trust, to be dated the Closing Date (as defined herein), by and among the Company, the Co-Issuer, the Guarantor (as defined below) and U.S. Bank National Association, as trustee (the "“Trustee"”). The Company's obligations under , to be dated as of June 8, 2017, as supplemented by the Original Notes will be unconditionally guaranteed (the "Guarantee") on an unsecured senior subordinated basis by Norcraft Canada Corporation, a Nova Scotia unlimited liability company that will be contributed to the Company after the date of this Agreement (the "Guarantor" and, together with Holdings, First Supplemental Indenture between the Company and the Co-IssuerTrustee, to be dated as of June 8, 2017 (together, the "Issuers"; provided“Indenture”). The Notes will be issued to Cede & Co., that with respect to any right, obligation or agreement set forth in this Agreement that is to be performed (i) prior to the execution as nominee of the Joinder Agreement Depository Trust Company (as defined below) by “DTC”), pursuant to an issuer letter of representation, dated on or about June 5, 2017, between the Company and DTC. The Company understands that the Guarantor, the term Issuers shall refer only Underwriters propose to Holdings and the Co-Issuer and (ii) following the execution make a public offering of the Joinder Notes (the “Offering”) as soon as the Representative deems advisable after this Agreement by the Company has been executed and the Guarantor, the term Issuers shall refer only to the Company, the Co-Issuer and the Guarantor). All references herein to the Original Notes include the related Guarantee, unless the context otherwise requires. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Indenturedelivered. The Original Notes will be offered Company has filed with the Securities and sold to Exchange Commission (the Initial Purchasers pursuant to an exemption from “SEC”) a registration statement on Form S-3 (No. 333-204555) covering the registration requirements of the sale of certain securities, including the Notes, under the Securities Act of 1933, as amended amended, including the rules and regulations of the SEC with respect thereto (the "“Securities Act"”), from time to time in accordance with Rule 415 under the Securities Act. The Issuers have prepared a preliminary offering memorandumSuch registration statement has been declared effective by the SEC and the Indenture has been duly qualified under the Trust Indenture Act of 1939, dated September 30as amended, 2003 and the rules and regulations of the SEC thereunder (collectively, the "Preliminary Offering Memorandum"“TIA”), and a final offering memorandum dated October 10, 2003 and available for distribution on or about the date hereof (the "Offering Memorandum") relating Company has filed such post-effective amendments to such registration statement as may be required prior to the Issuers execution of this Agreement and each such post-effective amendment is effective under the Securities Act. Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus supplement in accordance with the provisions of Rule 430B under the Securities Act (“Rule 430B”) and paragraph (b) of Rule 424 under the Securities Act (“Rule 424(b)”). Any information included in such prospectus supplement that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to herein as “Rule 430B Information.” Each base prospectus and prospectus supplement used in connection with the Offering that omitted Rule 430B Information is referred to herein collectively as a “preliminary prospectus.” Such registration statement, at any given time, including any amendments thereto, including post-effective amendments, to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein at such time and the Original Notes. The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Purchase Agreement (this "Agreement") has been executed and delivered, documents otherwise deemed to resell (the "Exempt Resales") the Original Notes purchased be a part thereof or included therein by the Initial Purchasers under this Agreement in private sales exempt from registration under the Act on the terms set forth in the Offering MemorandumSecurities Act, as amended or supplemented, solely to (i) persons whom the Initial Purchasers reasonably believe to be "qualified institutional buyers," as defined in Rule 144A under the Act ("QIBs"), and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act; the persons specified in clauses (i) and (ii) are sometimes collectively is referred to herein as the "Eligible Purchasers." Upon issuance “Registration Statement;” provided, however, that the term “Registration Statement” without reference to a time means such registration statement as of the Original time of the first contract of sale for the Notes, which time shall be considered the “new effective date” of such registration statement with respect to the Underwriters and the Notes and until such time (within the meaning of Rule 430B(f)(2)); provided, further, that any registration statement filed pursuant to Rule 462(b) under the Securities Act is referred to herein as the same is no longer required under “Rule 462(b) Registration Statement”, and after such filing the applicable requirements term “Registration Statement” shall include the Rule 462(b) Registration Statement. The final base prospectus and the prospectus supplement, dated the date hereof, including the documents incorporated by reference therein, are referred to herein collectively as the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the Actforegoing shall be deemed to include any copy filed with the SEC pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“EXXXX”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus, the Original Notes shall bear Prospectus or the legend relating thereto set forth under "Notice to investors" in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the registration rights set forth in the registration rights agreement (the "Registration Rights Agreement") to be dated the Closing Date in form and substance reasonably satisfactory to the Initial Purchasers and conforming to the description thereof in the Offering Memorandum, for so long as such Original Notes constitute "Registrable Notes" General Disclosure Package (as defined herein) (or other references of like import) shall be deemed to include all such financial statements and schedules and other information which is incorporated by reference in the Registration Rights Statement, any preliminary prospectus, the Prospectus or the General Disclosure Package, as the case may be, prior to the execution of this Agreement). Pursuant ; and all references in this Agreement to amendments or supplements to the Registration Rights AgreementStatement, any preliminary prospectus, the Issuers will agree Prospectus or the General Disclosure Package shall be deemed to (i) file with include the filing of any document under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC thereunder (collectively, the “Exchange Commission (the "Commission") under the circumstances set forth Act”), which is incorporated by reference in the Registration Rights Statement, such preliminary prospectus, the Prospectus or the General Disclosure Package, as the case may be, after the execution of this Agreement, (a) a registration statement under . As more fully described in the Act (the "Exchange Offer Registration Statement") relating to a new issue of debt securities (collectively with the Private Exchange Notes General Disclosure Package (as defined in the Registration Rights Agreementbelow), the "Exchange Notes" andCompany entered into an Agreement and Plan of Merger, together with the Original Notesdated March 6, the "Notes," which term includes any guarantee thereof by the Guarantor) to be offered in exchange for the Original Notes 2017 (the "Exchange Offer") “Merger Agreement”), between the Company and issued under the Indenture or an indenture substantially identical to the Indenture and/or Sterling Bancorp (b) under certain circumstances set forth in the Registration Rights Agreement“Sterling”), a shelf registration statement pursuant to Rule 415 under which the Act Company will merge with and into Sterling, with Sterling as the surviving corporation (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders of the Original Notes, and (ii) use reasonable best efforts to cause such Registration Statements to be declared effective“Merger”). This Agreement, the Original Notes, the Guarantee, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "Note Documents." The Original Notes are being offered and sold by the Company and the Co-Issuer in connection with the consummation of the Acquisition. In connection with the Acquisition, (i) an investor group led by SKM Equity Fund III, L.P. and Trimaran Fund II, L.L.C., will contribute cash to Norcraft Holdings L.P. in return for its limited partnership units; (ii) Xxxx Xxxxxx and his relatives will contribute cash and 100% of the outstanding equity interests of the Guarantor (which shall be the owner of the Winnipeg manufacturing facility described in the Offering Memorandum); (iii) certain members of the Company's senior management will exchange a portion of their membership units in the Company for limited partnership units of Norcraft Holdings, L.P. and exchange all or a portion of cash bonuses relating to the Acquisition in consideration for the right to receive additional limited partnership units of Norcraft Holdings L.P.; and (iv) the proceeds received by Norcraft Holdings L.P. from the transactions referred to in the foregoing clauses (i) and (ii) will be used to pay a portion of the consideration for the Acquisition and/or will be contributed to the Company as described in the Offering Memorandum (the transactions referred to in clauses (i) through (iii), the "Equity Financing"). In addition, on the Closing Date the Company will repay all outstanding borrowings under the Company's existing senior secured credit facility (the "Existing Credit Agreement") and enter into a new $70.0 million senior secured credit facility (the "New Credit Agreement") with UBS AG, Stamford Branch, as administrative agent and the lenders party thereto (collectively, the "Refinancing") as described in the Offering Memorandum. The offering of the Original Notes, the Equity Financing, the Refinancing, the Acquisition, the employment of Xxxx Xxxxxx by the Company on the terms set forth in the Offering Memorandum and the payment of fees and expenses relating to the foregoing are collectively referred to as the "Transactions." The Note Documents, the New Credit Agreement and the letters of credit, notes, security documents and other agreements relating thereto and the documents relating to the Acquisition and the Equity Financing are collectively referred to herein as the "Transaction “Documents." Simultaneous with the closing of the Transactions”, the Company and the Guarantor shall each enter into a joinder agreement (transactions contemplated hereby and thereby are collectively referred to herein as the "Joinder Agreement") to this Agreement, substantially in the form of Exhibit A hereto, pursuant to which each such entity will observe and perform all of the rights, obligations and liabilities of an Issuer as provided in this Agreement as if it were an original signatory hereto. Upon effectiveness of the Joinder Agreement with respect to the Company and the Guarantor, Holdings shall be fully and unconditionally released from all rights, obligations and liabilities hereunder and all such rights, obligations and liabilities shall thereafter be the rights, obligations and liabilities of the Company, the Co-Issuer and the Guarantor“Transactions.”

Issuance of Notes. Upon consummation (a) On the date hereof, the Company will amend and restate the Original Notes and issue to the Purchasers $150,789,911.89 aggregate Stated Value of Amended and Restated Senior Secured Notes due December 31, 2012 in the acquisition form annexed hereto as Exhibit A and at the purchase price set forth on Schedule 1.2A (the "Acquisition") by Holdings “Initial Notes”). After the date hereof, the Company may issue from time to time to one or more Holders or their Affiliates up to $15,000,000 aggregate Stated Value of 100% of additional notes in the outstanding membership units of Norcraft Companies, L.P. (form attached hereto as Exhibit B at the "Company") on the terms agreed price set forth in that certain Unit Purchase Agreement, dated as of August 29, 2003, among Holdings' predecessor, the Company's predecessor and the sellers and sellers' representatives named therein (as amended connection with such issuance on October 3, 2003, the "UPA"), the Company and the Co-Issuer propose to issue and sell to UBS Securities LLC a supplemental Schedule 1.2A (the "Representative") and Wachovia Capital Markets, LLC (together with the Representative, the "Initial Purchasers") $150,000,000 aggregate principal amount of 9% “Senior Subordinated Notes due 2011 (the "Original Incremental Notes"). The Original Notes will be issued pursuant to an indenture (the "Indenture"), to be dated the Closing Date (as defined herein), by and among the Company, the Co-Issuer, the Guarantor (as defined below) and U.S. Bank National Association, as trustee (the "Trustee"). The Company's obligations under the Original Notes will be unconditionally guaranteed (the "Guarantee") on an unsecured senior subordinated basis by Norcraft Canada Corporation, a Nova Scotia unlimited liability company that will be contributed to the Company after the date of this Agreement (the "Guarantor" ” and, together with Holdingsthe Initial Notes, each a “Note” and, collectively, the Company “Notes”), and subject to the Co-Issuer, the "Issuers"; provided, that with respect to any right, obligation or agreement conditions set forth in this Agreement that is to be performed (i) prior to the execution of the Joinder Agreement (as defined below) by the Company and the GuarantorSection 2.2 hereof, the term Issuers Holders shall refer only be obligated to Holdings and the Co-Issuer and purchase all of such Senior Incremental Notes for cash in immediately available funds (ii) following the execution of the Joinder Agreement by the Company and the Guarantor, the term Issuers shall refer only to the Company, the Co-Issuer and the Guarantor). All references herein to the Original Notes include the related Guaranteeon a pro rata basis, unless the context Holders otherwise requires. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Indenture. The Original Notes will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the "Act"agree). The Issuers have prepared a preliminary offering memorandumFor the avoidance of doubt, dated September 30, 2003 (the "Preliminary Offering Memorandum")Senior Incremental Notes are, and a final offering memorandum dated October 10for all purposes shall be, 2003 and available for distribution on or about the date hereof (the "Offering Memorandum") relating to the Issuers and the Original Notes. The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Purchase Agreement (this "Agreement") has been executed and delivered, to resell (the "Exempt Resales") the Original Notes purchased by the Initial Purchasers under this Agreement in private sales exempt from registration under the Act on the terms set forth in the Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchasers reasonably believe to be "qualified institutional buyers," as defined in Rule 144A under the Act ("QIBs"), and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act; the persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the "Eligible Purchasers." Upon issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Act, the Original Notes shall bear the legend relating thereto set forth under "Notice to investors" in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the registration rights set forth in the registration rights agreement (the "Registration Rights Agreement") to be dated the Closing Date in form and substance reasonably satisfactory to the Initial Purchasers and conforming to the description thereof in the Offering Memorandum, for so long as such Original Notes constitute "Registrable Notes" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Issuers will agree to (i) file with the Securities and Exchange Commission (the "Commission") under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement under the Act (the "Exchange Offer Registration Statement") relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement)Acquiror Debt Purchase Agreement referred to in clause (i) of the definition thereof) and are subject to all of the terms of the Acquiror Debt Purchase Agreement referred to in clause (i) of the definition thereof. The “Parent Guaranty”, the "Exchange Notes" and, together “Guaranty” and the “Collateral Documents” (in each case as defined in the Original Purchase Agreement) will continue to provide for guaranties of the Notes by Parent in accordance with the Original NotesParent Guaranty, and the "Notes," which term includes any guarantee thereof other Guarantors in accordance with the Guaranty, and the Notes and the Guaranty will continue to be secured by the GuarantorCollateral pursuant to the Collateral Documents with the same priority as in effect prior to the amendment and restatement thereof. Interest will accrue on the Principal Amount of the Notes at the Applicable Interest Rate, payable semi-annually in arrears on each Interest Payment Date in accordance with Section 1.1(b) to (except for Payment Default Interest, which shall be offered payable on demand in exchange for the Original Notes (the "Exchange Offer"cash) and issued under as further described in this Agreement and the Indenture or an indenture substantially identical Notes; provided that in no event shall the rate of interest applicable to the Indenture and/or any Senior Incremental Notes exceed a rate equal to ten percent (b10%) under certain circumstances per annum. The Notes are subject to mandatory redemption, in each case as further set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders of the Original Notes, and (ii) use reasonable best efforts to cause such Registration Statements to be declared effective. This Agreement, the Original Notes, the Guarantee, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "Note Documents." The Original Notes are being offered and sold by the Company and the Co-Issuer in connection with the consummation of the Acquisition. In connection with the Acquisition, (i) an investor group led by SKM Equity Fund III, L.P. and Trimaran Fund II, L.L.C., will contribute cash to Norcraft Holdings L.P. in return for its limited partnership units; (ii) Xxxx Xxxxxx and his relatives will contribute cash and 100% of the outstanding equity interests of the Guarantor (which shall be the owner of the Winnipeg manufacturing facility described in the Offering Memorandum); (iii) certain members of the Company's senior management will exchange a portion of their membership units in the Company for limited partnership units of Norcraft Holdings, L.P. and exchange all or a portion of cash bonuses relating to the Acquisition in consideration for the right to receive additional limited partnership units of Norcraft Holdings L.P.; and (iv) the proceeds received by Norcraft Holdings L.P. from the transactions referred to in the foregoing clauses (i) and (ii) will be used to pay a portion of the consideration for the Acquisition and/or will be contributed to the Company as described in the Offering Memorandum (the transactions referred to in clauses (i) through (iii), the "Equity Financing"). In addition, on the Closing Date the Company will repay all outstanding borrowings under the Company's existing senior secured credit facility (the "Existing Credit Agreement") and enter into a new $70.0 million senior secured credit facility (the "New Credit Agreement") with UBS AG, Stamford Branch, as administrative agent and the lenders party thereto (collectively, the "Refinancing") as described in the Offering Memorandum. The offering of the Original Notes, the Equity Financing, the Refinancing, the Acquisition, the employment of Xxxx Xxxxxx by the Company on the terms set forth in the Offering Memorandum and the payment of fees and expenses relating to the foregoing are collectively referred to as the "Transactions." The Note Documents, the New Credit this Agreement and the letters of credit, notes, security documents and other agreements relating thereto and the documents relating to the Acquisition and the Equity Financing are collectively referred to herein as the "Transaction DocumentsNotes." Simultaneous with the closing of the Transactions, the Company and the Guarantor shall each enter into a joinder agreement (the "Joinder Agreement") to this Agreement, substantially in the form of Exhibit A hereto, pursuant to which each such entity will observe and perform all of the rights, obligations and liabilities of an Issuer as provided in this Agreement as if it were an original signatory hereto. Upon effectiveness of the Joinder Agreement with respect to the Company and the Guarantor, Holdings shall be fully and unconditionally released from all rights, obligations and liabilities hereunder and all such rights, obligations and liabilities shall thereafter be the rights, obligations and liabilities of the Company, the Co-Issuer and the Guarantor.

Issuance of Notes. Upon consummation of the acquisition (the "Acquisition") by Holdings of 100% of the outstanding membership units of Norcraft Companies, L.P. (the "Company") on the terms set forth in that certain Unit Purchase Agreement, dated as of August 29, 2003, among Holdings' predecessor, the Company's predecessor and the sellers and sellers' representatives named therein (as amended on October 3, 2003, the "UPA"), the The Company and the Co-Issuer propose proposes to issue and sell to Deutsche Bank Securities Inc., UBS Securities LLC LLC, Credit Suisse Securities (USA) LLC, Xxxxxxx, Sachs & Co. and Pareto Securities AS (the "Representative"“Representatives”) and Wachovia Capital Markets, LLC the other entities listed on Schedule I hereto (together with the RepresentativeRepresentatives, the "“Initial Purchasers"”) $150,000,000 400,000,000 aggregate principal amount of 98.750% Senior Subordinated Notes due 2011 2021 (the "Original “Notes"”). The Original Company’s obligations under the Notes and the Indenture (as defined below) will be, jointly and severally, unconditionally guaranteed (the “Guarantees”), on a senior unsecured basis, by each of the Subsidiaries (as defined below) listed on the signature pages hereto (collectively, the “Guarantors,” and, together with the Company, the “Issuers”). The Notes and the Guarantees are referred to herein as the “Securities.” The Notes and Guarantees will be issued pursuant to an indenture (the "“Indenture"”), to be dated the Closing Date (as defined herein), by and among between the Company, the Co-Issuer, the Guarantor (as defined below) Issuers and U.S. Bank National Association, as trustee (the "“Trustee"”). The Company's obligations under the Original Notes will be unconditionally guaranteed (the "Guarantee") on an unsecured senior subordinated basis by Norcraft Canada Corporation, a Nova Scotia unlimited liability company that will be contributed to the Company after the date of this Agreement (the "Guarantor" and, together with Holdings, the Company and the Co-Issuer, the "Issuers"; provided, that with respect to any right, obligation or agreement set forth in this Agreement that is to be performed (i) prior to the execution of the Joinder Agreement (as defined below) by the Company and the Guarantor, the term Issuers shall refer only to Holdings and the Co-Issuer and (ii) following the execution of the Joinder Agreement by the Company and the Guarantor, the term Issuers shall refer only to the Company, the Co-Issuer and the Guarantor). All references herein to the Original Notes include the related Guarantee, unless the context otherwise requires. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Indenture. The Original Notes Securities will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the "“Act"”). The Issuers have prepared a preliminary offering memorandum, dated September 30as of June 24, 2003 2013, (the "“Preliminary Offering Memorandum"”), and a pricing supplement thereto dated the date hereof and attached as Exhibit B hereto (the “Pricing Supplement”). The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after the execution of this Purchase Agreement (this “Agreement”), the Issuers will prepare a final offering memorandum dated October 10, 2003 and available for distribution on or about the date hereof (the "“Final Offering Memorandum") relating ”). Unless stated to the Issuers contrary, any references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to refer to and include any information filed under the Original NotesSecurities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the date hereof and incorporated by reference therein, and any references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to refer to and include any information filed under the Exchange Act subsequent to the date hereof that is incorporated by reference therein. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” (or other references of like import) in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or Final Offering Memorandum shall be deemed to mean and include all such financial statements and schedules and other information which are incorporated by reference in the Pricing Disclosure Package or Final Offering Memorandum, as the case may be. The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Purchase Agreement (this "Agreement") has been executed and delivered, to resell (the "“Exempt Resales"”) the Original Notes purchased by the Initial Purchasers under this Agreement Securities in private sales exempt from registration under the Act on the terms set forth in the Offering Memorandum, as amended or supplementedPricing Disclosure Package, solely to (i) persons whom the Initial Purchasers reasonably believe to be "“qualified institutional buyers," ” (“QIBs”), as defined in Rule 144A under the Act ("QIBs"“Rule 144A”), in accordance with Rule 144A and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act; Act (“Regulation S”) in accordance with Regulations S (the persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the "Eligible Purchasers." Upon issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Act, the Original Notes shall bear the legend relating thereto set forth under "Notice to investors" in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the registration rights set forth in the registration rights agreement (the "Registration Rights Agreement") to be dated the Closing Date in form and substance reasonably satisfactory to the Initial Purchasers and conforming to the description thereof in the Offering Memorandum, for so long as such Original Notes constitute "Registrable Notes" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Issuers will agree to (i) file with the Securities and Exchange Commission (the "Commission") under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement under the Act (the "Exchange Offer Registration Statement") relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), the "Exchange Notes" and, together with the Original Notes, the "Notes," which term includes any guarantee thereof by the Guarantor) to be offered in exchange for the Original Notes (the "Exchange Offer") and issued under the Indenture or an indenture substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders of the Original Notes, and (ii) use reasonable best efforts to cause such Registration Statements to be declared effective“Eligible Purchasers”). This Agreement, the Original Notes, the Guarantee, the Indenture Guarantees and the Registration Rights Agreement Indentures are hereinafter sometimes referred to collectively as the "“Note Documents." ” The Original Notes are being offered issuance and sold by the Company and the Co-Issuer in connection with the consummation sale of the Acquisition. In connection with the Acquisition, (i) an investor group led by SKM Equity Fund III, L.P. and Trimaran Fund II, L.L.C., will contribute cash to Norcraft Holdings L.P. in return for its limited partnership units; (ii) Xxxx Xxxxxx and his relatives will contribute cash and 100% of the outstanding equity interests of the Guarantor (which shall be the owner of the Winnipeg manufacturing facility described in the Offering Memorandum); (iii) certain members of the Company's senior management will exchange a portion of their membership units in the Company for limited partnership units of Norcraft Holdings, L.P. and exchange all or a portion of cash bonuses relating to the Acquisition in consideration for the right to receive additional limited partnership units of Norcraft Holdings L.P.; and (iv) the proceeds received by Norcraft Holdings L.P. from the transactions referred to in the foregoing clauses (i) and (ii) will be used to pay a portion of the consideration for the Acquisition and/or will be contributed to the Company as described in the Offering Memorandum (the transactions referred to in clauses (i) through (iii), the "Equity Financing"). In addition, on the Closing Date the Company will repay all outstanding borrowings under the Company's existing senior secured credit facility (the "Existing Credit Agreement") and enter into a new $70.0 million senior secured credit facility (the "New Credit Agreement") with UBS AG, Stamford Branch, as administrative agent and the lenders party thereto (collectively, the "Refinancing") as described in the Offering Memorandum. The offering of the Original Notes, the Equity Financing, the Refinancing, the Acquisition, the employment of Xxxx Xxxxxx by the Company on the terms set forth in the Offering Memorandum and the payment of fees and expenses relating to the foregoing are collectively Securities is referred to as the "Transactions“Offering." The Note Documents, the New Credit Agreement and the letters of credit, notes, security documents and other agreements relating thereto and the documents relating to the Acquisition and the Equity Financing are collectively referred to herein as the "Transaction Documents." Simultaneous with the closing of the Transactions, the Company and the Guarantor shall each enter into a joinder agreement (the "Joinder Agreement") to this Agreement, substantially in the form of Exhibit A hereto, pursuant to which each such entity will observe and perform all of the rights, obligations and liabilities of an Issuer as provided in this Agreement as if it were an original signatory hereto. Upon effectiveness of the Joinder Agreement with respect to the Company and the Guarantor, Holdings shall be fully and unconditionally released from all rights, obligations and liabilities hereunder and all such rights, obligations and liabilities shall thereafter be the rights, obligations and liabilities of the Company, the Co-Issuer and the Guarantor.”

Issuance of Notes. Upon consummation of the acquisition (the "Acquisition") by Holdings of 100% of the outstanding membership units of Norcraft Companies, L.P. (the "Company") on the terms set forth in that certain Unit Purchase Agreement, dated as of August 29, 2003, among Holdings' predecessor, the Company's predecessor and the sellers and sellers' representatives named therein (as amended on October 3, 2003, the "UPA"), the Company and the Co-The Issuer propose proposes to issue and sell to UBS Securities Warburg LLC and Bear, Stearns & Co. Inc. (the "Representative") and Wachovia Capital Markets, LLC (together with the Representative, the "Initial PurchasersINITIAL PURCHASERS") $150,000,000 170,000,000 aggregate principal pxxxxxxxl amount of 911-5/8% Senior Subordinated Secured Notes due 2011 2006 (the "Original NotesORIGINAL NOTES"). The Original Notes will be issued pursuant to an indenture (the "IndentureINDENTURE"), to be dated the Closing Date (as defined herein), by and among between the Company, the Co-Issuer, the Guarantor (as defined below) Issuer and U.S. HSBC Bank National AssociationUSA, as trustee (the "TrusteeTRUSTEE"). The Company's obligations under the Original Notes will be unconditionally guaranteed (the "Guarantee") on an unsecured senior subordinated basis by Norcraft Canada Corporation, a Nova Scotia unlimited liability company that will be contributed to the Company after the date of this Agreement (the "Guarantor" and, together with Holdings, the Company and the Co-Issuer, the "Issuers"; provided, that with respect to any right, obligation or agreement set forth in this Agreement that is to be performed (i) prior to the execution of the Joinder Agreement (as defined below) by the Company and the Guarantor, the term Issuers shall refer only to Holdings and the Co-Issuer and (ii) following the execution of the Joinder Agreement by the Company and the Guarantor, the term Issuers shall refer only to the Company, the Co-Issuer and the Guarantor). All references herein to the Original Notes include the related Guarantee, unless the context otherwise requires. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Indenture. The Notes will have the benefit of the Security Documents (as defined in the Indenture), pursuant to which the Issuer will, among other things, grant a lien on certain of its assets as described in the Security Docxxxxxx. The Original Notes will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the "ActACT"). The Issuers have Issuer has prepared a preliminary offering memorandum, dated September 30October 5, 2003 2001 (the "Preliminary Offering MemorandumPRELIMINARY OFFERING MEMORANDUM"), and a final offering memorandum dated October 10, 2003 and available for distribution on or about the date hereof (the "Offering MemorandumOFFERING MEMORANDUM") relating to the Issuers Issuer and the Original Notes. The Initial Purchasers have advised the Issuers Issuer that the Initial Purchasers intend, as soon as they deem practicable after this Purchase Agreement (this "AgreementAGREEMENT") has been executed and delivered, to resell (the "Exempt ResalesEXEMPT RESALES") the Original Notes purchased by the Initial Purchasers Purchas- ers under this Agreement in private sales exempt from registration under the Act on the terms set forth in the Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchasers reasonably believe to be "qualified institutional buyers," as defined in Rule 144A under the Act ("QIBs"), and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act; the persons Persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the "Eligible PurchasersELIGIBLE PURCHASERS." Upon issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Act, the Original Notes shall bear the legend relating thereto set forth under "Notice to investorsInvestors" in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the registration rights set forth in the registration rights agreement (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT") to be dated the Closing Date in form and substance reasonably satisfactory to the Initial Purchasers and conforming to the description thereof in the Offering Memorandum, for so long as such Original Notes constitute "Registrable Notes" (as defined in the Registration Rights Agreement)Date. Pursuant to the Registration Rights Agreement, the Issuers Issuer will agree to (i) file with the Securities and Exchange Commission (the "CommissionCOMMISSION") under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement under the Act (the "Exchange Offer Registration StatementEXCHANGE OFFER REGISTRATION STATEMENT") relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), the "Exchange NotesEXCHANGE NOTES" and, together with the Original Notes, the "Notes," which term includes any guarantee thereof by the GuarantorNOTES") to be offered in exchange for the Original Notes (the "Exchange OfferEXCHANGE OFFER") and issued under the Indenture or an indenture substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the "Shelf Registration StatementSHELF REGISTRATION STATEMENT" and, together with the Exchange Offer Registration Statement, the "Registration StatementsREGISTRATION STATEMENTS") relating to the resale by certain holders of the Original Notes, and (ii) to use its reasonable best efforts to cause such Registration Statements to be declared effective. This Agreement, the Original Notes, the GuaranteeIndenture, the Indenture and the Registration Rights Agreement and the Security Documents are hereinafter sometimes referred to collectively as the "Note DocumentsTRANSACTION DOCUMENTS." The Original Notes are being offered Proceeds from the issuance and sold by the Company and the Co-Issuer in connection with the consummation sale of the Acquisition. In connection Original Notes, together with the Acquisition, (i) an investor group led by SKM Equity Fund III, L.P. and Trimaran Fund II, L.L.C., will contribute available cash to Norcraft Holdings L.P. in return for its limited partnership units; (ii) Xxxx Xxxxxx and his relatives will contribute cash and 100% of the outstanding equity interests of the Guarantor (which shall be the owner of the Winnipeg manufacturing facility described in the Offering Memorandum); (iii) certain members of the Company's senior management will exchange a portion of their membership units in the Company for limited partnership units of Norcraft HoldingsIssuer, L.P. and exchange all or a portion of cash bonuses relating to the Acquisition in consideration for the right to receive additional limited partnership units of Norcraft Holdings L.P.; and (iv) the proceeds received by Norcraft Holdings L.P. from the transactions referred to in the foregoing clauses (i) and (ii) will be used to pay a portion of the consideration for the Acquisition and/or will be contributed to the Company as described repay in the Offering Memorandum (the transactions referred to in clauses (i) through (iii), the "Equity Financing"). In addition, on the Closing Date the Company will repay full all outstanding borrowings under the CompanyIssuer's existing senior secured bank credit facility (the "EXISTING BANK FACILITY"), and the Existing Credit AgreementBank Facility will be terminated. In addition after the Closing Date, the Issuer intends to take the actions, and has been advised by its sole stockholder, ALARIS Medical, Inc., a Delaware corporation (") and enter into a new $70.0 million senior secured credit facility PARENT"), that Parent intends to take the actions, with respect to Parent's 7-1/4% convertible subordinated debentures due 2002 (the "New Credit Agreement") with UBS AG, Stamford Branch, as administrative agent and the lenders party thereto (collectively, the "RefinancingCONVERTIBLE DEBENTURES") as described in the Offering MemorandumMemorandum under "Description of Certain Indebtedness -- Indebtedness of Holdings -- 7-1/4% convertible subordinated debentures" (the "DEBENTURE PAYMENT"). The offering issuance and sale of the Original Notes, Notes (including the Equity Financing, grant of mortgages and security interests pursuant to the Refinancing, Security Documents) the Acquisition, payment and termination of the employment of Xxxx Xxxxxx by the Company on the terms set forth in the Offering Memorandum Existing Bank Facility as described above and the payment of fees and expenses relating to the foregoing are Debenture Payment collectively referred to as the "TransactionsTRANSACTIONS." The Note Documents, the New Credit Agreement and the letters of credit, notes, security documents and other agreements relating thereto and the documents relating to the Acquisition and the Equity Financing are collectively referred to herein as the "Transaction Documents." Simultaneous with the closing of the Transactions, the Company and the Guarantor shall each enter into a joinder agreement (the "Joinder Agreement") to this Agreement, substantially in the form of Exhibit A hereto, pursuant to which each such entity will observe and perform all of the rights, obligations and liabilities of an Issuer as provided in this Agreement as if it were an original signatory hereto. Upon effectiveness of the Joinder Agreement with respect to the Company and the Guarantor, Holdings shall be fully and unconditionally released from all rights, obligations and liabilities hereunder and all such rights, obligations and liabilities shall thereafter be the rights, obligations and liabilities of the Company, the Co-Issuer and the Guarantor.

Issuance of Notes. Upon consummation of the acquisition (the "Acquisition") by Holdings of 100% of the outstanding membership units of Norcraft Companies, L.P. (the "Company") on the terms set forth in that certain Unit Purchase Agreement, dated as of August 29, 2003, among Holdings' predecessor, the Company's predecessor and the sellers and sellers' representatives named therein (as amended on October 3, 2003, the "UPA"), the Company and the Co-Issuer The Issuers propose to issue and sell to UBS Securities LLC Citigroup Global Markets Inc., (the "“Representative"”) and Wachovia Capital Markets, LLC the other initial purchasers listed on Schedule I hereto (together with the Representative, the "“Initial Purchasers"”) $150,000,000 100,000,000 in aggregate principal amount of 96% Senior Subordinated Notes due 2011 2024 (the "Original “Notes"”). The Original Issuers’ obligations under the Notes and the Indenture (as defined below) will be, jointly and severally, unconditionally guaranteed (the “Guarantees” and, together with the Notes, the “Securities”), on a senior basis, by each of the Subsidiaries (as defined below) listed on the signature pages hereto (each individually, a “Guarantor” and collectively, the “Guarantors”). The Securities will be issued pursuant to an that certain indenture (the "“Base Indenture"”), to be dated the Closing Date (as defined herein)July 19, 2016 by and among the CompanyIssuers, the Co-Issuer, the Guarantor (as defined below) Guarantors and U.S. Bank National Association, as trustee (the "“Trustee"). The Company's obligations under the Original Notes will be unconditionally guaranteed ”) as supplemented by that certain first supplemental indenture (the "Guarantee") on an unsecured senior subordinated basis by Norcraft Canada Corporation, a Nova Scotia unlimited liability company that will be contributed to the Company after the date of this Agreement (the "Guarantor" “Supplemental Indenture” and, together with Holdingsthe Base Indenture, the Company “Indenture”), dated November 2, 2016 by and among the Issuers, the Guarantors and the Co-Issuer, Trustee. The Issuers previously issued $400,000,000 in aggregate principal amount of their 6% Senior Notes due 2024 under the "Issuers"; provided, that with respect to any right, obligation or agreement set forth in this Agreement that is to be performed Base Indenture (i) prior to the execution “Existing Notes”). The Notes constitute an offering of the Joinder Agreement “Additional Notes” (as defined in the Base Indenture) under the Base Indenture. Except as otherwise disclosed in the Pricing Disclosure Package or the Final Offering Memorandum (each as defined below) by the Company and the Guarantor), the term Issuers shall refer only to Holdings and the Co-Issuer and (ii) following the execution of the Joinder Agreement by the Company and the Guarantor, the term Issuers shall refer only Securities will have terms identical to the CompanyExisting Notes, except for the Co-Issuer issue date and issue price. The Securities shall be consolidated with the Guarantor). All references herein to the Original Existing Notes include the related Guarantee, unless the context otherwise requires. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in and form a single class of securities for all purposes under the Indenture. The Original Notes Securities will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the "“Act"”). The Issuers US-DOCS\93433983.6 have prepared a preliminary offering memorandum, dated as of September 3019, 2003 2017 (the "“Preliminary Offering Memorandum"”), and a pricing supplement thereto dated the date hereof (the “Pricing Supplement”). The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after the execution of this Purchase Agreement (this “Agreement”), the Issuers will prepare a final offering memorandum dated October 10, 2003 and available for distribution on or about the date hereof (the "“Final Offering Memorandum") relating ”). Unless stated to the Issuers contrary, any references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to refer to and include any information filed under the Original NotesSecurities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the date hereof and incorporated by reference therein, and any references herein to the terms “amend”, “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to refer to and include any information filed under the Exchange Act subsequent to the date hereof that is incorporated by reference therein. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” (or other references of like import) in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or Final Offering Memorandum shall be deemed to mean and include all such financial statements and schedules and other information which are incorporated by reference in the Pricing Disclosure Package or Final Offering Memorandum, as the case may be. The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Purchase Agreement (this "Agreement") has been executed and delivered, to resell (the "“Exempt Resales"”) the Original Notes purchased by the Initial Purchasers under this Agreement Securities in private sales exempt from registration under the Act on the terms set forth in the Offering Memorandum, as amended or supplementedPricing Disclosure Package, solely to (i) persons whom the Initial Purchasers reasonably believe to be "“qualified institutional buyers," ” (“QIBs”), as defined in Rule 144A under the Act ("QIBs"“Rule 144A”), in accordance with Rule 144A and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act; Act (“Regulation S”) in accordance with Regulation S (the persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the "Eligible Purchasers." Upon issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Act, the Original Notes shall bear the legend relating thereto set forth under "Notice to investors" in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the registration rights set forth in the registration rights agreement (the "Registration Rights Agreement") to be dated the Closing Date in form and substance reasonably satisfactory to the Initial Purchasers and conforming to the description thereof in the Offering Memorandum, for so long as such Original Notes constitute "Registrable Notes" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Issuers will agree to (i) file with the Securities and Exchange Commission (the "Commission") under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement under the Act (the "Exchange Offer Registration Statement") relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), the "Exchange Notes" and, together with the Original Notes, the "Notes," which term includes any guarantee thereof by the Guarantor) to be offered in exchange for the Original Notes (the "Exchange Offer") and issued under the Indenture or an indenture substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders of the Original Notes, and (ii) use reasonable best efforts to cause such Registration Statements to be declared effective“Eligible Purchasers”). This Agreement, the Original Notes, the Guarantee, Notes and the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "“Note Documents." ” The Original Notes are being offered issuance and sold by the Company and the Co-Issuer in connection with the consummation sale of the Acquisition. In connection with the Acquisition, (i) an investor group led by SKM Equity Fund III, L.P. and Trimaran Fund II, L.L.C., will contribute cash to Norcraft Holdings L.P. in return for its limited partnership units; (ii) Xxxx Xxxxxx and his relatives will contribute cash and 100% of the outstanding equity interests of the Guarantor (which shall be the owner of the Winnipeg manufacturing facility described in the Offering Memorandum); (iii) certain members of the Company's senior management will exchange a portion of their membership units in the Company for limited partnership units of Norcraft Holdings, L.P. and exchange all or a portion of cash bonuses relating to the Acquisition in consideration for the right to receive additional limited partnership units of Norcraft Holdings L.P.; and (iv) the proceeds received by Norcraft Holdings L.P. from the transactions referred to in the foregoing clauses (i) and (ii) will be used to pay a portion of the consideration for the Acquisition and/or will be contributed to the Company as described in the Offering Memorandum (the transactions referred to in clauses (i) through (iii), the "Equity Financing"). In addition, on the Closing Date the Company will repay all outstanding borrowings under the Company's existing senior secured credit facility (the "Existing Credit Agreement") and enter into a new $70.0 million senior secured credit facility (the "New Credit Agreement") with UBS AG, Stamford Branch, as administrative agent and the lenders party thereto (collectively, the "Refinancing") as described in the Offering Memorandum. The offering of the Original Notes, the Equity Financing, the Refinancing, the Acquisition, the employment of Xxxx Xxxxxx by the Company on the terms set forth in the Offering Memorandum and the payment of fees and expenses relating to the foregoing are collectively Securities is referred to as the "Transactions“Offering." The Note Documents” For the avoidance of doubt, the New Credit Agreement and the letters of credit, notes, security documents and other agreements relating thereto and the documents relating to the Acquisition and the Equity Financing are collectively referred to herein as the "Transaction Documents." Simultaneous with the closing of the Transactions, the Company and the Guarantor shall each enter into a joinder agreement (the "Joinder Agreement") to this Agreement, substantially in the form of Exhibit A hereto, pursuant to which each such entity will observe and perform all of the rights, obligations and liabilities of an Issuer as provided references in this Agreement as if it were an original signatory hereto. Upon effectiveness of the Joinder Agreement with respect to the Company “Subsidiaries” (as defined below) shall be deemed to include Finance Corp. and the Guarantor, Holdings shall be fully and unconditionally released from all rights, obligations and liabilities hereunder and all such rights, obligations and liabilities shall thereafter be the rights, obligations and liabilities of the Company, the Co-Issuer and the GuarantorGuarantors.

Issuance of Notes. Upon consummation of the acquisition (the "Acquisition") by Holdings of 100% of the outstanding membership units of Norcraft Companies, L.P. (the "Company") on Subject to the terms set forth in that certain Unit Purchase Agreement, dated as of August 29, 2003, among Holdings' predecessorand conditions herein contained, the Company's predecessor and the sellers and sellers' representatives named therein (as amended on October 3, 2003, the "UPA"), the Company and the Co-Issuer propose proposes to issue and sell to UBS Securities LLC (the "Representative") Cxxxx and Wachovia Capital MarketsCompany, LLC (“Cowen”) and CRT Capital Group LLC (“CRT” and, together with the RepresentativeCowen, the "“Initial Purchasers"”) $150,000,000 125,000,000 in aggregate principal amount of 912.000% Senior Subordinated Secured Notes due 2011 2017 (each a “Note” and, collectively, the "Original “Notes"”). The Original Notes will be issued pursuant to an indenture (the "“Indenture"”), to be dated the Closing Date (as defined herein)of July 11, 2012, by and among the Company, the Co-Issuer, the Guarantor (as defined below) Guarantors party thereto and U.S. Bank Wxxxx Fargo Bank, National Association, as trustee (the "Trustee"). The Company's obligations under the Original Notes will be unconditionally guaranteed (the "Guarantee") on an unsecured senior subordinated basis by Norcraft Canada Corporation, a Nova Scotia unlimited liability company that will be contributed to the Company after the date of this Agreement (the "Guarantor" and, together with Holdingsin such capacity, the Company “Trustee”) and the Co-Issuercollateral agent (in such capacity, the "Issuers"; provided, that with respect to any right, obligation or agreement set forth in this Agreement that is to be performed (i) prior to the execution of the Joinder Agreement (as defined below) by the Company and the Guarantor, the term Issuers shall refer only to Holdings and the Co-Issuer and (ii) following the execution of the Joinder Agreement by the Company and the Guarantor, the term Issuers shall refer only to the Company, the Co-Issuer and the Guarantor“Collateral Agent”). All references herein to the Original Notes include the related Guarantee, unless the context otherwise requires. Capitalized terms used used, but not otherwise defined herein herein, shall have the meanings given to such terms set forth in the Indenture“Description of the Notes” section of the Final Offering Memorandum (as hereinafter defined). The Original Notes will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under of the Securities Act of 1933, as amended amended, and the rules and regulations of the Securities and Exchange Commission (the "“SEC”) thereunder (collectively, the “Securities Act"”). The Issuers have prepared a preliminary offering memorandumUpon original issuance thereof, dated September 30, 2003 (the "Preliminary Offering Memorandum"), and a final offering memorandum dated October 10, 2003 and available for distribution on or about the date hereof (the "Offering Memorandum") relating to the Issuers and the Original Notes. The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Purchase Agreement (this "Agreement") has been executed and delivered, to resell (the "Exempt Resales") the Original Notes purchased by the Initial Purchasers under this Agreement in private sales exempt from registration under the Act on the terms set forth in the Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchasers reasonably believe to be "qualified institutional buyers," as defined in Rule 144A under the Act ("QIBs"), and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act; the persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the "Eligible Purchasers." Upon issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Original Notes shall bear the legend relating thereto set forth under "Notice to investors" in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the registration rights legends set forth in the registration rights agreement final offering memorandum, dated the date hereof (the "Registration Rights Agreement"“Final Offering Memorandum”). The Issuer has prepared a preliminary offering memorandum, dated July 2, 2012 (the “Preliminary Offering Memorandum”), (ii) to be a pricing term sheet, dated the Closing Date in form date hereof, attached hereto as Schedule II, which includes pricing terms and substance reasonably satisfactory other information with respect to the Initial Purchasers Notes (the “Pricing Supplement”), and conforming to (iii) the description thereof in the Final Offering Memorandum, for so long as such Original Notes constitute "Registrable Notes" (as defined in the Registration Rights Agreement). Pursuant each case, relating to the Registration Rights Agreement, offer and sale of the Issuers will agree to (i) file with the Securities and Exchange Commission (the "Commission") under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement under the Act (the "Exchange Offer Registration Statement") relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), the "Exchange Notes" and, together with the Original Notes, the "Notes," which term includes any guarantee thereof by the Guarantor) to be offered in exchange for the Original Notes (the "Exchange Offer") and issued under the Indenture or an indenture substantially identical “Offering”). All references in this Agreement to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the "Shelf Registration Statement" and, together with the Exchange Offer Registration StatementPreliminary Offering Memorandum, the "Registration Statements"Time of Sale Document (as hereinafter defined) relating to or the resale by certain holders of the Original NotesFinal Offering Memorandum include, and (ii) use reasonable best efforts to cause such Registration Statements to be declared effective. This Agreement, the Original Notes, the Guarantee, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "Note Documents." The Original Notes are being offered and sold by the Company and the Co-Issuer in connection with the consummation of the Acquisition. In connection with the Acquisitionunless expressly stated otherwise, (i) an investor group led by SKM Equity Fund IIIall amendments or supplements thereto, L.P. and Trimaran Fund II, L.L.C., will contribute cash to Norcraft Holdings L.P. in return for its limited partnership units; (ii) Xxxx Xxxxxx all documents, financial statements and his relatives will contribute cash schedules and 100% other information contained, incorporated by reference or deemed incorporated by reference therein (and references in this Agreement to such information being “contained,” “included” or “stated” (and other references of like import) in the outstanding equity interests Preliminary Offering Memorandum, the Time of Sale Document or the Guarantor (which Final Offering Memorandum shall be the owner of the Winnipeg manufacturing facility described in the Offering Memorandumdeemed to mean all such information contained, incorporated by reference or deemed incorporated by reference therein); , (iii) certain members any electronic Time of the Company's senior management will exchange a portion of their membership units in the Company for limited partnership units of Norcraft Holdings, L.P. and exchange all Sale Document or a portion of cash bonuses relating to the Acquisition in consideration for the right to receive additional limited partnership units of Norcraft Holdings L.P.; Final Offering Memorandum and (iv) the proceeds received by Norcraft Holdings L.P. from the transactions referred any offering memorandum “wrapper” to in the foregoing clauses (i) and (ii) will be used in connection with offers to pay a portion sell, solicitations of offers to buy or sales of the consideration for the Acquisition and/or will be contributed to the Company as described Notes in the Offering Memorandum (the transactions referred to in clauses (i) through (iii), the "Equity Financing"). In addition, on the Closing Date the Company will repay all outstanding borrowings under the Company's existing senior secured credit facility (the "Existing Credit Agreement") and enter into a new $70.0 million senior secured credit facility (the "New Credit Agreement") with UBS AG, Stamford Branch, as administrative agent and the lenders party thereto (collectively, the "Refinancing") as described in the Offering Memorandumnon-U.S. jurisdictions. The offering of the Original Notes, the Equity Financing, the Refinancing, the Acquisition, the employment of Xxxx Xxxxxx by the Company on the terms set forth in the Preliminary Offering Memorandum and the payment of fees and expenses relating to the foregoing are collectively referred to as the "Transactions." The Note Documents, the New Credit Agreement and the letters of credit, notes, security documents and other agreements relating thereto and the documents relating to the Acquisition and the Equity Financing Pricing Supplement are collectively referred to herein as the "Transaction Documents“Time of Sale Document." Simultaneous with the closing of the Transactions, the Company and the Guarantor shall each enter into a joinder agreement (the "Joinder Agreement") to this Agreement, substantially in the form of Exhibit A hereto, pursuant to which each such entity will observe and perform all of the rights, obligations and liabilities of an Issuer as provided in this Agreement as if it were an original signatory hereto. Upon effectiveness of the Joinder Agreement with respect to the Company and the Guarantor, Holdings shall be fully and unconditionally released from all rights, obligations and liabilities hereunder and all such rights, obligations and liabilities shall thereafter be the rights, obligations and liabilities of the Company, the Co-Issuer and the Guarantor.”

Issuance of Notes. Upon consummation of the acquisition (the "Acquisition") by Holdings of 100% of the outstanding membership units of Norcraft Companies, L.P. (the "Company") on Subject to the terms set forth in that certain Unit Purchase Agreement, dated as of August 29, 2003, among Holdings' predecessor, the Company's predecessor and the sellers and sellers' representatives named therein (as amended on October 3, 2003, the "UPA")conditions herein contained, the Company and the Co-Issuer propose proposes to issue and sell to UBS Securities LLC Jefferies & Company, Inc. (the "Representative") and Wachovia Capital Markets, LLC (together with the Representative, the "Initial PurchasersPurchaser") $150,000,000 31,000,000 aggregate principal amount of 997/8% Senior Subordinated Secured Notes due 2011 (each a "Note" and, collectively, the "Original Notes"). The Original Notes will be issued pursuant to an indenture dated as of February 1, 2005 (the "Original Indenture" and, as amended by a supplemental indenture dated as of February 1, 2005 (the "First Supplemental Indenture"), the "Existing Indenture" and, as further amended by a supplemental indenture to be executed and dated as of the Closing Date (as defined herein) (the "Second Supplemental Indenture"), the "Indenture"), by and among the Company, the Co-IssuerGuarantors party thereto, the Guarantor (as defined below) applicable, and U.S. The Bank National Associationof New York, as trustee (in such capacity, the "Trustee"). The Company's obligations under the Original Notes will be unconditionally guaranteed ) and collateral agent (the "Guarantee") on an unsecured senior subordinated basis by Norcraft Canada Corporation, a Nova Scotia unlimited liability company that will be contributed to the Company after the date of this Agreement (the "Guarantor" and, together with Holdings, the Company and the Co-Issuerin such capacity, the "IssuersCollateral Agent"; provided, that with respect to any right, obligation or agreement set forth in this Agreement that is to be performed (i) prior to the execution of the Joinder Agreement (as defined below) by the Company and the Guarantor, the term Issuers shall refer only to Holdings and the Co-Issuer and (ii) following the execution of the Joinder Agreement by the Company and the Guarantor, the term Issuers shall refer only to the Company, the Co-Issuer and the Guarantor). All references herein to the Original Notes include the related Guarantee, unless the context otherwise requires. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Indenture. The Original Notes will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the "Act"). The Issuers have prepared a preliminary offering memorandum, dated September 30, 2003 (the "Preliminary Offering Memorandum"), and a final offering memorandum dated October 10, 2003 and available for distribution on or about the date hereof (the "Offering Memorandum") relating to the Issuers and the Original Notes. The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Purchase Agreement (this "Agreement") has been executed and delivered, to resell (the "Exempt Resales") the Original Notes purchased by the Initial Purchasers under this Agreement in private sales exempt from registration under the Act on the terms set forth in the Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchasers reasonably believe to be "qualified institutional buyers," as defined in Rule 144A under the Act ("QIBs"), and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act; the persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the "Eligible Purchasers." Upon issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Act, the Original Notes shall bear the legend relating thereto set forth under "Notice to investors" in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the registration rights set forth in the registration rights agreement (the "Registration Rights Agreement") to be dated the Closing Date in form and substance reasonably satisfactory to the Initial Purchasers and conforming to the description thereof in the Offering Memorandum, for so long as such Original Notes constitute "Registrable Notes" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights AgreementFirst Supplemental Indenture, the Issuers will agree Company assumed the obligations of Edgen Acquisition Corporation, a Nevada corporation that was merged with and into the Company, under the Original Indenture and its 97/8% Senior Secured Notes due 2011 in aggregate principal amount of $105,000,000 issued on February 1, 2005 pursuant to (i) file with the Securities and Exchange Commission Original Indenture (the "Commission") under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement under the Act (the "Exchange Offer Registration Statement") relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), the "Exchange Restricted Existing Notes" and, together with the Original Notesregistered 97/8% Senior Secured Notes due 2011 of like aggregate principal amount, the "Registered Existing Notes," which term includes any guarantee thereof ") that were issued by the Guarantor) Company pursuant to be offered a registered exchange offer in exchange for the Original Restricted Existing Notes (on July 21, 2005, the "Exchange OfferExisting Notes") ). The Notes will constitute the same series of securities as the Existing Notes and issued will be treated as a single class for all purposes under the Indenture or an indenture substantially identical to Indenture. Capitalized terms used, but not defined herein, shall have the Indenture and/or (b) under certain circumstances meanings set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders Description of the Original Notes, and (ii) use reasonable best efforts to cause such Registration Statements to be declared effective. This Agreement, the Original Notes, the Guarantee, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "Note Documents." The Original Notes are being offered and sold by the Company and the Co-Issuer in connection with the consummation section of the Acquisition. In connection with the Acquisition, Final Offering Circular (i) an investor group led by SKM Equity Fund III, L.P. and Trimaran Fund II, L.L.C., will contribute cash to Norcraft Holdings L.P. in return for its limited partnership units; (ii) Xxxx Xxxxxx and his relatives will contribute cash and 100% of the outstanding equity interests of the Guarantor (which shall be the owner of the Winnipeg manufacturing facility described in the Offering Memorandumas hereinafter defined); (iii) certain members of the Company's senior management will exchange a portion of their membership units in the Company for limited partnership units of Norcraft Holdings, L.P. and exchange all or a portion of cash bonuses relating to the Acquisition in consideration for the right to receive additional limited partnership units of Norcraft Holdings L.P.; and (iv) the proceeds received by Norcraft Holdings L.P. from the transactions referred to in the foregoing clauses (i) and (ii) will be used to pay a portion of the consideration for the Acquisition and/or will be contributed to the Company as described in the Offering Memorandum (the transactions referred to in clauses (i) through (iii), the "Equity Financing"). In addition, on the Closing Date the Company will repay all outstanding borrowings under the Company's existing senior secured credit facility (the "Existing Credit Agreement") and enter into a new $70.0 million senior secured credit facility (the "New Credit Agreement") with UBS AG, Stamford Branch, as administrative agent and the lenders party thereto (collectively, the "Refinancing") as described in the Offering Memorandum. The offering of the Original Notes, the Equity Financing, the Refinancing, the Acquisition, the employment of Xxxx Xxxxxx by the Company on the terms set forth in the Offering Memorandum and the payment of fees and expenses relating to the foregoing are collectively referred to as the "Transactions." The Note Documents, the New Credit Agreement and the letters of credit, notes, security documents and other agreements relating thereto and the documents relating to the Acquisition and the Equity Financing are collectively referred to herein as the "Transaction Documents." Simultaneous with the closing of the Transactions, the Company and the Guarantor shall each enter into a joinder agreement (the "Joinder Agreement") to this Agreement, substantially in the form of Exhibit A hereto, pursuant to which each such entity will observe and perform all of the rights, obligations and liabilities of an Issuer as provided in this Agreement as if it were an original signatory hereto. Upon effectiveness of the Joinder Agreement with respect to the Company and the Guarantor, Holdings shall be fully and unconditionally released from all rights, obligations and liabilities hereunder and all such rights, obligations and liabilities shall thereafter be the rights, obligations and liabilities of the Company, the Co-Issuer and the Guarantor.

Issuance of Notes. Upon consummation of the acquisition (the "Acquisition") by Holdings of 100% of the outstanding membership units of Norcraft Companies, L.P. (the "Company") on the terms set forth in that certain Unit Purchase Agreement, dated as of August 29, 2003, among Holdings' predecessor, the Company's predecessor and the sellers and sellers' representatives named therein (as amended on October 3, 2003, the "UPA"), the Company and the Co-Issuer propose XM Escrow proposes to issue and sell to X.X. Xxxxxx Securities Inc. (the “Representative”) and UBS Securities LLC (the "Representative") and Wachovia Capital Markets, LLC Xxxxxx Xxxxxxx & Co. Incorporated (together with the Representative, the "“Initial Purchasers"”) $150,000,000 778,500,000 aggregate principal amount of 913% Senior Subordinated Notes due 2011 2014 (the "Original “Senior Notes"”). The Original Notes Securities (as defined below) will be issued pursuant to an indenture (the "“Indenture"”), to be dated as of the Closing Date (as defined herein), by and among the Companybetween XM Escrow and The Bank of New York, the Co-Issuer, the Guarantor (as defined below) and U.S. Bank National AssociationN.A., as trustee (the "“Trustee"”). The XM Escrow is expected to merge with and into the Company with the Company as the surviving entity (the “Escrow Merger”) immediately prior to the merger contemplated by the Agreement and Plan of Merger, dated as of February 19, 2007, among XM Holdings, Sirius Satellite Radio Inc. (“Sirius”), and Xxxxxx Merger Corporation (as amended or supplemented by any subsequent letter agreement, the “Merger Agreement”), pursuant to which Xxxxxx Merger Corporation shall be merged with and into XM Holdings with XM Holdings as the surviving corporation (the “Sirius Merger,” and, together with the Escrow Merger, the “Mergers”). Upon consummation of the Escrow Merger, the Company will succeed to the obligations of XM Escrow hereunder and under the Note Documents (as defined below). Upon consummation of this offering, the Company and XM Escrow will execute a supplemental indenture to the Indenture in connection therewith (the “Assumption Indenture”). In addition, upon consummation of the Escrow Merger, the Company's ’s obligations under the Original Senior Notes will be be, jointly and severally, unconditionally guaranteed (the "Guarantee") “Guarantees”), on an unsecured a senior subordinated basis basis, by Norcraft Canada CorporationXM Holdings and each of the other guarantors listed on the signature pages hereto (collectively, a Nova Scotia unlimited liability company that will be contributed to the Company after the date of this Agreement (the "Guarantor" and, “Guarantors,” and together with Holdings, the Company and the Co-IssuerXM Escrow, the "“Issuers"; provided”). Upon consummation of this offering, that the Company, XM Escrow and the Guarantors will execute a supplemental indenture to the Indenture in connection with respect the Guarantees (the “Guarantor Indenture” and the Indenture, as amended by the Assumption Indenture and the Guarantor Indenture, the “Post-Merger Indenture”). The Senior Notes and the Guarantees thereof are referred to any rightherein as the “Securities.” Pursuant to this Purchase Agreement (this “Agreement”), obligation or the Indenture and the escrow and security agreement set forth in this Agreement that (the “Escrow Agreement”) among XM Escrow, XM Holdings, The Bank of New York, as trustee and JPMorgan Chase Bank, N.A., as escrow agent (the “Escrow Agent”), XM Escrow is required on the Closing Date to be performed (i) prior direct the Initial Purchasers to deposit into an escrow account (the execution “Escrow Account”) $684,002,633.85 (the aggregate purchase price of the Joinder Agreement (Senior Notes, as defined belowdetermined in accordance with Section 2 hereof, such amount being the “Offering Proceeds”) by the Company and the Guarantor, the term Issuers shall refer only to Holdings and the Co-Issuer and (ii) following deposit or have deposited on its behalf an amount, together with the execution Offering Proceeds, sufficient to redeem the Senior Notes in cash at the redemption price equal to 100.0% of the Joinder Agreement accreted value of the Senior Notes, plus accrued interest to, but not including October 31, 2008) (such amount, together with the Offering Proceeds, the “Initial Escrow Amount”, and together with all proceeds from the investment of the Initial Escrow Amount by the Company and the GuarantorEscrow Agent, the term Issuers shall refer only to the Company, the Co-Issuer and the Guarantor“Escrowed Funds”). All references herein Unless the Initial Escrow Amount is released by the Escrow Agent to the Original Notes include the related Guarantee, unless the context otherwise requires. Capitalized terms used but not otherwise effectuate a Special Redemption (as such term is defined herein shall have the meanings given to such terms in the Indenture. ), the Escrowed Funds shall be released to XM Escrow at one time to be used in the manner described in the Pricing Disclosure Package under the caption “Use of proceeds.” The Original Notes Securities will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the "“Act"”). The Issuers have prepared a preliminary offering memorandum, dated September 30as of July 20, 2003 2008 (the "“Preliminary Offering Memorandum"”), a preliminary offering memorandum supplement dated July 24, 2008 (the “Supplement”) and a pricing supplement thereto dated the date hereof including the information attached hereto as Exhibit B (the “Pricing Supplement”). The Preliminary Offering Memorandum, the Supplement and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after the execution of this Agreement, the Issuers will prepare a final offering memorandum dated October 10, 2003 and available for distribution on or about the date hereof (the "“Final Offering Memorandum") relating ”). Unless stated to the Issuers contrary, any references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to refer to and include any information filed under the Original NotesSecurities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the date hereof and incorporated by reference therein, and any references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to refer to and include any information filed under the Exchange Act subsequent to the date hereof that is incorporated by reference therein. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” (or other references of like import) in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum shall be deemed to mean and include all such financial statements and schedules and other information which are incorporated by reference in the Pricing Disclosure Package or the Final Offering Memorandum, as the case may be. The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Purchase Agreement (this "Agreement") has been executed and delivered, to resell (the "“Exempt Resales"”) the Original Notes purchased by the Initial Purchasers under this Agreement Securities in private sales exempt from registration under the Act on the terms set forth in the Offering Memorandum, as amended or supplementedPricing Disclosure Package, solely to (i) persons whom the Initial Purchasers reasonably believe to be "“qualified institutional buyers," ” (“QIBs”), as defined in Rule 144A under the Act ("QIBs"“Rule 144A”), in accordance with Rule 144A and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act; Act (“Regulation S”) in accordance with Regulations S (the persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the "Eligible Purchasers." Upon issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Act, the Original Notes shall bear the legend relating thereto set forth under "Notice to investors" in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the registration rights set forth in the registration rights agreement (the "Registration Rights Agreement") to be dated the Closing Date in form and substance reasonably satisfactory to the Initial Purchasers and conforming to the description thereof in the Offering Memorandum, for so long as such Original Notes constitute "Registrable Notes" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Issuers will agree to (i) file with the Securities and Exchange Commission (the "Commission") under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement under the Act (the "Exchange Offer Registration Statement") relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), the "Exchange Notes" and, together “Eligible Purchasers”). The Securities are being offered and sold by the Issuers in connection with the Original Notesrefinancing of certain debt obligations of the Issuers, as described in the "Notes," which term includes any guarantee thereof by Pricing Disclosure Package under the Guarantor) to be offered in exchange for the Original Notes caption “Summary—Refinancing transactions” (the "Exchange Offer") and issued under the Indenture or an indenture substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders of the Original Notes, and (ii) use reasonable best efforts to cause such Registration Statements to be declared effective“Refinancing Transactions”). This Agreement, the Original Senior Notes, the GuaranteeGuarantees, the Indenture, the Post-Merger Indenture and the Registration Rights Escrow Agreement are hereinafter sometimes referred to collectively as the "“Note Documents." ” The Original Notes are being offered issuance and sold by sale of the Company Securities, the Refinancing Transactions and the Co-Issuer in connection with the consummation of the Acquisition. In connection with the Acquisition, (i) an investor group led by SKM Equity Fund III, L.P. and Trimaran Fund II, L.L.C., will contribute cash to Norcraft Holdings L.P. in return for its limited partnership units; (ii) Xxxx Xxxxxx and his relatives will contribute cash and 100% of the outstanding equity interests of the Guarantor (which shall be the owner of the Winnipeg manufacturing facility described in the Offering Memorandum); (iii) certain members of the Company's senior management will exchange a portion of their membership units in the Company for limited partnership units of Norcraft Holdings, L.P. and exchange all or a portion of cash bonuses relating to the Acquisition in consideration for the right to receive additional limited partnership units of Norcraft Holdings L.P.; and (iv) the proceeds received by Norcraft Holdings L.P. from the transactions referred to in the foregoing clauses (i) and (ii) will be used to pay a portion of the consideration for the Acquisition and/or will be contributed to the Company as described in the Offering Memorandum (the transactions referred to in clauses (i) through (iii), the "Equity Financing"). In addition, on the Closing Date the Company will repay all outstanding borrowings under the Company's existing senior secured credit facility (the "Existing Credit Agreement") and enter into a new $70.0 million senior secured credit facility (the "New Credit Agreement") with UBS AG, Stamford Branch, as administrative agent and the lenders party thereto (collectively, the "Refinancing") as described in the Offering Memorandum. The offering of the Original Notes, the Equity Financing, the Refinancing, the Acquisition, the employment of Xxxx Xxxxxx by the Company on the terms set forth in the Offering Memorandum and the payment of fees and expenses relating to the foregoing Mergers are collectively referred to as the "“Transactions." The Note Documents, the New Credit Agreement and the letters of credit, notes, security documents and other agreements relating thereto and the documents relating to the Acquisition and the Equity Financing are collectively referred to herein as the "Transaction Documents." Simultaneous with the closing of the Transactions, the Company and the Guarantor shall each enter into a joinder agreement (the "Joinder Agreement") to this Agreement, substantially in the form of Exhibit A hereto, pursuant to which each such entity will observe and perform all of the rights, obligations and liabilities of an Issuer as provided in this Agreement as if it were an original signatory hereto. Upon effectiveness of the Joinder Agreement with respect to the Company and the Guarantor, Holdings shall be fully and unconditionally released from all rights, obligations and liabilities hereunder and all such rights, obligations and liabilities shall thereafter be the rights, obligations and liabilities of the Company, the Co-Issuer and the Guarantor.”

Issuance of Notes. Upon consummation of the acquisition (the "Acquisition") by Holdings of 100% of the outstanding membership units of Norcraft Companies, L.P. (the "Company") on Subject to the terms set forth in that certain Unit Purchase Agreement, dated as of August 29, 2003, among Holdings' predecessor, the Company's predecessor and the sellers and sellers' representatives named therein (as amended on October 3, 2003, the "UPA")conditions herein contained, the Company and the Co-Issuer propose proposes to issue and sell to UBS Securities LLC Xxxxxxxxx & Company, Inc. (the "Representative") and Wachovia Capital Markets, LLC (together with the Representative, the "“Initial Purchasers"Purchaser”) $150,000,000 172,000,000 aggregate principal amount at maturity of 9% 11¼% Senior Subordinated Secured Notes due 2011 (each a “Note” and, collectively, the "Original “Notes"”). The Original Notes will be issued pursuant to an indenture (the "“Indenture"”), to be dated the Closing Date (as defined herein)of June 20, 2005, by and among the Company, the Co-Issuer, the Guarantor (as defined below) Guarantors party thereto and U.S. The Bank National Associationof New York, as trustee (the "“Trustee"”). The Company's obligations under the Original Notes will be unconditionally guaranteed (the "Guarantee") on an unsecured senior subordinated basis by Norcraft Canada Corporation, a Nova Scotia unlimited liability company that will be contributed Pursuant to the Company after the date of this Agreement (the "Guarantor" and, together with Holdings, the Company and the Co-Issuer, the "Issuers"; provided, that with respect to any right, obligation or agreement set forth in this Agreement that is to be performed (i) prior to the execution terms of the Joinder Redemption Agreement (as defined below) by the Company and the Guarantor, the term Issuers shall refer only to Holdings and the Co-Issuer and (ii) following the execution of the Joinder Agreement by the Company and the Guarantor, the term Issuers shall refer only to the Company, the Co-Issuer and the Guarantor). All references herein to the Original Notes include the related Guarantee, unless the context otherwise requires. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Indenture. The Original Notes will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the "Act"). The Issuers have prepared a preliminary offering memorandum, dated September 30, 2003 (the "Preliminary Offering Memorandum"), and a final offering memorandum dated October 10, 2003 and available for distribution on or about the date hereof (the "Offering Memorandum") relating to the Issuers and the Original Notes. The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Purchase Agreement (this "Agreement") has been executed and delivered, to resell (the "Exempt Resales") the Original Notes purchased by the Initial Purchasers under this Agreement in private sales exempt from registration under the Act on the terms set forth in the Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchasers reasonably believe to be "qualified institutional buyers," as defined in Rule 144A under the Act ("QIBs"), and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act; the persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the "Eligible Purchasers." Upon issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Act, the Original Notes shall bear the legend relating thereto set forth under "Notice to investors" in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the registration rights set forth in the registration rights agreement (the "Registration Rights Agreement") to be dated the Closing Date in form and substance reasonably satisfactory to the Initial Purchasers and conforming to the description thereof in the Offering Memorandum, for so long as such Original Notes constitute "Registrable Notes" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Issuers will agree to (i) file with the Securities and Exchange Commission (the "Commission") under the circumstances set forth in the Registration Rights “Redemption Agreement, (a) a registration statement under the Act (the "Exchange Offer Registration Statement") relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement”), the "Exchange Notes" and, together with the Original Notes, the "Notes," which term includes any guarantee thereof by the Guarantor) to be offered in exchange for the Original Notes (the "Exchange Offer") and issued under the Indenture or an indenture substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders proceeds of the Original Notes, and (ii) use reasonable best efforts to cause such Registration Statements to be declared effective. This Agreement, the Original Notes, the Guarantee, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "Note Documents." The Original Notes are being offered and sold by the Company and the Co-Issuer in connection with the consummation of the Acquisition. In connection with the Acquisition, (i) an investor group led by SKM Equity Fund III, L.P. and Trimaran Fund II, L.L.C., will contribute cash to Norcraft Holdings L.P. in return for its limited partnership units; (ii) Xxxx Xxxxxx and his relatives will contribute cash and 100% of the outstanding equity interests of the Guarantor (which shall be the owner of the Winnipeg manufacturing facility described in the Offering Memorandum); (iii) certain members of the Company's senior management will exchange a portion of their membership units in the Company for limited partnership units of Norcraft Holdings, L.P. and exchange all or a portion of cash bonuses relating to the Acquisition in consideration for the right to receive additional limited partnership units of Norcraft Holdings L.P.; and (iv) the proceeds received by Norcraft Holdings L.P. from the transactions referred to in the foregoing clauses (i) and (ii) will be used to pay redeem a portion of the consideration for Company’s outstanding common equity interests (the “Redemption”) held by Rafaella Sportswear, Inc., the predecessor of the Company (the “Predecessor”), as described under the section of the Final Offering Circular (as defined below) entitled “The Acquisition and/or will Transactions.” Immediately prior to the issuance of the Notes and consummation of the Redemption, the Predecessor shall, pursuant to the Contribution Agreement to be contributed dated the Closing Date (the “Contribution Agreement”), contribute substantially all its assets, subject to certain liabilities, to the Company as described in the Offering Memorandum (the transactions referred “Asset Contribution”) and Cerberus Capital Management, L.P. shall, pursuant to in clauses (i) through (iii)the Securities Purchase Agreement, dated April 15, 2005, as amended by Amendment No. 1 to the "Equity Financing"). In additionSecurities Purchase Agreement, on the Closing Date the Company will repay all outstanding borrowings under the Company's existing senior secured credit facility dated May 27, 2005 (the "Existing Credit “Securities Purchase Agreement") and enter into a new $70.0 million senior secured credit facility (,” the "New Credit Agreement") with UBS AG, Stamford Branch, as administrative agent Redemption Agreement and the lenders party thereto (collectively, the "Refinancing") as described in the Offering Memorandum. The offering of the Original Notes, the Equity Financing, the Refinancing, the Acquisition, the employment of Xxxx Xxxxxx by the Company on the terms set forth in the Offering Memorandum and the payment of fees and expenses relating to the foregoing Contribution Agreement are collectively referred to as the "Transactions." The Note “Acquisition Documents”), the New Credit Agreement and the letters of credit, notes, security documents and other agreements relating thereto and the documents relating to the Acquisition and the Equity Financing are collectively referred to herein as the "Transaction Documents." Simultaneous with the closing of the Transactions, the Company and the Guarantor shall each enter into a joinder agreement (the "Joinder Agreement") to this Agreement, substantially in the form of Exhibit A hereto, pursuant to which each such entity will observe and perform all of the rights, obligations and liabilities of an Issuer as provided in this Agreement as if it were an original signatory hereto. Upon effectiveness of the Joinder Agreement with respect contribute $40 million to the Company and in exchange for convertible preferred equity interests in the GuarantorCompany (the “Equity Investment”). Capitalized terms used, Holdings but not defined herein, shall be fully and unconditionally released from all rights, obligations and liabilities hereunder and all such rights, obligations and liabilities shall thereafter be have the rights, obligations and liabilities meanings set forth in the “Description of the Company, Notes” section of the Co-Issuer and Final Offering Circular (as hereinafter defined). References to the Guarantor“Transactions” shall have the meaning set forth in the section of the Final Offering Circular (as defined below) entitled “Offering Circular Summary—The Acquisition Transactions.”

Issuance of Notes. Upon consummation Subject to the terms and conditions herein contained, the Company proposes to issue and sell to Xxxxxxxxx & Company, Inc. (the "Initial Purchaser") $105,000,000 aggregate principal amount of 9% Senior Secured Notes due 2011 (the "Notes"). The Notes will be issued pursuant to the Indenture, dated as of November 30, 2004, among the Company, the subsidiary guarantors named therein and The Bank of New York Trust Company, N.A., as trustee (the "Trustee") as supplemented by the First Supplemental Indenture dated February 7, 2006, the Second Supplemental Indenture dated February 8, 2006, the Third Supplemental Indenture dated April 24, 2006 and the Fifth Supplemental Indenture, dated April 5, 2007 (the "Indenture"). On November 30, 2004, the Company issued $165,000,000 aggregate principal amount of 9% Senior Secured Notes due 2011 (the "Existing Notes") pursuant to the Indenture. Capitalized terms used, but not defined herein, shall have the meanings set forth in the "Description of the Notes" section of the Final Offering Circular (as hereinafter defined). The proceeds of the Notes, along with cash on hand and funds from the Company's senior revolving credit facility, will be used to finance the acquisition (the "Acquisition") by Holdings of 100% all of the outstanding membership units share capital of Norcraft CompaniesXX Xxxx'x Corporation ("XX Xxxx'x"), L.P. as described under "The XX Xxxx'x Acquisition and Related Transactions" section of the Offering Circular (as defined below). In connection with the Acquisition, the Company, through its affiliates, has made a tender offer (the "CompanyTender Offer") on for all of the terms set forth outstanding shares of XX Xxxx'x and, in the event that certain Unit Purchase Agreementless than all of the outstanding shares of XX Xxxx'x are tendered, dated as will acquire all of August 29, 2003, among Holdings' predecessor, the Company's predecessor and the sellers and sellers' representatives named therein (as amended on October 3, 2003, the outstanding shares of XX Xxxx'x pursuant to a statutory "UPA"), the Company and the Coshort-Issuer propose to issue and sell to UBS Securities LLC form" merger (the "Representative") and Wachovia Capital Markets, LLC (together with the Representative, the "Initial Purchasers") $150,000,000 aggregate principal amount of 9% Senior Subordinated Notes due 2011 (the "Original NotesBack-end Merger"). The Original Notes will be issued pursuant to an indenture (the "Indenture"), to be dated the Closing Date (as defined herein), by and among the Company, the Co-Issuer, the Guarantor Offering (as defined below) and U.S. Bank National Association, as trustee (is conditioned upon the "Trustee")consummation of the Tender Offer. The Company's obligations under the Original Notes will be unconditionally guaranteed (the "Guarantee") on an unsecured senior subordinated basis by Norcraft Canada Corporation, a Nova Scotia unlimited liability company that will be contributed to the Company after the date of this Agreement (the "Guarantor" and, together with Holdings, the Company and the Co-Issuer, the "Issuers"; provided, that with respect to any right, obligation or agreement set forth in this Agreement that is to be performed (i) prior to the execution of the Joinder Agreement (as defined below) by the Company and the Guarantor, the term Issuers shall refer only to Holdings and the Co-Issuer and (ii) following the execution of the Joinder Agreement by the Company and the Guarantor, the term Issuers shall refer only to the Company, the Co-Issuer and the Guarantor). All references herein to the Original Notes include the related Guarantee, unless the context otherwise requires. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Indenture. The Original Notes will be offered and sold to the Initial Purchasers Purchaser pursuant to an exemption exemptions from the registration requirements under the Securities Act of 1933, as amended (the "Act"). The Issuers have prepared a preliminary offering memorandumUpon original issuance thereof, dated September 30, 2003 (the "Preliminary Offering Memorandum"), and a final offering memorandum dated October 10, 2003 and available for distribution on or about the date hereof (the "Offering Memorandum") relating to the Issuers and the Original Notes. The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Purchase Agreement (this "Agreement") has been executed and delivered, to resell (the "Exempt Resales") the Original Notes purchased by the Initial Purchasers under this Agreement in private sales exempt from registration under the Act on the terms set forth in the Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchasers reasonably believe to be "qualified institutional buyers," as defined in Rule 144A under the Act ("QIBs"), and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act; the persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the "Eligible Purchasers." Upon issuance of the Original Notes and until such time as the same is are no longer required under the applicable requirements of the Act, the Original Notes shall bear the legend relating thereto legends set forth under the "Notice to investorsInvestors" in the Offering Memorandum. Holders (including subsequent transferees) section of the Original Notes will have the registration rights set forth in the registration rights agreement (the "Registration Rights Agreement") to be dated the Closing Date in form and substance reasonably satisfactory to the Initial Purchasers and conforming to the description thereof in the Offering Memorandum, for so long as such Original Notes constitute "Registrable Notes" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Issuers will agree to (i) file with the Securities and Exchange Commission (the "Commission") under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement under the Act (the "Exchange Offer Registration Statement") relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), the "Exchange Notes" and, together with the Original Notes, the "Notes," which term includes any guarantee thereof by the Guarantor) to be offered in exchange for the Original Notes (the "Exchange Offer") and issued under the Indenture or an indenture substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders of the Original Notes, and (ii) use reasonable best efforts to cause such Registration Statements to be declared effective. This Agreement, the Original Notes, the Guarantee, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "Note Documents." The Original Notes are being offered and sold by the Company and the Co-Issuer in connection with the consummation of the Acquisition. In connection with the Acquisition, (i) an investor group led by SKM Equity Fund III, L.P. and Trimaran Fund II, L.L.C., will contribute cash to Norcraft Holdings L.P. in return for its limited partnership units; (ii) Xxxx Xxxxxx and his relatives will contribute cash and 100% of the outstanding equity interests of the Guarantor (which shall be the owner of the Winnipeg manufacturing facility described in the Offering Memorandum); (iii) certain members of the Company's senior management will exchange a portion of their membership units in the Company for limited partnership units of Norcraft Holdings, L.P. and exchange all or a portion of cash bonuses relating to the Acquisition in consideration for the right to receive additional limited partnership units of Norcraft Holdings L.P.; and (iv) the proceeds received by Norcraft Holdings L.P. from the transactions referred to in the foregoing clauses (i) and (ii) will be used to pay a portion of the consideration for the Acquisition and/or will be contributed to the Company as described in the Offering Memorandum (the transactions referred to in clauses (i) through (iii), the "Equity Financing"). In addition, on the Closing Date the Company will repay all outstanding borrowings under the Company's existing senior secured credit facility (the "Existing Credit Agreement") and enter into a new $70.0 million senior secured credit facility (the "New Credit Agreement") with UBS AG, Stamford Branch, as administrative agent and the lenders party thereto (collectively, the "Refinancing") as described in the Offering Memorandum. The offering of the Original Notes, the Equity Financing, the Refinancing, the Acquisition, the employment of Xxxx Xxxxxx by the Company on the terms set forth in the Offering Memorandum and the payment of fees and expenses relating to the foregoing are collectively referred to as the "Transactions." The Note Documents, the New Credit Agreement and the letters of credit, notes, security documents and other agreements relating thereto and the documents relating to the Acquisition and the Equity Financing are collectively referred to herein as the "Transaction Documents." Simultaneous with the closing of the Transactions, the Company and the Guarantor shall each enter into a joinder agreement (the "Joinder Agreement") to this Agreement, substantially in the form of Exhibit A hereto, pursuant to which each such entity will observe and perform all of the rights, obligations and liabilities of an Issuer as provided in this Agreement as if it were an original signatory hereto. Upon effectiveness of the Joinder Agreement with respect to the Company and the Guarantor, Holdings shall be fully and unconditionally released from all rights, obligations and liabilities hereunder and all such rights, obligations and liabilities shall thereafter be the rights, obligations and liabilities of the Company, the Co-Issuer and the Guarantor.final

Issuance of Notes. Upon consummation of the acquisition (the "Acquisition") by Holdings of 100% of the outstanding membership units of Norcraft Companies, L.P. (the "Company") on Subject to the terms set forth in that certain Unit Purchase Agreement, dated as of August 29, 2003, among Holdings' predecessor, the Company's predecessor and the sellers and sellers' representatives named therein (as amended on October 3, 2003, the "UPA")conditions herein contained, the Company and the Co-Issuer propose proposes to issue and sell to UBS Securities Xxxxxxxxx LLC (the "Representative") and Wachovia Capital Markets, LLC (together with the Representative, the "“Initial Purchasers"Purchaser”) $150,000,000 500,000,000 in aggregate principal amount of 96.875% Senior Subordinated Secured Notes due 2011 2020 (each a “Note” and, collectively, the "Original “Notes"”). The Original Notes will be issued pursuant to an indenture (the "“Indenture"”), to be dated the Closing Date (as defined herein)of March 13, 2015, by and among the Company, the Co-Issuer, the Guarantor (as defined below) Guarantors party thereto and U.S. The Bank National Associationof New York Mellon, as trustee (the "“Trustee"”). The Company's obligations under the Original Notes will be unconditionally guaranteed (the "Guarantee") on an unsecured senior subordinated basis by Norcraft Canada Corporation, a Nova Scotia unlimited liability company that will be contributed to the Company after the date of this Agreement (the "Guarantor" and, together with Holdings, the Company and the Co-Issuer, the "Issuers"; provided, that with respect to any right, obligation or agreement set forth in this Agreement that is to be performed (i) prior to the execution of the Joinder Agreement (as defined below) by the Company and the Guarantor, the term Issuers shall refer only to Holdings and the Co-Issuer and (ii) following the execution of the Joinder Agreement by the Company and the Guarantor, the term Issuers shall refer only to the Company, the Co-Issuer and the Guarantor). All references herein to the Original Notes include the related Guarantee, unless the context otherwise requires. Capitalized terms used used, but not otherwise defined herein herein, shall have the meanings given to such terms set forth in the Indenture“Description of the Notes” section of the Final Offering Memorandum (as hereinafter defined). The Original Notes will be offered and sold to the Initial Purchasers Purchaser pursuant to an exemption from the registration requirements under of the Securities Act of 1933, as amended amended, and the rules and regulations of the Securities and Exchange Commission (the "“SEC”) thereunder (collectively, the “Securities Act"”). The Issuers have prepared a preliminary offering memorandumUpon original issuance thereof, dated September 30, 2003 (the "Preliminary Offering Memorandum"), and a final offering memorandum dated October 10, 2003 and available for distribution on or about the date hereof (the "Offering Memorandum") relating to the Issuers and the Original Notes. The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Purchase Agreement (this "Agreement") has been executed and delivered, to resell (the "Exempt Resales") the Original Notes purchased by the Initial Purchasers under this Agreement in private sales exempt from registration under the Act on the terms set forth in the Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchasers reasonably believe to be "qualified institutional buyers," as defined in Rule 144A under the Act ("QIBs"), and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act; the persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the "Eligible Purchasers." Upon issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Original Notes shall bear the legend relating thereto set forth under "Notice to investors" in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the registration rights legends set forth in the registration rights agreement final offering memorandum, dated the date hereof (the "Registration Rights Agreement"“Final Offering Memorandum”). The Company has prepared a preliminary offering memorandum, dated March 2, 2015 (the “Preliminary Offering Memorandum”), (ii) to be a pricing term sheet, dated the Closing Date in form date hereof, attached hereto as Schedule I, which includes pricing terms and substance reasonably satisfactory other information with respect to the Initial Purchasers and conforming to the description thereof in the Offering Memorandum, for so long as such Original Notes constitute "Registrable Notes" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Issuers will agree to (i) file with the Securities and Exchange Commission (the "Commission") under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement under the Act (the "Exchange Offer Registration Statement") relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), the "Exchange Notes" and, together with the Original Notes, the "Notes," which term includes any guarantee thereof by the Guarantor) to be offered in exchange for the Original Notes (the "Exchange Offer"“Pricing Supplement”) and issued under will be used by the Indenture or an indenture substantially identical Initial Purchaser in connection with its solicitations of offers to purchase the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders of the Original Notes, and (iiiii) use reasonable best efforts the Final Offering Memorandum, in each case, relating to cause such Registration Statements the offer and sale of the Notes (the “Offering”). All references in this Agreement to be declared effective. This Agreementthe Preliminary Offering Memorandum, the Original NotesTime of Sale Document (as defined herein), the GuaranteeFinal Offering Memorandum or Company Additional Written Communication (as defined herein) include, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "Note Documents." The Original Notes are being offered and sold by the Company and the Co-Issuer in connection with the consummation of the Acquisition. In connection with the Acquisitionunless expressly stated otherwise, (i) an investor group led by SKM Equity Fund IIIall amendments or supplements thereto, L.P. and Trimaran Fund II, L.L.C., will contribute cash to Norcraft Holdings L.P. in return for its limited partnership units; (ii) Xxxx Xxxxxx all documents, financial statements and his relatives will contribute cash schedules and 100% other information contained, incorporated by reference or deemed incorporated by reference therein (and references in this Agreement to such information being “contained,” “included” or “stated” (and other references of like import) in the outstanding equity interests Preliminary Offering Memorandum, the Time of Sale Document, the Guarantor (which Final Offering Memorandum or Company Additional Written Communication shall be the owner of the Winnipeg manufacturing facility described in the Offering Memorandum); deemed to mean all such information contained, incorporated by reference or deemed incorporated by reference therein) and (iii) certain members any offering memorandum “wrapper” to be used in connection with offers to sell, solicitations of offers to buy or sales of the Company's senior management will exchange a portion of their membership units Notes in the Company for limited partnership units of Norcraft Holdings, L.P. and exchange all or a portion of cash bonuses relating to the Acquisition in consideration for the right to receive additional limited partnership units of Norcraft Holdings L.P.; and (iv) the proceeds received by Norcraft Holdings L.P. from the transactions referred to in the foregoing clauses (i) and (ii) will be used to pay a portion of the consideration for the Acquisition and/or will be contributed to the Company as described in the Offering Memorandum (the transactions referred to in clauses (i) through (iii), the "Equity Financing"). In addition, on the Closing Date the Company will repay all outstanding borrowings under the Company's existing senior secured credit facility (the "Existing Credit Agreement") and enter into a new $70.0 million senior secured credit facility (the "New Credit Agreement") with UBS AG, Stamford Branch, as administrative agent and the lenders party thereto (collectively, the "Refinancing") as described in the Offering Memorandumnon-U.S. jurisdictions. The offering of the Original Notes, the Equity Financing, the Refinancing, the Acquisition, the employment of Xxxx Xxxxxx by the Company on the terms set forth in the Preliminary Offering Memorandum and the payment of fees and expenses relating to the foregoing are collectively referred to as the "Transactions." The Note Documents, the New Credit Agreement and the letters of credit, notes, security documents and other agreements relating thereto and the documents relating to the Acquisition and the Equity Financing Pricing Supplement are collectively referred to herein as the "Transaction Documents“Time of Sale Document." Simultaneous with the closing of the Transactions, the Company and the Guarantor shall each enter into a joinder agreement (the "Joinder Agreement") to this Agreement, substantially in the form of Exhibit A hereto, pursuant to which each such entity will observe and perform all of the rights, obligations and liabilities of an Issuer as provided in this Agreement as if it were an original signatory hereto. Upon effectiveness of the Joinder Agreement with respect to the Company and the Guarantor, Holdings shall be fully and unconditionally released from all rights, obligations and liabilities hereunder and all such rights, obligations and liabilities shall thereafter be the rights, obligations and liabilities of the Company, the Co-Issuer and the Guarantor.”

Issuance of Notes. Upon consummation of the acquisition (the "Acquisition") by Holdings of 100% of the outstanding membership units of Norcraft Companies, L.P. (the "Company") on Subject to the terms set forth in that certain Unit Purchase Agreement, dated as of August 29, 2003, among Holdings' predecessor, the Company's predecessor and the sellers and sellers' representatives named therein (as amended on October 3, 2003, the "UPA")conditions herein contained, the Company and the Co-Issuer propose proposes to issue and sell to UBS Securities LLC Xxxxxxxxx & Company, Inc. (the "Representative") and Wachovia Capital Markets, LLC (together with the Representative, the "Initial Purchasers"“Underwriter”) $150,000,000 48,000,000 aggregate principal amount at maturity of 983/8% Senior Subordinated Second Secured Notes due 2011 2010 (each a “Note” and, collectively, the "Original “Notes"”). The Original Notes will be issued pursuant to an indenture (the "“Original Indenture"”), dated as of March 17, 2004, by and among the Company, the Guarantors and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”), as supplemented and amended by supplemental indentures dated as of November 29, 2004, December 31, 2004 and January 20, 2005 (such supplemental indentures collectively, the “Existing Supplemental Indentures” and together with the Original Indenture, the “Existing Indenture”). Concurrently with the sale of the Notes, the Company, the Guarantors and the Trustee will execute a supplemental indenture dated as of the Closing Date (the “Supplemental Indenture” and, together with the Existing Indenture (as may be further supplemented or amended on or prior to be dated the Closing Date (as defined herein), by and among the Company), the Co-Issuer, the Guarantor (as defined below) and U.S. Bank National Association, as trustee (the "Trustee"“Indenture”). The Company's obligations under the Original Notes will be unconditionally guaranteed (the "Guarantee") on an unsecured senior subordinated basis by Norcraft Canada Corporation, a Nova Scotia unlimited liability company that will be contributed to the Company after the date of this Agreement (the "Guarantor" and, together with Holdings, the Company and the Co-Issuer, the "Issuers"; provided, that with respect to any right, obligation or agreement set forth in this Agreement that is to be performed (i) prior to the execution of the Joinder Agreement (as defined below) by the Company and the Guarantor, the term Issuers shall refer only to Holdings and the Co-Issuer and (ii) following the execution of the Joinder Agreement by the Company and the Guarantor, the term Issuers shall refer only to the Company, the Co-Issuer and the Guarantor). All references herein to the Original Notes include the related Guarantee, unless the context otherwise requires. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms set forth in the Indenture. The Original Notes will be offered and sold Pursuant to the Initial Purchasers pursuant to an exemption from Original Indenture, the registration requirements under the Securities Act of 1933, as amended (the "Act"). The Issuers have prepared a preliminary offering memorandum, dated September 30, 2003 (the "Preliminary Offering Memorandum"), and a final offering memorandum dated October 10, 2003 and available for distribution on or about the date hereof (the "Offering Memorandum") relating to the Issuers and the Original Notes. The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Purchase Agreement (this "Agreement") has been executed and delivered, to resell (the "Exempt Resales") the Original Notes purchased by the Initial Purchasers under this Agreement in private sales exempt from registration under the Act on the terms set forth in the Offering Memorandum, as amended or supplemented, solely to Company (i) persons whom issued on March 17, 2004, $100,000,000 aggregate principal amount at maturity of 8 3/8% senior second secured notes due 2010 (the Initial Purchasers reasonably believe to be "qualified institutional buyers," as defined in Rule 144A under the Act ("QIBs"), and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act; the persons specified in clauses (i“Original Restricted Notes”) and (ii) are sometimes collectively referred issued in June 2004, $100,000,000 aggregate principal amount at maturity of registered senior second secured notes due 2010 (the “Original Registered Notes”) pursuant to herein as the "Eligible Purchasers." Upon issuance of a registered exchange offer for the Original Notes and until such time as the same is no longer required under the applicable requirements of the Act, the Original Notes shall bear the legend relating thereto set forth under "Notice to investors" in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the registration rights set forth in the registration rights agreement (the "Registration Rights Agreement") to be dated the Closing Date in form and substance reasonably satisfactory to the Initial Purchasers and conforming to the description thereof in the Offering Memorandum, for so long as such Original Notes constitute "Registrable Restricted Notes" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights AgreementOriginal Indenture and any Existing Supplemental Indentures then in effect, the Issuers will agree to Company (i) file with the Securities and Exchange Commission issued on November 29, 2004, $65,000,000 aggregate principal amount at maturity of 8 3/8% senior second secured notes due 2010 (the "Commission") under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement under the Act (the "Exchange Offer Registration Statement") relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), the "Exchange “Supplemental Restricted Notes" and, together with the Original Notes, the "Notes," which term includes any guarantee thereof by the Guarantor) to be offered in exchange for the Original Notes (the "Exchange Offer") and issued under the Indenture or an indenture substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders of the Original Notes, and (ii) use reasonable best efforts to cause such Registration Statements to be declared effective. This Agreement, the Original Notes, the Guarantee, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "Note Documents." The Original Notes are being offered and sold by the Company and the Co-Issuer in connection with the consummation of the Acquisition. In connection with the Acquisition, (i) an investor group led by SKM Equity Fund III, L.P. and Trimaran Fund II, L.L.C., will contribute cash to Norcraft Holdings L.P. in return for its limited partnership units; (ii) Xxxx Xxxxxx and his relatives will contribute cash and 100% of the outstanding equity interests of the Guarantor (which shall be the owner of the Winnipeg manufacturing facility described in the Offering Memorandum); (iii) certain members of the Company's senior management will exchange a portion of their membership units in the Company for limited partnership units of Norcraft Holdings, L.P. and exchange all or a portion of cash bonuses relating to the Acquisition in consideration for the right to receive additional limited partnership units of Norcraft Holdings L.P.; and (iv) the proceeds received by Norcraft Holdings L.P. from the transactions referred to in the foregoing clauses (i”) and (ii) will be used issued in March 2005, $65,000,000 aggregate principal amount at maturity of registered senior second secured notes due 2010 (the “Supplemental Registered Notes”) pursuant to pay a portion of the consideration registered exchange offer for the Acquisition and/or will be contributed to Supplemental Restricted Notes. The Original Registered Notes and the Company as described in the Offering Memorandum (the transactions Supplemental Registered Notes are referred to in clauses (i) through (iii), the "Equity Financing"). In addition, on the Closing Date the Company will repay all outstanding borrowings under the Company's existing senior secured credit facility (the "Existing Credit Agreement") and enter into a new $70.0 million senior secured credit facility (the "New Credit Agreement") with UBS AG, Stamford Branch, as administrative agent and the lenders party thereto (collectively, the "Refinancing") as described in the Offering Memorandum. The offering of the Original Notes, the Equity Financing, the Refinancing, the Acquisition, the employment of Xxxx Xxxxxx by the Company on the terms set forth in the Offering Memorandum and the payment of fees and expenses relating to the foregoing are collectively referred to as the "Transactions." The Note Documents, the New Credit Agreement and the letters of credit, notes, security documents and other agreements relating thereto and the documents relating to the Acquisition and the Equity Financing are collectively referred to herein as the "Transaction Documents“Existing Notes." Simultaneous with the closing of the Transactions, the Company and the Guarantor shall each enter into a joinder agreement (the "Joinder Agreement") to this Agreement, substantially in the form of Exhibit A hereto, pursuant to which each such entity will observe and perform all of the rights, obligations and liabilities of an Issuer as provided in this Agreement as if it were an original signatory hereto. Upon effectiveness of the Joinder Agreement with respect to the Company and the Guarantor, Holdings shall be fully and unconditionally released from all rights, obligations and liabilities hereunder and all such rights, obligations and liabilities shall thereafter be the rights, obligations and liabilities of the Company, the Co-Issuer and the Guarantor.”

Issuance of Notes. Upon consummation of the acquisition (the "Acquisition") by Holdings of 100% of the outstanding membership units of Norcraft Companies, L.P. (the "Company") on Subject to the terms set forth in that certain Unit Purchase Agreement, dated as of August 29, 2003, among Holdings' predecessor, the Company's predecessor and the sellers and sellers' representatives named therein (as amended on October 3, 2003, the "UPA")conditions herein contained, the Company and the Co-Issuer propose proposes to issue and sell to UBS Securities Xxxxxxxxx LLC and the initial purchasers listed in Schedule I hereto (the "Representative") and Wachovia Capital Markets, LLC (together with the Representativecollectively, the "“Initial Purchasers") ”), for whom Xxxxxxxxx LLC is acting as representative (in such capacity, the “Representative”), $150,000,000 250,000,000 in aggregate principal amount of 98.500% Senior Subordinated Notes due 2011 2024 (each a “Note” and, collectively, the "Original “Notes"”). The Original Notes will be issued pursuant to an indenture (the "“Indenture"”), to be dated the Closing Date (as defined herein)of September 1, 2017, by and among the Company, the Co-IssuerGuarantors party thereto and Computershare Trust Company, the Guarantor (as defined below) and U.S. Bank National AssociationN.A., as trustee (the "“Trustee"”). The Company's obligations under the Original Notes will be unconditionally guaranteed (the "Guarantee") on an unsecured senior subordinated basis by Norcraft Canada Corporation, a Nova Scotia unlimited liability company that will be contributed to the Company after the date of this Agreement (the "Guarantor" and, together with Holdings, the Company and the Co-Issuer, the "Issuers"; provided, that with respect to any right, obligation or agreement set forth in this Agreement that is to be performed (i) prior to the execution of the Joinder Agreement (as defined below) by the Company and the Guarantor, the term Issuers shall refer only to Holdings and the Co-Issuer and (ii) following the execution of the Joinder Agreement by the Company and the Guarantor, the term Issuers shall refer only to the Company, the Co-Issuer and the Guarantor). All references herein to the Original Notes include the related Guarantee, unless the context otherwise requires. Capitalized terms used used, but not otherwise defined herein herein, shall have the meanings given to such terms set forth in the Indenture“Description of Notes” section of the Final Offering Memorandum (as hereinafter defined). The Original Notes Securities (as hereinafter defined) will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under of the Securities Act of 1933, as amended amended, and the rules and regulations of the Securities and Exchange Commission (the "“SEC”) thereunder (collectively, the “Securities Act"”). The Issuers have prepared a preliminary offering memorandumUpon original issuance thereof, dated September 30, 2003 (the "Preliminary Offering Memorandum"), and a final offering memorandum dated October 10, 2003 and available for distribution on or about the date hereof (the "Offering Memorandum") relating to the Issuers and the Original Notes. The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Purchase Agreement (this "Agreement") has been executed and delivered, to resell (the "Exempt Resales") the Original Notes purchased by the Initial Purchasers under this Agreement in private sales exempt from registration under the Act on the terms set forth in the Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchasers reasonably believe to be "qualified institutional buyers," as defined in Rule 144A under the Act ("QIBs"), and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act; the persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the "Eligible Purchasers." Upon issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Original Notes Securities shall bear the legend relating thereto set forth under "Notice to investors" in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the registration rights legends set forth in the registration rights agreement final offering memorandum, dated the date hereof (the "Registration Rights Agreement"“Final Offering Memorandum”). The Company has prepared a preliminary offering memorandum, dated August 14, 2017 (the “Preliminary Offering Memorandum”), (ii) to be a pricing term sheet, dated the Closing Date in form date hereof, attached hereto as Schedule II, which includes pricing terms and substance reasonably satisfactory other information with respect to the Initial Purchasers Securities (the “Pricing Supplement”), and conforming to (iii) the description thereof in the Final Offering Memorandum, for so long as such Original Notes constitute "Registrable Notes" in each case, relating to the offer and sale of the Securities (the “Offering”). All references in this Agreement to the Preliminary Offering Memorandum, the Time of Sale Document (as defined in herein) or the Registration Rights Agreement). Pursuant to the Registration Rights AgreementFinal Offering Memorandum include, the Issuers will agree to (i) file with the Securities and Exchange Commission (the "Commission") under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement under the Act (the "Exchange Offer Registration Statement") relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), the "Exchange Notes" and, together with the Original Notes, the "Notes," which term includes any guarantee thereof by the Guarantor) to be offered in exchange for the Original Notes (the "Exchange Offer") and issued under the Indenture or an indenture substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders of the Original Notes, and (ii) use reasonable best efforts to cause such Registration Statements to be declared effective. This Agreement, the Original Notes, the Guarantee, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "Note Documents." The Original Notes are being offered and sold by the Company and the Co-Issuer in connection with the consummation of the Acquisition. In connection with the Acquisitionunless expressly stated otherwise, (i) an investor group led by SKM Equity Fund IIIall amendments or supplements thereto, L.P. and Trimaran Fund II, L.L.C., will contribute cash to Norcraft Holdings L.P. in return for its limited partnership units; (ii) Xxxx Xxxxxx all documents, financial statements and his relatives will contribute cash schedules and 100% other information contained, incorporated by reference or deemed incorporated by reference therein (and references in this Agreement to such information being “contained,” “included” or “stated” (and other references of like import) in the outstanding equity interests Preliminary Offering Memorandum, the Time of Sale Document or the Guarantor (which Final Offering Memorandum shall be the owner of the Winnipeg manufacturing facility described in the Offering Memorandum); deemed to mean all such information contained, incorporated by reference or deemed incorporated by reference therein) and (iii) certain members any offering memorandum “wrapper” to be used in connection with offers to sell, solicitations of offers to buy or sales of the Company's senior management will exchange a portion of their membership units Securities in the Company for limited partnership units of Norcraft Holdings, L.P. and exchange all or a portion of cash bonuses relating to the Acquisition in consideration for the right to receive additional limited partnership units of Norcraft Holdings L.P.; and (iv) the proceeds received by Norcraft Holdings L.P. from the transactions referred to in the foregoing clauses (i) and (ii) will be used to pay a portion of the consideration for the Acquisition and/or will be contributed to the Company as described in the Offering Memorandum (the transactions referred to in clauses (i) through (iii), the "Equity Financing"). In addition, on the Closing Date the Company will repay all outstanding borrowings under the Company's existing senior secured credit facility (the "Existing Credit Agreement") and enter into a new $70.0 million senior secured credit facility (the "New Credit Agreement") with UBS AG, Stamford Branch, as administrative agent and the lenders party thereto (collectively, the "Refinancing") as described in the Offering Memorandumnon-U.S. jurisdictions. The offering of the Original Notes, the Equity Financing, the Refinancing, the Acquisition, the employment of Xxxx Xxxxxx by the Company on the terms set forth in the Preliminary Offering Memorandum and the payment of fees and expenses relating to the foregoing are collectively referred to as the "Transactions." The Note Documents, the New Credit Agreement and the letters of credit, notes, security documents and other agreements relating thereto and the documents relating to the Acquisition and the Equity Financing Pricing Supplement are collectively referred to herein as the "Transaction Documents“Time of Sale Document." Simultaneous with the closing of the Transactions, the Company and the Guarantor shall each enter into a joinder agreement (the "Joinder Agreement") to this Agreement, substantially in the form of Exhibit A hereto, pursuant to which each such entity will observe and perform all of the rights, obligations and liabilities of an Issuer as provided in this Agreement as if it were an original signatory hereto. Upon effectiveness of the Joinder Agreement with respect to the Company and the Guarantor, Holdings shall be fully and unconditionally released from all rights, obligations and liabilities hereunder and all such rights, obligations and liabilities shall thereafter be the rights, obligations and liabilities of the Company, the Co-Issuer and the Guarantor.”

Issuance of Notes. Upon consummation of the acquisition (the "Acquisition") by Holdings of 100% of the outstanding membership units of Norcraft Companies, L.P. (the "Company") on the terms set forth in that certain Unit Purchase Agreement, dated as of August 29, 2003, among Holdings' predecessor, the Company's predecessor and the sellers and sellers' representatives named therein (as amended on October 3, 2003, the "UPA"), the The Company and the Co-Issuer propose proposes to issue and sell to UBS Securities LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and the other several Initial Purchasers named in Schedule I (the "Representative") “Initial Purchasers”), acting severally and Wachovia Capital Markets, LLC (together with the Representativenot jointly, the "Initial Purchasers") respective amounts set forth in Schedule I of $150,000,000 300,000,000 aggregate principal amount of 910.75% Senior Subordinated Secured Notes due 2011 2023 (the "Original “Notes"”). The Original Company’s obligations under the Notes and the Indenture (as defined below) will be, jointly and severally, unconditionally guaranteed (the “Guarantees”), on a senior secured basis, by each of the guarantors listed on the signature pages hereto (collectively, the “Guarantors,” and, together with the Company, the “Issuers”). The Notes and the Guarantees are referred to herein as the “Securities.” The Securities will be issued pursuant to an indenture (the "“Indenture"”), to be dated the Closing Date (as defined herein), by and between the Issuers and UMB Bank, N.A., as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”). The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, the Co-Issuer, the Guarantor (as defined below) Trustee and U.S. Bank National Association, as trustee (the "Trustee")DTC. The Company's obligations under the Original Notes will be unconditionally guaranteed (the "Guarantee") on an unsecured senior subordinated basis by Norcraft Canada Corporation, a Nova Scotia unlimited liability company that will be contributed to the Company after the date of this Agreement (the "Guarantor" and, together with Holdings, the Company and the Co-Issuer, the "Issuers"; provided, that with respect to any right, obligation or agreement set forth in this Agreement that is to be performed (i) prior to the execution of the Joinder Agreement (as defined below) by the Company and the Guarantor, the term Issuers shall refer only to Holdings and the Co-Issuer and (ii) following the execution of the Joinder Agreement by the Company and the Guarantor, the term Issuers shall refer only to the Company, the Co-Issuer and the Guarantor). All references herein to the Original Notes include the related Guarantee, unless the context otherwise requires. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Indenture. The Original Notes Securities will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the "“Act"”). The Issuers have prepared a preliminary offering memorandum, dated as of September 3019, 2003 2018 (the "“Preliminary Offering Memorandum"”), and a pricing supplement thereto dated the date hereof, which includes the information contained in Schedule III (the “Pricing Supplement”). The Preliminary Offering Memorandum (as amended and supplemented immediately prior to the Applicable Time (as defined below)) and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after the execution of this Purchase Agreement (this “Agreement”), the Issuers will prepare a final offering memorandum dated October 10, 2003 and available for distribution on or about the date hereof (the "“Final Offering Memorandum"”). For the purposes of this Agreement, the “Applicable Time” is 5:00 p.m. (Eastern time) relating to on the Issuers and the Original Notesdate of this Agreement. The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Purchase Agreement (this "Agreement") has been executed and delivered, to resell (the "“Exempt Resales"”) the Original Notes purchased by the Initial Purchasers under this Agreement Securities in private sales exempt from registration under the Act on the terms set forth in the Offering Memorandum, as amended or supplementedPricing Disclosure Package, solely to (i) persons whom the Initial Purchasers reasonably believe to be "“qualified institutional buyers," ” (“QIBs”), as defined in Rule 144A under the Act ("QIBs"“Rule 144A”), in accordance with Rule 144A and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act; Act (“Regulation S”) in accordance with Regulations S (the persons specified in clauses (i) and (ii), the “Eligible Purchasers”). The Issuers have agreed to secure the Notes by granting to the Collateral Agent for the benefit of the holders of the Notes and other secured parties a perfected first-priority lien (subject to Permitted Prior Liens, as such term is defined in the Indenture) in the Collateral (as such term is defined in that certain Security Agreement, dated as of the Closing Date, by and among the Issuers and the Collateral Agent (the “Security Agreement”)) as required by and pursuant to (i) the Indenture, the Security Agreement, the Collateral Agency Agreement (as such term is defined in the Indenture), the ABL Collateral Rights Agreement (as such term is defined in the Indenture), each dated as of the Closing Date, (ii) other intercreditor agreements, pledge agreements, mortgages, deeds of trust, security instruments and documents as are sometimes necessary to create and perfect the liens and security interests contemplated by the Indenture and the Security Agreement, including, without limitation, financing statements under the Uniform Commercial Code of the relevant state or notice of such pledge, grant or assignment (the foregoing documents specified in clauses (i) and (ii) collectively referred to herein as the "Eligible Purchasers." Upon issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Act, the Original Notes shall bear the legend relating thereto set forth under "Notice to investors" in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the registration rights set forth in the registration rights agreement (the "Registration Rights Agreement") to be dated the Closing Date in form and substance reasonably satisfactory to the Initial Purchasers and conforming to the description thereof in the Offering Memorandum, for so long as such Original Notes constitute "Registrable Notes" (as defined in the Registration Rights Agreement“Security Documents”). Pursuant to the Registration Rights Agreement, the Issuers will agree to (i) file with the Securities and Exchange Commission (the "Commission") under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement under the Act (the "Exchange Offer Registration Statement") relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), the "Exchange Notes" and, together with the Original Notes, the "Notes," which term includes any guarantee thereof by the Guarantor) to be offered in exchange for the Original Notes (the "Exchange Offer") and issued under the Indenture or an indenture substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders of the Original Notes, and (ii) use reasonable best efforts to cause such Registration Statements to be declared effective. This Agreement, the Original Notes, the GuaranteeGuarantees, the Indenture Indenture, the DTC Agreement, and the Registration Rights Agreement Security Documents are hereinafter sometimes referred to collectively as the "“Note Documents." The Original Notes are being offered ” All references herein to the terms “Pricing Disclosure Package” and sold by “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Company Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and the Co-Issuer in connection with the consummation regulations of the Acquisition. In connection with Commission promulgated thereunder) prior to the Acquisition, (i) an investor group led Applicable Time and incorporated by SKM Equity Fund III, L.P. and Trimaran Fund II, L.L.C., will contribute cash to Norcraft Holdings L.P. in return for its limited partnership units; (ii) Xxxx Xxxxxx and his relatives will contribute cash and 100% of the outstanding equity interests of the Guarantor (which shall be the owner of the Winnipeg manufacturing facility described reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum); (iii) certain members of or the Company's senior management will exchange a portion of their membership units in the Company for limited partnership units of Norcraft Holdings, L.P. and exchange all or a portion of cash bonuses relating to the Acquisition in consideration for the right to receive additional limited partnership units of Norcraft Holdings L.P.; and (iv) the proceeds received by Norcraft Holdings L.P. from the transactions referred to in the foregoing clauses (i) and (ii) will be used to pay a portion of the consideration for the Acquisition and/or will be contributed to the Company as described in the Final Offering Memorandum (as the transactions referred to in clauses (i) through (iiicase may be), the "Equity Financing"). In addition, on the Closing Date the Company will repay and all outstanding borrowings under the Company's existing senior secured credit facility (the "Existing Credit Agreement") and enter into a new $70.0 million senior secured credit facility (the "New Credit Agreement") with UBS AG, Stamford Branch, as administrative agent and the lenders party thereto (collectively, the "Refinancing") as described in the Offering Memorandum. The offering of the Original Notes, the Equity Financing, the Refinancing, the Acquisition, the employment of Xxxx Xxxxxx by the Company on references herein to the terms set forth in the Offering Memorandum and the payment of fees and expenses relating to the foregoing are collectively referred to as the "Transactions." The Note Documents, the New Credit Agreement and the letters of credit, notes, security documents and other agreements relating thereto and the documents relating to the Acquisition and the Equity Financing are collectively referred to herein as the "Transaction Documents." Simultaneous with the closing of the Transactions, the Company and the Guarantor shall each enter into a joinder agreement (the "Joinder Agreement") to this Agreement, substantially in the form of Exhibit A hereto, pursuant to which each such entity will observe and perform all of the rights, obligations and liabilities of an Issuer as provided in this Agreement as if it were an original signatory hereto. Upon effectiveness of the Joinder Agreement “amend,” “amendment” or “supplement” with respect to the Company and the Guarantor, Holdings Final Offering Memorandum shall be fully deemed to mean and unconditionally released from include all rights, obligations information filed under the Exchange Act after the Applicable Time and liabilities hereunder and all such rights, obligations and liabilities shall thereafter be incorporated by reference in the rights, obligations and liabilities of the Company, the Co-Issuer and the GuarantorFinal Offering Memorandum.

Issuance of Notes. Upon consummation of the acquisition (the "Acquisition") by Holdings of 100% of the outstanding membership units of Norcraft Companies, L.P. (the "Company") on Subject to the terms set forth in that certain Unit Purchase Agreement, dated as of August 29, 2003, among Holdings' predecessor, the Company's predecessor and the sellers and sellers' representatives named therein (as amended on October 3, 2003, the "UPA")conditions herein contained, the Company and the Co-Issuer propose proposes to issue and sell to UBS Securities LLC the several initial purchasers named in Schedule I hereto (the "Representative") and Wachovia Capital Markets, LLC (together with the Representative, the "“Initial Purchasers") ”), $150,000,000 390,000,000 aggregate principal amount of 9the Company’s 6.500% Senior Subordinated Notes due 2011 2024 (each a “Note” and, collectively, the “Notes”) in connection with the offering and sale of the Notes as described herein (the "Original Notes"“Offering”). The Original Notes will be issued pursuant to an indenture (the "“Indenture"”), to be dated the Closing Date (as defined herein)of February 16, 2016, by and among the Company, the Co-Issuer, the Guarantor Guarantors (as defined belowhereinafter defined) party thereto and U.S. Bank National Association, as trustee (the "“Trustee"”). The Company's obligations under Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and Xxxxxxxxx LLC (“Jefferies”) have agreed to act as the Original Notes will be unconditionally guaranteed representatives of the several Initial Purchasers (the "Guarantee"“Representatives”) on an unsecured senior subordinated basis by Norcraft Canada Corporation, a Nova Scotia unlimited liability company that in connection with the Offering. The Company will be contributed to use the Company after net proceeds from the date of this Agreement (the "Guarantor" and, together with Holdings, the Company and the Co-Issuer, the "Issuers"; provided, that with respect to any right, obligation or agreement set forth in this Agreement that is to be performed (i) prior to the execution offering of the Joinder Agreement Notes as financing in connection with the transactions to effect the Acquisition (as defined below) by as described under the caption “Use of Proceeds” in the Time of Sale Document (as defined below). As described in the Time of Sale Document, the Company has entered into a sale and the Guarantorpurchase deed dated as of December 31, the term Issuers shall refer only to Holdings and the Co-Issuer and (ii) following the execution of the Joinder Agreement by the Company and the Guarantor, the term Issuers shall refer only to the Company, the Co-Issuer and the Guarantor). All references herein to the Original Notes include the related Guarantee, unless the context otherwise requires. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Indenture. The Original Notes will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under the Securities Act of 19332015, as amended (the "Act"). The Issuers have prepared a preliminary offering memorandum, dated September 30, 2003 (the "Preliminary Offering Memorandum"), and a final offering memorandum dated October 10, 2003 and available for distribution on or about the date hereof (the "Offering Memorandum"“Acquisition Agreement”) relating to the Issuers and the Original Notes. The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Purchase Agreement (this "Agreement") has been executed and delivered, to resell (the "Exempt Resales") the Original Notes purchased by the Initial Purchasers under this Agreement in private sales exempt from registration under the Act on the terms set forth in the Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchasers reasonably believe to be "qualified institutional buyers," as defined in Rule 144A under the Act ("QIBs"), and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act; the persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the "Eligible Purchasers." Upon issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Act, the Original Notes shall bear the legend relating thereto set forth under "Notice to investors" in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the registration rights set forth in the registration rights agreement (the "Registration Rights Agreement") to be dated the Closing Date in form and substance reasonably satisfactory to the Initial Purchasers and conforming to the description thereof in the Offering Memorandum, for so long as such Original Notes constitute "Registrable Notes" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Issuers will agree to (i) file with the Securities and Exchange Commission (the "Commission") under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement under the Act (the "Exchange Offer Registration Statement") relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), the "Exchange Notes" and, together with the Original Notes, the "Notes," which term includes any guarantee thereof by the Guarantor) to be offered in exchange for the Original Notes (the "Exchange Offer") and issued under the Indenture or an indenture substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights AgreementWhitewell UK Investments 1 Limited, a shelf registration statement pursuant to Rule 415 under the Act (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders of the Original Notes, and (ii) use reasonable best efforts to cause such Registration Statements to be declared effective. This Agreement, the Original Notes, the Guarantee, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "Note Documents." The Original Notes are being offered and sold by the Company and the Co-Issuer in connection with the consummation of the Acquisition. In connection with the Acquisition, (i) an investor group led by SKM Equity Fund III, L.P. and Trimaran Fund II, L.L.C., will contribute cash to Norcraft Holdings L.P. in return for its limited partnership units; (ii) Xxxx Xxxxxx and his relatives will contribute cash and 100% of the outstanding equity interests of the Guarantor (which shall be the owner of the Winnipeg manufacturing facility described in the Offering Memorandum); (iii) certain members of the Company's senior management will exchange a portion of their membership units in the Company for limited partnership units of Norcraft Holdings, L.P. and exchange all or a portion of cash bonuses relating to the Acquisition in consideration for the right to receive additional limited partnership units of Norcraft Holdings L.P.; and (iv) the proceeds received by Norcraft Holdings L.P. from the transactions referred to in the foregoing clauses (i) and (ii) will be used to pay a portion of the consideration for the Acquisition and/or will be contributed to the Company as described in the Offering Memorandum (the transactions referred to in clauses (i) through (iii), the "Equity Financing"). In addition, on the Closing Date the Company will repay all outstanding borrowings under the Company's existing senior secured credit facility (the "Existing Credit Agreement") and enter into a new $70.0 million senior secured credit facility (the "New Credit Agreement") with UBS AG, Stamford Branch, as administrative agent and the lenders party thereto (collectively, the "Refinancing") as described in the Offering Memorandum. The offering of the Original Notes, the Equity Financing, the Refinancing, the Acquisition, the employment of Xxxx Xxxxxx by the Company on the terms set forth in the Offering Memorandum and the payment of fees and expenses relating to the foregoing are collectively referred to as the "Transactions." The Note Documents, the New Credit Agreement and the letters of credit, notes, security documents and other agreements relating thereto and the documents relating to the Acquisition and the Equity Financing are collectively referred to herein as the "Transaction Documents." Simultaneous with the closing of the Transactions, the Company and the Guarantor shall each enter into a joinder agreement (the "Joinder Agreement") to this Agreement, substantially in the form of Exhibit A hereto, pursuant to which each such entity will observe and perform all of the rights, obligations and liabilities of an Issuer as provided in this Agreement as if it were an original signatory hereto. Upon effectiveness of the Joinder Agreement with respect to the Company and the Guarantor, Holdings shall be fully and unconditionally released from all rights, obligations and liabilities hereunder and all such rights, obligations and liabilities shall thereafter be the rights, obligations and liabilities wholly owned subsidiary of the Company, Xxxxxxx Trust (Jersey) Limited, as trustee (“Xxxxxxx”), the Co-Issuer institutional sellers whose names and addresses are set out in the Acquisition Agreement (the “Institutional Sellers”) and the Guarantor.management sellers whose names and addresses are set out in the Acquisition Agreement (together with the Institutional Sellers

Issuance of Notes. Upon consummation of the acquisition (the "Acquisition") by Holdings of 100% of the outstanding membership units of Norcraft CompaniesOn January 17, L.P. (the "Company") on the terms set forth in that certain Unit Purchase Agreement2012, dated as of May 12, 2012, July 31, 2012, August 2931, 2003, among Holdings' predecessor, the Company's predecessor 2012 and the sellers and sellers' representatives named therein (as amended on October 3, 2003, the "UPA")April 2013, the Company issued to the Early Investors convertible promissory notes in the form attached hereto as Exhibit A-1 pursuant to the Purchase Agreement (“Initial Notes”). The form of the Initial Notes attached hereto reflects changes made to such Notes pursuant to the Loan Document Amendment. Subject to the terms and conditions of this Agreement, the Co-Issuer propose Company agrees to issue and sell to UBS Securities LLC each Investor at a Closing occurring on or after the Effective Date (each a “Subsequent Closing”), and each Investor as a Subsequent Closing (“Subsequent Investor”) agrees, severally and not jointly, to purchase, a secured convertible promissory note in the "Representative") form of Exhibit A-2 hereto (each, a “Subsequent Note”, and Wachovia Capital Markets, LLC (together with the RepresentativeInitial Notes, each a “Note” and collectively, the "Initial Purchasers") $150,000,000 aggregate “Notes”), in the principal amount of 9% Senior Subordinated Notes due 2011 (set forth opposite the "Original Notes")respective Investor’s name for the applicable Subsequent Closing on Schedule I hereto . The Original Notes RiceX Company, a Delaware corporation, and Rice Science, LLC, a Delaware limited liability company (collectively, “Patent Subsidiaries”), will be obligors under the Notes. The “Conversion Price” of a Note issued pursuant to an indenture (the "Indenture"), to be dated the at a Closing Date (as defined herein), by and among the Company, the Co-Issuer, the Guarantor (as defined below) and U.S. Bank National Associationshall equal Seven Cents ($0.07), subject to adjustment as trustee (provided in the "Trustee")Note. The Company's obligations under the Original Company may sell Notes will be unconditionally guaranteed (the "Guarantee") on an unsecured senior subordinated basis by Norcraft Canada Corporation, a Nova Scotia unlimited liability company that will be contributed to the Company after the date of this Agreement (the "Guarantor" and, together with Holdings, the Company and the Co-Issuer, the "Issuers"; provided, that with respect to any right, obligation at one or agreement set forth in this Agreement that is to be performed (i) prior to the execution of the Joinder Agreement more Closings (as defined below) by that collectively have aggregate initial principal amounts of up to Eight Million Dollars ($8,000,000) (“Maximum Offering Amount”), which Maximum Offering Amount does not include any additional principal that may become outstanding under the Company and the Guarantor, the term Issuers shall refer only to Holdings and the Co-Issuer and (ii) following the execution of the Joinder Agreement by the Company and the Guarantor, the term Issuers shall refer only to the Company, the Co-Issuer and the Guarantor). All references herein to the Original Notes include the related Guarantee, unless the context otherwise requires. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Indenture. The Original Notes will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the "Act"). The Issuers have prepared a preliminary offering memorandum, dated September 30, 2003 (the "Preliminary Offering Memorandum"), and a final offering memorandum dated October 10, 2003 and available for distribution on or about the date hereof (the "Offering Memorandum") their terms relating to the Issuers and the Original Notes. The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Purchase Agreement (this "Agreement") has been executed and delivered, to resell (the "Exempt Resales") the Original Notes purchased by the Initial Purchasers under this Agreement in private sales exempt from registration under the Act on the terms set forth in the Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchasers reasonably believe to be "qualified institutional buyers," as defined in Rule 144A under the Act ("QIBs"), and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning conversion of Regulation S under the Act; the persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the "Eligible Purchasersaccrued interest into principal." Upon issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Act, the Original Notes shall bear the legend relating thereto set forth under "Notice to investors" in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the registration rights set forth in the registration rights agreement (the "Registration Rights Agreement") to be dated the Closing Date in form and substance reasonably satisfactory to the Initial Purchasers and conforming to the description thereof in the Offering Memorandum, for so long as such Original Notes constitute "Registrable Notes" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Issuers will agree to (i) file with the Securities and Exchange Commission (the "Commission") under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement under the Act (the "Exchange Offer Registration Statement") relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), the "Exchange Notes" and, together with the Original Notes, the "Notes," which term includes any guarantee thereof by the Guarantor) to be offered in exchange for the Original Notes (the "Exchange Offer") and issued under the Indenture or an indenture substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders of the Original Notes, and (ii) use reasonable best efforts to cause such Registration Statements to be declared effective. This Agreement, the Original Notes, the Guarantee, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "Note Documents." The Original Notes are being offered and sold by the Company and the Co-Issuer in connection with the consummation of the Acquisition. In connection with the Acquisition, (i) an investor group led by SKM Equity Fund III, L.P. and Trimaran Fund II, L.L.C., will contribute cash to Norcraft Holdings L.P. in return for its limited partnership units; (ii) Xxxx Xxxxxx and his relatives will contribute cash and 100% of the outstanding equity interests of the Guarantor (which shall be the owner of the Winnipeg manufacturing facility described in the Offering Memorandum); (iii) certain members of the Company's senior management will exchange a portion of their membership units in the Company for limited partnership units of Norcraft Holdings, L.P. and exchange all or a portion of cash bonuses relating to the Acquisition in consideration for the right to receive additional limited partnership units of Norcraft Holdings L.P.; and (iv) the proceeds received by Norcraft Holdings L.P. from the transactions referred to in the foregoing clauses (i) and (ii) will be used to pay a portion of the consideration for the Acquisition and/or will be contributed to the Company as described in the Offering Memorandum (the transactions referred to in clauses (i) through (iii), the "Equity Financing"). In addition, on the Closing Date the Company will repay all outstanding borrowings under the Company's existing senior secured credit facility (the "Existing Credit Agreement") and enter into a new $70.0 million senior secured credit facility (the "New Credit Agreement") with UBS AG, Stamford Branch, as administrative agent and the lenders party thereto (collectively, the "Refinancing") as described in the Offering Memorandum. The offering of the Original Notes, the Equity Financing, the Refinancing, the Acquisition, the employment of Xxxx Xxxxxx by the Company on the terms set forth in the Offering Memorandum and the payment of fees and expenses relating to the foregoing are collectively referred to as the "Transactions." The Note Documents, the New Credit Agreement and the letters of credit, notes, security documents and other agreements relating thereto and the documents relating to the Acquisition and the Equity Financing are collectively referred to herein as the "Transaction Documents." Simultaneous with the closing of the Transactions, the Company and the Guarantor shall each enter into a joinder agreement (the "Joinder Agreement") to this Agreement, substantially in the form of Exhibit A hereto, pursuant to which each such entity will observe and perform all of the rights, obligations and liabilities of an Issuer as provided in this Agreement as if it were an original signatory hereto. Upon effectiveness of the Joinder Agreement with respect to the Company and the Guarantor, Holdings shall be fully and unconditionally released from all rights, obligations and liabilities hereunder and all such rights, obligations and liabilities shall thereafter be the rights, obligations and liabilities of the Company, the Co-Issuer and the Guarantor.

Issuance of Notes. Upon consummation of the acquisition (the "Acquisition") by Holdings of 100% of the outstanding membership units of Norcraft Companies, L.P. (the "Company") on Subject to the terms set forth in that certain Unit Purchase Agreement, dated as of August 29, 2003, among Holdings' predecessorand conditions herein contained, the Company's predecessor and the sellers and sellers' representatives named therein (as amended on October 3, 2003, the "UPA"), the Company and the Co-Stage I Issuer propose proposes to issue and sell to UBS Securities LLC Xxxxxxxxx & Company, Inc. (the "Representative"“Jefferies”), KeyBanc Capital Markets Inc. (“Key”) and Wachovia Capital MarketsXxxxxxxxxxx & Co. Inc. (“Xxxxxxxxxxx” and, LLC (together with the RepresentativeJefferies and Key, the "“Initial Purchasers"”) $150,000,000 285,000,000 in aggregate principal amount of 910% Senior Subordinated Secured Notes due 2011 2017 (each, a “Stage I Note” and, collectively, the "Original “Stage I Notes")”) in each case, in an aggregate principal amount of Stage I Notes set forth opposite the name of such Initial Purchaser on Schedule I hereto. The Original Stage I Notes will be issued pursuant to an indenture (the "“Stage I Indenture"”), to be dated the Closing Date (as defined herein)of March 25, 2011, by and among the Company, the Co-Stage I Issuer, the Guarantor Acquisition Co. and Wilmington Trust FSB (as defined below) and U.S. Bank National Association“Wilmington”), as trustee (in such capacity, the "“Stage I Trustee"”) and collateral agent (in such capacity, the “Stage I Collateral Agent”). The Company's obligations under proceeds of the Original Stage I Notes will be unconditionally used to finance the acquisition by Acquisition Co. of all of the outstanding shares of common stock of Xxxxxx Industries, Inc. and its subsidiaries (each, a “Xxxxxx Entity” and collectively, “Xxxxxx”) pursuant to the Agreement and Plan of Merger, dated as of February 7, 2011 (the “Merger Agreement”), among Kratos, Acquisition Co. and Xxxxxx Industries, Inc. (the “Acquisition”), as well as to pay related fees and expenses, as described under the captions “Use of Proceeds” and “The Transactions” in the Final Offering Memorandum. The Stage I Notes will be guaranteed (the "Guarantee") on an unsecured senior subordinated basis by Norcraft Canada Corporation, a Nova Scotia unlimited liability company that will be contributed to the Company after the date of this Agreement (the "Guarantor" “Stage I Guarantees” and, together with Holdingsthe Stage I Notes, the Company “Stage I Securities”) by all of the Stage I Issuer’s existing and future direct and indirect Domestic Subsidiaries (other than Xxxxxx and its Domestic Subsidiaries until the fifteenth business day following the consummation of the Acquisition). For purposes of this Agreement, Acquisition Co. and each of the Xxxxxx Entities (upon their becoming parties hereto pursuant to Section 7(g)) are collectively referred to as the “Stage I Guarantors.” Capitalized terms used, but not defined herein, shall have the meanings set forth in the “Description of the Stage I Notes” section of the Final Offering Memorandum (as hereinafter defined). On February 7, 2011, Xxxxxx entered into an amendment to its credit agreement, dated as of May 29, 2010, among Xxxxxx, the guarantors party thereto and the Covarious lenders party thereto (as amended and supplemented from time to time, the “Credit Agreement”) to permit, among other things, the exchange of all of the outstanding Stage I Notes for its 10% Senior Secured Notes due 2017 (the “Stage II Notes” and, together with the Stage I Notes, the “Notes”) in an aggregate principal amount equal to the aggregate principal amount of such Stage I Notes to be issued under that certain indenture (the “Existing Kratos Indenture” and, together with the Stage I Indenture, the “Indentures”), dated as of May 19, 2010, among Xxxxxx, the guarantors party thereto (the “Stage II Guarantors” and, together with the Stage I Guarantors, the “Guarantors”) and Wilmington, as trustee (in such capacity, the “Stage II Trustee” and, together with the Stage I Trustee, the “Trustee”) and collateral agent (in such capacity, the “Stage II Collateral Agent” and, together with the Stage I Collateral Agent, the “Collateral Agent”) and the consummation of the Acquisition. On February 11, 2011, Xxxxxx raised approximately $61.1 million in net proceeds from a public equity offering of its shares of common stock (the “Equity Offering”). If more than a majority but less than 90% of all of the outstanding common shares of Xxxxxx have been validly tendered (on a fully-diluted basis) and not withdrawn pursuant to the tender offer for such shares launched by Acquisition Co. on February 25, 2011 (the “Tender Offer”) and purchased promptly after the closing of the Offering (the “Escrow Condition”), the Stage I Issuer will be required to place the net proceeds of the Offering, together with a $45.0 million capital contribution from Xxxxxx to the Stage I Issuer made on the date of the consummation of the Offering, that remain following the application of such proceeds and contribution to purchase the shares of Xxxxxx tendered in the Tender Offer and pay fees and expenses in connection with the Offering and the Acquisition (the “Required Escrow Deposit”) into an escrow account that is a trust account, maintained by the Escrow Agent as a securities account (the “Escrow Account”) to secure the Stage I Notes pursuant to the escrow and security agreement, to be dated as of March 25, 2011 (the “Escrow Agreement”), among the Stage I Issuer, the "Issuers"; providedStage I Trustee and Wilmington, that with respect to any rightas escrow agent (the “Escrow Agent”). Promptly following the consummation of the Acquisition, obligation or agreement set forth in this Agreement that is to be performed (i) prior the Stage I Issuer will merge with and into Kratos at which time Xxxxxx will pursuant to a supplemental indenture to the execution Stage I Indenture assume the obligations of Intermediate Holdings under the Joinder Agreement (as defined below) by the Company Stage I Notes and the Guarantor, Stage I Indenture Documents and become the term Issuers shall refer only to Holdings and Stage I Issuer under the Co-Issuer Stage I Indenture and (ii) following Xxxxxx, as the execution Stage I Issuer, will redeem all of the Joinder Agreement Stage I Notes by issuing in exchange therefor the Company Stage II Notes to be issued under the Existing Kratos Indenture in an aggregate principal amount equal to the aggregate principal amount of such Stage I Notes (the “Stage II Notes Exchange Redemption”). The Stage II Notes will form part of the same issue as, and be treated as a single class with, Xxxxxx’ previously issued $225,000,000 10% Senior Secured Notes due 2017 (the Guarantor“Existing Kratos Notes” and, together with the Stage II Notes, the term Issuers shall refer only to “Kratos Notes”) issued under the Company, the Co-Issuer and the Guarantor). All references herein to the Original Notes include the related Guarantee, unless the context otherwise requires. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Existing Kratos Indenture. The Original Stage II Notes will be guaranteed by all of Kratos’ existing and future direct and indirect Domestic Subsidiaries (other than Discontinued Subsidiaries (as defined under the caption “Description of the Stage II Notes” in the Final Offering Memorandum) but including, for the avoidance of doubt, Xxxxxx (other than Foreign Subsidiaries (as defined under the caption “Description of the Stage II Notes” in the Final Offering Memorandum)) (the “Stage II Guarantees” and, together with the Stage II Notes, the “Stage II Securities” and, together with the Stage I Securities, the “Securities”). The Stage I Notes will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under of the Securities Act of 1933, as amended amended, and the rules and regulations of the Securities and Exchange Commission (the "“SEC”) thereunder (collectively, the “Securities Act"”). The Issuers have prepared a preliminary offering memorandumUpon original issuance thereof, dated September 30, 2003 (the "Preliminary Offering Memorandum"), and a final offering memorandum dated October 10, 2003 and available for distribution on or about the date hereof (the "Offering Memorandum") relating to the Issuers and the Original Notes. The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Purchase Agreement (this "Agreement") has been executed and delivered, to resell (the "Exempt Resales") the Original Notes purchased by the Initial Purchasers under this Agreement in private sales exempt from registration under the Act on the terms set forth in the Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchasers reasonably believe to be "qualified institutional buyers," as defined in Rule 144A under the Act ("QIBs"), and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act; the persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the "Eligible Purchasers." Upon issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Original Stage I Notes shall bear the legend relating thereto set forth under "Notice to investors" in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the registration rights legends set forth in the registration rights agreement final offering memorandum, dated the date hereof (the "Registration Rights Agreement") to be dated the Closing Date in form and substance reasonably satisfactory to the Initial Purchasers and conforming to the description thereof in the “Final Offering Memorandum, for so long as such Original Notes constitute "Registrable Notes" (as defined in the Registration Rights Agreement”). Pursuant to Further, upon original issuance of the Registration Rights AgreementStage II Notes in connection with the Stage II Notes Exchange Redemption, and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Issuers will agree to (i) file with Stage II Notes shall bear the Securities and Exchange Commission (the "Commission") under the circumstances legends set forth in the Registration Rights AgreementFinal Offering Memorandum. The Issuers have prepared a preliminary offering memorandum, dated March 21, 2011 (the “Preliminary Offering Memorandum”), (aii) a registration statement under pricing term sheet, dated the Act (date hereof, attached hereto as Schedule II, which includes pricing terms and other information with respect to the "Exchange Offer Registration Statement") relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), the "Exchange Notes" and, together with the Original Notes, the "Notes," which term includes any guarantee thereof by the Guarantor) to be offered in exchange for the Original Stage I Notes (the "Exchange Offer"“Pricing Supplement”), and (iii) and issued under the Indenture or an indenture substantially identical to the Indenture and/or (b) under certain circumstances set forth Final Offering Memorandum, in the Registration Rights Agreementeach case, a shelf registration statement pursuant to Rule 415 under the Act (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders offer and sale of the Original Notes, and Stage I Notes (ii) use reasonable best efforts the “Offering”). All references in this Agreement to cause such Registration Statements to be declared effective. This Agreementthe Preliminary Offering Memorandum, the Original NotesTime of Sale Document or the Final Offering Memorandum include, the Guarantee, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "Note Documents." The Original Notes are being offered and sold by the Company and the Co-Issuer in connection with the consummation of the Acquisition. In connection with the Acquisitionunless expressly stated otherwise, (i) an investor group led by SKM Equity Fund IIIall amendments or supplements thereto, L.P. and Trimaran Fund II, L.L.C., will contribute cash to Norcraft Holdings L.P. in return for its limited partnership units; (ii) Xxxx Xxxxxx all documents, financial statements and his relatives will contribute cash schedules and 100% other information contained, incorporated by reference or deemed incorporated by reference therein (and references in this Agreement to such information being “contained,” “included” or “stated” (and other references of like import) in the outstanding equity interests Preliminary Offering Memorandum, the Time of Sale Document or the Guarantor (which Final Offering Memorandum shall be the owner of the Winnipeg manufacturing facility described in the Offering Memorandumdeemed to mean all such information contained, incorporated by reference or deemed incorporated by reference therein); , (iii) certain members any electronic Time of the Company's senior management will exchange a portion of their membership units in the Company for limited partnership units of Norcraft Holdings, L.P. and exchange all Sale Document or a portion of cash bonuses relating to the Acquisition in consideration for the right to receive additional limited partnership units of Norcraft Holdings L.P.; Final Offering Memorandum and (iv) the proceeds received by Norcraft Holdings L.P. from the transactions referred any offering memorandum “wrapper” to in the foregoing clauses (i) and (ii) will be used in connection with offers to pay a portion sell, solicitations of offers to buy or sales of the consideration for the Acquisition and/or will be contributed to the Company as described Stage I Notes in the Offering Memorandum (the transactions referred to in clauses (i) through (iii), the "Equity Financing"). In addition, on the Closing Date the Company will repay all outstanding borrowings under the Company's existing senior secured credit facility (the "Existing Credit Agreement") and enter into a new $70.0 million senior secured credit facility (the "New Credit Agreement") with UBS AG, Stamford Branch, as administrative agent and the lenders party thereto (collectively, the "Refinancing") as described in the Offering Memorandumnon-U.S. jurisdictions. The offering of the Original Notes, the Equity Financing, the Refinancing, the Acquisition, the employment of Xxxx Xxxxxx by the Company on the terms set forth in the Preliminary Offering Memorandum and the payment of fees and expenses relating to the foregoing are collectively referred to as the "Transactions." The Note Documents, the New Credit Agreement and the letters of credit, notes, security documents and other agreements relating thereto and the documents relating to the Acquisition and the Equity Financing Pricing Supplement are collectively referred to herein as the "Transaction Documents“Time of Sale Document." Simultaneous with the closing of the Transactions, the Company and the Guarantor shall each enter into a joinder agreement (the "Joinder Agreement") to this Agreement, substantially in the form of Exhibit A hereto, pursuant to which each such entity will observe and perform all of the rights, obligations and liabilities of an Issuer as provided in this Agreement as if it were an original signatory hereto. Upon effectiveness of the Joinder Agreement with respect to the Company and the Guarantor, Holdings shall be fully and unconditionally released from all rights, obligations and liabilities hereunder and all such rights, obligations and liabilities shall thereafter be the rights, obligations and liabilities of the Company, the Co-Issuer and the Guarantor.”

Issuance of Notes. Upon consummation of the acquisition (the "Acquisition") by Holdings of 100% of the outstanding membership units of Norcraft Companies, L.P. (the "Company") on Subject to the terms set forth in that certain Unit Purchase Agreement, dated as of August 29, 2003, among Holdings' predecessor, the Company's predecessor and the sellers and sellers' representatives named therein (as amended on October 3, 2003, the "UPA")conditions herein contained, the Company and the Co-Issuer propose proposes to issue and sell to UBS Securities LLC the Initial Purchasers $50,000,000 aggregate principal amount of 12.50% Senior Secured Notes due 2015 (the "Representative") and Wachovia Capital Marketseach a “Note” and, LLC (together with the Representativecollectively, the "Initial Purchasers") “Notes”). The Company previously issued $150,000,000 aggregate principal amount of 9its 12.50% Senior Subordinated Secured Notes due 2011 2015 (the "Original “Existing Notes"”). The Original Notes will be issued pursuant to an indenture (the "Indenture"), to be dated the Closing Date (as defined herein), by and among the Company, the Co-Issuer, the Guarantor (as defined below) and U.S. Bank National Association, as trustee (the "Trustee"). The Company's obligations under the Original Notes will be unconditionally guaranteed (the "Guarantee") on an unsecured senior subordinated basis by Norcraft Canada Corporation, a Nova Scotia unlimited liability company that will be contributed to the Company after the date of this Agreement (the "Guarantor" and, together with Holdings, the Company and the Co-Issuer, the "Issuers"; provided, that with respect to any right, obligation or agreement set forth in this Agreement that is to be performed (i) prior to the execution of the Joinder Agreement (as defined below) by the Company and the Guarantor, the term Issuers shall refer only to Holdings and the Co-Issuer and (ii) following the execution of the Joinder Agreement by the Company and the Guarantor, the term Issuers shall refer only to the Company, the Co-Issuer and the Guarantor). All references herein to the Original Notes include the related Guarantee, unless the context otherwise requires. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Indenture. The Original Notes will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under of the Securities Act of 1933, as amended (the "Act"). The Issuers have prepared a preliminary offering memorandum, dated September 30, 2003 (the "Preliminary Offering Memorandum")amended, and a final offering memorandum dated October 10, 2003 the rules and available for distribution on or about the date hereof (the "Offering Memorandum") relating to the Issuers and the Original Notes. The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Purchase Agreement (this "Agreement") has been executed and delivered, to resell (the "Exempt Resales") the Original Notes purchased by the Initial Purchasers under this Agreement in private sales exempt from registration under the Act on the terms set forth in the Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchasers reasonably believe to be "qualified institutional buyers," as defined in Rule 144A under the Act ("QIBs"), and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning regulations of Regulation S under the Act; the persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the "Eligible Purchasers." Upon issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Act, the Original Notes shall bear the legend relating thereto set forth under "Notice to investors" in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the registration rights set forth in the registration rights agreement (the "Registration Rights Agreement") to be dated the Closing Date in form and substance reasonably satisfactory to the Initial Purchasers and conforming to the description thereof in the Offering Memorandum, for so long as such Original Notes constitute "Registrable Notes" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Issuers will agree to (i) file with the Securities and Exchange Commission (the "Commission"“SEC”) under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement under the Act (the "Exchange Offer Registration Statement") relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), the "Exchange Notes" and, together with the Original Notes, the "Notes," which term includes any guarantee thereof by the Guarantor) to be offered in exchange for the Original Notes (the "Exchange Offer") and issued under the Indenture or an indenture substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders of the Original Notes, and (ii) use reasonable best efforts to cause such Registration Statements to be declared effective. This Agreement, the Original Notes, the Guarantee, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "Note Documents." The Original Notes are being offered and sold by the Company and the Co-Issuer in connection with the consummation of the Acquisition. In connection with the Acquisition, (i) an investor group led by SKM Equity Fund III, L.P. and Trimaran Fund II, L.L.C., will contribute cash to Norcraft Holdings L.P. in return for its limited partnership units; (ii) Xxxx Xxxxxx and his relatives will contribute cash and 100% of the outstanding equity interests of the Guarantor (which shall be the owner of the Winnipeg manufacturing facility described in the Offering Memorandum); (iii) certain members of the Company's senior management will exchange a portion of their membership units in the Company for limited partnership units of Norcraft Holdings, L.P. and exchange all or a portion of cash bonuses relating to the Acquisition in consideration for the right to receive additional limited partnership units of Norcraft Holdings L.P.; and (iv) the proceeds received by Norcraft Holdings L.P. from the transactions referred to in the foregoing clauses (i) and (ii) will be used to pay a portion of the consideration for the Acquisition and/or will be contributed to the Company as described in the Offering Memorandum (the transactions referred to in clauses (i) through (iii), the "Equity Financing"). In addition, on the Closing Date the Company will repay all outstanding borrowings under the Company's existing senior secured credit facility (the "Existing Credit Agreement") and enter into a new $70.0 million senior secured credit facility (the "New Credit Agreement") with UBS AG, Stamford Branch, as administrative agent and the lenders party thereto thereunder (collectively, the "Refinancing") as described in the Offering Memorandum“Securities Act”). The offering Company’s obligations under the Notes and the Indenture (as defined below) will be unconditionally, fully and irrevocably guaranteed, jointly and severally (the “Guarantees”) on a senior secured basis, by each guarantor listed on the signature pages hereto and each future domestic Restricted Subsidiary of the Original NotesCompany (collectively, the Equity Financing, the Refinancing, the Acquisition, the employment of Xxxx Xxxxxx by the Company on the terms set forth in the Offering Memorandum “Guarantors”). The Notes and the payment of fees and expenses relating to the foregoing Guarantees are collectively referred to as the "Transactions." The Note Documents, the New Credit Agreement and the letters of credit, notes, security documents and other agreements relating thereto and the documents relating to the Acquisition and the Equity Financing are collectively referred to herein as the "Transaction Documents“Securities." Simultaneous ” The Securities will be issued pursuant to that certain indenture, dated as of September 24, 2010 (the “Base Indenture”), to be amended by the First Supplemental Indenture, dated as of July 15, 2011 (the “Supplemental Indenture” and together with the closing of the TransactionsBase Indenture, the Company “Indenture”), each by and the Guarantor shall each enter into a joinder agreement (the "Joinder Agreement") to this Agreement, substantially in the form of Exhibit A hereto, pursuant to which each such entity will observe and perform all of the rights, obligations and liabilities of an Issuer as provided in this Agreement as if it were an original signatory hereto. Upon effectiveness of the Joinder Agreement with respect to the Company and the Guarantor, Holdings shall be fully and unconditionally released from all rights, obligations and liabilities hereunder and all such rights, obligations and liabilities shall thereafter be the rights, obligations and liabilities of among the Company, the Co-Issuer Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity, the Guarantor“Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”).

Issuance of Notes. Upon consummation of the acquisition (the "Acquisition") by Holdings of 100% of the outstanding membership units of Norcraft Companies, L.P. (the "Company") on Subject to the terms set forth in that certain Unit Purchase Agreement, dated as of August 29, 2003, among Holdings' predecessor, the Company's predecessor and the sellers and sellers' representatives named therein (as amended on October 3, 2003, the "UPA")conditions herein contained, the Company and the Co-Issuer propose proposes to issue and sell to UBS Securities LLC the several Initial Purchasers named in Schedule I hereto, acting severally and not jointly (the "Representative") and Wachovia Capital Markets, LLC (together with the Representative, the "“Initial Purchasers") ”), $150,000,000 770,000,000 aggregate principal amount of 9% Senior Subordinated Notes due 2011 2016 (each a “Note” and, collectively, the "Original “Notes"”). The Original Notes will be issued pursuant to an indenture (the "“Indenture"”), to be dated the Closing Date (as defined herein)of April 29, 2011, by and among the Company, the Co-Issuer, the Guarantor (as defined below) and U.S. Bank National AssociationWilmington Trust FSB, as trustee (the "“Trustee"”). The Company's obligations under proceeds of the Original Notes will be unconditionally guaranteed used to finance the acquisition (the "Guarantee"“Acquisition”) on an unsecured senior subordinated basis by Norcraft Canada Corporationof a majority stake of Patni Computer Systems Limited (“Patni”) and related transactions as described under the caption “Use of Proceeds” in the Time of Sale Document. As more fully described in the Time of Sale Document under the caption “The Transactions,” in connection with the Acquisition, (i) Pan-Asia iGATE Solutions, a Nova Scotia unlimited liability company that will be contributed to incorporated under the laws of Mauritius and a wholly-owned subsidiary of the Company after (“iGATE Mauritius”), and iGATE Global Solutions Limited, a company incorporated under the date laws of this Agreement India and a wholly-owned indirect subsidiary of the Company (the "Guarantor" “iGATE India” and, together with HoldingsiGATE Mauritius, the “Acquirers”) entered into a share purchase agreement, dated January 10, 2011, with Xx. Xxxxxxxx X. Patni, Xx. Xxxxx X. Patni and Xx. Xxxxxxxx X. Patni to purchase equity ownership in Patni, (ii) iGATE Mauritius entered into a share purchase agreement and a securities purchase agreement, each dated January 10, 2011, with General Atlantic Mauritius Limited, a company incorporated under the laws of Mauritius, to purchase equity ownership in Patni, (iii) the Company entered a securities purchase agreement dated as of January 10, 2011, with Viscaria Limited (“Viscaria”), a company backed by funds advised by Apax Partners LLP (collectively, the “Sponsor”), pursuant to which the Company agreed to sell to Viscaria newly designated 8.00% Series B Convertible Participating Preferred Stock, no par value per share (the “Series B Preferred Stock”), which is convertible into common stock of the Company and (iv) the Co-IssuerAcquirers entered into an equity commitment letter, dated as of January 10, 2010, with Viscaria and the "Issuers"; provided, that with respect Sponsor pursuant to any right, obligation or which the Sponsor has agreed to purchase equity and/or debt securities of Viscaria for an aggregate amount of up to $480 million in order to enable Viscaria to satisfy its obligations under the securities purchase agreement (each agreement set forth in this Agreement that is to be performed (i) through (iv), an “Acquisition Agreement” and collectively, the “Acquisition Agreements”). In connection with the Acquisition, the Acquirers have commenced a tender offer (the “Offer”) to purchase for cash, shares and American Depository Shares representing equity interests in Patni. After the Acquisition is consummated, Patni will become an indirect subsidiary of the Company. All references in this Agreement to “Subsidiaries” of the Company (and all similar references) shall be deemed to mean and include Patni. On or prior to the execution date on which the Acquisition is consummated, the Company will enter into a senior secured revolving credit agreement (the “Credit Agreement”) with Jefferies Finance LLC and Royal Bank of Canada pursuant to a commitment letter dated January 10, 2011. Concurrently with the Closing Date, the Company will enter into an escrow agreement (the “Escrow Agreement”) with the Trustee and Standard Chartered Bank, as escrow agent (the “Escrow Agent”), pursuant to which the proceeds of the Joinder Agreement offering of the Securities will be placed in an escrow account in the United Kingdom maintained as a trust account with the Trustee (the “Escrow Account”) and the Company will deposit sufficient funds into the Escrow Account such that the escrowed funds will be equal to the sum of (x) $770,000,000 and (y) the amount of interest that would accrue on the Notes for the period from the issuance date thereof to the 30th day following such issuance date (the “Escrow Redemption Amount”). Funds held in the Escrow Account may only be invested in U.S. cash or U.S. Government Obligations (as such term is defined below) in the Indenture and collectively, with any other property from time to time held by the Escrow Agent, the “Escrow Property”). Concurrently with the Closing Date, the Company will also enter into an escrow account security deed with the Trustee (the “Escrow Account Security Deed”) to secure the Notes with the Escrow Property pending the consummation of the Patni Acquisition. The Escrow Property will be held in the Escrow Account in accordance with the terms and provisions set forth in the Escrow Agreement, and released in accordance with the conditions set forth therein, as described in the Time of Sale Document (as hereinafter defined) and the GuarantorFinal Offering Memorandum (as hereinafter defined) (such date of release, the term Issuers shall refer only to Holdings and “Release Date”). If the Co-Issuer and (ii) following Release Date does not occur by May 29, 2011, the execution Securities will be redeemed at the Escrow Redemption Amount in accordance with the terms of the Joinder Agreement by the Company and the GuarantorIndenture (such date of redemption, the term Issuers shall refer only to the Company, the Co-Issuer and the Guarantor“Special Mandatory Redemption Date”). All references herein to the Original Notes include the related Guarantee, unless the context otherwise requires. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Indenture. The Original Notes will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under of the Securities Act of 1933, as amended amended, and the rules and regulations of the Securities and Exchange Commission (the "“SEC”) thereunder (collectively, the “Securities Act"”). The Issuers have prepared a preliminary offering memorandumUpon original issuance thereof, dated September 30, 2003 (the "Preliminary Offering Memorandum"), and a final offering memorandum dated October 10, 2003 and available for distribution on or about the date hereof (the "Offering Memorandum") relating to the Issuers and the Original Notes. The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Purchase Agreement (this "Agreement") has been executed and delivered, to resell (the "Exempt Resales") the Original Notes purchased by the Initial Purchasers under this Agreement in private sales exempt from registration under the Act on the terms set forth in the Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchasers reasonably believe to be "qualified institutional buyers," as defined in Rule 144A under the Act ("QIBs"), and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act; the persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the "Eligible Purchasers." Upon issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Original Notes shall bear the legend relating thereto set forth under "Notice to investors" in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the registration rights legends set forth in the registration rights agreement final offering memorandum, dated the date hereof (the "Registration Rights Agreement") to be dated the Closing Date in form and substance reasonably satisfactory to the Initial Purchasers and conforming to the description thereof in the “Final Offering Memorandum, for so long as such Original Notes constitute "Registrable Notes" (as defined in the Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Issuers will agree to The Company has prepared (i) file with the Securities and Exchange Commission a preliminary offering memorandum, dated April 4, 2011 (the "Commission") under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement under the Act (the "Exchange Offer Registration Statement") relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement“Preliminary Offering Memorandum”), the "Exchange Notes" and, together with the Original Notes, the "Notes," which term includes any guarantee thereof by the Guarantor) to be offered in exchange for the Original Notes (the "Exchange Offer") and issued under the Indenture or an indenture substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders of the Original Notes, and (ii) use reasonable best efforts to cause such Registration Statements to be declared effective. This Agreementa pricing term sheet, dated the Original Notes, the Guarantee, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "Note Documents." The Original Notes are being offered and sold by the Company and the Co-Issuer in connection with the consummation of the Acquisition. In connection with the Acquisition, (i) an investor group led by SKM Equity Fund III, L.P. and Trimaran Fund II, L.L.C., will contribute cash to Norcraft Holdings L.P. in return for its limited partnership units; (ii) Xxxx Xxxxxx and his relatives will contribute cash and 100% of the outstanding equity interests of the Guarantor (which shall be the owner of the Winnipeg manufacturing facility described in the Offering Memorandum); (iii) certain members of the Company's senior management will exchange a portion of their membership units in the Company for limited partnership units of Norcraft Holdings, L.P. and exchange all or a portion of cash bonuses relating to the Acquisition in consideration for the right to receive additional limited partnership units of Norcraft Holdings L.P.; and (iv) the proceeds received by Norcraft Holdings L.P. from the transactions referred to in the foregoing clauses (i) and (ii) will be used to pay a portion of the consideration for the Acquisition and/or will be contributed to the Company as described in the Offering Memorandum (the transactions referred to in clauses (i) through (iii), the "Equity Financing"). In addition, on the Closing Date the Company will repay all outstanding borrowings under the Company's existing senior secured credit facility (the "Existing Credit Agreement") and enter into a new $70.0 million senior secured credit facility (the "New Credit Agreement") with UBS AG, Stamford Branch, as administrative agent and the lenders party thereto (collectively, the "Refinancing") as described in the Offering Memorandum. The offering of the Original Notes, the Equity Financing, the Refinancing, the Acquisition, the employment of Xxxx Xxxxxx by the Company on the terms set forth in the Offering Memorandum and the payment of fees and expenses relating to the foregoing are collectively referred to as the "Transactions." The Note Documents, the New Credit Agreement and the letters of credit, notes, security documents and other agreements relating thereto and the documents relating to the Acquisition and the Equity Financing are collectively referred to herein as the "Transaction Documents." Simultaneous with the closing of the Transactions, the Company and the Guarantor shall each enter into a joinder agreement (the "Joinder Agreement") to this Agreement, substantially in the form of Exhibit A hereto, pursuant to which each such entity will observe and perform all of the rights, obligations and liabilities of an Issuer as provided in this Agreement as if it were an original signatory hereto. Upon effectiveness of the Joinder Agreement with respect to the Company and the Guarantor, Holdings shall be fully and unconditionally released from all rights, obligations and liabilities hereunder and all such rights, obligations and liabilities shall thereafter be the rights, obligations and liabilities of the Company, the Co-Issuer and the Guarantor.date

Issuance of Notes. Upon consummation of the acquisition (the "Acquisition") by Holdings of 100% of the outstanding membership units of Norcraft Companies, L.P. (the "Company") on the terms set forth in that certain Unit Purchase Agreement, dated as of August 29, 2003, among Holdings' predecessor, the Company's predecessor and the sellers and sellers' representatives named therein (as amended on October 3, 2003, the "UPA"), the The Company and the Co-Issuer propose proposes to issue and sell to UBS Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”), Xxxxxxx, Xxxxx & Co. and Xxxxx Fargo Securities, LLC (collectively, the "Representative") “Representatives”), and Wachovia Capital Markets, LLC the other several Initial Purchasers named in Schedule I hereto (together with the RepresentativeRepresentatives, the "“Initial Purchasers"”) $150,000,000 200,000,000 aggregate principal amount of 973/4% Senior Subordinated Notes due 2011 2019 (the "“Original Notes"”). The Company’s obligations under the Original Notes and the Indenture (as defined herein) will be, jointly and severally, unconditionally guaranteed (the “Guarantees”), on a senior unsecured basis, by each of the Subsidiaries (as defined herein) listed on the signature pages hereto (collectively, the “Guarantors,” and, together with the Company, the “Issuers”). The Original Notes and the Guarantees are referred to herein as the “Securities.” The Securities will be issued pursuant to an indenture as additional notes under the Indenture dated as of February 15, 2011 (the "“Indenture"), to be dated the Closing Date (as defined herein”), by and among between the CompanyIssuers and Xxxxx Fargo Bank, the Co-Issuer, the Guarantor (as defined below) and U.S. Bank National AssociationN.A., as trustee (the "“Trustee"). The Company's obligations under the Original Notes will be unconditionally guaranteed (the "Guarantee"”) pursuant to which, on an unsecured senior subordinated basis by Norcraft Canada CorporationFebruary 15, a Nova Scotia unlimited liability company that will be contributed to the Company after the date of this Agreement (the "Guarantor" and, together with Holdings2011, the Company issued $275,000,000 aggregate principal amount of 73/4% Senior Notes due 2019. The Original Notes and the Co-Issuernotes previously issued on February 15, the "Issuers"; provided, that with respect to any right, obligation or agreement set forth in this Agreement that is 2011 will be deemed to be performed (i) prior to in the execution same series of the Joinder Agreement (as defined below) by the Company and the Guarantor, the term Issuers shall refer only to Holdings and the Co-Issuer and (ii) following the execution of the Joinder Agreement by the Company and the Guarantor, the term Issuers shall refer only to the Company, the Co-Issuer and the Guarantor). All references herein to the Original Notes include the related Guarantee, unless the context otherwise requires. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in notes under the Indenture. The Original Notes Securities will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the "“Act"”). The Issuers have prepared a preliminary offering memorandumOffering Memorandum, dated September 30as of June 8, 2003 2011, (the "“Preliminary Offering Memorandum"”), and a final offering memorandum pricing supplement thereto dated October 10, 2003 and available for distribution on or about the date hereof hereof, which includes the information contained in Schedule III hereto (the "Offering Memorandum") relating to the Issuers and the Original Notes“Pricing Supplement”). The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Purchase Agreement (this "Agreement") has been executed and delivered, to resell (the "Exempt Resales") the Original Notes purchased by the Initial Purchasers under this Agreement in private sales exempt from registration under the Act on the terms set forth in the Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchasers reasonably believe to be "qualified institutional buyers," as defined in Rule 144A under the Act ("QIBs"), and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act; the persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the "Eligible Purchasers." Upon issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Act, the Original Notes shall bear the legend relating thereto set forth under "Notice to investors" in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the registration rights set forth in the registration rights agreement (the "Registration Rights Agreement") to be dated the Closing Date in form and substance reasonably satisfactory to the Initial Purchasers and conforming to the description thereof in the Offering Memorandum, for so long as such Original Notes constitute "Registrable Notes" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Issuers will agree to (i) file with the Securities and Exchange Commission (the "Commission") under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement under the Act (the "Exchange Offer Registration Statement") relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), the "Exchange Notes" and, together with the Original Notes, the "Notes," which term includes any guarantee thereof by the Guarantor) to be offered in exchange for the Original Notes (the "Exchange Offer") and issued under the Indenture or an indenture substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders of the Original Notes, and (ii) use reasonable best efforts to cause such Registration Statements to be declared effective. This Agreement, the Original Notes, the Guarantee, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "Note Documents." The Original Notes are being offered and sold by the Company and the Co-Issuer in connection with the consummation of the Acquisition. In connection with the Acquisition, (i) an investor group led by SKM Equity Fund III, L.P. and Trimaran Fund II, L.L.C., will contribute cash to Norcraft Holdings L.P. in return for its limited partnership units; (ii) Xxxx Xxxxxx and his relatives will contribute cash and 100% of the outstanding equity interests of the Guarantor (which shall be the owner of the Winnipeg manufacturing facility described in the Offering Memorandum); (iii) certain members of the Company's senior management will exchange a portion of their membership units in the Company for limited partnership units of Norcraft Holdings, L.P. and exchange all or a portion of cash bonuses relating to the Acquisition in consideration for the right to receive additional limited partnership units of Norcraft Holdings L.P.; and (iv) the proceeds received by Norcraft Holdings L.P. from the transactions referred to in the foregoing clauses (i) and (ii) will be used to pay a portion of the consideration for the Acquisition and/or will be contributed to the Company as described in the Preliminary Offering Memorandum (the transactions referred to in clauses (i) through (iii), the "Equity Financing"). In addition, on the Closing Date the Company will repay all outstanding borrowings under the Company's existing senior secured credit facility (the "Existing Credit Agreement") and enter into a new $70.0 million senior secured credit facility (the "New Credit Agreement") with UBS AG, Stamford Branch, as administrative agent and the lenders party thereto (collectively, the "Refinancing") as described in the Offering Memorandum. The offering of the Original Notes, the Equity Financing, the Refinancing, the Acquisition, the employment of Xxxx Xxxxxx by the Company on the terms set forth in the Offering Memorandum and the payment of fees and expenses relating to the foregoing are collectively referred to as the "Transactions." The Note Documents, the New Credit Agreement and the letters of credit, notes, security documents and other agreements relating thereto and the documents relating to the Acquisition and the Equity Financing are collectively referred to herein as the "Transaction Documents." Simultaneous with the closing of the Transactions, the Company and the Guarantor shall each enter into a joinder agreement (the "Joinder Agreement") to this Agreement, substantially in the form of Exhibit A hereto, pursuant to which each such entity will observe and perform all of the rights, obligations and liabilities of an Issuer as provided in this Agreement as if it were an original signatory hereto. Upon effectiveness of the Joinder Agreement with respect to the Company and the Guarantor, Holdings shall be fully and unconditionally released from all rights, obligations and liabilities hereunder and all such rights, obligations and liabilities shall thereafter be the rights, obligations and liabilities of the Company, the Co-Issuer and the Guarantor.amended and

Issuance of Notes. Upon consummation of the acquisition (the "Acquisition") by Holdings of 100% of the outstanding membership units of Norcraft Companies, L.P. (the "Company") on the terms set forth in that certain Unit Purchase Agreement, dated as of August 29, 2003, among Holdings' predecessor, the Company's predecessor and the sellers and sellers' representatives named therein (as amended on October 3, 2003, the "UPA"), the Company and the Co-The Issuer propose proposes to issue and sell to UBS Securities Warburg LLC (the "Representative") and Wachovia Capital Markets, LLC (together with the Representative, the "Initial PurchasersINITIAL PURCHASER") $150,000,000 165,000,000 aggregate principal amount of 911 3/4% Senior Subordinated Notes due 2011 2010 (the "Original NotesORIGINAL NOTES"). The Original Notes will be issued pursuant to an indenture (the "IndentureINDENTURE"), to be dated the Closing Date (as defined herein), by and among the Company, the Co-Issuer, the Guarantor WH Guarantors (as defined belowherein) and U.S. The Bank National Associationof New York, as trustee (the "TrusteeTRUSTEE"). The Company's obligations under the Original Notes will be unconditionally initially guaranteed (the "GuaranteeGUARANTEES") on an unsecured senior subordinated basis by Norcraft Canada CorporationWH Intermediate Holdings Ltd., a Nova Scotia unlimited liability company that will be contributed to the Company after the date Cayman Islands corporation ("HOLDINGS") and each of this Agreement its wholly owned subsidiaries, WH Luxembourg Holdings SaRL, WH Luxembourg Intermediate Holdings SaRL and WH Luxembourg CM SaRL (the "Guarantor" and, together collectively with Holdings, the Company "WH GUARANTORS"), as and to the Co-Issuer, the "Issuers"; provided, that with respect to any right, obligation or agreement extent set forth in this Agreement that is to be performed (i) prior to the execution Indenture. After the issuance of the Joinder Agreement Notes and following the consummation of the Merger (as defined below) herein), the Notes will be guaranteed by the WH Guarantors and each subsidiary of the Company that guarantees the Credit Facilities (as defined herein) (the "HERBALIFE GUARANTORS"), as and to the extent set forth in the Indenture. The WH Guarantors and the Guarantor, Herbalife Guarantors (subject to Section 17 of this Agreement) are sometimes collectively referred to herein as the term Issuers shall refer only to Holdings and the Co-Issuer and (ii) following the execution of the Joinder Agreement by the Company and the Guarantor, the term Issuers shall refer only to the Company, the Co-Issuer and the Guarantor). All references herein to the Original Notes include the related Guarantee, unless the context otherwise requires. "GUARANTORS." Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the IndentureOffering Memorandum (as defined herein). The Original Notes will be offered and sold to the Initial Purchasers Purchaser pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the "ActACT"). The Issuers have Issuer, with the assistance of the Company, has prepared a preliminary offering memorandum, dated September 30May 24, 2003 2002 (the "Preliminary Offering MemorandumPRELIMINARY OFFERING MEMORANDUM"), and a final offering memorandum dated October 10, 2003 and available for distribution on or about the date hereof (the "Offering MemorandumOFFERING MEMORANDUM") relating to the Issuers Issuer, the Company the Guarantors and the Original Notes. The Initial Purchasers have Purchaser has advised the Issuers Issuer and the Company that the Initial Purchasers intendPurchaser intends, as soon as they deem it deems practicable after this Purchase Agreement (this "AgreementAGREEMENT") has been executed and delivered, to resell (the "Exempt ResalesEXEMPT RESALES") the Original Notes purchased by the Initial Purchasers Purchaser under this Agreement in private sales exempt from registration under the Act on the terms set forth in the Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchasers Purchaser reasonably believe believes to be "qualified institutional buyers," as defined in Rule 144A under the Act ("QIBsQIBS"), and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act; the persons Persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the "Eligible PurchasersELIGIBLE PURCHASERS." Upon issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Act, the Original Notes shall bear the legend relating thereto substantially in the form set forth under "Notice to investorsInvestors" in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the registration rights set forth in the registration rights agreement (the "Registration Rights Agreement") agreement, to be dated the Closing Date in form and substance reasonably satisfactory to the Initial Purchasers and conforming to the description thereof Date, substantially in the Offering Memorandum, for so long form attached hereto as such Original Notes constitute Annex A (the "Registrable Notes" (as defined in the Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT"). Pursuant to the Registration Rights Agreement, the Issuers Issuer and, after the Merger, the Company will agree to (i) file with the Securities and Exchange Commission (the "CommissionCOMMISSION") under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement under the Act (the "Exchange Offer Registration StatementEXCHANGE OFFER REGISTRATION STATEMENT") relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement)) as the "EXCHANGE NOTES" and, the "Exchange Notes" andNotes are referred to herein, together with the Original Notes, as the "Notes," which term includes any guarantee thereof by the GuarantorNOTES") to be offered in exchange for the Original Notes (the "Exchange OfferEXCHANGE OFFER") and issued under the Indenture or an indenture indentures substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the "Shelf Registration StatementSHELF REGISTRATION STATEMENT" and, together with the Exchange Offer Registration Statement, the "Registration StatementsREGISTRATION STATEMENTS") relating to the resale by certain holders of the Original Notes, and (ii) to use its reasonable best efforts to cause such Registration Statements to be declared effective. This Agreement, the Original Notes, the Guarantee, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "Note NOTE Documents." The Original Notes are being offered and sold by the Company and the Co-Issuer in connection with the consummation of the Acquisition. In connection with the Acquisition, (i) an investor group led by SKM Equity Fund III, L.P. and Trimaran Fund II, L.L.C., will contribute cash to Norcraft Holdings L.P. in return for its limited partnership units; (ii) Xxxx Xxxxxx and his relatives will contribute cash and 100% of the outstanding equity interests of the Guarantor (which shall be the owner of the Winnipeg manufacturing facility As described in the Offering MemorandumMemorandum under "The Acquisition," proceeds from the issuance and sale of the Original Notes, together with available cash of the Company and credit facilities to be entered into by the Company (the "CREDIT Facilities"); (iii) certain members , will be used to consummate the acquisition of the Company's senior management , pursuant to an Agreement and Plan of Merger dated as of April 10, 2002 (the "MERGER AGREEMENT") among the Company, the Issuer and WH Holdings (Cayman Islands) Ltd., a Cayman Islands corporation ("PARENT"), pursuant to which the Issuer will exchange merge with and into the Company (the "MERGER"), and the Company will be the surviving corporation and an indirect wholly owned subsidiary of Parent. The Merger is subject to the approval by majority vote of the Class A shareholders of the Company. The net proceeds from the issuance of the Original Notes will be paid in cash directly to The Bank of New York, as securities intermediary (the "SECURITIES INTERMEDIARY"). The Securities Intermediary will invest those proceeds in United States Treasury securities (the "PLEDGED SECURITIES") and will deposit the Pledged Securities into a portion securities account (the "SECURED PROCEEDS ACCOUNT"). All earnings on the Pledged Securities will accumulate in the Secured Proceeds Account. Under a Security and Control Agreement among the Issuer, the Securities Intermediary and the Trustee (the "SECURITY AGREEMENT") substantially in the form attached as Annex B, the Trustee will have a security interest in the Secured Proceeds Account. In the event the Merger has not occurred on or prior to August 31, 2002, the Issuer will be required to redeem (a "MANDATORY REDEMPTION") all of the outstanding Notes, for a price equal to 101% of their membership units principal amount, plus accrued and unpaid interest thereon through the redemption date (the "MANDATORY REDEMPTION PRICE"). Under (i) a Collateral Support and Assignment Agreement between Whitney V, L.P., Whitney Equity Partners V, L.L.C., the Issuer and the Trustee substantially in the Company for limited partnership units of Norcraft Holdings, L.P. and exchange all or a portion of cash bonuses relating to form attached hereto as Annex C-1 (the Acquisition in consideration for the right to receive additional limited partnership units of Norcraft Holdings L.P.; and (iv) the proceeds received by Norcraft Holdings L.P. from the transactions referred to in the foregoing clauses (i"WHITNEY SUPPORT AGREEMENT") and (ii) will be used to pay a portion of Collateral Support and Assignment Agreement between CCG Investments (BVI) L.P., Golden Gate Capital Management, L.L.C., the consideration for Issuer and the Acquisition and/or will be contributed to the Company as described Trustee substantially in the Offering Memorandum form attached hereto as Annex C-2 (the transactions referred to in clauses (i) through (iii"GOLDEN GATE SUPPORT AGREEMENT," and together with the Whitney Support Agreement, the "SUPPORT AGREEMENTS")), the "Equity Financing"). In additionequity sponsors have agreed to provide, on when and if due, the Closing Date difference between the Company will repay all outstanding borrowings under the Company's existing senior secured credit facility (the "Existing Credit Agreement") and enter into a new $70.0 million senior secured credit facility (the "New Credit Agreement") with UBS AG, Stamford Branch, as administrative agent special Mandatory Redemption Price and the lenders party thereto (collectively, net proceeds of the "Refinancing") as described in the Offering Memorandumoffering. The offering issuance and sale of the Original Notes, Notes (including the Equity Financing, Guarantees) and the Refinancing, placement of the Acquisition, the employment of Xxxx Xxxxxx by the Company on the terms set forth net proceeds in the Offering Memorandum and the payment of fees and expenses relating to the foregoing Secured Proceeds Account are collectively referred to as the "TransactionsTRANSACTIONS." The Note Documents, the New Credit Agreement and the letters of credit, notes, security documents and other agreements relating thereto and the documents relating to the Acquisition and the Equity Financing are collectively referred to herein as the "Transaction Documents." Simultaneous with the closing of the Transactions, the Company and the Guarantor shall each enter into a joinder agreement (the "Joinder Agreement") to this Agreement, substantially in the form of Exhibit A hereto, pursuant to which each such entity will observe and perform all of the rights, obligations and liabilities of an Issuer as provided in this Agreement as if it were an original signatory hereto. Upon effectiveness of the Joinder Agreement with respect to the Company and the Guarantor, Holdings shall be fully and unconditionally released from all rights, obligations and liabilities hereunder and all such rights, obligations and liabilities shall thereafter be the rights, obligations and liabilities of the Company, the Co-Issuer and the Guarantor.

Issuance of Notes. Upon consummation Subject to the terms and conditions herein contained, the Finance Corporation (the “Issuer,” except that references to the “Issuer” shall be deemed to be appropriately modified in this Agreement to be references to the Successor upon and for any period relating to after the effectiveness of the acquisition (the "Acquisition"Liquidation and Assumption as defined below) by Holdings of 100% of the outstanding membership units of Norcraft Companies, L.P. (the "Company") on the terms set forth in that certain Unit Purchase Agreement, dated as of August 29, 2003, among Holdings' predecessor, the Company's predecessor and the sellers and sellers' representatives named therein (as amended on October 3, 2003, the "UPA"), the Company and the Co-Issuer propose proposes to issue and sell to UBS Securities LLC Xxxxxxxxx & Company, Inc. (the "Representative") and Wachovia Capital Markets, LLC (together with the Representative, the "“Initial Purchasers"Purchaser”) $150,000,000 130,000,000 aggregate principal amount of 9% Senior Subordinated Secured Floating Rate Notes due 2011 2010 (each a “Note” and, collectively, the "Original “Notes"”). The Original Notes will be issued pursuant to an indenture (as supplemented by one or more supplemental indentures, the "“Indenture"), to be dated as of the Closing Date (as defined hereinhereinafter defined), by and among the Company, the Co-Issuer, the Guarantor Guarantors party thereto, and The Bank of New York, as trustee (in such capacity, the “Trustee”) and collateral agent (in such capacity, the “Collateral Agent”). Capitalized terms used, but not defined herein, shall have the meanings set forth in the “Description of the Notes” section of the Final Offering Circular (as hereinafter defined). Concurrently with the sale of the Notes on the Closing Date, the Issuer will use the proceeds to fund the acquisition (the “Acquisition”) by the Successor of all of the equity ownership interests of Xxxxxx International Metals Limited, a company incorporated under the laws of England and Wales (the “Company”) pursuant to the Agreement for the Sale and Purchase of Shares in Xxxxxx International Metals Limited, dated November 30, 2005, among the Successor, Xxxxxx International Holdings Limited, and certain sellers party thereto. The proceeds of the sale of the Notes will be made available to the Successor by way of a loan from the Issuer pursuant to the Intercompany Loan Agreement, to be dated as of the Closing Date, between the Successor and the Issuer. Following the closing of the Exchange Offer (as defined below), pursuant to the terms of the Indenture, the Finance Corporation (which is a majority owned subsidiary of the Successor) and U.S. Bank National Association, as trustee (the "Trustee"). The Company's obligations will be liquidated under the Original Notes will be unconditionally guaranteed (the "Guarantee") on an unsecured senior subordinated basis by Norcraft Canada Corporation, a Nova Scotia unlimited liability company that will be contributed to the Company after the date of this Agreement (the "Guarantor" and, together with Holdings, the Company and the Co-Issuer, the "Issuers"; provided, that with respect to any right, obligation or agreement set forth in this Agreement that is to be performed (i) prior to the execution laws of the Joinder Agreement (as defined below) by the Company United Kingdom and the Guarantorall of its assets, the term Issuers shall refer only to Holdings liabilities, rights and the Co-Issuer and (ii) following the execution of the Joinder Agreement by the Company and the Guarantorobligations, the term Issuers shall refer only to the Company, the Co-Issuer and the Guarantor). All references herein to the Original Notes include the related Guarantee, unless the context otherwise requires. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Indenture. The Original Notes will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the "Act"). The Issuers have prepared a preliminary offering memorandum, dated September 30, 2003 (the "Preliminary Offering Memorandum"), and a final offering memorandum dated October 10, 2003 and available for distribution on or about the date hereof (the "Offering Memorandum") relating to the Issuers and the Original Notes. The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Purchase Agreement (this "Agreement") has been executed and delivered, to resell (the "Exempt Resales") the Original Notes purchased by the Initial Purchasers including its obligations under this Agreement in private sales exempt from registration under and as issuer of the Act on Notes, will be assigned to and assumed by (together, the terms set forth in “Liquidation and Assumption”) the Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchasers reasonably believe to be "qualified institutional buyers," as defined in Rule 144A under the Act ("QIBs")Successor, and the Guarantors (ii) other eligible purchasers pursuant to offers and sales that occur outside than the United States within the meaning of Regulation S under the Act; the persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the "Eligible Purchasers." Upon issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Act, the Original Notes shall bear the legend relating thereto set forth under "Notice to investors" in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the registration rights set forth in the registration rights agreement (the "Registration Rights Agreement") to be dated the Closing Date in form and substance reasonably satisfactory to the Initial Purchasers and conforming to the description thereof in the Offering Memorandum, for so long as such Original Notes constitute "Registrable Notes" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Issuers will agree to (i) file with the Securities and Exchange Commission (the "Commission") under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement under the Act (the "Exchange Offer Registration Statement") relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), the "Exchange Notes" and, together with the Original Notes, the "Notes," which term includes any guarantee thereof by the Guarantor) to be offered in exchange for the Original Notes (the "Exchange Offer") and issued under the Indenture or an indenture substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders of the Original Notes, and (ii) use reasonable best efforts to cause such Registration Statements to be declared effective. This Agreement, the Original Notes, the Guarantee, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "Note Documents." The Original Notes are being offered and sold by the Company and the Co-Issuer in connection with the consummation of the Acquisition. In connection with the Acquisition, (i) an investor group led by SKM Equity Fund III, L.P. and Trimaran Fund II, L.L.C., will contribute cash to Norcraft Holdings L.P. in return for its limited partnership units; (ii) Xxxx Xxxxxx and his relatives will contribute cash and 100% of the outstanding equity interests of the Guarantor (which shall be the owner of the Winnipeg manufacturing facility described in the Offering Memorandum); (iii) certain members of the Company's senior management will exchange a portion of their membership units in the Company for limited partnership units of Norcraft Holdings, L.P. and exchange all or a portion of cash bonuses relating to the Acquisition in consideration for the right to receive additional limited partnership units of Norcraft Holdings L.P.; and (iv) the proceeds received by Norcraft Holdings L.P. from the transactions referred to in the foregoing clauses (i) and (iiSuccessor) will be used continue to pay a portion of guarantee the consideration for the Acquisition and/or will be contributed to the Company as described in the Offering Memorandum (the transactions referred to in clauses (i) through (iii), the "Equity Financing"). In addition, on the Closing Date the Company will repay all outstanding borrowings under the Company's existing senior secured credit facility (the "Existing Credit Agreement") and enter into a new $70.0 million senior secured credit facility (the "New Credit Agreement") with UBS AG, Stamford Branch, as administrative agent and the lenders party thereto (collectively, the "Refinancing") as described in the Offering Memorandum. The offering of the Original Notes, the Equity Financing, the Refinancing, the Acquisition, the employment of Xxxx Xxxxxx by the Company on the terms set forth in the Offering Memorandum and the payment of fees and expenses relating to the foregoing are collectively referred to as the "Transactions." The Note Documents, the New Credit Agreement and the letters of credit, notes, security documents and other agreements relating thereto and the documents relating to the Acquisition and the Equity Financing are collectively referred to herein as the "Transaction Documents." Simultaneous with the closing of the Transactions, the Company and the Guarantor shall each enter into a joinder agreement (the "Joinder Agreement") to this Agreement, substantially in the form of Exhibit A hereto, pursuant to which each such entity will observe and perform all of the rights, obligations and liabilities of an Issuer as provided in this Agreement as if it were an original signatory hereto. Upon effectiveness of the Joinder Agreement with respect to the Company and the Guarantor, Holdings shall be fully and unconditionally released from all rights, obligations and liabilities hereunder and all such rights, obligations and liabilities shall thereafter be the rights, obligations and liabilities of the Company, the Co-Issuer and the Guarantor.

Issuance of Notes. Upon consummation of the acquisition Leiner Merger Corporation, a Delaware corporation (the "Acquisition") by Holdings of 100% of the outstanding membership units of Norcraft Companies, L.P. (the "Company") on the terms set forth in that certain Unit Purchase Agreement, dated as of August 29, 2003, among Holdings' predecessor, the Company's predecessor and the sellers and sellers' representatives named therein (as amended on October 3, 2003, the "UPA"“Mergeco”), the Company and the Co-Issuer propose proposes to issue and sell to UBS Securities LLC (the "“Representative"”) and Wachovia Capital Markets, Credit Suisse First Boston LLC and Xxxxxx Xxxxxxx & Co. Incorporated (together with the Representative, the "“Initial Purchasers"”) $150,000,000 aggregate principal amount of 911% Senior Subordinated Notes due 2011 2012 (the "“Original Notes"”). As part of the Recapitalization (as defined below) of Xxxxxx Health Products Inc., a Delaware corporation (the “Company”), Mergeco will be merged with and into the Company, with the Company as the surviving entity (the “Merger”). The Original Notes Securities will be issued pursuant to an indenture (the "“Indenture"”), to be dated the Closing Date (as defined herein), by and among the Company, the Co-Issuer, the Guarantor (as defined below) between Mergeco and U.S. Bank National Association, as trustee (the "“Trustee"”). The Company's Company will succeed to Mergeco’s obligations under the Original Notes and the Indenture by operation of law and such obligations will be be, jointly and severally, unconditionally guaranteed (the "Guarantee") “Guarantees”), on an unsecured a senior subordinated basis basis, by Norcraft Canada Corporationboth of Xxxxxx Health Services Corp., a Nova Scotia unlimited Delaware corporation, and Xxxxxx Health Products, LLC, a Delaware limited liability company that will be contributed to company, upon consummation of the Company after Merger as described in Section 18 hereof (collectively, the date of this Agreement (the "Guarantor" “Guarantors,” and, together with HoldingsMergeco, the Company and “Issuers”) pursuant to a supplemental indenture (the Co-Issuer, the "Issuers"; provided, that with respect to any right, obligation or agreement set forth in this Agreement that is “Supplemental Indenture”) to be performed (i) prior to the execution dated as of the Joinder Agreement (as defined below) Closing Date by the Company and the Guarantor, the term Issuers shall refer only to Holdings and the Co-Issuer and (ii) following the execution of the Joinder Agreement by the Company and the Guarantor, the term Issuers shall refer only to among the Company, the Co-Issuer Guarantors and the Guarantor). All references herein to the Original Notes include the related Guarantee, unless the context otherwise requires. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the IndentureTrustee. The Original Notes and the Guarantees are referred to herein as the “Securities.” The Securities will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the "“Act"”). The Issuers have prepared a preliminary offering memorandum, dated September 30as of May 10, 2003 2004 (the "“Preliminary Offering Memorandum"”), and a final offering memorandum dated October 10, 2003 and available for distribution on or about as of the date hereof (the "“Offering Memorandum"”) relating to the Issuers and the Original NotesSecurities. The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Purchase Agreement (this "“Agreement"”) has been executed and delivered, to resell (the "“Exempt Resales"”) the Original Notes purchased by the Initial Purchasers under this Agreement Securities in private sales exempt from registration under the Act on the terms set forth in the Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchasers reasonably believe to be "“qualified institutional buyers," ” (“QIBs”), as defined in Rule 144A under the Act ("QIBs"“Rule 144A”), in accordance with Rule 144A and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act; Act (“Regulation S”) in accordance with Regulations S (the persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the "Eligible Purchasers." Upon issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Act, the Original Notes shall bear the legend relating thereto set forth under "Notice to investors" in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the registration rights set forth in the registration rights agreement (the "Registration Rights Agreement") to be dated the Closing Date in form and substance reasonably satisfactory to the Initial Purchasers and conforming to the description thereof in the Offering Memorandum, for so long as such Original Notes constitute "Registrable Notes" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Issuers will agree to (i) file with the Securities and Exchange Commission (the "Commission") under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement under the Act (the "Exchange Offer Registration Statement") relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), the "Exchange Notes" and, together with the Original Notes, the "Notes," which term includes any guarantee thereof by the Guarantor) to be offered in exchange for the Original Notes (the "Exchange Offer") and issued under the Indenture or an indenture substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders of the Original Notes, and (ii) use reasonable best efforts to cause such Registration Statements to be declared effective. This Agreement, the Original Notes, the Guarantee, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "Note Documents“Eligible Purchasers”)." The Original Notes are being offered and sold by the Company and the Co-Issuer in connection with the consummation of the Acquisition. In connection with the Acquisition, (i) an investor group led by SKM Equity Fund III, L.P. and Trimaran Fund II, L.L.C., will contribute cash to Norcraft Holdings L.P. in return for its limited partnership units; (ii) Xxxx Xxxxxx and his relatives will contribute cash and 100% of the outstanding equity interests of the Guarantor (which shall be the owner of the Winnipeg manufacturing facility described in the Offering Memorandum); (iii) certain members of the Company's senior management will exchange a portion of their membership units in the Company for limited partnership units of Norcraft Holdings, L.P. and exchange all or a portion of cash bonuses relating to the Acquisition in consideration for the right to receive additional limited partnership units of Norcraft Holdings L.P.; and (iv) the proceeds received by Norcraft Holdings L.P. from the transactions referred to in the foregoing clauses (i) and (ii) will be used to pay a portion of the consideration for the Acquisition and/or will be contributed to the Company as described in the Offering Memorandum (the transactions referred to in clauses (i) through (iii), the "Equity Financing"). In addition, on the Closing Date the Company will repay all outstanding borrowings under the Company's existing senior secured credit facility (the "Existing Credit Agreement") and enter into a new $70.0 million senior secured credit facility (the "New Credit Agreement") with UBS AG, Stamford Branch, as administrative agent and the lenders party thereto (collectively, the "Refinancing") as described in the Offering Memorandum. The offering of the Original Notes, the Equity Financing, the Refinancing, the Acquisition, the employment of Xxxx Xxxxxx by the Company on the terms set forth in the Offering Memorandum and the payment of fees and expenses relating to the foregoing are collectively referred to as the "Transactions." The Note Documents, the New Credit Agreement and the letters of credit, notes, security documents and other agreements relating thereto and the documents relating to the Acquisition and the Equity Financing are collectively referred to herein as the "Transaction Documents." Simultaneous with the closing of the Transactions, the Company and the Guarantor shall each enter into a joinder agreement (the "Joinder Agreement") to this Agreement, substantially in the form of Exhibit A hereto, pursuant to which each such entity will observe and perform all of the rights, obligations and liabilities of an Issuer as provided in this Agreement as if it were an original signatory hereto. Upon effectiveness of the Joinder Agreement with respect to the Company and the Guarantor, Holdings shall be fully and unconditionally released from all rights, obligations and liabilities hereunder and all such rights, obligations and liabilities shall thereafter be the rights, obligations and liabilities of the Company, the Co-Issuer and the Guarantor.

Issuance of Notes. Upon consummation of the acquisition (the "Acquisition") by Holdings of 100% of the outstanding membership units of Norcraft Companies, L.P. (the "Company") on Subject to the terms set forth in that certain Unit Purchase Agreement, dated as of August 29, 2003, among Holdings' predecessorand conditions herein contained, the Company's predecessor and the sellers and sellers' representatives named therein (as amended on October 3, 2003, the "UPA"), the Company and the Co-Stage I Issuer propose proposes to issue and sell to UBS Securities the initial purchasers listed on Schedule I hereto (the “Initial Purchasers”), for whom Xxxxxxxxx LLC (the "Representative"“Jefferies”) and Wachovia Capital Marketsis acting as representative, LLC (together with the Representative, the "Initial Purchasers") $150,000,000 100,000,000 aggregate principal amount of 912.125% Senior Subordinated Secured Notes due 2011 2018 (each a “Stage I Note” and, collectively, the "Original “Stage I Notes"”). The Original Stage I Notes will be issued pursuant to an indenture (the "“Stage I Indenture"”), to be dated as of June 13, 2013, by and between the Closing Date Stage I Issuer and Xxxxx Fargo Bank, N.A., as trustee (in such capacity, the “Stage I Trustee”). The proceeds of the Stage I Notes will be used to (i) finance the acquisition of Multiband Corporation and its subsidiaries (each, a “Multiband Entity” and collectively, “Multiband”) pursuant to the Agreement and Plan of Merger, dated as of May 21, 2013 (the “Merger Agreement”), among the Company, Manatee Merger Sub Corporation, a Minnesota corporation (“Merger Sub”), and Multiband Corporation (the “Acquisition”), as well as to pay related fees and expenses, in each case, as described under the captions “Use of Proceeds” and “The Transactions” in the Final Offering Memorandum (as hereinafter defined). Capitalized terms used, but not defined herein, shall have the meanings set forth in the “Description of the Notes” section of the Final Offering Memorandum. The Stage I Issuer will be required to place the net proceeds of the Offering, together with capital contributions from the Company to the Stage I Issuer made on the date of the consummation of the Offering, the sum of which shall be sufficient to pay the redemption price for such Stage I Notes as set forth in the Final Offering Memorandum and interest on the Stage I Notes through January 31, 2014 (such amount, the “Required Escrow Deposit”), into an escrow account maintained by the Stage I Collateral Trustee (the “Escrow Account”) to secure the Stage I Notes pursuant to the escrow and security agreement, to be dated as of June 13, 2013 (the “Escrow Agreement”), among the Stage I Issuer, the Stage I Trustee and Xxxxx Fargo Bank, N.A., as escrow agent (in such capacity, the “Stage I Collateral Trustee”). Contemporaneously with the consummation of the Acquisition, (i) the Stage I Issuer will merge with and into the Company at which time the Company will, pursuant to a supplemental indenture to the Stage I Indenture, assume the obligations of the Stage I Issuer under the Stage I Notes and the Stage I Indenture and become the Stage I Issuer under the Stage I Indenture and (ii) the Company, as the Stage I Issuer, will redeem all of the Stage I Notes by issuing in exchange therefor the Company’s 12.125% Senior Secured Notes due 2018 (the “Stage II Notes” and, together with the Stage I Notes, the “Notes”) to be issued under that certain indenture (the “Existing Indenture” and, together with the Stage I Indenture, the “Indentures”), dated as of June 23, 2011, as amended by the First Supplemental Indenture thereto (the “First Supplemental Indenture”), dated as of May 22, 2013, by and among the Company, the Co-Issuerguarantors party thereto and Xxxxx Fargo Bank, the Guarantor (as defined below) and U.S. Bank National AssociationN.A., as trustee (in such capacity, the "“Stage II Trustee"). The Company's obligations under the Original Notes will be unconditionally guaranteed (the "Guarantee") on an unsecured senior subordinated basis by Norcraft Canada Corporation, a Nova Scotia unlimited liability company that will be contributed to the Company after the date of this Agreement (the "Guarantor" ” and, together with Holdingsthe Stage I Trustee, each a “Trustee”) in an aggregate principal amount equal to the aggregate principal amount of such Stage I Notes (the “Stage II Notes Exchange Redemption”). The Stage II Notes will form part of the same issue as, and be treated as a single class with, the Company and Company’s previously issued $225,000,000 aggregate principal amount of 12.125% Senior Secured Notes due 2018 (the Co-Issuer, “Existing Xxxxxxx Notes”) issued under the "Issuers"; provided, that with respect to any right, obligation or agreement set forth in this Agreement that is to be performed (i) prior to the execution of the Joinder Agreement (as defined below) by the Company and the Guarantor, the term Issuers shall refer only to Holdings and the Co-Issuer and (ii) following the execution of the Joinder Agreement by the Company and the Guarantor, the term Issuers shall refer only to the Company, the Co-Issuer and the Guarantor). All references herein to the Original Notes include the related Guarantee, unless the context otherwise requires. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Existing Indenture. The Original Stage II Notes will be guaranteed by all of the Company’s existing and future Domestic Subsidiaries (other than Immaterial Subsidiaries of the Company but including, for the avoidance of doubt, upon execution of a supplemental indenture and a Notation of Guarantee promptly following the consummation of the Acquisition, Multiband and its Domestic Subsidiaries (other than Immaterial Subsidiaries)) (the “Guarantors,” and such guarantees, the “Guarantees” and, together with the Stage II Notes, the “Stage II Securities” and, together with the Stage I Notes, the “Securities”). The Stage I Notes will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under of the Securities Act of 1933, as amended amended, and the rules and regulations of the Securities and Exchange Commission (the "“SEC”) thereunder (collectively, the “Securities Act"”). The Issuers have prepared a preliminary offering memorandumUpon original issuance thereof, dated September 30, 2003 (the "Preliminary Offering Memorandum"), and a final offering memorandum dated October 10, 2003 and available for distribution on or about the date hereof (the "Offering Memorandum") relating to the Issuers and the Original Notes. The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Purchase Agreement (this "Agreement") has been executed and delivered, to resell (the "Exempt Resales") the Original Notes purchased by the Initial Purchasers under this Agreement in private sales exempt from registration under the Act on the terms set forth in the Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchasers reasonably believe to be "qualified institutional buyers," as defined in Rule 144A under the Act ("QIBs"), and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act; the persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the "Eligible Purchasers." Upon issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Original Stage I Notes shall bear the legend relating thereto set forth under "Notice to investors" in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the registration rights legends set forth in the registration rights agreement final offering memorandum, dated the date hereof (the "Registration Rights Agreement") to be dated the Closing Date in form and substance reasonably satisfactory to the Initial Purchasers and conforming to the description thereof in the “Final Offering Memorandum, for so long as such Original Notes constitute "Registrable Notes" (as defined in the Registration Rights Agreement”). Pursuant to Further, upon original issuance of the Registration Rights AgreementStage II Notes in connection with the Stage II Notes Exchange Redemption, and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Issuers will agree to (i) file with Stage II Notes shall bear the Securities and Exchange Commission (the "Commission") under the circumstances legends set forth in the Registration Rights AgreementFinal Offering Memorandum. The Company has prepared a preliminary offering memorandum, dated May 30, 2013 (the “Preliminary Offering Memorandum”), (aii) a registration statement under pricing term sheet, dated the Act (date hereof, attached hereto as Schedule II, which includes pricing terms and other information with respect to the "Exchange Offer Registration Statement") relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), the "Exchange Notes" and, together with the Original Notes, the "Notes," which term includes any guarantee thereof by the Guarantor) to be offered in exchange for the Original Stage I Notes (the "Exchange Offer"“Pricing Supplement”), and (iii) and issued under the Indenture or an indenture substantially identical to the Indenture and/or (b) under certain circumstances set forth Final Offering Memorandum, in the Registration Rights Agreementeach case, a shelf registration statement pursuant to Rule 415 under the Act (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders offer and sale of the Original Notes, and Stage I Notes (iithe “Offering”). All references in this Purchase Agreement (this “Agreement”) use reasonable best efforts to cause such Registration Statements to be declared effective. This Agreementthe Preliminary Offering Memorandum, the Original NotesTime of Sale Document or the Final Offering Memorandum include, the Guarantee, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "Note Documents." The Original Notes are being offered and sold by the Company and the Co-Issuer in connection with the consummation of the Acquisition. In connection with the Acquisitionunless expressly stated otherwise, (i) an investor group led by SKM Equity Fund IIIall amendments or supplements thereto, L.P. and Trimaran Fund II, L.L.C., will contribute cash to Norcraft Holdings L.P. in return for its limited partnership units; (ii) Xxxx Xxxxxx all documents, financial statements and his relatives will contribute cash schedules and 100% of the outstanding equity interests of the Guarantor (which shall be the owner of the Winnipeg manufacturing facility described in the Offering Memorandum); other information contained therein, (iii) certain members any electronic Time of the Company's senior management will exchange a portion of their membership units in the Company for limited partnership units of Norcraft Holdings, L.P. and exchange all Sale Document or a portion of cash bonuses relating to the Acquisition in consideration for the right to receive additional limited partnership units of Norcraft Holdings L.P.; Final Offering Memorandum and (iv) the proceeds received by Norcraft Holdings L.P. from the transactions referred any offering memorandum “wrapper” to in the foregoing clauses (i) and (ii) will be used in connection with offers to pay a portion sell, solicitations of offers to buy or sales of the consideration for the Acquisition and/or will be contributed to the Company as described Stage I Notes in the Offering Memorandum (the transactions referred to in clauses (i) through (iii), the "Equity Financing"). In addition, on the Closing Date the Company will repay all outstanding borrowings under the Company's existing senior secured credit facility (the "Existing Credit Agreement") and enter into a new $70.0 million senior secured credit facility (the "New Credit Agreement") with UBS AG, Stamford Branch, as administrative agent and the lenders party thereto (collectively, the "Refinancing") as described in the Offering Memorandumnon-U.S. jurisdictions. The offering of the Original Notes, the Equity Financing, the Refinancing, the Acquisition, the employment of Xxxx Xxxxxx by the Company on the terms set forth in the Preliminary Offering Memorandum and the payment of fees and expenses relating to the foregoing are collectively referred to as the "Transactions." The Note Documents, the New Credit Agreement and the letters of credit, notes, security documents and other agreements relating thereto and the documents relating to the Acquisition and the Equity Financing Pricing Supplement are collectively referred to herein as the "Transaction Documents“Time of Sale Document." Simultaneous with the closing of the Transactions, the Company and the Guarantor shall each enter into a joinder agreement (the "Joinder Agreement") to this Agreement, substantially in the form of Exhibit A hereto, pursuant to which each such entity will observe and perform all of the rights, obligations and liabilities of an Issuer as provided in this Agreement as if it were an original signatory hereto. Upon effectiveness of the Joinder Agreement with respect to the Company and the Guarantor, Holdings shall be fully and unconditionally released from all rights, obligations and liabilities hereunder and all such rights, obligations and liabilities shall thereafter be the rights, obligations and liabilities of the Company, the Co-Issuer and the Guarantor.”

Issuance of Notes. Upon consummation of the acquisition (the "Acquisition") by Holdings of 100% of the outstanding membership units of Norcraft Companies, L.P. (the "Company") on the terms set forth in that certain Unit Purchase Agreement, dated as of August 29, 2003, among Holdings' predecessor, the Company's predecessor and the sellers and sellers' representatives named therein (as amended on October 3, 2003, the "UPA"), the The Company and the Co-Issuer propose proposes to issue and sell to UBS Securities LLC, RBC Dominion Securities Corporation, ABN AMRO Incorporated, CIBC World Markets Corp., TD Securities (USA) Inc. and Xxxxx Fargo Securities LLC (the "Representative") and Wachovia Capital Markets, LLC (together with the Representative, the "Initial Purchasers") $150,000,000 200,000,000 aggregate principal amount of 98 3/4% Senior Subordinated Notes due 2011 2013 (the "Original Notes"). The Original Notes will be issued pursuant to an indenture (the "Indenture"), to be dated the Closing Date (as defined herein), by and among the Company, the Co-IssuerGuarantors and Xxxxx Fargo Bank Minnesota, the Guarantor (as defined below) and U.S. Bank National AssociationN.A., as trustee (the "Trustee"). The Company's obligations under the Original Notes will be unconditionally guaranteed (the "GuaranteeGuarantees") on an unsecured senior subordinated basis by Norcraft Canada Corporationthe guarantors listed on Schedule I hereto (collectively, a Nova Scotia unlimited liability company that will be contributed to the Company after the date of this Agreement (the "GuarantorGuarantors" and, together with Holdings, the Company and the Co-IssuerCompany, the "Issuers"; provided, that with respect to any right, obligation or agreement set forth in this Agreement that is to be performed (i) prior to the execution of the Joinder Agreement (as defined below) by the Company and the Guarantor, the term Issuers shall refer only to Holdings and the Co-Issuer and (ii) following the execution of the Joinder Agreement by the Company and the Guarantor, the term Issuers shall refer only to the Company, the Co-Issuer and the Guarantor). All references herein to the Original Notes include the related GuaranteeGuarantees, unless the context otherwise requires. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Indenture. The Original Notes will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the "Act"). The Issuers have prepared a preliminary offering memorandum, dated September May 30, 2003 (including, with respect to sales in Canadian provinces (the provinces in which sales are made being referred to collectively as the "Relevant Provinces"), the preliminary Canadian offering memorandum dated May 30, 2003) (the "Preliminary Offering Memorandum"), and a final offering memorandum (including, with respect to sales in the Relevant Provinces, the final Canadian offering memorandum dated October 10June 13, 2003 2003) and available for distribution on or about the date hereof (the "Offering Memorandum") relating to the Issuers Company, the Guarantors and the Original Notes. The Initial Purchasers have advised the Issuers Company that the Initial Purchasers intend, as soon as they deem practicable after this Purchase Agreement (this "Agreement") has been executed and delivered, to resell (the "Exempt Resales") the Original Notes purchased by the Initial Purchasers under this Agreement in private sales exempt from registration under the Act Act, and without the filing of a prospectus with any Securities Commission in Canada or similar regulatory authority ("Canadian Securities Regulator") under the securities legislation of any province of Canada (collectively, the "Canadian Securities Laws"), in reliance upon exemptions from the prospectus requirements of the applicable Canadian Securities Laws, on the terms set forth in the Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchasers reasonably believe to be "qualified institutional buyers," as defined in Rule 144A under the Act ("QIBs"), and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act, and (iii) persons in Canada and to residents of Canada, in transactions which are exempt from the prospectus requirements of applicable Canadian Securities Laws; the persons specified in clauses (i), (ii) and (iiiii) are sometimes collectively referred to herein as the "Eligible Purchasers." Upon issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Act, the Original Notes shall bear the legend relating thereto set forth under "Notice to investorsInvestors" in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the registration rights set forth in the registration rights agreement (the "Registration Rights Agreement") to be dated the Closing Date in form and substance reasonably satisfactory to the Initial Purchasers and conforming to the description thereof in the Offering Memorandum, for so long as such Original Notes constitute "Registrable Notes" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Issuers will agree to (i) file with the Securities and Exchange Commission (the "Commission") under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement under the Act (the "Exchange Offer Registration Statement") relating to a new issue of debt securities (collectively collectively, with the Private Exchange Notes (as defined in the Registration Rights Agreement), the "Exchange Notes" and, together with the Original Notes, the "Notes," which term includes any guarantee thereof by the Guarantorguarantees related thereto) to be offered in exchange for the Original Notes (the "Exchange Offer") and issued under the Indenture or an indenture substantially identical to and representing the Indenture same continuing indebtedness as the Original Notes and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders of the Original Notes, and (ii) to use their reasonable best efforts to cause such Registration Statements to be declared effective. This Agreement, the Original Notes, the Guarantee, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "Note Documents." The Original Notes are being offered and sold by the Company and in order to apply the Co-Issuer in connection with the consummation of the Acquisition. In connection with the Acquisition, (i) an investor group led by SKM Equity Fund III, L.P. and Trimaran Fund II, L.L.C., will contribute cash to Norcraft Holdings L.P. in return for its limited partnership units; (ii) Xxxx Xxxxxx and his relatives will contribute cash and 100% of the outstanding equity interests of the Guarantor (which shall be the owner of the Winnipeg manufacturing facility described proceeds therefrom in the Offering Memorandum); (iii) certain members of the Company's senior management will exchange a portion of their membership units in the Company for limited partnership units of Norcraft Holdings, L.P. and exchange all or a portion of cash bonuses relating to the Acquisition in consideration for the right to receive additional limited partnership units of Norcraft Holdings L.P.; and (iv) the proceeds received by Norcraft Holdings L.P. from the transactions referred to in the foregoing clauses (i) and (ii) will be used to pay a portion of the consideration for the Acquisition and/or will be contributed to the Company as described in the Offering Memorandum (the transactions referred to in clauses (i) through (iii), the "Equity Financing"). In addition, on the Closing Date the Company will repay all outstanding borrowings under the Company's existing senior secured credit facility (the "Existing Credit Agreement") and enter into a new $70.0 million senior secured credit facility (the "New Credit Agreement") with UBS AG, Stamford Branch, as administrative agent and the lenders party thereto (collectively, the "Refinancing") as described manner set forth in the Offering Memorandum. The offering of the Original Notes, Notes and the Equity Financing, use of proceeds therefrom in the Refinancing, the Acquisition, the employment of Xxxx Xxxxxx by the Company on the terms manner set forth in the Offering Memorandum and on the payment of fees and expenses relating to the foregoing Closing Date (as defined below) are collectively referred to as the "Transactions." The Note Documents, the New Credit Agreement and the letters of credit, notes, security documents and other agreements relating thereto and the documents relating to the Acquisition and the Equity Financing are collectively referred to herein as the "Transaction Documents." Simultaneous with the closing of the Transactions, the Company and the Guarantor shall each enter into a joinder agreement (the "Joinder Agreement") to this Agreement, substantially in the form of Exhibit A hereto, pursuant to which each such entity will observe and perform all of the rights, obligations and liabilities of an Issuer as provided in this Agreement as if it were an original signatory hereto. Upon effectiveness of the Joinder Agreement with respect to the Company and the Guarantor, Holdings shall be fully and unconditionally released from all rights, obligations and liabilities hereunder and all such rights, obligations and liabilities shall thereafter be the rights, obligations and liabilities of the Company, the Co-Issuer and the Guarantor.

Issuance of Notes. Upon consummation of the acquisition (the "Acquisition") by Holdings of 100% of the outstanding membership units of Norcraft Companies, L.P. (the "Company") on Subject to the terms set forth in that certain Unit Purchase Agreement, dated as of August 29, 2003, among Holdings' predecessor, the Company's predecessor and the sellers and sellers' representatives named therein (as amended on October 3, 2003, the "UPA")conditions herein contained, the Company and the Co-Issuer propose proposes to issue and sell to UBS Securities LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and the other several initial purchasers named in Schedule I hereto (the "Representative") and Wachovia Capital Markets, LLC (together with the Representative, the "“Initial Purchasers") ”), $150,000,000 aggregate principal amount of 9the Company’s 6.125% Senior Subordinated Notes due 2011 2021 (each a “Note” and, collectively, the “Notes”) in connection with the offering and sale of the Notes as described herein (the "Original Notes"“Offering”). The Original Notes will be issued pursuant to an indenture (the "“Indenture"”), to be dated the Closing Date (as defined herein)of March 12, 2013, by and among the Company, the Co-Issuer, the Guarantor Guarantors (as defined belowhereinafter defined) party thereto and U.S. Bank National Association, as trustee (the "“Trustee"”). Xxxxxxx Xxxxx has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the Offering. The Company's obligations Company will use the net proceeds from the offering of the Notes in the manner described under the Original Notes will be unconditionally guaranteed (caption “Use of Proceeds” in the "Guarantee") on an unsecured senior subordinated basis by Norcraft Canada Corporation, a Nova Scotia unlimited liability company that will be contributed to the Company after the date Time of this Agreement (the "Guarantor" and, together with Holdings, the Company and the Co-Issuer, the "Issuers"; provided, that with respect to any right, obligation or agreement set forth in this Agreement that is to be performed (i) prior to the execution of the Joinder Agreement Sale Document (as defined below) by the Company and the Guarantor, the term Issuers shall refer only to Holdings and the Co-Issuer and (ii) following the execution of the Joinder Agreement by the Company and the Guarantor, the term Issuers shall refer only to the Company, the Co-Issuer and the Guarantor). All references herein to the Original Notes include the related Guarantee, unless the context otherwise requires. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Indenture. The Original Notes will be offered and sold to the Initial Purchasers pursuant to an exemption exemptions from the registration requirements under of the Securities Act of 1933, as amended amended, and the rules and regulations of the Securities and Exchange Commission (the "“SEC”) promulgated thereunder (collectively, the “Securities Act"”). The Issuers have prepared a preliminary offering memorandumUpon original issuance thereof, dated September 30, 2003 (the "Preliminary Offering Memorandum"), and a final offering memorandum dated October 10, 2003 and available for distribution on or about the date hereof (the "Offering Memorandum") relating to the Issuers and the Original Notes. The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Purchase Agreement (this "Agreement") has been executed and delivered, to resell (the "Exempt Resales") the Original Notes purchased by the Initial Purchasers under this Agreement in private sales exempt from registration under the Act on the terms set forth in the Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchasers reasonably believe to be "qualified institutional buyers," as defined in Rule 144A under the Act ("QIBs"), and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act; the persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the "Eligible Purchasers." Upon issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Original Notes shall bear the legend relating thereto legends substantially as set forth under "the “Notice to investors" in Investors” section of the final offering memorandum, dated the date hereof (the “Final Offering Memorandum”). Holders The Company has prepared (including subsequent transfereesi) of the Original Notes will have the registration rights set forth in the registration rights agreement a preliminary offering memorandum, dated March 4, 2013 (the "Registration Rights Agreement"“Preliminary Offering Memorandum”), (ii) to be a pricing term sheet, dated the Closing Date in form date hereof, attached hereto as Schedule II, which includes pricing terms and substance reasonably satisfactory other information with respect to the Initial Purchasers Notes (the “Pricing Supplement”), and conforming to (iii) the description thereof in the Final Offering Memorandum, for so long as such Original Notes constitute "Registrable Notes" (as defined in the Registration Rights Agreement). Pursuant each case relating to the Registration Rights Agreement, offer and sale of the Issuers will agree to (i) file with the Securities and Exchange Commission (the "Commission") under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement under the Act (the "Exchange Offer Registration Statement") relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), the "Exchange Notes" and, together with the Original Notes, the "Notes," which term includes any guarantee thereof by the Guarantor) to be offered in exchange for the Original Notes (the "Exchange Offer") and issued under the Indenture or an indenture substantially identical “Offering”). All references in this Agreement to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the "Shelf Registration Statement" and, together with the Exchange Offer Registration StatementPreliminary Offering Memorandum, the "Registration Statements") relating to Time of Sale Document or the resale by certain holders of the Original NotesFinal Offering Memorandum include, and (ii) use reasonable best efforts to cause such Registration Statements to be declared effective. This Agreement, the Original Notes, the Guarantee, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "Note Documents." The Original Notes are being offered and sold by the Company and the Co-Issuer in connection with the consummation of the Acquisition. In connection with the Acquisitionunless expressly stated otherwise, (i) an investor group led by SKM Equity Fund IIIall amendments or supplements thereto prepared by, L.P. and Trimaran Fund IIor approved in writing by, L.L.C.the Company, will contribute cash to Norcraft Holdings L.P. in return for its limited partnership units; (ii) Xxxx Xxxxxx all financial statements and his relatives will contribute cash schedules and 100% other information contained therein (and references in this Agreement to such information being “contained,” “included” or “stated” (and other references of like import) in the outstanding equity interests Preliminary Offering Memorandum, the Time of Sale Document or the Guarantor (which Final Offering Memorandum shall be the owner of the Winnipeg manufacturing facility described in the Offering Memorandumdeemed to mean all such information contained in, or incorporated by reference into, such documents); , (iii) certain members any electronic copy of the Company's senior management will exchange a portion Time of their membership units in the Company for limited partnership units of Norcraft Holdings, L.P. and exchange all Sale Document or a portion of cash bonuses relating to the Acquisition in consideration for the right to receive additional limited partnership units of Norcraft Holdings L.P.; Final Offering Memorandum and (iv) the proceeds received by Norcraft Holdings L.P. from the transactions referred any offering memorandum “wrapper” to in the foregoing clauses (i) and (ii) will be used in connection with offers to pay a portion sell, solicitations of offers to buy or sales of the consideration for the Acquisition and/or will be contributed to the Company as described Notes in the Offering Memorandum (the transactions referred to in clauses (i) through (iii), the "Equity Financing"). In addition, on the Closing Date the Company will repay all outstanding borrowings under the Company's existing senior secured credit facility (the "Existing Credit Agreement") and enter into a new $70.0 million senior secured credit facility (the "New Credit Agreement") with UBS AG, Stamford Branch, as administrative agent and the lenders party thereto (collectively, the "Refinancing") as described in the Offering Memorandumnon-U.S. jurisdictions. The offering of the Original Notes, the Equity Financing, the Refinancing, the Acquisition, the employment of Xxxx Xxxxxx by the Company on the terms set forth in the Preliminary Offering Memorandum and the payment of fees and expenses relating to the foregoing are collectively referred to as the "Transactions." The Note Documents, the New Credit Agreement and the letters of credit, notes, security documents and other agreements relating thereto and the documents relating to the Acquisition and the Equity Financing Pricing Supplement are collectively referred to herein as the "Transaction Documents“Time of Sale Document." Simultaneous with the closing of the Transactions, the Company and the Guarantor shall each enter into a joinder agreement (the "Joinder Agreement") to this Agreement, substantially in the form of Exhibit A hereto, pursuant to which each such entity will observe and perform all of the rights, obligations and liabilities of an Issuer as provided in this Agreement as if it were an original signatory hereto. Upon effectiveness of the Joinder Agreement with respect to the Company and the Guarantor, Holdings shall be fully and unconditionally released from all rights, obligations and liabilities hereunder and all such rights, obligations and liabilities shall thereafter be the rights, obligations and liabilities of the Company, the Co-Issuer and the Guarantor.”

Issuance of Notes. Upon consummation of the acquisition (the "Acquisition") by Holdings of 100% of the outstanding membership units of Norcraft Companies, L.P. (the "Company") on Subject to the terms set forth in that certain Unit Purchase Agreement, dated as of August 29, 2003, among Holdings' predecessor, the Company's predecessor and the sellers and sellers' representatives named therein (as amended on October 3, 2003, the "UPA")conditions herein contained, the Company and the Co-Issuer propose proposes to issue and sell to UBS Securities LLC Xxxxxxxxx & Company, Inc. and BMO Capital Markets Corp., as representatives of the other initial purchasers listed on Schedule I hereto (the "Representative") and Wachovia Capital Markets, LLC (together with the Representative, the "“Initial Purchasers") ”), $150,000,000 210,000,000 aggregate principal amount of 98.250% Senior Subordinated Notes due 2011 2018 (each a “Note” and, collectively, the "Original “Notes"”). The Original Notes will be issued pursuant to an indenture (the "“Indenture"”), to be dated the Closing Date (as defined herein)of February 14, 2011, by and among the Company, the Co-Issuer, the Guarantor (as defined below) Guarantors party thereto and U.S. Bank National Association, as trustee (the "“Trustee"”). The Company's obligations under the Original Notes will be unconditionally guaranteed (the "Guarantee") on an unsecured senior subordinated basis by Norcraft Canada Corporation, a Nova Scotia unlimited liability company that will be contributed to the Company after the date of this Agreement (the "Guarantor" and, together with Holdings, the Company and the Co-Issuer, the "Issuers"; provided, that with respect to any right, obligation or agreement set forth in this Agreement that is to be performed (i) prior to the execution of the Joinder Agreement (as defined below) by the Company and the Guarantor, the term Issuers shall refer only to Holdings and the Co-Issuer and (ii) following the execution of the Joinder Agreement by the Company and the Guarantor, the term Issuers shall refer only to the Company, the Co-Issuer and the Guarantor). All references herein to the Original Notes include the related Guarantee, unless the context otherwise requires. Capitalized terms used used, but not otherwise defined herein herein, shall have the meanings given to such terms set forth in the Indenture“Description of Notes” section of the Final Offering Memorandum (as hereinafter defined). The Original proceeds of the Notes will be used to finance the acquisition (the “Acquisition”) and related transactions, as described under the caption “The ASOP Acquisition” in the Final Offering Memorandum. The Notes will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under of the Securities Act of 1933, as amended amended, and the rules and regulations of the Securities and Exchange Commission (the "“SEC”) thereunder (collectively, the “Securities Act"”). The Issuers have prepared a preliminary offering memorandumUpon original issuance thereof, dated September 30, 2003 (the "Preliminary Offering Memorandum"), and a final offering memorandum dated October 10, 2003 and available for distribution on or about the date hereof (the "Offering Memorandum") relating to the Issuers and the Original Notes. The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Purchase Agreement (this "Agreement") has been executed and delivered, to resell (the "Exempt Resales") the Original Notes purchased by the Initial Purchasers under this Agreement in private sales exempt from registration under the Act on the terms set forth in the Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchasers reasonably believe to be "qualified institutional buyers," as defined in Rule 144A under the Act ("QIBs"), and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act; the persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the "Eligible Purchasers." Upon issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Original Notes shall bear the legend relating thereto set forth under "Notice to investors" in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the registration rights legends set forth in the registration rights agreement final offering memorandum, dated the date hereof (the "Registration Rights Agreement"“Final Offering Memorandum”). The Company has prepared a preliminary offering memorandum, dated January 31, 2011 (the “Preliminary Offering Memorandum”), (ii) to be a pricing term sheet, dated the Closing Date in form date hereof, attached hereto as Schedule II, which includes pricing terms and substance reasonably satisfactory other information with respect to the Initial Purchasers Notes (the “Pricing Supplement”), and conforming to (iii) the description thereof in the Final Offering Memorandum, for so long as such Original Notes constitute "Registrable Notes" (as defined in the Registration Rights Agreement). Pursuant each case, relating to the Registration Rights Agreement, offer and sale of the Issuers will agree to (i) file with the Securities and Exchange Commission (the "Commission") under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement under the Act (the "Exchange Offer Registration Statement") relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), the "Exchange Notes" and, together with the Original Notes, the "Notes," which term includes any guarantee thereof by the Guarantor) to be offered in exchange for the Original Notes (the "Exchange Offer") and issued under the Indenture or an indenture substantially identical “Offering”). All references in this Agreement to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the "Shelf Registration Statement" and, together with the Exchange Offer Registration StatementPreliminary Offering Memorandum, the "Registration Statements") relating to Time of Sale Document or the resale by certain holders of the Original NotesFinal Offering Memorandum include, and (ii) use reasonable best efforts to cause such Registration Statements to be declared effective. This Agreement, the Original Notes, the Guarantee, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "Note Documents." The Original Notes are being offered and sold by the Company and the Co-Issuer in connection with the consummation of the Acquisition. In connection with the Acquisitionunless expressly stated otherwise, (i) an investor group led by SKM Equity Fund IIIall amendments or supplements thereto, L.P. and Trimaran Fund II, L.L.C., will contribute cash to Norcraft Holdings L.P. in return for its limited partnership units; (ii) Xxxx Xxxxxx all documents, financial statements and his relatives will contribute cash schedules and 100% other information contained, incorporated by reference or deemed incorporated by reference therein (and references in this Agreement to such information being “contained,” “included” or “stated” (and other references of like import) in the outstanding equity interests Preliminary Offering Memorandum, the Time of Sale Document or the Guarantor (which Final Offering Memorandum shall be the owner of the Winnipeg manufacturing facility described in the Offering Memorandumdeemed to mean all such information contained, incorporated by reference or deemed incorporated by reference therein); , (iii) certain members any electronic Time of the Company's senior management will exchange a portion of their membership units in the Company for limited partnership units of Norcraft Holdings, L.P. and exchange all Sale Document or a portion of cash bonuses relating to the Acquisition in consideration for the right to receive additional limited partnership units of Norcraft Holdings L.P.; Final Offering Memorandum and (iv) the proceeds received by Norcraft Holdings L.P. from the transactions referred any offering memorandum “wrapper” to in the foregoing clauses (i) and (ii) will be used in connection with offers to pay a portion sell, solicitations of offers to buy or sales of the consideration for the Acquisition and/or will be contributed to the Company as described Notes in the Offering Memorandum (the transactions referred to in clauses (i) through (iii), the "Equity Financing"). In addition, on the Closing Date the Company will repay all outstanding borrowings under the Company's existing senior secured credit facility (the "Existing Credit Agreement") and enter into a new $70.0 million senior secured credit facility (the "New Credit Agreement") with UBS AG, Stamford Branch, as administrative agent and the lenders party thereto (collectively, the "Refinancing") as described in the Offering Memorandumnon-U.S. jurisdictions. The offering of the Original Notes, the Equity Financing, the Refinancing, the Acquisition, the employment of Xxxx Xxxxxx by the Company on the terms set forth in the Preliminary Offering Memorandum and the payment of fees and expenses relating to the foregoing are collectively referred to as the "Transactions." The Note Documents, the New Credit Agreement and the letters of credit, notes, security documents and other agreements relating thereto and the documents relating to the Acquisition and the Equity Financing Pricing Supplement are collectively referred to herein as the "Transaction Documents“Time of Sale Document." Simultaneous with the closing of the Transactions, the Company and the Guarantor shall each enter into a joinder agreement (the "Joinder Agreement") to this Agreement, substantially in the form of Exhibit A hereto, pursuant to which each such entity will observe and perform all of the rights, obligations and liabilities of an Issuer as provided in this Agreement as if it were an original signatory hereto. Upon effectiveness of the Joinder Agreement with respect to the Company and the Guarantor, Holdings shall be fully and unconditionally released from all rights, obligations and liabilities hereunder and all such rights, obligations and liabilities shall thereafter be the rights, obligations and liabilities of the Company, the Co-Issuer and the Guarantor.”

Issuance of Notes. Upon consummation of the acquisition (the "Acquisition") by Holdings of 100% of the outstanding membership units of Norcraft Companies, L.P. (the "Company") on the terms set forth in that certain Unit Purchase Agreement, dated as of August 29, 2003, among Holdings' predecessor, the Company's predecessor and the sellers and sellers' representatives named therein (as amended on October 3, 2003, the "UPA"), the Company and the Co-The Issuer propose proposes to issue and sell to UBS Securities Warburg LLC ("UBS Warburg"), Credit Suisse First Boston Corporation, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representativex (xxx "Representatives") xx the Xxxxial Purchasers listed in Schedule I attached hereto (the "Representative") and Wachovia Capital Markets, LLC (together with the Representative, the "Initial ---------- Purchasers") $150,000,000 225,000,000 aggregate principal amount of 98.125% Senior Subordinated Notes due 2011 2009 (the "Original Notes"). The Original Notes will be issued pursuant to an indenture (the "Indenture"), to be dated the Closing Date as of March 1, 2002 (as defined herein), by and among between the CompanyIssuer and Union Bank of California, the Co-Issuer, the Guarantor (as defined below) and U.S. Bank National AssociationN.A., as trustee (the "Trustee"). The Company's obligations under the Original Notes (as defined herein) will be unconditionally guaranteed guaranteed, on a senior subordinated basis, as to payment of principal, premium, if any, and interest, by the Guarantors (as defined herein) (the "GuaranteeGuarantees") on an unsecured senior subordinated basis by Norcraft Canada Corporation, a Nova Scotia unlimited liability company that will be contributed to the Company after the date of this Agreement (the "Guarantor" and, together with Holdings, the Company and the Co-Issuer, the "Issuers"; provided, that with respect to any right, obligation or agreement set forth in this Agreement that is to be performed (i) prior to the execution of the Joinder Agreement (as defined below) by the Company and the Guarantor, the term Issuers shall refer only to Holdings and the Co-Issuer and (ii) following the execution of the Joinder Agreement by the Company and the Guarantor, the term Issuers shall refer only to the Company, the Co-Issuer and the Guarantor). All references herein to the Original Notes include the related Guarantee, unless the context otherwise requires. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Indenture. In connection with the offering of the Notes, the Issuer will enter into an amendment to its credit agreement to be dated on or about the Closing Date (as so amended, the "Credit Agreement"). The lenders under the Credit Agreement will have the benefit of security interests in certain specified collateral granted by the Issuer and certain of its subsidiaries. The Original Notes will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the "Act"). The Issuers have prepared a preliminary offering memorandum, dated September 30, 2003 (the "Preliminary Offering Memorandum"), and a final offering memorandum dated October 10, 2003 and available for distribution on or about the date hereof (the "Offering Memorandum") relating to the Issuers and the Original Notes. The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Purchase Agreement (this "Agreement") has been executed and delivered, to resell (the "Exempt Resales") the Original Notes purchased by the Initial Purchasers under this Agreement in private sales exempt from registration under the Act on the terms set forth in the Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchasers reasonably believe to be "qualified institutional buyers," as defined in Rule 144A under the Act ("QIBs"), and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act; the persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the "Eligible Purchasers." Upon issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Act, the Original Notes shall bear the legend relating thereto set forth under "Notice to investors" in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the registration rights set forth in the registration rights agreement (the "Registration Rights Agreement") to be dated the Closing Date in form and substance reasonably satisfactory to the Initial Purchasers and conforming to the description thereof in the Offering Memorandum, for so long as such Original Notes constitute "Registrable Notes" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Issuers will agree to (i) file with the Securities and Exchange Commission (the "Commission") under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement under the Act (the "Exchange Offer Registration Statement") relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), the "Exchange Notes" and, together with the Original Notes, the "Notes," which term includes any guarantee thereof by the Guarantor) to be offered in exchange for the Original Notes (the "Exchange Offer") and issued under the Indenture or an indenture substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders of the Original Notes, and (ii) use reasonable best efforts to cause such Registration Statements to be declared effective. This Agreement, the Original Notes, the Guarantee, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "Note Documents." The Original Notes are being offered and sold by the Company and the Co-Issuer in connection with the consummation of the Acquisition. In connection with the Acquisition, (i) an investor group led by SKM Equity Fund III, L.P. and Trimaran Fund II, L.L.C., will contribute cash to Norcraft Holdings L.P. in return for its limited partnership units; (ii) Xxxx Xxxxxx and his relatives will contribute cash and 100% of the outstanding equity interests of the Guarantor (which shall be the owner of the Winnipeg manufacturing facility described in the Offering Memorandum); (iii) certain members of the Company's senior management will exchange a portion of their membership units in the Company for limited partnership units of Norcraft Holdings, L.P. and exchange all or a portion of cash bonuses relating to the Acquisition in consideration for the right to receive additional limited partnership units of Norcraft Holdings L.P.; and (iv) the proceeds received by Norcraft Holdings L.P. from the transactions referred to in the foregoing clauses (i) and (ii) will be used to pay a portion of the consideration for the Acquisition and/or will be contributed to the Company as described in the Offering Memorandum (the transactions referred to in clauses (i) through (iii), the "Equity Financing"). In addition, on the Closing Date the Company will repay all outstanding borrowings under the Company's existing senior secured credit facility (the "Existing Credit Agreement") and enter into a new $70.0 million senior secured credit facility (the "New Credit Agreement") with UBS AG, Stamford Branch, as administrative agent and the lenders party thereto (collectively, the "Refinancing") as described in the Offering Memorandum. The offering of the Original Notes, the Equity Financing, the Refinancing, the Acquisition, the employment of Xxxx Xxxxxx by the Company on the terms set forth in the Offering Memorandum and the payment of fees and expenses relating to the foregoing are collectively referred to as the "Transactions." The Note Documents, the New Credit Agreement and the letters of credit, notes, security documents and other agreements relating thereto and the documents relating to the Acquisition and the Equity Financing are collectively referred to herein as the "Transaction Documents." Simultaneous with the closing of the Transactions, the Company and the Guarantor shall each enter into a joinder agreement (the "Joinder Agreement") to this Agreement, substantially in the form of Exhibit A hereto, pursuant to which each such entity will observe and perform all of the rights, obligations and liabilities of an Issuer as provided in this Agreement as if it were an original signatory hereto. Upon effectiveness of the Joinder Agreement with respect to the Company and the Guarantor, Holdings shall be fully and unconditionally released from all rights, obligations and liabilities hereunder and all such rights, obligations and liabilities shall thereafter be the rights, obligations and liabilities of the Company, the Co-Issuer and the Guarantor.the

Issuance of Notes. Upon consummation of the acquisition (the "Acquisition") by Holdings of 100% of the outstanding membership units of Norcraft Companies, L.P. (the "Company") on the terms set forth in that certain Unit Purchase Agreement, dated as of August 29, 2003, among Holdings' predecessor, the Company's predecessor and the sellers and sellers' representatives named therein (as amended on October 3, 2003, the "UPA"), the Company and the Co-Issuer The Issuers propose to issue and sell to UBS Securities LLC (the "“Representative"”) and Wachovia Capital Markets, LLC (together with the Representative, Representative the "“Initial Purchasers"”) $150,000,000 118,000,000 aggregate principal amount at maturity of 99 3/4% Senior Subordinated Discount Notes due 2011 2012 (the "“Original Notes"”). The Original Notes will be issued pursuant to an indenture (the "“Indenture"”), to be dated the Closing Date (as defined herein), by and among the Company, the Co-Issuer, the Guarantor (as defined below) Issuers and U.S. Bank National Association, as trustee (the "“Trustee"”). The Company's obligations under the Original Notes will be unconditionally guaranteed (the "Guarantee") on an unsecured senior subordinated basis by Norcraft Canada Corporation, a Nova Scotia unlimited liability company that will be contributed to the Company after the date of this Agreement (the "Guarantor" and, together with Holdings, the Company and the Co-Issuer, the "Issuers"; provided, that with respect to any right, obligation or agreement set forth in this Agreement that is to be performed (i) prior to the execution of the Joinder Agreement (as defined below) by the Company and the Guarantor, the term Issuers shall refer only to Holdings and the Co-Issuer and (ii) following the execution of the Joinder Agreement by the Company and the Guarantor, the term Issuers shall refer only to the Company, the Co-Issuer and the Guarantor). All references herein to the Original Notes include the related Guarantee, unless the context otherwise requires. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Indenture. The Original Notes will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the "“Act"”). The Issuers have prepared a preliminary offering memorandum, dated September 30August 4, 2003 2004 (the "“Preliminary Offering Memorandum"”), and a final offering memorandum memorandum, dated October 10August 12, 2003 and 2004, which will be made available for distribution on or about the date hereof (the "“Offering Memorandum"”) relating to the Issuers and the Original Notes. The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Purchase Agreement (this "“Agreement"”) has been executed and delivered, to resell (the "“Exempt Resales"”) the Original Notes purchased by the Initial Purchasers under this Agreement in private sales exempt from registration under the Act on the terms set forth in the Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchasers reasonably believe to be "“qualified institutional buyers," ” as defined in Rule 144A under the Act ("“QIBs"”), and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act; the persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the "“Eligible Purchasers." ” Upon issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Act, the Original Notes shall bear the legend relating thereto set forth under "“Notice to investors" ” in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the registration rights set forth in the registration rights agreement (the "“Registration Rights Agreement"”) to be dated the Closing Date in form and substance reasonably satisfactory to the Initial Purchasers and conforming to the description thereof in the Offering Memorandum, for so long as such Original Notes constitute "“Registrable Notes" ” (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Issuers will agree to (i) file with the Securities and Exchange Commission (the "“Commission"”) under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement under the Act (the "“Exchange Offer Registration Statement"”) relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), the "“Exchange Notes" ” and, together with the Original Notes, the "“Notes," which term includes any guarantee thereof by the Guarantor”) to be offered in exchange for the Original Notes (the "“Exchange Offer"”) and issued under the Indenture or an indenture substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the "“Shelf Registration Statement" ” and, together with the Exchange Offer Registration Statement, the "“Registration Statements"”) relating to the resale by certain holders of the Original Notes, and (ii) use reasonable best efforts to cause such Registration Statements to be declared effective. This Agreement, the Original Notes, the Guarantee, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "“Note Documents." The ” In connection with the offer and sale of the Original Notes are being offered and sold by the Company Holdings and the Co-Issuer in connection with the consummation of the Acquisition. In connection with the AcquisitionIssuer, (i) an investor group led by SKM Equity Fund III, L.P. and Trimaran Fund II, L.L.C., Holdings will contribute cash transfer all of its assets to Norcraft Holdings L.P. in return for its Intermediate Holdings, L.P., a Delaware limited partnership units(“Newco”) (such transfer of assets, the “Contribution”); (ii) Xxxx Xxxxxx the Credit Agreement among Norcraft Companies, L.P, as Borrower, Holdings and his relatives will contribute cash and 100% of the outstanding equity interests of the Guarantor (which shall be the owner of the Winnipeg manufacturing facility described in the Offering Memorandum); (iii) certain members of the Company's senior management will exchange a portion of their membership units in the Company for limited partnership units of Norcraft Holdingsother guarantors party thereto, L.P. and exchange all or a portion of cash bonuses relating to the Acquisition in consideration for the right to receive additional limited partnership units of Norcraft Holdings L.P.; and (iv) the proceeds received by Norcraft Holdings L.P. from the transactions referred to in the foregoing clauses (i) and (ii) will be used to pay a portion of the consideration for the Acquisition and/or will be contributed to the Company as described in the Offering Memorandum (the transactions referred to in clauses (i) through (iii)Guarantors, the "Equity Financing"). In additionLenders party thereto from time to time, on the Closing Date the Company will repay all outstanding borrowings under the Company's existing senior secured credit facility (the "Existing Credit Agreement") UBS Securities LLC, as Bookmanager and enter into a new $70.0 million senior secured credit facility (the "New Credit Agreement") with Lead Arranger, Wachovia Bank, National Association, as Syndication Agent, Wachovia Capital Markets, LLC, as Co-Arranger, CIT Lending Services Corporation, as Documentation Agent, UBS Loan Finance, LLC, as Swingline Lender and UBS AG, Stamford Branch, as administrative agent Issuing Bank, Administrative Agent and Collateral Agent, dated as of October 21, 2003 (the lenders party thereto “Credit Agreement”) will be amended, Holdings will obtain the consent of the Required Lenders (as such term is defined in the Credit Agreement) to the Contribution and Holdings will be released from its guarantee under the Credit Agreement (collectively, the "Refinancing"“Credit Agreement Amendment”); and (iii) as described Newco will become a guarantor under the Credit Agreement (the “Newco Guarantee”). Prior to the Closing Date, Holdings will cause the Co-Issuer to execute and deliver a duly authorized joinder agreement in the Offering Memorandumform of Exhibit B attached hereto (the “Joinder Agreement”), and upon such execution and delivery this Agreement shall become fully binding upon and enforceable against Co-Issuer according to the terms hereof. On the Closing Date, or as soon as practicable thereafter, Holdings will use the proceeds of the offering of the Original Notes to make a distribution to its limited partners (the “Distribution”). The offering of the Original Notes, the Equity FinancingContribution, the RefinancingCredit Agreement Amendment, the AcquisitionNewco Guarantee, the employment Distribution, the execution and delivery of Xxxx Xxxxxx by the Company on the terms set forth in the Offering Memorandum Joinder Agreement and the payment of fees and expenses relating to the foregoing are collectively referred to as the "“Transactions." ” The Note Documents, the New Credit Agreement and the letters of credit, notes, security documents Documents and other agreements relating thereto and the documents relating to the Acquisition Contribution, the Credit Agreement Amendment, the Newco Guarantee the Distribution and the Equity Financing Joinder Agreement are collectively referred to herein as the "“Transaction Documents." Simultaneous with the closing of the Transactions, the Company and the Guarantor shall each enter into a joinder agreement (the "Joinder Agreement") to this Agreement, substantially in the form of Exhibit A hereto, pursuant to which each such entity will observe and perform all of the rights, obligations and liabilities of an Issuer as provided in this Agreement as if it were an original signatory hereto. Upon effectiveness of the Joinder Agreement with respect to the Company and the Guarantor, Holdings shall be fully and unconditionally released from all rights, obligations and liabilities hereunder and all such rights, obligations and liabilities shall thereafter be the rights, obligations and liabilities of the Company, the Co-Issuer and the Guarantor.”

Issuance of Notes. Upon consummation of the acquisition (the "Acquisition") by Holdings of 100% of the outstanding membership units of Norcraft Companies, L.P. (the "Company") on Subject to the terms set forth in that certain Unit Purchase Agreement, dated as of August 29, 2003, among Holdings' predecessor, the Company's predecessor and the sellers and sellers' representatives named therein (as amended on October 3, 2003, the "UPA")conditions herein contained, the Company and the Co-Issuer propose proposes to issue and sell to UBS Securities LLC (the "Representative") and Wachovia Capital Markets, LLC (together with the Representative, the "Initial Purchasers"i) $150,000,000 115,000,000 aggregate principal amount of 9its 12 1/2 % Senior Secured Notes due 2012 (each a “Senior Note” and, collectively, the “Senior Notes”) and (ii) $50,000,000 aggregate principal amount of its 14% Senior Subordinated Convertible Secured Notes due 2011 2013 (each an “Initial Convertible Note” and, collectively, the “Initial Convertible Notes”) to Xxxxxxxxx & Company, Inc. (the "Original “Initial Purchaser”). In addition, the Company has granted to the Initial Purchaser a 30-day option to purchase up to $7.5 million additional aggregate principal amount of the Convertible Notes (the “Optional Additional Convertible Notes"”). The Original Initial Convertible Notes and, if and to the extent purchased, the Optional Additional Convertible Notes, are collectively called the “Convertible Notes”. The Senior Notes and the Convertible Notes are collectively referred to as the “Notes”. The Convertible Notes will be in certain circumstances convertible into shares (the “Underlying Securities”) of common stock of the Company, par value $0.001 per share (the “Common Stock”). The Senior Notes will be issued pursuant to an indenture (the "“Senior Notes Indenture"”), to be dated the Closing Date (as defined herein)of October 1, 2007, by and among between the Company, the Co-Issuer, the Guarantor (as defined below) Company and U.S. The Bank National Associationof New York, as trustee (in such capacity, the "“Trustee"). The Company's obligations under ”) and collateral agent (in such capacity, the Original “Senior Collateral Agent”) and the Convertible Notes will be unconditionally guaranteed issued pursuant to an indenture (the "Guarantee") on an unsecured senior subordinated basis by Norcraft Canada Corporation, a Nova Scotia unlimited liability company that will be contributed to the Company after the date of this Agreement (the "Guarantor" “Convertible Notes Indenture” and, together with Holdingsthe Senior Notes Indenture, the “Indentures”), to be dated as of October 1, 2007, by and between the Company and the Co-IssuerBank of New York, as Trustee and collateral agent (in such capacity, the "Issuers"; provided, that “Convertible Collateral Agent,” and together with respect to any right, obligation or agreement set forth in this Agreement that is to be performed (i) prior to the execution of the Joinder Agreement (as defined below) by the Company and the GuarantorSenior Collateral Agent, the term Issuers shall refer only to Holdings and the Co-Issuer and (ii) following the execution of the Joinder Agreement by the Company and the Guarantor, the term Issuers shall refer only to the Company, the Co-Issuer and the Guarantor“Collateral Agents”). All references herein to the Original Notes include the related Guarantee, unless the context otherwise requires. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Indenture. The Original Notes will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the "Act"). The Issuers have prepared a preliminary offering memorandum, dated September 30, 2003 (the "Preliminary Offering Memorandum"), and a final offering memorandum dated October 10, 2003 and available for distribution on or about the date hereof (the "Offering Memorandum") relating to the Issuers and the Original Notes. The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Purchase Agreement (this "Agreement") has been executed and delivered, to resell (the "Exempt Resales") the Original Notes purchased by the Initial Purchasers under this Agreement in private sales exempt from registration under the Act on the terms set forth in the Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchasers reasonably believe to be "qualified institutional buyers," as defined in Rule 144A under the Act ("QIBs"), and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning “Description of Regulation S under the Act; the persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the "Eligible Purchasers." Upon issuance Notes—Certain Definitions” section of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Act, the Original Notes shall bear the legend relating thereto set forth under "Notice to investors" in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the registration rights set forth in the registration rights agreement (the "Registration Rights Agreement") to be dated the Closing Date in form and substance reasonably satisfactory to the Initial Purchasers and conforming to the description thereof in the Offering Memorandum, for so long as such Original Notes constitute "Registrable Notes" Circulars (as defined in the Registration Rights Agreementbelow). Pursuant to the Registration Rights Agreement, the Issuers will agree to (i) file with the Securities and Exchange Commission (the "Commission") under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement under the Act (the "Exchange Offer Registration Statement") relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), the "Exchange Notes" and, together with the Original Notes, the "Notes," which term includes any guarantee thereof by the Guarantor) to be offered in exchange for the Original Notes (the "Exchange Offer") and issued under the Indenture or an indenture substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders of the Original Notes, and (ii) use reasonable best efforts to cause such Registration Statements to be declared effective. This Agreement, the Original Notes, the Guarantee, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "Note Documents." The Original Notes are being offered and sold by the Company and the Co-Issuer in connection with the consummation of the Acquisition. In connection with the Acquisition, (i) an investor group led by SKM Equity Fund III, L.P. and Trimaran Fund II, L.L.C., will contribute cash to Norcraft Holdings L.P. in return for its limited partnership units; (ii) Xxxx Xxxxxx and his relatives will contribute cash and 100% of the outstanding equity interests of the Guarantor (which shall be the owner of the Winnipeg manufacturing facility described in the Offering Memorandum); (iii) certain members of the Company's senior management will exchange a portion of their membership units in the Company for limited partnership units of Norcraft Holdings, L.P. and exchange all or a portion of cash bonuses relating to the Acquisition in consideration for the right to receive additional limited partnership units of Norcraft Holdings L.P.; and (iv) the proceeds received by Norcraft Holdings L.P. from the transactions referred to in the foregoing clauses (i) and (ii) will be used to pay a portion of the consideration for the Acquisition and/or will be contributed to the Company as described in the Offering Memorandum (the transactions referred to in clauses (i) through (iii), the "Equity Financing"). In addition, on the Closing Date the Company will repay all outstanding borrowings under the Company's existing senior secured credit facility (the "Existing Credit Agreement") and enter into a new $70.0 million senior secured credit facility (the "New Credit Agreement") with UBS AG, Stamford Branch, as administrative agent and the lenders party thereto (collectively, the "Refinancing") as described in the Offering Memorandum. The offering of the Original Notes, the Equity Financing, the Refinancing, the Acquisition, the employment of Xxxx Xxxxxx by the Company on the terms set forth in the Offering Memorandum and the payment of fees and expenses relating to the foregoing are collectively referred to as the "Transactions." The Note Documents, the New Credit Agreement and the letters of credit, notes, security documents and other agreements relating thereto and the documents relating to the Acquisition and the Equity Financing are collectively referred to herein as the "Transaction Documents." Simultaneous with the closing of the Transactions, the Company and the Guarantor shall each enter into a joinder agreement (the "Joinder Agreement") to this Agreement, substantially in the form of Exhibit A hereto, pursuant to which each such entity will observe and perform all of the rights, obligations and liabilities of an Issuer as provided in this Agreement as if it were an original signatory hereto. Upon effectiveness of the Joinder Agreement with respect to the Company and the Guarantor, Holdings shall be fully and unconditionally released from all rights, obligations and liabilities hereunder and all such rights, obligations and liabilities shall thereafter be the rights, obligations and liabilities of the Company, the Co-Issuer and the Guarantor.

Issuance of Notes. Upon consummation of the acquisition (the "Acquisition") by Holdings of 100% of the outstanding membership units of Norcraft Companies, L.P. (the "Company") on the terms set forth in that certain Unit Purchase Agreement, dated as of August 29, 2003, among Holdings' predecessor, the Company's predecessor and the sellers and sellers' representatives named therein (as amended on October 3, 2003, the "UPA"), the Company and the Co-Issuer propose 1.1. Holdco 3 proposes to issue and sell to UBS Securities LLC (the "Representative") and Wachovia Capital Markets, LLC (together with the Representative, the "Initial Purchasers") Senior Notes Purchasers $150,000,000 105,000,000 aggregate principal amount of 911.00% Senior Notes due 2010 (the "SENIOR NOTES"). SFC proposes to issue and sell to the Convertible Notes Purchasers $75,000,000 aggregate principal amount of 10.25% Convertible Senior Subordinated Notes due 2011 2010 (the "Original CONVERTIBLE NOTES", together with the Senior Notes, the "NOTES"). The Original Senior Notes will be issued pursuant to an indenture (as amended, restated, supplemented and otherwise modified from time to time, the "IndentureSENIOR NOTES INDENTURE"), to be dated the Closing Date (as defined herein)of March 11, 2005, by and among Holdco 3, SFC, in its capacity as a guarantor thereunder (the "SENIOR NOTES GUARANTOR"), and certain other subsidiaries of Holdco 3 from time to time required to be guarantors thereunder, and The Bank of New York Trust Company, the Co-IssuerN.A., the Guarantor (as defined below) and U.S. Bank National Associationa national banking association, as indenture trustee (the "TrusteeTRUSTEE"). The Company's obligations under the Original Convertible Notes will be unconditionally guaranteed issued pursuant to an indenture (as amended, restated, supplemented and otherwise modified from time to time, the "CONVERTIBLE NOTES INDENTURE", together with the Senior Notes Indenture, the "INDENTURES"), to be dated as of March 11, 2005, by and among SFC, Holdco 3, in its capacity as a guarantor thereunder (the "GuaranteeCONVERTIBLE NOTES GUARANTOR") on an unsecured senior subordinated basis by Norcraft Canada Corporation, a Nova Scotia unlimited liability company that will be contributed to the Company after the date of this Agreement (the "Guarantor" and, together with Holdings, the Company and the Co-Issuer, the "Issuers"; provided, that with respect to any right, obligation or agreement set forth in this Agreement that is to be performed (i) prior to the execution of the Joinder Agreement (as defined below) by the Company and the Senior Notes Guarantor, the term Issuers shall refer only to Holdings and the Co-Issuer and (ii) following the execution of the Joinder Agreement by the Company and the Guarantor, the term Issuers shall refer only to the Company, the Co-Issuer and the Guarantor). All references herein to the Original Notes include the related Guarantee, unless the context otherwise requires. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Indenture. The Original Notes will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the "Act"). The Issuers have prepared a preliminary offering memorandum, dated September 30, 2003 (the "Preliminary Offering MemorandumGUARANTORS"), and a final offering memorandum dated October 10certain other subsidiaries of Holdco 3 from time to time required to be guarantors thereunder, 2003 and available for distribution on or about the date hereof (the "Offering Memorandum") relating Trustee. Pursuant to the Issuers and the Original Notes. The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Purchase Agreement (this "Agreement") has been executed and delivered, to resell (the "Exempt Resales") the Original Notes purchased by the Initial Purchasers under this Agreement in private sales exempt from registration under the Act on the terms set forth in the Offering MemorandumSenior Notes Indenture, as amended or supplemented, solely to (i) persons whom Senior Notes Guarantor will unconditionally guarantee on a senior unsecured basis the Initial Purchasers reasonably believe to be "qualified institutional buyers," as defined in Rule 144A obligations under the Act ("QIBs"), Senior Notes and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S obligations under the Act; the persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the "Eligible Purchasers." Upon issuance of the Original Senior Notes and until such time as the same is no longer required under the applicable requirements of the Act, the Original Notes shall bear the legend relating thereto set forth under "Notice to investors" in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the registration rights set forth in the registration rights agreement (the "Registration Rights Agreement") to be dated the Closing Date in form and substance reasonably satisfactory to the Initial Purchasers and conforming to the description thereof in the Offering Memorandum, for so long as such Original Notes constitute "Registrable Notes" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Issuers will agree to (i) file with the Securities and Exchange Commission (the "Commission") under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement under the Act (the "Exchange Offer Registration Statement") relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), the "Exchange Notes" and, together with the Original Notes, the "Notes," which term includes any guarantee thereof by the Guarantor) to be offered in exchange for the Original Notes (the "Exchange Offer") and issued under the Indenture or an indenture substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders of the Original Notes, and (ii) use reasonable best efforts to cause such Registration Statements to be declared effective. This Agreement, the Original Notes, the Guarantee, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "Note Documents." The Original Notes are being offered and sold by the Company and the Co-Issuer in connection with the consummation of the Acquisition. In connection with the Acquisition, (i) an investor group led by SKM Equity Fund III, L.P. and Trimaran Fund II, L.L.C., will contribute cash to Norcraft Holdings L.P. in return for its limited partnership units; (ii) Xxxx Xxxxxx and his relatives will contribute cash and 100% of the outstanding equity interests of the Guarantor (which shall be the owner of the Winnipeg manufacturing facility described in the Offering Memorandum); (iii) certain members of the Company's senior management will exchange a portion of their membership units in the Company for limited partnership units of Norcraft Holdings, L.P. and exchange all or a portion of cash bonuses relating to the Acquisition in consideration for the right to receive additional limited partnership units of Norcraft Holdings L.P.; and (iv) the proceeds received by Norcraft Holdings L.P. from the transactions referred to in the foregoing clauses (i) and (ii) will be used to pay a portion of the consideration for the Acquisition and/or will be contributed to the Company as described in the Offering Memorandum (the transactions referred to in clauses (i) through (iii), the "Equity Financing"). In addition, on the Closing Date the Company will repay all outstanding borrowings under the Company's existing senior secured credit facility (the "Existing Credit Agreement") and enter into a new $70.0 million senior secured credit facility (the "New Credit Agreement") with UBS AG, Stamford Branch, as administrative agent and the lenders party thereto (collectively, the "RefinancingSENIOR NOTES GUARANTY") as described in the Offering Memorandum). The offering of the Original Notes, the Equity Financing, the Refinancing, the Acquisition, the employment of Xxxx Xxxxxx by the Company on Pursuant to the terms set forth in the Offering Memorandum Convertible Notes Indenture, Convertible Notes Guarantor will unconditionally guarantee on a senior subordinated unsecured basis the obligations under the Convertible Notes and obligations under the payment of fees and expenses relating to the foregoing are collectively referred to as Convertible Notes Indenture (collectively, the "Transactions." The Note DocumentsCONVERTIBLE NOTES GUARANTY", together with the Senior Notes Guaranty, the New Credit Agreement and the letters of credit, notes, security documents and other agreements relating thereto and the documents relating to the Acquisition and the Equity Financing are collectively referred to herein as the "Transaction DocumentsGUARANTY")." Simultaneous with the closing of the Transactions, the Company and the Guarantor shall each enter into a joinder agreement (the "Joinder Agreement") to this Agreement, substantially in the form of Exhibit A hereto, pursuant to which each such entity will observe and perform all of the rights, obligations and liabilities of an Issuer as provided in this Agreement as if it were an original signatory hereto. Upon effectiveness of the Joinder Agreement with respect to the Company and the Guarantor, Holdings shall be fully and unconditionally released from all rights, obligations and liabilities hereunder and all such rights, obligations and liabilities shall thereafter be the rights, obligations and liabilities of the Company, the Co-Issuer and the Guarantor.

Issuance of Notes. Upon consummation of the acquisition (the "Acquisition") by Holdings of 100% of the outstanding membership units of Norcraft Companies, L.P. (the "Company") on Subject to the terms set forth in that certain Unit Purchase Agreement, dated as of August 29, 2003, among Holdings' predecessor, the Company's predecessor and the sellers and sellers' representatives named therein (as amended on October 3, 2003, the "UPA")conditions herein contained, the Company and the Co-Issuer propose proposes to issue and sell to UBS Securities LLC the several underwriters named in Schedule I hereto (the "Representative") “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 9 hereof), for whom Jxxxxxxxx & Company, Inc. and Wachovia Capital MarketsSandler O’Xxxxx & Partners, LLC L.P. are acting as representatives (together with the Representativein such capacity, the "Initial Purchasers") “Representatives”), $150,000,000 250,000,000 aggregate principal amount of 9the Company’s 5.000% Senior Subordinated Notes due 2011 2017 (each a “Note” and, collectively, the "Original “Notes"”). The Original Notes will be issued pursuant to an indenture Indenture (the "“Indenture"”), to be dated as of June 19, 2012, between the Closing Date (as defined herein)Company and Wilmington Trust, by and among the Company, the Co-Issuer, the Guarantor (as defined below) and U.S. Bank National Association, as trustee (the "“Trustee"”). The Company's obligations under the Original Notes will be unconditionally guaranteed issued to Cede & Co., as nominee of the Depository Trust Company (the "Guarantee"“DTC”) pursuant to an issuer letter of representation, dated on an unsecured senior subordinated basis by Norcraft Canada Corporationor about June 14, a Nova Scotia unlimited liability company that will be contributed to the Company after the date of this Agreement (the "Guarantor" and2012, together with Holdings, between the Company and DTC. The Company understands that the Co-Issuer, Underwriters propose to make a public offering of the "Issuers"; provided, that with respect to any right, obligation or agreement set forth in Notes (the “Offering”) as soon as the Representatives deem advisable after this Agreement that is to be performed has been executed and delivered. The Company has filed with the Securities and Exchange Commission (ithe “SEC”) prior to a registration statement on Form S-3 (No. 333-182041) covering the execution registration of the Joinder Agreement (as defined below) by sale of certain securities, including the Company and the GuarantorNotes, the term Issuers shall refer only to Holdings and the Co-Issuer and (ii) following the execution of the Joinder Agreement by the Company and the Guarantor, the term Issuers shall refer only to the Company, the Co-Issuer and the Guarantor). All references herein to the Original Notes include the related Guarantee, unless the context otherwise requires. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Indenture. The Original Notes will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended amended, including the rules and regulations of the SEC with respect thereto (the "“Securities Act"”), from time to time in accordance with Rule 415 under the Securities Act. The Issuers have prepared a preliminary offering memorandumSuch registration statement has been declared effective by the SEC and the Indenture has been duly qualified under the Trust Indenture Act of 1939, dated September 30as amended, 2003 and the rules and regulations of the SEC thereunder (collectively, the "Preliminary Offering Memorandum"“TIA”), and a final offering memorandum dated October 10, 2003 and available for distribution on or about the date hereof (the "Offering Memorandum") relating Company has filed such post-effective amendments thereto as may be required prior to the Issuers execution of this Agreement and each such post-effective amendment is effective under the Securities Act. Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus supplement in accordance with the provisions of Rule 430B under the Securities Act (“Rule 430B”) and paragraph (b) of Rule 424 under the Securities Act (“Rule 424(b)”). Any information included in such prospectus supplement that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to herein as “Rule 430B Information.” Each base prospectus and prospectus supplement used in connection with the offering of the Notes that omitted Rule 430B Information is referred to herein collectively as a “preliminary prospectus.” Such registration statement, at any given time, including any amendments thereto, including post-effective amendments, to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein at such time and the Original Notes. The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Purchase Agreement (this "Agreement") has been executed and delivered, documents otherwise deemed to resell (the "Exempt Resales") the Original Notes purchased be a part thereof or included therein by the Initial Purchasers under this Agreement in private sales exempt from registration under the Act on the terms set forth in the Offering MemorandumSecurities Act, as amended or supplemented, solely to (i) persons whom the Initial Purchasers reasonably believe to be "qualified institutional buyers," as defined in Rule 144A under the Act ("QIBs"), and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act; the persons specified in clauses (i) and (ii) are sometimes collectively is referred to herein as the "Eligible Purchasers." Upon issuance “Registration Statement;” provided, however, that the term “Registration Statement” without reference to a time means such registration statement as of the Original time of the first contract of sale for the Notes, which time shall be considered the “new effective date” of such registration statement with respect to the Underwriters and the Notes and until such time (within the meaning of Rule 430B(f)(2)); provided, further, that any registration statement filed pursuant to Rule 462(b) under the Securities Act is referred to herein as the same is no longer required under “Rule 462(b) Registration Statement”, and after such filing the applicable requirements term “Registration Statement” shall include the Rule 462(b) Registration Statement. The final base prospectus and the prospectus supplement, dated the date hereof, including the documents incorporated by reference therein, are referred to herein collectively as the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the Actforegoing shall be deemed to include any copy filed with the SEC pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“EXXXX”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus, the Original Notes shall bear Prospectus or the legend relating thereto set forth under "Notice to investors" in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the registration rights set forth in the registration rights agreement (the "Registration Rights Agreement") to be dated the Closing Date in form and substance reasonably satisfactory to the Initial Purchasers and conforming to the description thereof in the Offering Memorandum, for so long as such Original Notes constitute "Registrable Notes" General Disclosure Package (as defined herein) (or other references of like import) shall be deemed to include all such financial statements and schedules and other information which is incorporated by reference in the Registration Rights Statement, any preliminary prospectus, the Prospectus or the General Disclosure Package, as the case may be, prior to the execution of this Agreement). Pursuant ; and all references in this Agreement to amendments or supplements to the Registration Rights AgreementStatement, any preliminary prospectus, the Issuers will agree Prospectus or the General Disclosure Package shall be deemed to (i) file with include the filing of any document under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC thereunder (collectively, the “Exchange Commission (the "Commission") under the circumstances set forth Act”), which is incorporated by reference in the Registration Rights AgreementStatement, (a) a registration statement under the Act (the "Exchange Offer Registration Statement") relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement)such preliminary prospectus, the "Exchange Notes" andProspectus or the General Disclosure Package, together with as the Original Notescase may be, after the "Notes," which term includes any guarantee thereof by the Guarantor) to be offered in exchange for the Original Notes (the "Exchange Offer") and issued under the Indenture or an indenture substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights execution of this Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders of the Original Notes, and (ii) use reasonable best efforts to cause such Registration Statements to be declared effective. This Agreement, the Original Notes, the Guarantee, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "Note Documents." The Original Notes are being offered and sold by the Company and the Co-Issuer in connection with the consummation of the Acquisition. In connection with the Acquisition, (i) an investor group led by SKM Equity Fund III, L.P. and Trimaran Fund II, L.L.C., will contribute cash to Norcraft Holdings L.P. in return for its limited partnership units; (ii) Xxxx Xxxxxx and his relatives will contribute cash and 100% of the outstanding equity interests of the Guarantor (which shall be the owner of the Winnipeg manufacturing facility described in the Offering Memorandum); (iii) certain members of the Company's senior management will exchange a portion of their membership units in the Company for limited partnership units of Norcraft Holdings, L.P. and exchange all or a portion of cash bonuses relating to the Acquisition in consideration for the right to receive additional limited partnership units of Norcraft Holdings L.P.; and (iv) the proceeds received by Norcraft Holdings L.P. from the transactions referred to in the foregoing clauses (i) and (ii) will be used to pay a portion of the consideration for the Acquisition and/or will be contributed to the Company as described in the Offering Memorandum (the transactions referred to in clauses (i) through (iii), the "Equity Financing"). In addition, on the Closing Date the Company will repay all outstanding borrowings under the Company's existing senior secured credit facility (the "Existing Credit Agreement") and enter into a new $70.0 million senior secured credit facility (the "New Credit Agreement") with UBS AG, Stamford Branch, as administrative agent and the lenders party thereto (collectively, the "Refinancing") as described in the Offering Memorandum. The offering of the Original Notes, the Equity Financing, the Refinancing, the Acquisition, the employment of Xxxx Xxxxxx by the Company on the terms set forth in the Offering Memorandum and the payment of fees and expenses relating to the foregoing are collectively referred to as the "Transactions." The Note Documents, the New Credit Agreement and the letters of credit, notes, security documents and other agreements relating thereto and the documents relating to the Acquisition and the Equity Financing are collectively referred to herein as the "Transaction “Documents." Simultaneous with the closing of the Transactions”, the Company and the Guarantor shall each enter into a joinder agreement (transactions contemplated hereby and thereby are collectively referred to herein as the "Joinder Agreement") to this Agreement, substantially in the form of Exhibit A hereto, pursuant to which each such entity will observe and perform all of the rights, obligations and liabilities of an Issuer as provided in this Agreement as if it were an original signatory hereto. Upon effectiveness of the Joinder Agreement with respect to the Company and the Guarantor, Holdings shall be fully and unconditionally released from all rights, obligations and liabilities hereunder and all such rights, obligations and liabilities shall thereafter be the rights, obligations and liabilities of the Company, the Co-Issuer and the Guarantor“Transactions.”

Issuance of Notes. Upon consummation of the acquisition (the "Acquisition") by Holdings of 100% of the outstanding membership units of Norcraft Companies, L.P. (the "Company") on the terms set forth in that certain Unit Purchase Agreement, dated as of August 29, 2003, among Holdings' predecessor, the Company's predecessor and the sellers and sellers' representatives named therein (as amended on October 3, 2003, the "UPA"), the The Company and the Co-Issuer propose proposes to issue and sell to Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC, Xxxxxxx, Sachs & Co., UBS Securities LLC LLC, and Capital One Securities, Inc. (the "Representative"“Representatives”) and Wachovia Capital Markets, LLC the other entities listed on Schedule I hereto (together with the RepresentativeRepresentatives, the "“Initial Purchasers"”) $150,000,000 300,000,000 aggregate principal amount of 97.50% Senior Subordinated Notes due 2011 2021 (the "Original “Notes"”). The Original Company’s obligations under the Notes and the Indenture (as defined below) will be, jointly and severally, unconditionally guaranteed (the “Guarantees”), on a senior unsecured basis, by each of the Subsidiaries (as defined below) listed on the signature pages hereto (collectively, the “Guarantors,” and, together with the Company, the “Issuers”). The Notes and the Guarantees are referred to herein as the “Securities.” The Notes and Guarantees will be issued pursuant to an indenture (the "“Indenture"”), to be dated the Closing Date (as defined herein), by and among between the Company, the Co-Issuer, the Guarantor (as defined below) Issuers and U.S. Bank National Association, as trustee (the "“Trustee"”). The Company's obligations under the Original Notes will be unconditionally guaranteed (the "Guarantee") on an unsecured senior subordinated basis by Norcraft Canada Corporation, a Nova Scotia unlimited liability company that will be contributed to the Company after the date of this Agreement (the "Guarantor" and, together with Holdings, the Company and the Co-Issuer, the "Issuers"; provided, that with respect to any right, obligation or agreement set forth in this Agreement that is to be performed (i) prior to the execution of the Joinder Agreement (as defined below) by the Company and the Guarantor, the term Issuers shall refer only to Holdings and the Co-Issuer and (ii) following the execution of the Joinder Agreement by the Company and the Guarantor, the term Issuers shall refer only to the Company, the Co-Issuer and the Guarantor). All references herein to the Original Notes include the related Guarantee, unless the context otherwise requires. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Indenture. The Original Notes Securities will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the "“Act"”). The Issuers have prepared a preliminary offering memorandum, dated as of September 3017, 2003 2013, (together with the "documents incorporated by reference therein, the “Preliminary Offering Memorandum"”), and a pricing supplement thereto dated the date hereof and attached as Exhibit B hereto (the “Pricing Supplement”). The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after the execution of this Purchase Agreement (this “Agreement”), the Issuers will prepare a final offering memorandum dated October 10, 2003 and available for distribution on or about the date hereof (together with the "documents incorporated by reference therein, the “Final Offering Memorandum") relating ”). Unless stated to the Issuers contrary, any references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to refer to and include any information filed under the Original NotesSecurities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the date hereof and incorporated by reference therein, and any references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to refer to and include any information filed under the Exchange Act subsequent to the date hereof that is incorporated by reference therein. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” (or other references of like import) in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or Final Offering Memorandum shall be deemed to mean and include all such financial statements and schedules and other information which are incorporated by reference in the Pricing Disclosure Package or Final Offering Memorandum, as the case may be. The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Purchase Agreement (this "Agreement") has been executed and delivered, to resell (the "“Exempt Resales"”) the Original Notes purchased by the Initial Purchasers under this Agreement Securities in private sales exempt from registration under the Act on the terms set forth in the Offering Memorandum, as amended or supplementedPricing Disclosure Package, solely to (i) persons whom the Initial Purchasers reasonably believe to be "“qualified institutional buyers," ” (“QIBs”), as defined in Rule 144A under the Act ("QIBs"“Rule 144A”), in accordance with Rule 144A and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act; Act (“Regulation S”) in accordance with Regulations S (the persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the "Eligible Purchasers." Upon issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Act, the Original Notes shall bear the legend relating thereto set forth under "Notice to investors" in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the registration rights set forth in the registration rights agreement (the "Registration Rights Agreement") to be dated the Closing Date in form and substance reasonably satisfactory to the Initial Purchasers and conforming to the description thereof in the Offering Memorandum, for so long as such Original Notes constitute "Registrable Notes" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Issuers will agree to (i) file with the Securities and Exchange Commission (the "Commission") under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement under the Act (the "Exchange Offer Registration Statement") relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), the "Exchange Notes" and, together with the Original Notes, the "Notes," which term includes any guarantee thereof by the Guarantor) to be offered in exchange for the Original Notes (the "Exchange Offer") and issued under the Indenture or an indenture substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders of the Original Notes, and (ii) use reasonable best efforts to cause such Registration Statements to be declared effective“Eligible Purchasers”). This Agreement, the Original Notes, the Guarantee, Guarantees and the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "“Note Documents." ” The Original Notes are being offered issuance and sold by the Company and the Co-Issuer in connection with the consummation sale of the Acquisition. In connection with the Acquisition, (i) an investor group led by SKM Equity Fund III, L.P. and Trimaran Fund II, L.L.C., will contribute cash to Norcraft Holdings L.P. in return for its limited partnership units; (ii) Xxxx Xxxxxx and his relatives will contribute cash and 100% of the outstanding equity interests of the Guarantor (which shall be the owner of the Winnipeg manufacturing facility described in the Offering Memorandum); (iii) certain members of the Company's senior management will exchange a portion of their membership units in the Company for limited partnership units of Norcraft Holdings, L.P. and exchange all or a portion of cash bonuses relating to the Acquisition in consideration for the right to receive additional limited partnership units of Norcraft Holdings L.P.; and (iv) the proceeds received by Norcraft Holdings L.P. from the transactions referred to in the foregoing clauses (i) and (ii) will be used to pay a portion of the consideration for the Acquisition and/or will be contributed to the Company as described in the Offering Memorandum (the transactions referred to in clauses (i) through (iii), the "Equity Financing"). In addition, on the Closing Date the Company will repay all outstanding borrowings under the Company's existing senior secured credit facility (the "Existing Credit Agreement") and enter into a new $70.0 million senior secured credit facility (the "New Credit Agreement") with UBS AG, Stamford Branch, as administrative agent and the lenders party thereto (collectively, the "Refinancing") as described in the Offering Memorandum. The offering of the Original Notes, the Equity Financing, the Refinancing, the Acquisition, the employment of Xxxx Xxxxxx by the Company on the terms set forth in the Offering Memorandum and the payment of fees and expenses relating to the foregoing are collectively Securities is referred to as the "Transactions“Offering." The Note Documents, the New Credit Agreement and the letters of credit, notes, security documents and other agreements relating thereto and the documents relating to the Acquisition and the Equity Financing are collectively referred to herein as the "Transaction Documents." Simultaneous with the closing of the Transactions, the Company and the Guarantor shall each enter into a joinder agreement (the "Joinder Agreement") to this Agreement, substantially in the form of Exhibit A hereto, pursuant to which each such entity will observe and perform all of the rights, obligations and liabilities of an Issuer as provided in this Agreement as if it were an original signatory hereto. Upon effectiveness of the Joinder Agreement with respect to the Company and the Guarantor, Holdings shall be fully and unconditionally released from all rights, obligations and liabilities hereunder and all such rights, obligations and liabilities shall thereafter be the rights, obligations and liabilities of the Company, the Co-Issuer and the Guarantor.”

Issuance of Notes. Upon consummation of the acquisition (the "Acquisition") by Holdings of 100% of the outstanding membership units of Norcraft Companies, L.P. (the "Company") on the terms set forth in that certain Unit Purchase Agreement, dated as of August 29, 2003, among Holdings' predecessor, the Company's predecessor and the sellers and sellers' representatives named therein (as amended on October 3, 2003, the "UPA"), the The Company and the Co-Issuer propose proposes to issue and sell to UBS Securities LLC the several parties listed on Schedule I hereto (the "Representative"“Underwriters”), for whom Credit Suisse Securities (USA) LLC and Wachovia Capital MarketsCitigroup Global Markets Inc. are acting as representatives (the “Representatives”), LLC (together with the Representative, the "Initial Purchasers") $150,000,000 300,000,000 aggregate principal amount of 99.125% Senior Subordinated Notes due 2011 2018 of the Company (the "Original “Notes"”). The Original Notes will be issued pursuant to an indenture (the "“Base Indenture"”), to be dated the Closing Date (as defined herein)April 17, 2002, by and among the Company, the Co-Issuer, the Guarantor Guarantors (as defined belowherein) and U.S. Bank National Association, as trustee (the "“Trustee"”), as supplemented by a supplemental indenture (the “Supplemental Indenture”, and together with the Base Indenture, the “Indenture”), to be dated as of the Closing Date, by and among the Company, the Guarantors and the Trustee. The Company's ’s obligations under the Original Notes and the Indenture will be fully and unconditionally guaranteed (the "Guarantee"“Guarantees”) on an unsecured senior subordinated a joint and several basis by Norcraft Canada Corporationeach of the entities listed on Schedule II hereto (collectively, a Nova Scotia unlimited liability company that will be contributed to the Company after the date of this Agreement (the "Guarantor" “Guarantors” and, together collectively with Holdings, the Company and the Co-Issuer, the "Issuers"; provided, that with respect to any right, obligation or agreement set forth in this Agreement that is to be performed (i) prior to the execution of the Joinder Agreement (as defined below) by the Company and the Guarantor, the term Issuers shall refer only to Holdings and the Co-Issuer and (ii) following the execution of the Joinder Agreement by the Company and the Guarantor, the term Issuers shall refer only to the Company, the Co-Issuer and the Guarantor“Issuers”). All references herein to the Original Notes include the related GuaranteeGuarantees, unless the context otherwise requires. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the IndentureIndenture or the Preliminary Prospectus or Final Prospectus (each as defined herein). The Original Notes will be offered and sold to Company meets the Initial Purchasers pursuant to an exemption from the registration requirements for use of Form S-3 under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the "“Act"). The Issuers have prepared a preliminary offering memorandum, dated September 30, 2003 (the "Preliminary Offering Memorandum"”), and a final offering memorandum dated October 10, 2003 has prepared and available for distribution on or about the date hereof (the "Offering Memorandum") relating to the Issuers and the Original Notes. The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Purchase Agreement (this "Agreement") has been executed and delivered, to resell (the "Exempt Resales") the Original Notes purchased by the Initial Purchasers under this Agreement in private sales exempt from registration under the Act on the terms set forth in the Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchasers reasonably believe to be "qualified institutional buyers," as defined in Rule 144A under the Act ("QIBs"), and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act; the persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the "Eligible Purchasers." Upon issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Act, the Original Notes shall bear the legend relating thereto set forth under "Notice to investors" in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the registration rights set forth in the registration rights agreement (the "Registration Rights Agreement") to be dated the Closing Date in form and substance reasonably satisfactory to the Initial Purchasers and conforming to the description thereof in the Offering Memorandum, for so long as such Original Notes constitute "Registrable Notes" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Issuers will agree to (i) file filed with the Securities and Exchange Commission (the "“Commission") under the circumstances set forth in the Registration Rights Agreement, (a”) a registration statement on Form S-3 (File No. 333-163110) under the Act, including a related Base Prospectus, for registration under the Act (of the "Exchange Offer offering and sale of the Notes. Such Registration Statement", including any amendments thereto filed on or prior to the date hereof has become effective. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b) under the Act, one or more preliminary prospectus supplements relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), the "Exchange Notes" and, together with the Original Notes, each of which has previously been furnished to you. The Registration Statement meets the "Notes," which term includes any guarantee thereof by the Guarantor) to be offered in exchange for the Original Notes (the "Exchange Offer") and issued under the Indenture or an indenture substantially identical to the Indenture and/or (b) under certain circumstances requirements set forth in Rule 415(a)(1)(x) under the Act. The initial Effective Date of the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under Statement was not earlier than the Act (date three years before the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders of the Original Notes, and (ii) use reasonable best efforts to cause such Registration Statements to be declared effective. This Agreement, the Original Notes, the Guarantee, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "Note Documents." The Original Notes are being offered and sold by the Company and the Co-Issuer in connection with the consummation of the Acquisition. In connection with the Acquisition, (i) an investor group led by SKM Equity Fund III, L.P. and Trimaran Fund II, L.L.C., will contribute cash to Norcraft Holdings L.P. in return for its limited partnership units; (ii) Xxxx Xxxxxx and his relatives will contribute cash and 100% of the outstanding equity interests of the Guarantor (which shall be the owner of the Winnipeg manufacturing facility described in the Offering Memorandum); (iii) certain members of the Company's senior management will exchange a portion of their membership units in the Company for limited partnership units of Norcraft Holdings, L.P. and exchange all or a portion of cash bonuses relating to the Acquisition in consideration for the right to receive additional limited partnership units of Norcraft Holdings L.P.; and (iv) the proceeds received by Norcraft Holdings L.P. from the transactions referred to in the foregoing clauses (i) and (ii) will be used to pay a portion of the consideration for the Acquisition and/or will be contributed to the Company as described in the Offering Memorandum (the transactions referred to in clauses (i) through (iii), the "Equity Financing"). In addition, on the Closing Date the Company will repay all outstanding borrowings under the Company's existing senior secured credit facility (the "Existing Credit Agreement") and enter into a new $70.0 million senior secured credit facility (the "New Credit Agreement") with UBS AG, Stamford Branch, as administrative agent and the lenders party thereto (collectively, the "Refinancing") as described in the Offering Memorandumdate hereof. The offering of the Original Notesterms that follow, the Equity Financing, the Refinancing, the Acquisition, the employment of Xxxx Xxxxxx by the Company on the terms set forth when used in the Offering Memorandum and the payment of fees and expenses relating to the foregoing are collectively referred to as the "Transactions." The Note Documents, the New Credit Agreement and the letters of credit, notes, security documents and other agreements relating thereto and the documents relating to the Acquisition and the Equity Financing are collectively referred to herein as the "Transaction Documents." Simultaneous with the closing of the Transactions, the Company and the Guarantor shall each enter into a joinder agreement (the "Joinder Agreement") to this Agreement, substantially in shall have the form of Exhibit A hereto, pursuant to which each such entity will observe and perform all of the rights, obligations and liabilities of an Issuer as provided in this Agreement as if it were an original signatory hereto. Upon effectiveness of the Joinder Agreement with respect to the Company and the Guarantor, Holdings shall be fully and unconditionally released from all rights, obligations and liabilities hereunder and all such rights, obligations and liabilities shall thereafter be the rights, obligations and liabilities of the Company, the Co-Issuer and the Guarantor.meanings indicated:

Issuance of Notes. Upon consummation of the acquisition (the "Acquisition") by Holdings of 100% of the outstanding membership units of Norcraft Companies, L.P. (the "Company") on Subject to the terms set forth in that certain Unit Purchase Agreement, dated as of August 29, 2003, among Holdings' predecessor, the Company's predecessor and the sellers and sellers' representatives named therein (as amended on October 3, 2003, the "UPA")conditions herein contained, the Company and the Co-Issuer propose proposes to issue and sell to UBS Credit Suisse Securities (USA) LLC (the "Representative"“Credit Suisse”), Xxxxxxxxx LLC (“Jefferies”) and Wachovia Capital Markets, LLC the other initial purchasers listed in Schedule I hereto (together with the Representativecollectively, the "“Initial Purchasers") ”), for whom Credit Suisse and Jefferies are acting as representatives (in such capacity, the “Representatives”), $150,000,000 375,000,000 in aggregate principal amount of 98.500% Senior Subordinated Notes due 2011 2025 (each a “Note” and, collectively, the "Original “Notes"”). The Original Notes will be issued pursuant to an indenture (the "“Indenture"”), to be dated the Closing Date (as defined herein)of September 19, 2018, by and among the Company, the Co-IssuerGuarantors party thereto and Computershare Trust Company, the Guarantor (as defined below) and U.S. Bank National AssociationN.A., as trustee (the "“Trustee"”). The Company's obligations under the Original Notes will be unconditionally guaranteed (the "Guarantee") on an unsecured senior subordinated basis by Norcraft Canada Corporation, a Nova Scotia unlimited liability company that will be contributed to the Company after the date of this Agreement (the "Guarantor" and, together with Holdings, the Company and the Co-Issuer, the "Issuers"; provided, that with respect to any right, obligation or agreement set forth in this Agreement that is to be performed (i) prior to the execution of the Joinder Agreement (as defined below) by the Company and the Guarantor, the term Issuers shall refer only to Holdings and the Co-Issuer and (ii) following the execution of the Joinder Agreement by the Company and the Guarantor, the term Issuers shall refer only to the Company, the Co-Issuer and the Guarantor). All references herein to the Original Notes include the related Guarantee, unless the context otherwise requires. Capitalized terms used used, but not otherwise defined herein herein, shall have the meanings given to such terms set forth in the Indenture“Description of Notes” section of the Final Offering Memorandum (as hereinafter defined). The Original Notes Securities (as hereinafter defined) will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under of the Securities Act of 1933, as amended amended, and the rules and regulations of the Securities and Exchange Commission (the "“SEC”) thereunder (collectively, the “Securities Act"”). The Issuers have prepared a preliminary offering memorandumUpon original issuance thereof, dated September 30, 2003 (the "Preliminary Offering Memorandum"), and a final offering memorandum dated October 10, 2003 and available for distribution on or about the date hereof (the "Offering Memorandum") relating to the Issuers and the Original Notes. The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Purchase Agreement (this "Agreement") has been executed and delivered, to resell (the "Exempt Resales") the Original Notes purchased by the Initial Purchasers under this Agreement in private sales exempt from registration under the Act on the terms set forth in the Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchasers reasonably believe to be "qualified institutional buyers," as defined in Rule 144A under the Act ("QIBs"), and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act; the persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the "Eligible Purchasers." Upon issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Original Notes Securities shall bear the legend relating thereto set forth under "Notice to investors" in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the registration rights legends set forth in the registration rights agreement final offering memorandum, dated the date hereof (the "Registration Rights Agreement"“Final Offering Memorandum”). The Company has prepared a preliminary offering memorandum, dated September 10, 2018 (the “Preliminary Offering Memorandum”), (ii) to be a pricing term sheet, dated the Closing Date in form date hereof, attached hereto as Schedule II, which includes pricing terms and substance reasonably satisfactory other information with respect to the Initial Purchasers Securities (the “Pricing Supplement”), and conforming to (iii) the description thereof in the Final Offering Memorandum, for so long as such Original Notes constitute "Registrable Notes" in each case, relating to the offer and sale of the Securities (the “Offering”). All references in this Agreement to the Preliminary Offering Memorandum, the Time of Sale Document (as defined in herein) or the Registration Rights Agreement). Pursuant to the Registration Rights AgreementFinal Offering Memorandum include, the Issuers will agree to (i) file with the Securities and Exchange Commission (the "Commission") under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement under the Act (the "Exchange Offer Registration Statement") relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), the "Exchange Notes" and, together with the Original Notes, the "Notes," which term includes any guarantee thereof by the Guarantor) to be offered in exchange for the Original Notes (the "Exchange Offer") and issued under the Indenture or an indenture substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders of the Original Notes, and (ii) use reasonable best efforts to cause such Registration Statements to be declared effective. This Agreement, the Original Notes, the Guarantee, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "Note Documents." The Original Notes are being offered and sold by the Company and the Co-Issuer in connection with the consummation of the Acquisition. In connection with the Acquisitionunless expressly stated otherwise, (i) an investor group led by SKM Equity Fund IIIall amendments or supplements thereto, L.P. and Trimaran Fund II, L.L.C., will contribute cash to Norcraft Holdings L.P. in return for its limited partnership units; (ii) Xxxx Xxxxxx all documents, financial statements and his relatives will contribute cash schedules and 100% other information contained, incorporated by reference or deemed incorporated by reference therein (and references in this Agreement to such information being “contained,” “included” or “stated” (and other references of like import) in the outstanding equity interests Preliminary Offering Memorandum, the Time of Sale Document or the Guarantor (which Final Offering Memorandum shall be the owner of the Winnipeg manufacturing facility described in the Offering Memorandum); deemed to mean all such information contained, incorporated by reference or deemed incorporated by reference therein) and (iii) certain members any offering memorandum “wrapper” to be used in connection with offers to sell, solicitations of offers to buy or sales of the Company's senior management will exchange a portion of their membership units Securities in the Company for limited partnership units of Norcraft Holdings, L.P. and exchange all or a portion of cash bonuses relating to the Acquisition in consideration for the right to receive additional limited partnership units of Norcraft Holdings L.P.; and (iv) the proceeds received by Norcraft Holdings L.P. from the transactions referred to in the foregoing clauses (i) and (ii) will be used to pay a portion of the consideration for the Acquisition and/or will be contributed to the Company as described in the Offering Memorandum (the transactions referred to in clauses (i) through (iii), the "Equity Financing"). In addition, on the Closing Date the Company will repay all outstanding borrowings under the Company's existing senior secured credit facility (the "Existing Credit Agreement") and enter into a new $70.0 million senior secured credit facility (the "New Credit Agreement") with UBS AG, Stamford Branch, as administrative agent and the lenders party thereto (collectively, the "Refinancing") as described in the Offering Memorandumnon-U.S. jurisdictions. The offering of the Original Notes, the Equity Financing, the Refinancing, the Acquisition, the employment of Xxxx Xxxxxx by the Company on the terms set forth in the Preliminary Offering Memorandum and the payment of fees and expenses relating to the foregoing are collectively referred to as the "Transactions." The Note Documents, the New Credit Agreement and the letters of credit, notes, security documents and other agreements relating thereto and the documents relating to the Acquisition and the Equity Financing Pricing Supplement are collectively referred to herein as the "Transaction Documents“Time of Sale Document." Simultaneous with the closing of the Transactions, the Company and the Guarantor shall each enter into a joinder agreement (the "Joinder Agreement") to this Agreement, substantially in the form of Exhibit A hereto, pursuant to which each such entity will observe and perform all of the rights, obligations and liabilities of an Issuer as provided in this Agreement as if it were an original signatory hereto. Upon effectiveness of the Joinder Agreement with respect to the Company and the Guarantor, Holdings shall be fully and unconditionally released from all rights, obligations and liabilities hereunder and all such rights, obligations and liabilities shall thereafter be the rights, obligations and liabilities of the Company, the Co-Issuer and the Guarantor.”

Issuance of Notes. Upon consummation of the acquisition (the "Acquisition") by Holdings of 100% of the outstanding membership units of Norcraft Companies, L.P. (the "Company") on the terms set forth in that certain Unit Purchase Agreement, dated as of August 29, 2003, among Holdings' predecessor, the Company's predecessor and the sellers and sellers' representatives named therein (as amended on October 3, 2003, the "UPA"), the The Company and the Co-Issuer propose proposes to issue and sell to Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC, Xxxxxxx, Sachs & Co., UBS Securities LLC LLC, and Capital One Securities, Inc. (the "Representative"“Representatives”) and Wachovia Capital Markets, LLC the other entities listed on Schedule I hereto (together with the RepresentativeRepresentatives, the "“Initial Purchasers"”) $150,000,000 300,000,000 aggregate principal amount of 96.750% Senior Subordinated Notes due 2011 2022 (the "Original “Notes"”). The Original Company’s obligations under the Notes and the Indenture (as defined below) will be, jointly and severally, unconditionally guaranteed (the “Guarantees”), on a senior unsecured basis, by each of the Subsidiaries (as defined below) listed on the signature pages hereto (collectively, the “Guarantors,” and, together with the Company, the “Issuers”). The Notes and the Guarantees are referred to herein as the “Securities.” The Notes and Guarantees will be issued pursuant to an indenture (the "“Indenture"”), to be dated the Closing Date (as defined herein), by and among between the Company, the Co-Issuer, the Guarantor (as defined below) Issuers and U.S. Bank National Association, as trustee (the "“Trustee"”). The Company's obligations under the Original Notes will be unconditionally guaranteed (the "Guarantee") on an unsecured senior subordinated basis by Norcraft Canada Corporation, a Nova Scotia unlimited liability company that will be contributed to the Company after the date of this Agreement (the "Guarantor" and, together with Holdings, the Company and the Co-Issuer, the "Issuers"; provided, that with respect to any right, obligation or agreement set forth in this Agreement that is to be performed (i) prior to the execution of the Joinder Agreement (as defined below) by the Company and the Guarantor, the term Issuers shall refer only to Holdings and the Co-Issuer and (ii) following the execution of the Joinder Agreement by the Company and the Guarantor, the term Issuers shall refer only to the Company, the Co-Issuer and the Guarantor). All references herein to the Original Notes include the related Guarantee, unless the context otherwise requires. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Indenture. The Original Notes Securities will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the "“Act"”). The Issuers have prepared a preliminary offering memorandum, dated September 30as of March 12, 2003 2014 (together with the "documents incorporated by reference therein, the “Preliminary Offering Memorandum"”), and a pricing supplement thereto dated the date hereof and attached as Exhibit B hereto (the “Pricing Supplement”). The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after the execution of this Purchase Agreement (this “Agreement”), the Issuers will prepare a final offering memorandum dated October 10, 2003 and available for distribution on or about the date hereof (together with the "documents incorporated by reference therein, the “Final Offering Memorandum") relating ”). Unless stated to the Issuers contrary, any references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to refer to and include any information filed under the Original NotesSecurities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the date hereof and incorporated by reference therein, and any references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to refer to and include any information filed under the Exchange Act subsequent to the date hereof that is incorporated by reference therein. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” (or other references of like import) in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or Final Offering Memorandum shall be deemed to mean and include all such financial statements and schedules and other information which are incorporated by reference in the Pricing Disclosure Package or Final Offering Memorandum, as the case may be. The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Purchase Agreement (this "Agreement") has been executed and delivered, to resell (the "“Exempt Resales"”) the Original Notes purchased by the Initial Purchasers under this Agreement Securities in private sales exempt from registration under the Act on the terms set forth in the Offering Memorandum, as amended or supplementedPricing Disclosure Package, solely to (i) persons whom the Initial Purchasers reasonably believe to be "“qualified institutional buyers," ” (“QIBs”), as defined in Rule 144A under the Act ("QIBs"“Rule 144A”), in accordance with Rule 144A and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act; Act (“Regulation S”) in accordance with Regulations S (the persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the "Eligible Purchasers." Upon issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Act, the Original Notes shall bear the legend relating thereto set forth under "Notice to investors" in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the registration rights set forth in the registration rights agreement (the "Registration Rights Agreement") to be dated the Closing Date in form and substance reasonably satisfactory to the Initial Purchasers and conforming to the description thereof in the Offering Memorandum, for so long as such Original Notes constitute "Registrable Notes" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Issuers will agree to (i) file with the Securities and Exchange Commission (the "Commission") under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement under the Act (the "Exchange Offer Registration Statement") relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), the "Exchange Notes" and, together with the Original Notes, the "Notes," which term includes any guarantee thereof by the Guarantor) to be offered in exchange for the Original Notes (the "Exchange Offer") and issued under the Indenture or an indenture substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders of the Original Notes, and (ii) use reasonable best efforts to cause such Registration Statements to be declared effective“Eligible Purchasers”). This Agreement, the Original Notes, the Guarantee, Guarantees and the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "“Note Documents." ” The Original Notes are being offered issuance and sold by the Company and the Co-Issuer in connection with the consummation sale of the Acquisition. In connection with the Acquisition, (i) an investor group led by SKM Equity Fund III, L.P. and Trimaran Fund II, L.L.C., will contribute cash to Norcraft Holdings L.P. in return for its limited partnership units; (ii) Xxxx Xxxxxx and his relatives will contribute cash and 100% of the outstanding equity interests of the Guarantor (which shall be the owner of the Winnipeg manufacturing facility described in the Offering Memorandum); (iii) certain members of the Company's senior management will exchange a portion of their membership units in the Company for limited partnership units of Norcraft Holdings, L.P. and exchange all or a portion of cash bonuses relating to the Acquisition in consideration for the right to receive additional limited partnership units of Norcraft Holdings L.P.; and (iv) the proceeds received by Norcraft Holdings L.P. from the transactions referred to in the foregoing clauses (i) and (ii) will be used to pay a portion of the consideration for the Acquisition and/or will be contributed to the Company as described in the Offering Memorandum (the transactions referred to in clauses (i) through (iii), the "Equity Financing"). In addition, on the Closing Date the Company will repay all outstanding borrowings under the Company's existing senior secured credit facility (the "Existing Credit Agreement") and enter into a new $70.0 million senior secured credit facility (the "New Credit Agreement") with UBS AG, Stamford Branch, as administrative agent and the lenders party thereto (collectively, the "Refinancing") as described in the Offering Memorandum. The offering of the Original Notes, the Equity Financing, the Refinancing, the Acquisition, the employment of Xxxx Xxxxxx by the Company on the terms set forth in the Offering Memorandum and the payment of fees and expenses relating to the foregoing are collectively Securities is referred to as the "Transactions“Offering." The Note Documents, the New Credit Agreement and the letters of credit, notes, security documents and other agreements relating thereto and the documents relating to the Acquisition and the Equity Financing are collectively referred to herein as the "Transaction Documents." Simultaneous with the closing of the Transactions, the Company and the Guarantor shall each enter into a joinder agreement (the "Joinder Agreement") to this Agreement, substantially in the form of Exhibit A hereto, pursuant to which each such entity will observe and perform all of the rights, obligations and liabilities of an Issuer as provided in this Agreement as if it were an original signatory hereto. Upon effectiveness of the Joinder Agreement with respect to the Company and the Guarantor, Holdings shall be fully and unconditionally released from all rights, obligations and liabilities hereunder and all such rights, obligations and liabilities shall thereafter be the rights, obligations and liabilities of the Company, the Co-Issuer and the Guarantor.”

Issuance of Notes. Upon consummation of the acquisition (the "Acquisition") by Holdings of 100% of the outstanding membership units of Norcraft Companies, L.P. (the "Company") on Subject to the terms set forth in that certain Unit Purchase Agreementand conditions herein contained, dated as of August 29, 2003, among Holdings' predecessor, the Company's predecessor and the sellers and sellers' representatives named therein (as amended on October 3, 2003, the "UPA"), the Company and the Co-each Issuer propose together proposes to issue and sell to UBS Securities LLC the several initial purchasers named in Schedule I hereto (the "Representative") and Wachovia Capital Markets, LLC (together with the Representative, the "“Initial Purchasers") ”), for whom you are acting as representative (the “Representative”), up to $150,000,000 400,000,000 aggregate principal amount of 98.00% Senior Subordinated Secured Notes due 2011 2021 (each a “Note” and, collectively, the "Original “Notes"”). The Original Notes will be unconditionally guaranteed (each a “Guarantee”, and together with the Notes, the “Securities”) as to payment of principal and interest (a) on a senior secured basis by the guarantors set forth on Schedule II hereto (the “Secured Guarantors”) and (b) on a senior unsecured basis by the guarantors set forth on Schedule III hereto (the “Unsecured Guarantors” and together with the Secured Guarantors, the “Guarantors”). The Securities to be issued and sold to the Initial Purchasers hereunder are referred to herein as the “Offered Securities.” The aggregate principal amount of the Offered Securities shall be $400,000,000. The Securities will be issued pursuant to an indenture (the "Indenture")indenture, to be dated as of the Closing Date (as defined hereinthe “Indenture”), by and among the CompanyIssuers, the Co-IssuerGuarantors party thereto and Xxxxx Fargo Bank, the Guarantor (as defined below) and U.S. Bank National Association, as trustee and collateral agent (the "“Trustee"”). The Company's Pursuant to the terms of the Collateral Documents (as hereinafter defined), all of the obligations under the Original Notes Securities and the Indenture will be unconditionally guaranteed secured by a lien and security interest in the First-Lien Collateral (as defined in the “Description of the Notes” section of the Final Offering Memorandum (as hereinafter defined)) of the Issuers and the Second-Lien Collateral (as defined in the Description of the Notes) of the Issuers and the Secured Guarantors. The term “Collateral Documents” as used herein shall mean (a) the Security Agreement to be dated as of the Closing Date (as hereinafter defined) and entered into by the Issuers and the Secured Guarantors, (b) the Pledge Agreement to be dated as of the Closing Date and entered into by DTAC [[NYCORP:3455892v22:3626D: 05/22/2014--12:37 PM]] and (c) the Deposit Account and Securities Account Control Agreement to be dated as of the Closing Date and entered into by DTAC (the "Guarantee"“Deposit Account and Securities Account Control Agreement”) on an unsecured senior subordinated basis and (d) any other agreement, document or instrument pursuant to which a Lien (as hereinafter defined) is granted by Norcraft Canada Corporation, the Issuers or a Nova Scotia unlimited liability company that will be contributed Guarantor to secure the Company after obligations of the date of this Agreement (Issuers and the "Guarantor" and, together with HoldingsGuarantors under the Notes, the Company Notes Guarantees and the Co-Issuer, the "Issuers"; provided, that Indenture or under which rights or remedies with respect to any right, obligation or agreement set forth in this Agreement that is to be performed (i) prior to the execution of the Joinder Agreement (as defined below) by the Company and the Guarantor, the term Issuers shall refer only to Holdings and the Co-Issuer and (ii) following the execution of the Joinder Agreement by the Company and the Guarantor, the term Issuers shall refer only to the Company, the Co-Issuer and the Guarantor). All references herein to the Original Notes include the related Guarantee, unless the context otherwise requiressuch Lien are governed. Capitalized terms used used, but not otherwise defined herein herein, shall have the meanings given to such terms set forth in the IndentureDescription of the Notes. The Original Notes Offered Securities will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under of the Securities Act of 1933, as amended amended, and the rules and regulations of the Securities and Exchange Commission (the "“SEC”) thereunder (collectively, the “Securities Act"”). The Issuers have prepared a preliminary offering memorandumUpon original issuance thereof, dated September 30, 2003 (the "Preliminary Offering Memorandum"), and a final offering memorandum dated October 10, 2003 and available for distribution on or about the date hereof (the "Offering Memorandum") relating to the Issuers and the Original Notes. The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Purchase Agreement (this "Agreement") has been executed and delivered, to resell (the "Exempt Resales") the Original Notes purchased by the Initial Purchasers under this Agreement in private sales exempt from registration under the Act on the terms set forth in the Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchasers reasonably believe to be "qualified institutional buyers," as defined in Rule 144A under the Act ("QIBs"), and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act; the persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the "Eligible Purchasers." Upon issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Original Notes shall bear the legend relating thereto set forth under "Notice to investors" in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the registration rights legends set forth in the registration rights agreement final offering memorandum, dated the date hereof (the "Registration Rights Agreement") to be dated the Closing Date in form and substance reasonably satisfactory to the Initial Purchasers and conforming to the description thereof in the “Final Offering Memorandum, for so long as such Original Notes constitute "Registrable Notes" (as defined in the Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the The Issuers will agree to (a) have prepared (i) file with the Securities and Exchange Commission a preliminary offering memorandum, dated May 19, 2014 (the "Commission"“Preliminary Offering Memorandum”) under the circumstances set forth in the Registration Rights Agreement, and (aii) a registration statement under pricing term sheet, dated the Act date hereof, attached hereto as Schedule IV, which includes pricing terms and other information with respect to the Offered Securities (the "Exchange Offer Registration Statement") relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), the "Exchange Notes" “Pricing Supplement” and, together with the Original NotesPreliminary Offering Memorandum, the "Notes," which term includes any guarantee thereof by the Guarantor) to be offered in exchange for the Original Notes (the "Exchange Offer"“Time of Sale Document”) and issued under the Indenture or an indenture substantially identical to the Indenture and/or (b) under certain circumstances set forth have prepared or will prepare the Final Offering Memorandum, in the Registration Rights Agreementeach case, a shelf registration statement pursuant to Rule 415 under the Act (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders offer and sale of the Original Notes, and Offered Securities (iithe “Offering”). All references in this Purchase Agreement (this “Agreement”) use reasonable best efforts to cause such Registration Statements to be declared effective. This Agreementthe Preliminary Offering Memorandum, the Original NotesTime of Sale Document or the Final Offering Memorandum include, the Guarantee, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "Note Documents." The Original Notes are being offered and sold by the Company and the Co-Issuer in connection with the consummation of the Acquisition. In connection with the Acquisitionunless expressly stated otherwise, (i) an investor group led by SKM Equity Fund IIIall amendments or supplements thereto, L.P. and Trimaran Fund II, L.L.C., will contribute cash to Norcraft Holdings L.P. in return for its limited partnership units; (ii) Xxxx Xxxxxx all financial statements and his relatives will contribute cash schedules and 100% other information contained therein (and references in this Agreement to such information being “contained,” “included” or “stated” (and other references of like import) in the outstanding equity interests Preliminary Offering Memorandum, the Time of Sale Document or the Guarantor (which Final Offering Memorandum shall be the owner of the Winnipeg manufacturing facility described in the Offering Memorandumdeemed to mean all such information contained therein); , (iii) certain members any electronic Time of the Company's senior management will exchange a portion of their membership units in the Company for limited partnership units of Norcraft Holdings, L.P. and exchange all Sale Document or a portion of cash bonuses relating to the Acquisition in consideration for the right to receive additional limited partnership units of Norcraft Holdings L.P.; Final Offering Memorandum and (iv) the proceeds received by Norcraft Holdings L.P. from the transactions referred any offering memorandum “wrapper” to in the foregoing clauses (i) and (ii) will be used in connection with offers to pay a portion sell, solicitations of offers to buy or sales of the consideration for the Acquisition and/or will be contributed to the Company as described Offered Securities in the Offering Memorandum (the transactions referred to in clauses (i) through (iii), the "Equity Financing"). In addition, on the Closing Date the Company will repay all outstanding borrowings under the Company's existing senior secured credit facility (the "Existing Credit Agreement") and enter into a new $70.0 million senior secured credit facility (the "New Credit Agreement") with UBS AG, Stamford Branch, as administrative agent and the lenders party thereto (collectively, the "Refinancing") as described in the Offering Memorandum. The offering of the Original Notes, the Equity Financing, the Refinancing, the Acquisition, the employment of Xxxx Xxxxxx by the Company on the terms set forth in the Offering Memorandum and the payment of fees and expenses relating to the foregoing are collectively referred to as the "Transactionsnon-U.S. jurisdictions." The Note Documents, the New Credit Agreement and the letters of credit, notes, security documents and other agreements relating thereto and the documents relating to the Acquisition and the Equity Financing are collectively referred to herein as the "Transaction Documents." Simultaneous with the closing of the Transactions, the Company and the Guarantor shall each enter into a joinder agreement (the "Joinder Agreement") to this Agreement, substantially in the form of Exhibit A hereto, pursuant to which each such entity will observe and perform all of the rights, obligations and liabilities of an Issuer as provided in this Agreement as if it were an original signatory hereto. Upon effectiveness of the Joinder Agreement with respect to the Company and the Guarantor, Holdings shall be fully and unconditionally released from all rights, obligations and liabilities hereunder and all such rights, obligations and liabilities shall thereafter be the rights, obligations and liabilities of the Company, the Co-Issuer and the Guarantor.

Issuance of Notes. Upon consummation of the acquisition (the "Acquisition") by Holdings of 100% of the outstanding membership units of Norcraft Companies, L.P. (the "Company") on Subject to the terms set forth in that certain Unit Purchase Agreement, dated as of August 29, 2003, among Holdings' predecessor, the Company's predecessor and the sellers and sellers' representatives named therein (as amended on October 3, 2003, the "UPA")conditions herein contained, the Company and the Co-Issuer propose proposes to issue and sell to UBS Securities LLC the several initial purchasers named in Schedule I hereto (the "Representative") and Wachovia Capital Markets, LLC (together with the Representative, the "“Initial Purchasers") ”), $150,000,000 275,000,000 aggregate principal amount of 9the Company’s 5.625% Senior Subordinated Notes due 2011 2023 (each a “Note” and, collectively, the “Notes”) in connection with the offering and sale of the Notes as described herein (the "Original Notes"“Offering”). The Original Notes will be issued pursuant to an the indenture (the "Indenture")dated February 11, to be dated the Closing Date 2015 (as defined hereinamended, supplemented or otherwise modified to the date hereof, the “Indenture”), by and among the Company, the Co-Issuer, the Guarantor Guarantors (as defined belowhereinafter defined) party thereto and U.S. Bank National Association, as trustee (the "“Trustee"”). The Company's obligations under Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and Xxxxxxxxx LLC (“Jefferies”) have agreed to act as the Original Notes will be unconditionally guaranteed representatives of the several Initial Purchasers (the "Guarantee"“Representatives”) in connection with the Offering. If no other Initial Purchasers are listed on an unsecured senior subordinated basis by Norcraft Canada CorporationSchedule A, a Nova Scotia unlimited liability company that will be contributed all references to the Company after the date of this Agreement (the "Guarantor" and, together with Holdings, the Company Representatives and the Co-Issuer, the "Issuers"; provided, that with respect to any right, obligation or agreement set forth in this Agreement that is to be performed (i) prior to the execution of the Joinder Agreement (as defined below) by the Company and the Guarantor, the term Issuers Purchasers shall refer only to Holdings and the Co-Issuer and (ii) following the execution of the Joinder Agreement by the Company and the Guarantor, the term Issuers shall refer only to the Company, the Co-Issuer and the Guarantor)you. All references herein to the Original The Notes include the related Guarantee, unless the context otherwise requires. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in will constitute “Additional Notes” under the Indenture. The Original Company has previously issued $375,000,000 in aggregate principal amount of its 5.625% Senior Notes due 2023 under the Indenture (the “Existing Securities”). The Notes will have the same terms as the Existing Securities (other than the date of original issuance, the first interest payment date and the issue price) and will be part of the same class as the original notes under the Indenture. The Notes will be offered and sold to the Initial Purchasers pursuant to an exemption exemptions from the registration requirements under of the Securities Act of 1933, as amended amended, and the rules and regulations of the Securities and Exchange Commission (the "“SEC”) promulgated thereunder (collectively, the “Securities Act"”). The Issuers have prepared a preliminary offering memorandumUpon original issuance thereof, dated September 30, 2003 (the "Preliminary Offering Memorandum"), and a final offering memorandum dated October 10, 2003 and available for distribution on or about the date hereof (the "Offering Memorandum") relating to the Issuers and the Original Notes. The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Purchase Agreement (this "Agreement") has been executed and delivered, to resell (the "Exempt Resales") the Original Notes purchased by the Initial Purchasers under this Agreement in private sales exempt from registration under the Act on the terms set forth in the Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchasers reasonably believe to be "qualified institutional buyers," as defined in Rule 144A under the Act ("QIBs"), and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act; the persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the "Eligible Purchasers." Upon issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Original Notes shall bear the legend relating thereto legends substantially as set forth under "the “Notice to investors" in Investors” section of the final offering memorandum, dated the date hereof (the “Final Offering Memorandum”). Holders The Company has prepared (including subsequent transfereesi) of the Original Notes will have the registration rights set forth in the registration rights agreement a preliminary offering memorandum, dated September 14, 2015 (the "Registration Rights Agreement"“Preliminary Offering Memorandum”), (ii) to be a pricing term sheet, dated the Closing Date in form date hereof, attached hereto as Schedule II, which includes pricing terms and substance reasonably satisfactory other information with respect to the Initial Purchasers Notes (the “Pricing Supplement”), and conforming to (iii) the description thereof in the Final Offering Memorandum, for so long as such Original Notes constitute "Registrable Notes" (as defined in the Registration Rights Agreement). Pursuant each case relating to the Registration Rights Agreement, offer and sale of the Issuers will agree to (i) file with the Securities and Exchange Commission (the "Commission") under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement under the Act (the "Exchange Offer Registration Statement") relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), the "Exchange Notes" and, together with the Original Notes, the "Notes," which term includes any guarantee thereof by the Guarantor) to be offered in exchange for the Original Notes (the "Exchange Offer") and issued under the Indenture or an indenture substantially identical “Offering”). All references in this Agreement to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the "Shelf Registration Statement" and, together with the Exchange Offer Registration StatementPreliminary Offering Memorandum, the "Registration Statements") relating to Time of Sale Document or the resale by certain holders of the Original NotesFinal Offering Memorandum include, and (ii) use reasonable best efforts to cause such Registration Statements to be declared effective. This Agreement, the Original Notes, the Guarantee, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "Note Documents." The Original Notes are being offered and sold by the Company and the Co-Issuer in connection with the consummation of the Acquisition. In connection with the Acquisitionunless expressly stated otherwise, (i) an investor group led by SKM Equity Fund IIIall amendments or supplements thereto prepared by, L.P. and Trimaran Fund IIor approved in writing by, L.L.C.the Company, will contribute cash to Norcraft Holdings L.P. in return for its limited partnership units; (ii) Xxxx Xxxxxx all financial statements and his relatives will contribute cash schedules and 100% other information contained therein (and references in this Agreement to such information being “contained,” “included” or “stated” (and other references of like import) in the outstanding equity interests Preliminary Offering Memorandum, the Time of Sale Document or the Guarantor (which Final Offering Memorandum shall be the owner of the Winnipeg manufacturing facility described in the Offering Memorandumdeemed to mean all such information contained in, or incorporated by reference into, such documents); , (iii) certain members any electronic copy of the Company's senior management will exchange a portion Time of their membership units in the Company for limited partnership units of Norcraft Holdings, L.P. and exchange all Sale Document or a portion of cash bonuses relating to the Acquisition in consideration for the right to receive additional limited partnership units of Norcraft Holdings L.P.; Final Offering Memorandum and (iv) the proceeds received by Norcraft Holdings L.P. from the transactions referred any offering memorandum “wrapper” to in the foregoing clauses (i) and (ii) will be used in connection with offers to pay a portion sell, solicitations of offers to buy or sales of the consideration for the Acquisition and/or will be contributed to the Company as described Notes in the Offering Memorandum (the transactions referred to in clauses (i) through (iii), the "Equity Financing"). In addition, on the Closing Date the Company will repay all outstanding borrowings under the Company's existing senior secured credit facility (the "Existing Credit Agreement") and enter into a new $70.0 million senior secured credit facility (the "New Credit Agreement") with UBS AG, Stamford Branch, as administrative agent and the lenders party thereto (collectively, the "Refinancing") as described in the Offering Memorandumnon-U.S. jurisdictions. The offering of the Original Notes, the Equity Financing, the Refinancing, the Acquisition, the employment of Xxxx Xxxxxx by the Company on the terms set forth in the Preliminary Offering Memorandum and the payment of fees and expenses relating to the foregoing are collectively referred to as the "Transactions." The Note Documents, the New Credit Agreement and the letters of credit, notes, security documents and other agreements relating thereto and the documents relating to the Acquisition and the Equity Financing Pricing Supplement are collectively referred to herein as the "Transaction Documents“Time of Sale Document." Simultaneous with the closing of the Transactions, the Company and the Guarantor shall each enter into a joinder agreement (the "Joinder Agreement") to this Agreement, substantially in the form of Exhibit A hereto, pursuant to which each such entity will observe and perform all of the rights, obligations and liabilities of an Issuer as provided in this Agreement as if it were an original signatory hereto. Upon effectiveness of the Joinder Agreement with respect to the Company and the Guarantor, Holdings shall be fully and unconditionally released from all rights, obligations and liabilities hereunder and all such rights, obligations and liabilities shall thereafter be the rights, obligations and liabilities of the Company, the Co-Issuer and the Guarantor.”

Issuance of Notes. Upon consummation of the acquisition (the "Acquisition") by Holdings of 100% of the outstanding membership units of Norcraft Companies, L.P. (the "Company") on the terms set forth in that certain Unit Purchase Agreement, dated as of August 29, 2003, among Holdings' predecessor, the Company's predecessor and the sellers and sellers' representatives named therein (as amended on October 3, 2003, the "UPA"), the Company and the Co-The Issuer propose proposes to issue and sell to UBS Securities Warburg LLC (the "Representative") and Wachovia Capital Markets, LLC (together with the Representative, the "Initial Purchasers"“INITIAL PURCHASER”) $150,000,000 165,000,000 aggregate principal amount of 911 3/4% Senior Subordinated Notes due 2011 2010 (the "Original Notes"“ORIGINAL NOTES”). The Original Notes will be issued pursuant to an indenture (the "Indenture"“INDENTURE”), to be dated the Closing Date (as defined herein), by and among the Company, the Co-Issuer, the Guarantor WH Guarantors (as defined belowherein) and U.S. The Bank National Associationof New York, as trustee (the "Trustee"“TRUSTEE”). The Company's obligations under the Original Notes will be unconditionally initially guaranteed (the "Guarantee"“GUARANTEES”) on an unsecured senior subordinated basis by Norcraft Canada CorporationWH Intermediate Holdings Ltd., a Nova Scotia unlimited liability company that will be contributed to the Company after the date Cayman Islands corporation (“HOLDINGS”) and each of this Agreement its wholly owned subsidiaries, WH Luxembourg Holdings SaRL, WH Luxembourg Intermediate Holdings SaRL and WH Luxembourg CM SaRL (the "Guarantor" and, together collectively with Holdings, the Company “WH GUARANTORS”), as and to the Co-Issuer, the "Issuers"; provided, that with respect to any right, obligation or agreement extent set forth in this Agreement that is to be performed (i) prior to the execution Indenture. After the issuance of the Joinder Agreement Notes and following the consummation of the Merger (as defined below) herein), the Notes will be guaranteed by the WH Guarantors and each subsidiary of the Company that guarantees the Credit Facilities (as defined herein) (the “HERBALIFE GUARANTORS”), as and to the extent set forth in the Indenture. The WH Guarantors and the Guarantor, Herbalife Guarantors (subject to Section 17 of this Agreement) are sometimes collectively referred to herein as the term Issuers shall refer only to Holdings and the Co-Issuer and (ii) following the execution of the Joinder Agreement by the Company and the Guarantor, the term Issuers shall refer only to the Company, the Co-Issuer and the Guarantor). All references herein to the Original Notes include the related Guarantee, unless the context otherwise requires. “GUARANTORS.” Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the IndentureOffering Memorandum (as defined herein). The Original Notes will be offered and sold to the Initial Purchasers Purchaser pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the "Act"“ACT”). The Issuers have Issuer, with the assistance of the Company, has prepared a preliminary offering memorandum, dated September 30May 24, 2003 2002 (the "Preliminary Offering Memorandum"), and “PRELIMINARY OFFERING MEMORANDUM”),and a final offering memorandum dated October 10, 2003 and available for distribution on or about the date hereof (the "Offering Memorandum"“OFFERING MEMORANDUM”) relating to the Issuers Issuer, the Company the Guarantors and the Original Notes. The Initial Purchasers have Purchaser has advised the Issuers Issuer and the Company that the Initial Purchasers intendPurchaser intends, as soon as they deem it deems practicable after this Purchase Agreement (this "Agreement"“AGREEMENT”) has been executed and delivered, to resell (the "Exempt Resales"“EXEMPT RESALES”) the Original Notes purchased by the Initial Purchasers Purchaser under this Agreement in private sales exempt from registration under the Act on the terms set forth in the Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchasers Purchaser reasonably believe believes to be "“qualified institutional buyers," ” as defined in Rule 144A under the Act ("QIBs"“QIBS”), and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act; the persons Persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the "Eligible Purchasers“ELIGIBLE PURCHASERS." ” Upon issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Act, the Original Notes shall bear the legend relating thereto substantially in the form set forth under "“Notice to investors" Investors” in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the registration rights set forth in the registration rights agreement (the "Registration Rights Agreement") agreement, to be dated the Closing Date in form and substance reasonably satisfactory to the Initial Purchasers and conforming to the description thereof Date, substantially in the Offering Memorandum, for so long form attached hereto as such Original Notes constitute "Registrable Notes" Annex A (as defined in the Registration Rights Agreement“REGISTRATION RIGHTS AGREEMENT”). Pursuant to the Registration Rights Agreement, the Issuers Issuer and, after the Merger, the Company will agree to (i) file with the Securities and Exchange Commission (the "Commission"“COMMISSION”) under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement under the Act (the "Exchange Offer Registration Statement"“EXCHANGE OFFER REGISTRATION STATEMENT”) relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement)) as the “EXCHANGE NOTES” and, the "Exchange Notes" andNotes are referred to herein, together with the Original Notes, as the "Notes," which term includes any guarantee thereof by the Guarantor“NOTES”) to be offered in exchange for the Original Notes (the "Exchange Offer"“EXCHANGE OFFER”) and issued under the Indenture or an indenture indentures substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the "Shelf Registration Statement" “SHELF REGISTRATION STATEMENT” and, together with the Exchange Offer Registration Statement, the "Registration Statements"“REGISTRATION STATEMENTS”) relating to the resale by certain holders of the Original Notes, and (ii) to use its reasonable best efforts to cause such Registration Statements to be declared effective. This Agreement, the Original Notes, the Guarantee, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "Note “NOTE Documents." The Original Notes are being offered and sold by the Company and the Co-Issuer in connection with the consummation of the Acquisition. In connection with the Acquisition, (i) an investor group led by SKM Equity Fund III, L.P. and Trimaran Fund II, L.L.C., will contribute cash to Norcraft Holdings L.P. in return for its limited partnership units; (ii) Xxxx Xxxxxx and his relatives will contribute cash and 100% of the outstanding equity interests of the Guarantor (which shall be the owner of the Winnipeg manufacturing facility ” As described in the Offering MemorandumMemorandum under “The Acquisition,” proceeds from the issuance and sale of the Original Notes, together with available cash of the Company and credit facilities to be entered into by the Company (the “CREDIT Facilities”); (iii) certain members , will be used to consummate the acquisition of the Company's senior management , pursuant to an Agreement and Plan of Merger dated as of April 10, 2002 (the “MERGER AGREEMENT”) among the Company, the Issuer and WH Holdings (Cayman Islands) Ltd., a Cayman Islands corporation (“PARENT”), pursuant to which the Issuer will exchange merge with and into the Company (the “MERGER”), and the Company will be the surviving corporation and an indirect wholly owned subsidiary of Parent. The Merger is subject to the approval by majority vote of the Class A shareholders of the Company. The net proceeds from the issuance of the Original Notes will be paid in cash directly to The Bank of New York, as securities intermediary (the “SECURITIES INTERMEDIARY”). The Securities Intermediary will invest those proceeds in United States Treasury securities (the “PLEDGED SECURITIES”) and will deposit the Pledged Securities into a portion securities account (the “SECURED PROCEEDS ACCOUNT”). All earnings on the Pledged Securities will accumulate in the Secured Proceeds Account. Under a Security and Control Agreement among the Issuer, the Securities Intermediary and the Trustee (the “SECURITY AGREEMENT”) substantially in the form attached as Annex B, the Trustee will have a security interest in the Secured Proceeds Account. In the event the Merger has not occurred on or prior to August 31, 2002, the Issuer will be required to redeem (a “MANDATORY REDEMPTION”) all of the outstanding Notes, for a price equal to 101% of their membership units principal amount, plus accrued and unpaid interest thereon through the redemption date (the “MANDATORY REDEMPTION PRICE”). Under (i) a Collateral Support and Assignment Agreement between Whitney V, L.P., Whitney Equity Partners V, L.L.C., the Issuer and the Trustee substantially in the Company for limited partnership units of Norcraft Holdings, L.P. and exchange all or a portion of cash bonuses relating to form attached hereto as Annex C-1 (the Acquisition in consideration for the right to receive additional limited partnership units of Norcraft Holdings L.P.; and (iv) the proceeds received by Norcraft Holdings L.P. from the transactions referred to in the foregoing clauses (i“WHITNEY SUPPORT AGREEMENT”) and (ii) will be used to pay a portion of Collateral Support and Assignment Agreement between CCG Investments (BVI) L.P., Golden Gate Capital Management, L.L.C., the consideration for Issuer and the Acquisition and/or will be contributed to the Company as described Trustee substantially in the Offering Memorandum form attached hereto as Annex C-2 (the transactions referred to in clauses (i) through (iii“GOLDEN GATE SUPPORT AGREEMENT,” and together with the Whitney Support Agreement, the “SUPPORT AGREEMENTS”)), the "Equity Financing"). In additionequity sponsors have agreed to provide, on when and if due, the Closing Date difference between the Company will repay all outstanding borrowings under the Company's existing senior secured credit facility (the "Existing Credit Agreement") and enter into a new $70.0 million senior secured credit facility (the "New Credit Agreement") with UBS AG, Stamford Branch, as administrative agent special Mandatory Redemption Price and the lenders party thereto (collectively, net proceeds of the "Refinancing") as described in the Offering Memorandumoffering. The offering issuance and sale of the Original Notes, Notes (including the Equity Financing, Guarantees) and the Refinancing, placement of the Acquisition, the employment of Xxxx Xxxxxx by the Company on the terms set forth net proceeds in the Offering Memorandum and the payment of fees and expenses relating to the foregoing Secured Proceeds Account are collectively referred to as the "Transactions“TRANSACTIONS." The Note Documents, the New Credit Agreement and the letters of credit, notes, security documents and other agreements relating thereto and the documents relating to the Acquisition and the Equity Financing are collectively referred to herein as the "Transaction Documents." Simultaneous with the closing of the Transactions, the Company and the Guarantor shall each enter into a joinder agreement (the "Joinder Agreement") to this Agreement, substantially in the form of Exhibit A hereto, pursuant to which each such entity will observe and perform all of the rights, obligations and liabilities of an Issuer as provided in this Agreement as if it were an original signatory hereto. Upon effectiveness of the Joinder Agreement with respect to the Company and the Guarantor, Holdings shall be fully and unconditionally released from all rights, obligations and liabilities hereunder and all such rights, obligations and liabilities shall thereafter be the rights, obligations and liabilities of the Company, the Co-Issuer and the Guarantor.”

Issuance of Notes. Upon consummation of the acquisition (the "Acquisition") by Holdings of 100% of the outstanding membership units of Norcraft Companies, L.P. (the "Company") on Subject to the terms set forth in that certain Unit Purchase Agreement, dated as of August 29, 2003, among Holdings' predecessor, the Company's predecessor and the sellers and sellers' representatives named therein (as amended on October 3, 2003, the "UPA")conditions herein contained, the Company and the Co-Issuer propose proposes to issue and sell to UBS Securities LLC Xxxxxxxxx & Company, Inc. (the "Representative") and Wachovia Capital Markets“Initial Purchaser”), LLC (together with the Representative, the "Initial Purchasers") $150,000,000 160,000,000 aggregate principal amount of 913.0% Senior Subordinated Secured Notes due 2011 2008 (collectively, the "Original “Notes"”). The Original Notes will be issued pursuant to an indenture (the "“Indenture"), ”) to be dated as of the Closing Date (as defined herein), in Section 3 hereof) by and among the Company, each of the Co-Issuer, the Guarantor Subsidiary Guarantors (as defined below) ), party thereto, and U.S. The Bank National Associationof New York, as trustee (the "“Trustee"”). The Company's obligations under the Original Notes will be unconditionally guaranteed (the "Guarantee") on an unsecured senior subordinated basis by Norcraft Canada Corporation, a Nova Scotia unlimited liability company that will be contributed to the Company after the date of this Agreement (the "Guarantor" and, together with Holdings, the Company and the Co-Issuer, the "Issuers"; provided, that with respect to any right, obligation or agreement set forth in this Agreement that is to be performed (i) prior to the execution of the Joinder Agreement (as defined below) by the Company and the Guarantor, the term Issuers shall refer only to Holdings and the Co-Issuer and (ii) following the execution of the Joinder Agreement by the Company and the Guarantor, the term Issuers shall refer only to the Company, the Co-Issuer and the Guarantor). All references herein to the Original Notes include the related Guarantee, unless the context otherwise requires. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms meaning set forth in the Indenture. In connection with the sale of the Notes, the Company will concurrently enter into a new $15,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein and AmSouth Bank, as agent (the “Senior Credit Facility”). Pursuant to the Collateral Agreements (as defined in the Indenture) to be entered into by the Company and the Trustee on the Closing Date, the Company will grant and pledge to the Trustee, for the equal and ratable benefit of the holders of the Notes, a security interest in substantially all assets of the Company and its subsidiaries (other than non-restricted subsidiaries) to secure the payment and performance of the obligations of the Company and the Subsidiary Guarantors under the Indenture and the Notes. The Original security interests in the collateral securing the Notes will be subordinated to a lien securing the obligations under the Senior Credit Facility. Pursuant to the Indenture, all current and future subsidiaries of the Company (other than non-restricted subsidiaries), jointly and severally, shall fully and unconditionally guarantee, on a senior secured basis, to each holder of Notes and the Trustee, the payment and performance of the Company’s obligations under the Indenture and the Notes (each such subsidiary being referred to herein as a “Subsidiary Guarantor” and each such guarantee being referred to herein as a “Guarantee”). This Agreement, the Indenture, the Collateral Agreements, the Notes, the Exchange Notes, the Private Exchange Notes, the Guarantees and the Registration Rights Agreement may hereinafter be referred to as the “Transaction Documents.” The Notes are being offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements Purchaser without being registered under the Securities Act of 1933, as amended (the "“Act"). The Issuers have prepared a preliminary offering memorandum, dated September 30, 2003 (the "Preliminary Offering Memorandum"”), and a final offering memorandum dated October 10, 2003 and available for distribution in reliance on or about the date hereof (the "Offering Memorandum") relating to the Issuers and the Original Notes. The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Purchase Agreement (this "Agreement") has been executed and delivered, to resell (the "Exempt Resales") the Original Notes purchased by the Initial Purchasers under this Agreement in private sales exempt from registration under the Act on the terms set forth in the Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchasers reasonably believe to be "qualified institutional buyers," as defined in Rule 144A under the Act ("QIBs"), and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act; the persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the "Eligible Purchaserscertain exemptions therefrom." Upon issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Act, the Original Notes shall bear the legend relating thereto set forth under "Notice to investors" in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the registration rights set forth in the registration rights agreement (the "Registration Rights Agreement") to be dated the Closing Date in form and substance reasonably satisfactory to the Initial Purchasers and conforming to the description thereof in the Offering Memorandum, for so long as such Original Notes constitute "Registrable Notes" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Issuers will agree to (i) file with the Securities and Exchange Commission (the "Commission") under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement under the Act (the "Exchange Offer Registration Statement") relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), the "Exchange Notes" and, together with the Original Notes, the "Notes," which term includes any guarantee thereof by the Guarantor) to be offered in exchange for the Original Notes (the "Exchange Offer") and issued under the Indenture or an indenture substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders of the Original Notes, and (ii) use reasonable best efforts to cause such Registration Statements to be declared effective. This Agreement, the Original Notes, the Guarantee, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "Note Documents." The Original Notes are being offered and sold by the Company and the Co-Issuer in connection with the consummation of the Acquisition. In connection with the Acquisition, (i) an investor group led by SKM Equity Fund III, L.P. and Trimaran Fund II, L.L.C., will contribute cash to Norcraft Holdings L.P. in return for its limited partnership units; (ii) Xxxx Xxxxxx and his relatives will contribute cash and 100% of the outstanding equity interests of the Guarantor (which shall be the owner of the Winnipeg manufacturing facility described in the Offering Memorandum); (iii) certain members of the Company's senior management will exchange a portion of their membership units in the Company for limited partnership units of Norcraft Holdings, L.P. and exchange all or a portion of cash bonuses relating to the Acquisition in consideration for the right to receive additional limited partnership units of Norcraft Holdings L.P.; and (iv) the proceeds received by Norcraft Holdings L.P. from the transactions referred to in the foregoing clauses (i) and (ii) will be used to pay a portion of the consideration for the Acquisition and/or will be contributed to the Company as described in the Offering Memorandum (the transactions referred to in clauses (i) through (iii), the "Equity Financing"). In addition, on the Closing Date the Company will repay all outstanding borrowings under the Company's existing senior secured credit facility (the "Existing Credit Agreement") and enter into a new $70.0 million senior secured credit facility (the "New Credit Agreement") with UBS AG, Stamford Branch, as administrative agent and the lenders party thereto (collectively, the "Refinancing") as described in the Offering Memorandum. The offering of the Original Notes, the Equity Financing, the Refinancing, the Acquisition, the employment of Xxxx Xxxxxx by the Company on the terms set forth in the Offering Memorandum and the payment of fees and expenses relating to the foregoing are collectively referred to as the "Transactions." The Note Documents, the New Credit Agreement and the letters of credit, notes, security documents and other agreements relating thereto and the documents relating to the Acquisition and the Equity Financing are collectively referred to herein as the "Transaction Documents." Simultaneous with the closing of the Transactions, the Company and the Guarantor shall each enter into a joinder agreement (the "Joinder Agreement") to this Agreement, substantially in the form of Exhibit A hereto, pursuant to which each such entity will observe and perform all of the rights, obligations and liabilities of an Issuer as provided in this Agreement as if it were an original signatory hereto. Upon effectiveness of the Joinder Agreement with respect to the Company and the Guarantor, Holdings shall be fully and unconditionally released from all rights, obligations and liabilities hereunder and all such rights, obligations and liabilities shall thereafter be the rights, obligations and liabilities of the Company, the Co-Issuer and the Guarantor.

Issuance of Notes. Upon consummation of the acquisition (the "Acquisition") by Holdings of 100% of the outstanding membership units of Norcraft Companies, L.P. (the "Company") on Subject to the terms set forth in that certain Unit Purchase Agreement, dated as of August 29, 2003, among Holdings' predecessor, the Company's predecessor and the sellers and sellers' representatives named therein (as amended on October 3, 2003, the "UPA")conditions herein contained, the Company and the Co-Issuer propose proposes to issue and sell to UBS Securities LLC the Initial Purchaser $50,000,000 aggregate principal amount of 12.50% Senior Secured Notes due 2015 (the "Representative") and Wachovia Capital Marketseach a “Note” and, LLC (together with the Representativecollectively, the "Initial Purchasers") “Notes”). The Company previously issued $150,000,000 aggregate principal amount of 9its 12.50% Senior Subordinated Secured Notes due 2015 on September 24, 2010 and an additional $50.0 million aggregate principal amount of 12.50% Senior Secured Notes due 2015 on July 15, 2011 (collectively, the "Original “Existing Notes"”). The Original Notes will be issued pursuant to an indenture (the "Indenture"), to be dated the Closing Date (as defined herein), by and among the Company, the Co-Issuer, the Guarantor (as defined below) and U.S. Bank National Association, as trustee (the "Trustee"). The Company's obligations under the Original Notes will be unconditionally guaranteed (the "Guarantee") on an unsecured senior subordinated basis by Norcraft Canada Corporation, a Nova Scotia unlimited liability company that will be contributed to the Company after the date of this Agreement (the "Guarantor" and, together with Holdings, the Company and the Co-Issuer, the "Issuers"; provided, that with respect to any right, obligation or agreement set forth in this Agreement that is to be performed (i) prior to the execution of the Joinder Agreement (as defined below) by the Company and the Guarantor, the term Issuers shall refer only to Holdings and the Co-Issuer and (ii) following the execution of the Joinder Agreement by the Company and the Guarantor, the term Issuers shall refer only to the Company, the Co-Issuer and the Guarantor). All references herein to the Original Notes include the related Guarantee, unless the context otherwise requires. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Indenture. The Original Notes will be offered and sold to the Initial Purchasers Purchaser pursuant to an exemption from the registration requirements under of the Securities Act of 1933, as amended (the "Act"). The Issuers have prepared a preliminary offering memorandum, dated September 30, 2003 (the "Preliminary Offering Memorandum")amended, and a final offering memorandum dated October 10, 2003 the rules and available for distribution on or about the date hereof (the "Offering Memorandum") relating to the Issuers and the Original Notes. The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Purchase Agreement (this "Agreement") has been executed and delivered, to resell (the "Exempt Resales") the Original Notes purchased by the Initial Purchasers under this Agreement in private sales exempt from registration under the Act on the terms set forth in the Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchasers reasonably believe to be "qualified institutional buyers," as defined in Rule 144A under the Act ("QIBs"), and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning regulations of Regulation S under the Act; the persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the "Eligible Purchasers." Upon issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Act, the Original Notes shall bear the legend relating thereto set forth under "Notice to investors" in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the registration rights set forth in the registration rights agreement (the "Registration Rights Agreement") to be dated the Closing Date in form and substance reasonably satisfactory to the Initial Purchasers and conforming to the description thereof in the Offering Memorandum, for so long as such Original Notes constitute "Registrable Notes" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Issuers will agree to (i) file with the Securities and Exchange Commission (the "Commission"“SEC”) thereunder (collectively, the “Securities Act”). The Company’s obligations under the circumstances set forth in Notes and the Registration Rights AgreementIndenture (as defined below) will be unconditionally, (a) a registration statement under the Act fully and irrevocably guaranteed, jointly and severally (the "Exchange Offer Registration Statement"“Guarantees”) relating on a senior secured basis, by each guarantor listed on the signature pages hereto and each future domestic Restricted Subsidiary of the Company (collectively, the “Guarantors”). The Notes and the Guarantees are referred to herein as the “Securities.” The Securities will be issued pursuant to that certain indenture, dated as of September 24, 2010 (the “Base Indenture”), as amended by the First Supplemental Indenture, dated as of July 15, 2011 (the “First Supplemental Indenture”), a new issue second supplemental indenture to be dated as of debt securities (collectively with the Private Exchange Notes Closing Date (as defined in Section 3 hereof) (the Registration Rights Agreement“Second Supplemental Indenture”), a third supplemental indenture to be dated as of the "Exchange Notes" Closing Date (the “Third Supplemental Indenture” and, together with the Original NotesBase Indenture, the "Notes," which term includes any guarantee thereof First Supplemental Indenture and the Second Supplemental Indenture, the “Indenture”), each by and among the GuarantorCompany, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”). In connection with, and as a condition to the consummation of, the Offering, the Company will solicit (the “Solicitation”) consent (the “Consent”) to be offered in exchange for the Original Notes (the "Exchange Offer") and issued under amendment of certain covenants contained the Indenture or an indenture substantially identical to the Indenture and/or (b) under certain circumstances as set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under Second Supplemental Indenture from the Act (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders of the Original Notes, and (ii) use reasonable best efforts to cause such Registration Statements to be declared effective. This Agreement, the Original Notes, the Guarantee, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "Note Documents." The Original Existing Notes are being offered and sold by the Company and the Co-Issuer in connection with the consummation of the Acquisition. In connection with the Acquisition, (i) an investor group led by SKM Equity Fund III, L.P. and Trimaran Fund II, L.L.C., will contribute cash to Norcraft Holdings L.P. in return for its limited partnership units; (ii) Xxxx Xxxxxx and his relatives will contribute cash and 100% of the outstanding equity interests of the Guarantor (which shall be the owner of the Winnipeg manufacturing facility described in the Offering Memorandum); (iii) certain members of the Company's senior management will exchange a portion of their membership units in the Company for limited partnership units of Norcraft Holdings, L.P. and exchange all or a portion of cash bonuses relating to the Acquisition in consideration for the right to receive additional limited partnership units of Norcraft Holdings L.P.; and (iv) the proceeds received by Norcraft Holdings L.P. from the transactions referred to in the foregoing clauses (i) and (ii) will be used to pay a portion of the consideration for the Acquisition and/or will be contributed to the Company as described in the Offering Memorandum (the transactions referred to in clauses (i) through (iii), the "Equity Financing"). In addition, on the Closing Date the Company will repay all outstanding borrowings under the Company's existing senior secured credit facility (the "Existing Credit Agreement") and enter into a new $70.0 million senior secured credit facility (the "New Credit Agreement") with UBS AG, Stamford Branch, as administrative agent and the lenders party thereto (collectively, the "Refinancing") as described in the Offering Memorandum. The offering of the Original Notes, the Equity Financing, the Refinancing, the Acquisition, the employment of Xxxx Xxxxxx by the Company on upon the terms and conditions set forth in the Offering Memorandum and the payment Company’s consent solicitation statement to holders of fees and expenses relating to the foregoing are collectively referred to as the "Transactions." The Note DocumentsExisting Notes dated April 5, the New Credit Agreement and the letters of credit, notes, security documents and other agreements relating thereto and the documents relating to the Acquisition and the Equity Financing are collectively referred to herein as the "Transaction Documents." Simultaneous with the closing of the Transactions, the Company and the Guarantor shall each enter into a joinder agreement 2013 (the "Joinder Agreement") to this Agreement, substantially in the form of Exhibit A hereto, pursuant to which each such entity will observe and perform all of the rights, obligations and liabilities of an Issuer as provided in this Agreement as if it were an original signatory hereto. Upon effectiveness of the Joinder Agreement with respect to the Company and the Guarantor, Holdings shall be fully and unconditionally released from all rights, obligations and liabilities hereunder and all such rights, obligations and liabilities shall thereafter be the rights, obligations and liabilities of the Company, the Co-Issuer and the Guarantor“Consent Solicitation Statement”).

Issuance of Notes. Upon consummation of the acquisition (the "Acquisition") by Holdings of 100% of the outstanding membership units of Norcraft Companies, L.P. (the "Company") on Subject to the terms set forth in that certain Unit Purchase Agreement, dated as of August 29, 2003, among Holdings' predecessor, the Company's predecessor and the sellers and sellers' representatives named therein (as amended on October 3, 2003, the "UPA")conditions herein contained, the Company and the Co-Issuer propose proposes to issue and sell to UBS Securities LLC the several initial purchasers listed on Schedule I hereto (the "Representative") and Wachovia Capital Markets, LLC (together with the Representative, the "“Initial Purchasers") ”), for whom Xxxxxxxxx & Company, Inc. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated are acting as representatives (the “Representatives”), $150,000,000 400 million aggregate principal amount of 97.250% Senior Subordinated Notes due 2011 2019 (each a “Note” and, collectively, the "Original “Notes"”). The Original Notes will be issued pursuant to an indenture (the "“Indenture"”), to be dated the Closing Date (as defined herein)of April 5, 2011, by and among the Company, the Co-Issuer, the Guarantor (as defined below) Guarantors party thereto and U.S. Bank National AssociationWilmington Trust FSB, as trustee (the "“Trustee"”). The Company's obligations under the Original Notes will be unconditionally guaranteed (the "Guarantee") on an unsecured senior subordinated basis by Norcraft Canada Corporation, a Nova Scotia unlimited liability company that will be contributed to the Company after the date of this Agreement (the "Guarantor" and, together with Holdings, the Company and the Co-Issuer, the "Issuers"; provided, that with respect to any right, obligation or agreement set forth in this Agreement that is to be performed (i) prior to the execution of the Joinder Agreement (as defined below) by the Company and the Guarantor, the term Issuers shall refer only to Holdings and the Co-Issuer and (ii) following the execution of the Joinder Agreement by the Company and the Guarantor, the term Issuers shall refer only to the Company, the Co-Issuer and the Guarantor). All references herein to the Original Notes include the related Guarantee, unless the context otherwise requires. Capitalized terms used used, but not otherwise defined herein herein, shall have the meanings given to such terms set forth in the Indenture“Description of the Notes” section of the Final Offering Memorandum (as hereinafter defined). The Original Notes will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under of the Securities Act of 1933, as amended amended, and the rules and regulations of the Securities and Exchange Commission (the "“SEC”) thereunder (collectively, the “Securities Act"”). The Issuers have prepared a preliminary offering memorandumUpon original issuance thereof, dated September 30, 2003 (the "Preliminary Offering Memorandum"), and a final offering memorandum dated October 10, 2003 and available for distribution on or about the date hereof (the "Offering Memorandum") relating to the Issuers and the Original Notes. The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Purchase Agreement (this "Agreement") has been executed and delivered, to resell (the "Exempt Resales") the Original Notes purchased by the Initial Purchasers under this Agreement in private sales exempt from registration under the Act on the terms set forth in the Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchasers reasonably believe to be "qualified institutional buyers," as defined in Rule 144A under the Act ("QIBs"), and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act; the persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the "Eligible Purchasers." Upon issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Original Notes shall bear the legend relating thereto set forth under "Notice to investors" in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the registration rights legends set forth in the registration rights agreement final offering memorandum, dated the date hereof (the "Registration Rights Agreement"“Final Offering Memorandum”). The Company has prepared a preliminary offering memorandum, dated March 24, 2011 (the “Preliminary Offering Memorandum”), (ii) to be a pricing term sheet, dated the Closing Date in form date hereof, attached hereto as Schedule II, which includes pricing terms and substance reasonably satisfactory other information with respect to the Initial Purchasers Notes (the “Pricing Supplement”), and conforming to (iii) the description thereof in the Final Offering Memorandum, for so long as such Original Notes constitute "Registrable Notes" (as defined in the Registration Rights Agreement). Pursuant each case, relating to the Registration Rights Agreement, offer and sale of the Issuers will agree to (i) file with the Securities and Exchange Commission (the "Commission") under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement under the Act (the "Exchange Offer Registration Statement") relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), the "Exchange Notes" and, together with the Original Notes, the "Notes," which term includes any guarantee thereof by the Guarantor) to be offered in exchange for the Original Notes (the "Exchange Offer"“Offering”). All references in this Purchase Agreement (this “Agreement”) and issued under the Indenture or an indenture substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the "Shelf Registration Statement" and, together with the Exchange Offer Registration StatementPreliminary Offering Memorandum, the "Registration Statements") relating to Time of Sale Document or the resale by certain holders of the Original NotesFinal Offering Memorandum include, and (ii) use reasonable best efforts to cause such Registration Statements to be declared effective. This Agreement, the Original Notes, the Guarantee, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "Note Documents." The Original Notes are being offered and sold by the Company and the Co-Issuer in connection with the consummation of the Acquisition. In connection with the Acquisitionunless expressly stated otherwise, (i) an investor group led by SKM Equity Fund IIIall amendments or supplements thereto, L.P. and Trimaran Fund II, L.L.C., will contribute cash to Norcraft Holdings L.P. in return for its limited partnership units; (ii) Xxxx Xxxxxx all documents, financial statements and his relatives will contribute cash schedules and 100% other information contained, incorporated by reference or deemed incorporated by reference therein (and references in this Agreement to such information being “contained,” “included” or “stated” (and other references of like import) in the outstanding equity interests Preliminary Offering Memorandum, the Time of Sale Document or the Guarantor (which Final Offering Memorandum shall be the owner of the Winnipeg manufacturing facility described in the Offering Memorandumdeemed to mean all such information contained, incorporated by reference or deemed incorporated by reference therein); , (iii) certain members any electronic Time of the Company's senior management will exchange a portion of their membership units in the Company for limited partnership units of Norcraft Holdings, L.P. and exchange all Sale Document or a portion of cash bonuses relating to the Acquisition in consideration for the right to receive additional limited partnership units of Norcraft Holdings L.P.; Final Offering Memorandum and (iv) the proceeds received by Norcraft Holdings L.P. from the transactions referred any offering memorandum “wrapper” to in the foregoing clauses (i) and (ii) will be used in connection with offers to pay a portion sell, solicitations of offers to buy or sales of the consideration for the Acquisition and/or will be contributed to the Company as described Notes in the Offering Memorandum (the transactions referred to in clauses (i) through (iii), the "Equity Financing"). In addition, on the Closing Date the Company will repay all outstanding borrowings under the Company's existing senior secured credit facility (the "Existing Credit Agreement") and enter into a new $70.0 million senior secured credit facility (the "New Credit Agreement") with UBS AG, Stamford Branch, as administrative agent and the lenders party thereto (collectively, the "Refinancing") as described in the Offering Memorandumnon-U.S. jurisdictions. The offering of the Original Notes, the Equity Financing, the Refinancing, the Acquisition, the employment of Xxxx Xxxxxx by the Company on the terms set forth in the Preliminary Offering Memorandum and the payment of fees and expenses relating to the foregoing are collectively referred to as the "Transactions." The Note Documents, the New Credit Agreement and the letters of credit, notes, security documents and other agreements relating thereto and the documents relating to the Acquisition and the Equity Financing Pricing Supplement are collectively referred to herein as the "Transaction Documents“Time of Sale Document." Simultaneous with the closing of the Transactions, the Company and the Guarantor shall each enter into a joinder agreement (the "Joinder Agreement") to this Agreement, substantially in the form of Exhibit A hereto, pursuant to which each such entity will observe and perform all of the rights, obligations and liabilities of an Issuer as provided in this Agreement as if it were an original signatory hereto. Upon effectiveness of the Joinder Agreement with respect to the Company and the Guarantor, Holdings shall be fully and unconditionally released from all rights, obligations and liabilities hereunder and all such rights, obligations and liabilities shall thereafter be the rights, obligations and liabilities of the Company, the Co-Issuer and the Guarantor.”

Issuance of Notes. Upon consummation of the acquisition (the "Acquisition") by Holdings of 100% of the outstanding membership units of Norcraft Companies, L.P. (the "Company") on the terms set forth in that certain Unit Purchase Agreement, dated as of August 29, 2003, among Holdings' predecessor, the Company's predecessor and the sellers and sellers' representatives named therein (as amended on October 3, 2003, the "UPA"), the The Company and the Co-Issuer propose proposes to issue and sell to UBS Xxxxxxxxx, Lufkin & Xxxxxxxx Securities LLC Corporation (the "Representative") and Wachovia Capital Markets, LLC (together with the Representative, the "Initial PurchasersPurchaser") $150,000,000 45,000,000 in aggregate principal amount at maturity of 9the Company's 14% Series C Senior Subordinated Discount Notes due 2011 2006 (the "Original Series C Notes"). The Original Series C Notes will be issued pursuant to the terms of an indenture (the "Indenture")) between the Company and Firstar Bank of Minnesota, to be dated the Closing Date (as defined herein), by and among the Company, the Co-Issuer, the Guarantor (as defined below) and U.S. Bank National AssociationN.A., as trustee (the "Trustee"). The Company's obligations under the Original Notes will be unconditionally guaranteed (the "Guarantee") on an unsecured senior subordinated basis by Norcraft Canada Corporation, a Nova Scotia unlimited liability company that will be contributed to the Company after the date of this Agreement (the "Guarantor" and, together with Holdings, the Company and the Co-Issuer, the "Issuers"; provided, that with respect to any right, obligation or agreement set forth in this Agreement that is to be performed (i) prior to the execution of the Joinder Agreement (as defined below) by the Company and the Guarantor, the term Issuers shall refer only to Holdings and the Co-Issuer and (ii) following the execution of the Joinder Agreement by the Company and the Guarantor, the term Issuers shall refer only to the Company, the Co-Issuer and the Guarantor). All references herein to the Original Notes include the related Guarantee, unless the context otherwise requires. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Indenture. The Original Series C Notes will be offered and sold to the Initial Purchasers you pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the "Act"). The Issuers have Company has prepared a preliminary offering memorandum, disclosure material dated September 3016, 2003 (the "Preliminary Offering Memorandum"), and a final offering memorandum dated October 10, 2003 and available for distribution on or about the date hereof 1997 (the "Offering Memorandum") ), relating to the Issuers Company and the Original Series C Notes. The Initial Purchasers Capitalized terms used but not defined herein shall have the meanings assigned to them in the Indenture. Upon original issuance thereof, and until such time as the same is no longer required under the applicable requirements of the Act, the Series C Notes (and all securities issued in exchange therefor or in substitution thereof) shall bear the following legend: THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER XXXXXXX 0 XX XXX XXXXXX XXXXXX SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1)(a) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND, IN THE CASE OF CLAUSE (b), (c) OR (d), BASED UPON AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS), (2) TO THE ISSUER OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OR ANY SECURITY ISSUED IN EXCHANGE FOR OR IN SUBSTITUTION HEREOF OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE. You have advised the Issuers Company that the Initial Purchasers intend, as soon as they deem practicable after this Purchase Agreement (this "Agreement") has been executed and delivered, to resell you will make offers (the "Exempt Resales") of the Original Series C Notes purchased by the Initial Purchasers under this Agreement in private sales exempt from registration under the Act hereunder on the terms set forth in the Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchasers you reasonably believe to be "qualified institutional buyers," as defined in Rule 144A under the Act ("QIBs"), and (ii) other eligible purchasers pursuant to offers and sales . The QIBs that occur outside purchase the United States within Series C Notes from the meaning of Regulation S under Purchaser in the Act; the persons specified in clauses (i) and (ii) initial placement thereof are sometimes collectively referred to herein as the "Eligible PurchasersPurchaser." Upon issuance The Purchaser will offer the Series C Notes to such QIBs initially at a price equal to 66.50% of the Original Notes and until such principal amount at maturity thereof. Such price may be changed by the Purchaser at any time as the same is no longer required under the applicable requirements of the Act, the Original Notes shall bear the legend relating thereto set forth under "Notice to investors" in the Offering Memorandumwithout notice. Holders (including subsequent transferees) of the Original Series C Notes will have the registration rights set forth in the registration rights agreement to be dated the Closing Date (as defined below) between the Company and the Purchaser (the "Registration Rights Agreement") to be dated in substantially the Closing Date in form and substance reasonably satisfactory to the Initial Purchasers and conforming to the description thereof in the Offering Memorandumof Exhibit A hereto, for so long as such Original Series C Notes constitute "Registrable NotesTransfer Restricted Securities" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Issuers Company will agree to (i) file with the Securities and Exchange Commission (the "Commission") ), under the circumstances and on the terms set forth in the Registration Rights Agreementtherein, (ai) a registration statement under the Act (the "Exchange Offer Registration Statement") relating to a new issue of debt securities the 14% Series D Senior Discount Notes due 2006 (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), the "Exchange Notes" and, and together with the Original Series C Notes, the "Notes," which term includes any guarantee thereof by the GuarantorSecurities") to be offered in exchange for the Original Series C Notes (the "Exchange Offer"), and (ii) and issued under the Indenture or an indenture substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders of the Original Series C Notes, and (ii) to use reasonable its best efforts to cause such Registration Statements to be declared effective. This Pursuant to the Registration Rights Agreement, the Original NotesCompany will file a registration statement (the "Registration Statement") for the purpose of registering the Exchange Notes under the Act. This Purchase Agreement (this "Agreement"), the GuaranteeSecurities, the Indenture and Indenture, the Registration Rights Agreement and the warrant agreement in the form attached to the Indenture as Exhibit E to the Indenture (the "Warrant Agreement") are hereinafter sometimes referred to collectively as the "Note Documents." The Original Notes are being offered and sold by the Company and the Co-Issuer in connection with the consummation of the Acquisition. In connection with the Acquisition, (i) an investor group led by SKM Equity Fund III, L.P. and Trimaran Fund II, L.L.C., will contribute cash to Norcraft Holdings L.P. in return for its limited partnership units; (ii) Xxxx Xxxxxx and his relatives will contribute cash and 100% of the outstanding equity interests of the Guarantor (which shall be the owner of the Winnipeg manufacturing facility described in the Offering Memorandum); (iii) certain members of the Company's senior management will exchange a portion of their membership units in the Company for limited partnership units of Norcraft Holdings, L.P. and exchange all or a portion of cash bonuses relating to the Acquisition in consideration for the right to receive additional limited partnership units of Norcraft Holdings L.P.; and (iv) the proceeds received by Norcraft Holdings L.P. from the transactions referred to in the foregoing clauses (i) and (ii) will be used to pay a portion of the consideration for the Acquisition and/or will be contributed to the Company as described in the Offering Memorandum (the transactions referred to in clauses (i) through (iii), the "Equity Financing"). In addition, on the Closing Date the Company will repay all outstanding borrowings under the Company's existing senior secured credit facility (the "Existing Credit Agreement") and enter into a new $70.0 million senior secured credit facility (the "New Credit Agreement") with UBS AG, Stamford Branch, as administrative agent and the lenders party thereto (collectively, the "Refinancing") as described in the Offering Memorandum. The offering of the Original Notes, the Equity Financing, the Refinancing, the Acquisition, the employment of Xxxx Xxxxxx by the Company on the terms set forth in the Offering Memorandum and the payment of fees and expenses relating to the foregoing are collectively referred to as the "Transactions." The Note Documents, the New Credit Agreement and the letters of credit, notes, security documents and other agreements relating thereto and the documents relating to the Acquisition and the Equity Financing are collectively referred to herein as the "Transaction Documents." Simultaneous with the closing of the Transactions, the Company and the Guarantor shall each enter into a joinder agreement (the "Joinder Agreement") to this Agreement, substantially in the form of Exhibit A hereto, pursuant to which each such entity will observe and perform all of the rights, obligations and liabilities of an Issuer as provided in this Agreement as if it were an original signatory hereto. Upon effectiveness of the Joinder Agreement with respect to the Company and the Guarantor, Holdings shall be fully and unconditionally released from all rights, obligations and liabilities hereunder and all such rights, obligations and liabilities shall thereafter be the rights, obligations and liabilities of the Company, the Co-Issuer and the Guarantor.

Issuance of Notes. Upon consummation of the acquisition (the "Acquisition") by Holdings of 100% of the outstanding membership units of Norcraft Companies, L.P. (the "Company") on Subject to the terms set forth in that certain Unit Purchase Agreement, dated as of August 29, 2003, among Holdings' predecessor, the Company's predecessor and the sellers and sellers' representatives named therein (as amended on October 3, 2003, the "UPA")conditions herein contained, the Company and the Co-Issuer propose proposes to issue and sell to UBS Securities LLC Jefferies & Company, Inc. (the "Representative") and Wachovia Capital Markets, LLC (together with the Representative, the "“Initial Purchasers"Purchaser”) $150,000,000 47,000,000 aggregate principal amount of 9its 11 5/8% Senior Subordinated Secured Notes due 2011 2015 (the "Original “Notes"”). The Original Notes will be issued pursuant to an the indenture (the "“Indenture"”), to be dated the Closing Date (as defined herein)of November 30, 2009, by and among the Company, the Co-IssuerGuarantors and Deutsche Bank Trust Company Americas, as collateral agent (in such capacity, the Guarantor (as defined below) “Collateral Agent”), and U.S. Bank National AssociationWilmington Trust FSB, as trustee successor trustee. (the "Trustee"). The Company's obligations under the Original Notes will be unconditionally guaranteed (the "Guarantee") on an unsecured senior subordinated basis by Norcraft Canada Corporation, a Nova Scotia unlimited liability company that will be contributed to the Company after the date of this Agreement (the "Guarantor" and, together with Holdingsin such capacity, the Company and the Co-Issuer, the "Issuers"; provided, that with respect to any right, obligation or agreement set forth in this Agreement that is to be performed (i) prior to the execution of the Joinder Agreement (as defined below) by the Company and the Guarantor, the term Issuers shall refer only to Holdings and the Co-Issuer and (ii) following the execution of the Joinder Agreement by the Company and the Guarantor, the term Issuers shall refer only to the Company, the Co-Issuer and the Guarantor“Trustee”). All references herein to the Original Notes include the related Guarantee, unless the context otherwise requires. Capitalized terms used used, but not otherwise defined herein herein, shall have the meanings given to such terms set forth in the Indenture“Description of Exchange Notes” section of our registration statement on Form S-4 (File No. 333-164887) (the “Exchange Offer Registration Statement”). The Original Notes will be offered and sold to the Initial Purchasers Purchaser pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the "“Securities Act"”). The Issuers have prepared a preliminary offering memorandumUpon original issuance thereof, dated September 30, 2003 (the "Preliminary Offering Memorandum"), and a final offering memorandum dated October 10, 2003 and available for distribution on or about the date hereof (the "Offering Memorandum") relating to the Issuers and the Original Notes. The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Purchase Agreement (this "Agreement") has been executed and delivered, to resell (the "Exempt Resales") the Original Notes purchased by the Initial Purchasers under this Agreement in private sales exempt from registration under the Act on the terms set forth in the Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchasers reasonably believe to be "qualified institutional buyers," as defined in Rule 144A under the Act ("QIBs"), and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act; the persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the "Eligible Purchasers." Upon issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Original Notes shall bear the legend relating thereto set forth under "Notice to investors" in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the registration rights legends set forth in the registration rights agreement “Notice to Investors” section of the preliminary offering term sheet, dated the date hereof (the "Registration Rights Agreement") to be dated “Preliminary Offering Term Sheet”), including the Closing Date in form information incorporated by reference therein and substance reasonably satisfactory to the Initial Purchasers and conforming to the description thereof in the Offering Memorandum, for so long as such Original Notes constitute "Registrable Notes" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Issuers will agree to (i) file with the Securities and Exchange Commission final offering term sheet (the "Commission"“Final Offering Term Sheet”) under which includes the circumstances set forth in the Registration Rights Agreement, (a) a registration statement under the Act (the "Exchange Offer Registration Statement") relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), the "Exchange Notes" and, together with the Original Notes, the "Notes," which term includes any guarantee thereof by the Guarantor) to be offered in exchange for the Original Notes (the "Exchange Offer") and issued under the Indenture or an indenture substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, the "Registration Statements") pricing terms relating to the resale by certain holders purchase and sale of the Original Notes, and Notes by the Initial Purchaser (ii) use reasonable best efforts to cause such Registration Statements to be declared effectivethe “Offering”). This Agreement, the Original Notes, the Guarantee, the Indenture The Preliminary Offering Term Sheet and the Registration Rights Agreement Final Offering Term Sheet as amended and supplemented are hereinafter sometimes referred to collectively as the "Note Documents." The Original Notes are being offered and sold by the Company and the Co-Issuer in connection with the consummation of the Acquisition. In connection with the Acquisition, (i) an investor group led by SKM Equity Fund III, L.P. and Trimaran Fund II, L.L.C., will contribute cash to Norcraft Holdings L.P. in return for its limited partnership units; (ii) Xxxx Xxxxxx and his relatives will contribute cash and 100% of the outstanding equity interests of the Guarantor (which shall be the owner of the Winnipeg manufacturing facility described in the Offering Memorandum); (iii) certain members of the Company's senior management will exchange a portion of their membership units in the Company for limited partnership units of Norcraft Holdings, L.P. and exchange all or a portion of cash bonuses relating to the Acquisition in consideration for the right to receive additional limited partnership units of Norcraft Holdings L.P.; and (iv) the proceeds received by Norcraft Holdings L.P. from the transactions referred to in the foregoing clauses (i) and (ii) will be used to pay a portion of the consideration for the Acquisition and/or will be contributed to the Company as described in the Offering Memorandum (the transactions referred to in clauses (i) through (iii), the "Equity Financing"). In addition, on the Closing Date the Company will repay all outstanding borrowings under the Company's existing senior secured credit facility (the "Existing Credit Agreement") and enter into a new $70.0 million senior secured credit facility (the "New Credit Agreement") with UBS AG, Stamford Branch, as administrative agent and the lenders party thereto (collectively, the "Refinancing") as described in the Offering Memorandum. The offering of the Original Notes, the Equity Financing, the Refinancing, the Acquisition, the employment of Xxxx Xxxxxx by the Company on the terms set forth in the Offering Memorandum and the payment of fees and expenses relating to the foregoing are collectively referred to as the "Transactions." The Note Documents, the New Credit Agreement and the letters of credit, notes, security documents and other agreements relating thereto and the documents relating to the Acquisition and the Equity Financing are collectively referred to herein as the "Transaction Documents“Pricing Disclosure Package." Simultaneous with the closing ” Approximately $24.0 million of the Transactionsnet proceeds from the sale of the Notes will be used to finance the acquisition of the stock of The Oceanaire, Inc., an upscale seafood restaurant chain, if such acquisition is consummated. The remaining amount of net proceeds from the Company and sale of the Guarantor shall each enter into a joinder agreement (the "Joinder Agreement") to this Agreementnotes, substantially in the form of Exhibit A hereto, pursuant to which each such entity will observe and perform or all of the rightsnet proceeds from this Offering if the acquisition is not consummated, obligations will be used to repay outstanding revolver balances and liabilities of an Issuer as provided in this Agreement as if it were an original signatory hereto. Upon effectiveness of the Joinder Agreement with respect to the Company and the Guarantor, Holdings shall be fully and unconditionally released from all rights, obligations and liabilities hereunder and all such rights, obligations and liabilities shall thereafter be the rights, obligations and liabilities of the Company, the Co-Issuer and the Guarantorfor general corporate purposes.

Issuance of Notes. Upon consummation of the acquisition (the "Acquisition") by Holdings of 100% of the outstanding membership units of Norcraft Companies, L.P. (the "Company") on the terms set forth in that certain Unit Purchase Agreement, dated as of August 29, 2003, among Holdings' predecessor, the Company's predecessor and the sellers and sellers' representatives named therein (as amended on October 3, 2003, the "UPA"), the The Company and the Co-Issuer propose proposes to issue and sell ----------------- to UBS Securities LLC Warburg LLC, Deutsche Banc Alex. Xxxxx Inc. and First Union Securities, Inc. (the "Representative") and Wachovia Capital Markets, LLC (together with the Representative, the "Initial Purchasers") $150,000,000 175,000,000 aggregate principal amount of 99 5/8% Senior Subordinated Notes due 2011 2012 (the "Original Notes"). The Original Notes will be issued pursuant to an indenture (the "Indenture"), to be dated the Closing Date (as defined herein), by and among the Company, the Co-Issuer, the Guarantor (as defined below) Guarantors and U.S. Bank National AssociationXX Xxxxxx Chase Bank, as trustee (the "Trustee"). The Company's obligations under the Original Notes will be unconditionally guaranteed (the "GuaranteeGuarantees") on an unsecured senior subordinated basis by Norcraft Canada Corporationthe guarantors listed on Schedule I ---------- hereto (collectively, a Nova Scotia unlimited liability company that will be contributed to the Company after the date of this Agreement (the "GuarantorGuarantors" and, together collectively with Holdings, the Company and the Co-IssuerCompany, the "Issuers"; provided, that with respect to any right, obligation or agreement set forth in this Agreement that is to be performed (i) prior to the execution of the Joinder Agreement (as defined below) by the Company and the Guarantor, the term Issuers shall refer only to Holdings and the Co-Issuer and (ii) following the execution of the Joinder Agreement by the Company and the Guarantor, the term Issuers shall refer only to the Company, the Co-Issuer and the Guarantor). All references herein to the Original Notes include the related GuaranteeGuarantees, unless the context otherwise requires. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Indenture. The Original Notes will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the "Act"). The Issuers have prepared a preliminary offering memorandum, dated September 30January 9, 2003 2002 (together with any amendments or supplements thereto, the "Preliminary Offering Memorandum"), and a final offering memorandum dated October 10, 2003 and available for distribution on or about the date hereof (together with any amendments or supplements thereto, the "Offering Memorandum") relating to the Issuers Company, the Guarantors and the Original Notes. The Initial Purchasers have advised the Issuers Company that the Initial Purchasers intend, as soon as they deem practicable after this Purchase Agreement (this "Agreement") has been executed and delivered, to resell (the "Exempt Resales") the Original Notes purchased by the Initial Purchasers under this Agreement in private sales exempt from registration under the Act on the terms set forth in the Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchasers reasonably believe to be "qualified institutional buyers," as defined in Rule 144A under the Act ("QIBs"), and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act; the persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the "Eligible Purchasers." Upon issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Act, the Original Notes shall bear the legend relating thereto set forth under "Notice to investorsInvestors" in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the registration rights set forth in the registration rights agreement (the "Registration Rights Agreement") to be dated the Closing Date in form and substance reasonably satisfactory to the Initial Purchasers and conforming to the description thereof in the Offering Memorandum, for so long as such Original Notes constitute "Registrable Notes" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Issuers will agree to (i) file with the Securities and Exchange Commission (the "Commission") under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement under the Act (the "Exchange Offer Registration Statement") relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), the "Exchange Notes" and, together with the Original Notes, the "Notes," which term includes any guarantee thereof by the Guarantorguarantees related thereto) to be offered in exchange for the Original Notes (the "Exchange Offer") and issued under the Indenture or an indenture substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders of the Original Notes, and (ii) to use their commercially reasonable best efforts to cause such Registration Statements to be declared effective. This Agreement, the Original Notes, the Guarantee, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "Note Documents." The Original Notes are being offered and sold by the Company and the Co-Issuer in connection part combined with the consummation of financings under the Acquisition. In connection with the Acquisition, Credit Facilities (defined below) to (i) an investor group led by SKM Equity Fund III, L.P. and Trimaran Fund II, L.L.C., will contribute cash to Norcraft Holdings L.P. in return for its limited partnership units; (ii) Xxxx Xxxxxx and his relatives will contribute cash and 100% of the outstanding equity interests of the Guarantor (which shall be the owner of the Winnipeg manufacturing facility described in the Offering Memorandum); (iii) certain members of the Company's senior management will exchange a portion of their membership units in the Company for limited partnership units of Norcraft Holdings, L.P. and exchange all or a portion of cash bonuses relating to the Acquisition in consideration for the right to receive additional limited partnership units of Norcraft Holdings L.P.; and (iv) the proceeds received by Norcraft Holdings L.P. from the transactions referred to in the foregoing clauses (i) and (ii) will be used to pay a portion of the consideration for the Acquisition and/or will be contributed to the Company as described in the Offering Memorandum (the transactions referred to in clauses (i) through (iii), the "Equity Financing"). In addition, on the Closing Date the Company will repay all outstanding borrowings under refinance the Company's existing $175.0 million senior secured credit facility (the "Existing Debt Refinancing"), (ii) terminate and repay in full the Company's existing lease financing facility, (iii) repay in full the Company's existing $100.0 million Senior Notes due 2006, (iv) provide for the Company's ongoing working capital needs and other general corporate purposes and (v) pay related transaction fees and expenses. In addition, the Company will enter into a Credit Agreement (the "Credit Agreement") and enter into a new $70.0 million senior secured credit facility (the "New Credit Agreement") with UBS AG, Stamford Branch, as administrative agent an Amended and the lenders party thereto Restated Participa- tion Agreement (collectively, the "RefinancingCredit Facilities") with First Union Securities, Inc. as described in agent, and certain lenders thereto whereby the Offering MemorandumCompany will have no less than a $87.981968 million senior credit facility and a $72.018032 million master operating lease available. The offering of the Original Notes, the Equity Financing, Debt Refinancing and the Refinancing, entering into of the Acquisition, the employment of Xxxx Xxxxxx by the Company Credit Facilities on the terms set forth in the Offering Memorandum and the payment of fees and expenses relating to the foregoing Closing Date (as defined below) are collectively referred to as the "Transactions." The Note Documents, the New Credit Agreement Facilities and the letters of credit, notes, security documents and other agreements relating thereto and Credit Documents (as defined in the documents relating to the Acquisition and the Equity Financing Credit Agreement) are collectively referred to herein as the "Transaction Documents." Simultaneous with the closing of the Transactions, the Company and the Guarantor shall each enter into a joinder agreement (the "Joinder Agreement") to this Agreement, substantially in the form of Exhibit A hereto, pursuant to which each such entity will observe and perform all of the rights, obligations and liabilities of an Issuer as provided in this Agreement as if it were an original signatory hereto. Upon effectiveness of the Joinder Agreement with respect to the Company and the Guarantor, Holdings shall be fully and unconditionally released from all rights, obligations and liabilities hereunder and all such rights, obligations and liabilities shall thereafter be the rights, obligations and liabilities of the Company, the Co-Issuer and the Guarantor.

Issuance of Notes. Upon consummation of the acquisition (the "Acquisition") by Holdings of 100% of the outstanding membership units of Norcraft Companies, L.P. (the "Company") on Subject to the terms set forth in that certain Unit Purchase Agreement, dated as of August 29, 2003, among Holdings' predecessorand conditions herein contained, the Company's predecessor and the sellers and sellers' representatives named therein (as amended on October 3, 2003, the "UPA"), the Company and the Co-Issuer Issuers propose to issue and sell to UBS Securities LLC Xxxxxxxxx & Company, Inc. (the "“Representative"”) and Wachovia Capital Markets, LLC each of the other Initial Purchasers listed on Schedule I attached hereto (together with the Representative, the "“Initial Purchasers"” and each, an “Initial Purchaser”) an additional $150,000,000 60,000,000 aggregate principal amount of 913.250% Senior Subordinated Secured Notes due 2011 2015 (each a “Note” and, collectively, the "Original “Notes"”). The Original Notes will be issued pursuant to an under the same indenture (the "“Indenture"”), to be dated the Closing Date (as defined herein)of June 21, 2010, by and among the CompanyIssuers, the Co-IssuerGuarantors party thereto and Xxxxx Fargo Bank, the Guarantor (as defined below) and U.S. Bank National Association, as trustee (in such capacity, the "“Trustee"”) and collateral agent (in such capacity, the “Collateral Agent”) as the Issuers’ outstanding $250,000,000 aggregate principal amount of 13.250% Senior Secured Notes due 2015 (the “Existing Notes”). The Company's obligations Notes will constitute the same series of securities as the Existing Notes and will be treated as a single class for all purposes under the Original Notes will be unconditionally guaranteed (the "Guarantee") on an unsecured senior subordinated basis by Norcraft Canada Corporation, a Nova Scotia unlimited liability company that will be contributed to the Company after the date of this Agreement (the "Guarantor" and, together with Holdings, the Company and the Co-Issuer, the "Issuers"; provided, that with respect to any right, obligation or agreement set forth in this Agreement that is to be performed (i) prior to the execution of the Joinder Agreement (as defined below) by the Company and the Guarantor, the term Issuers shall refer only to Holdings and the Co-Issuer and (ii) following the execution of the Joinder Agreement by the Company and the Guarantor, the term Issuers shall refer only to the Company, the Co-Issuer and the Guarantor). All references herein to the Original Notes include the related Guarantee, unless the context otherwise requiresIndenture. Capitalized terms used used, but not otherwise defined herein herein, shall have the meanings given to such terms set forth in the Indenture“Description of the Notes” section of the Final Offering Memorandum (as hereinafter defined). The Original Notes will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under of the Securities Act of 1933, as amended amended, and the rules and regulations of the Securities and Exchange Commission (the "“SEC”) thereunder (collectively, the “Securities Act"”). The Issuers have prepared a preliminary offering memorandumUpon original issuance thereof, dated September 30, 2003 (the "Preliminary Offering Memorandum"), and a final offering memorandum dated October 10, 2003 and available for distribution on or about the date hereof (the "Offering Memorandum") relating to the Issuers and the Original Notes. The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Purchase Agreement (this "Agreement") has been executed and delivered, to resell (the "Exempt Resales") the Original Notes purchased by the Initial Purchasers under this Agreement in private sales exempt from registration under the Act on the terms set forth in the Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchasers reasonably believe to be "qualified institutional buyers," as defined in Rule 144A under the Act ("QIBs"), and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act; the persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the "Eligible Purchasers." Upon issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Original Notes shall bear the legend relating thereto set forth under "Notice to investors" in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the registration rights legends set forth in the registration rights agreement final offering memorandum, dated the date hereof (the "Registration Rights Agreement"“Final Offering Memorandum”). The Issuers have prepared a preliminary offering memorandum, dated July 19, 2011 (the “Preliminary Offering Memorandum”), (ii) to be a pricing term sheet, dated the Closing Date in form date hereof, attached hereto as Schedule II, which includes pricing terms and substance reasonably satisfactory other information with respect to the Initial Purchasers Notes (the “Pricing Supplement”), and conforming to (iii) the description thereof in the Final Offering Memorandum, for so long as such Original Notes constitute "Registrable Notes" (as defined in the Registration Rights Agreement). Pursuant each case, relating to the Registration Rights Agreement, offer and sale of the Issuers will agree to (i) file with the Securities and Exchange Commission (the "Commission") under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement under the Act (the "Exchange Offer Registration Statement") relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), the "Exchange Notes" and, together with the Original Notes, the "Notes," which term includes any guarantee thereof by the Guarantor) to be offered in exchange for the Original Notes (the "Exchange Offer") and issued under the Indenture or an indenture substantially identical “Offering”). All references in this Agreement to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the "Shelf Registration Statement" and, together with the Exchange Offer Registration StatementPreliminary Offering Memorandum, the "Registration Statements") relating to Time of Sale Document or the resale by certain holders of the Original NotesFinal Offering Memorandum include, and (ii) use reasonable best efforts to cause such Registration Statements to be declared effective. This Agreement, the Original Notes, the Guarantee, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "Note Documents." The Original Notes are being offered and sold by the Company and the Co-Issuer in connection with the consummation of the Acquisition. In connection with the Acquisitionunless expressly stated otherwise, (i) an investor group led by SKM Equity Fund IIIall amendments or supplements thereto, L.P. and Trimaran Fund II, L.L.C., will contribute cash to Norcraft Holdings L.P. in return for its limited partnership units; (ii) Xxxx Xxxxxx all documents, financial statements and his relatives will contribute cash schedules and 100% other information contained, incorporated by reference or deemed incorporated by reference therein (and references in this Agreement to such information being “contained,” “included” or “stated” (and other references of like import) in the outstanding equity interests Preliminary Offering Memorandum, the Time of Sale Document or the Guarantor (which Final Offering Memorandum shall be the owner of the Winnipeg manufacturing facility described in the Offering Memorandumdeemed to mean all such information contained, incorporated by reference or deemed incorporated by reference therein); , (iii) certain members any electronic Time of the Company's senior management will exchange a portion of their membership units in the Company for limited partnership units of Norcraft Holdings, L.P. and exchange all Sale Document or a portion of cash bonuses relating to the Acquisition in consideration for the right to receive additional limited partnership units of Norcraft Holdings L.P.; Final Offering Memorandum and (iv) the proceeds received by Norcraft Holdings L.P. from the transactions referred any offering memorandum “wrapper” to in the foregoing clauses (i) and (ii) will be used in connection with offers to pay a portion sell, solicitations of offers to buy or sales of the consideration for the Acquisition and/or will be contributed to the Company as described Notes in the Offering Memorandum (the transactions referred to in clauses (i) through (iii), the "Equity Financing"). In addition, on the Closing Date the Company will repay all outstanding borrowings under the Company's existing senior secured credit facility (the "Existing Credit Agreement") and enter into a new $70.0 million senior secured credit facility (the "New Credit Agreement") with UBS AG, Stamford Branch, as administrative agent and the lenders party thereto (collectively, the "Refinancing") as described in the Offering Memorandumnon-U.S. jurisdictions. The offering of the Original Notes, the Equity Financing, the Refinancing, the Acquisition, the employment of Xxxx Xxxxxx by the Company on the terms set forth in the Preliminary Offering Memorandum and the payment of fees and expenses relating to the foregoing are collectively referred to as the "Transactions." The Note Documents, the New Credit Agreement and the letters of credit, notes, security documents and other agreements relating thereto and the documents relating to the Acquisition and the Equity Financing Pricing Supplement are collectively referred to herein as the "Transaction Documents“Time of Sale Document." Simultaneous with the closing of the Transactions, the Company and the Guarantor shall each enter into a joinder agreement (the "Joinder Agreement") to this Agreement, substantially in the form of Exhibit A hereto, pursuant to which each such entity will observe and perform all of the rights, obligations and liabilities of an Issuer as provided in this Agreement as if it were an original signatory hereto. Upon effectiveness of the Joinder Agreement with respect to the Company and the Guarantor, Holdings shall be fully and unconditionally released from all rights, obligations and liabilities hereunder and all such rights, obligations and liabilities shall thereafter be the rights, obligations and liabilities of the Company, the Co-Issuer and the Guarantor.”

Issuance of Notes. Upon consummation of the acquisition (the "Acquisition") by Holdings of 100% of the outstanding membership units of Norcraft CompaniesThe Issuer proposes, L.P. (the "Company") on subject to and upon the terms and conditions set forth in that certain Unit Purchase Agreementbelow, dated as of August 29, 2003, among Holdings' predecessor, the Company's predecessor and the sellers and sellers' representatives named therein (as amended on October 3, 2003, the "UPA"), the Company and the Co-Issuer propose to issue and sell to UBS Securities LLC (the "Representative") and Wachovia Capital Markets, LLC (together with the Representative, the "“Initial Purchasers"Purchaser”) $150,000,000 500,000,000 aggregate principal amount of 98.50% Senior Subordinated Notes due 2011 2021 (the "“Original Notes"”). The Original Notes will be issued pursuant to an indenture (the "Indenture"), to be dated the Closing Date (as defined herein), by and among the Company, the Co-Issuer, the Guarantor (as defined below) and U.S. Bank National Association, as trustee (the "Trustee"). The Company's obligations under the Original Notes will be unconditionally guaranteed (the "Guarantee") on an unsecured senior subordinated basis by Norcraft Canada Corporation, a Nova Scotia unlimited liability company that will be contributed to the Company after the date of this Agreement (the "Guarantor" and, together with Holdings, the Company and the Co-Issuer, the "Issuers"; provided, that with respect to any right, obligation or agreement set forth in this Agreement that is to be performed (i) prior to the execution of the Joinder Agreement (as defined below) by the Company and the Guarantor, the term Issuers shall refer only to Holdings and the Co-Issuer and (ii) following the execution of the Joinder Agreement by the Company and the Guarantor, the term Issuers shall refer only to the Company, the Co-Issuer and the Guarantor). All references herein to the Original Notes include the related Guarantee, unless the context otherwise requires. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Indenture. The Original Notes will be offered and sold to the Initial Purchasers Purchaser pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the "“Act"”). The Issuers have Issuer has prepared a preliminary offering memorandumcircular dated April 12, dated September 302011 (as amended or supplemented, 2003 (the "“Preliminary Offering Memorandum"), Circular”) and will prepare a final offering memorandum circular dated October 10, 2003 and available for distribution on as of the date hereof (as amended or about supplemented at the date hereof (the "“Final Offering Memorandum") Circular”), relating to the Issuers Issuer, the Guarantors (as defined below), the Subsidiaries (as defined below), the offering of the Original Notes and the Original Notes. The Initial Purchasers have Purchaser has advised the Issuers Issuer that the Initial Purchasers intendPurchaser intends, as soon as they deem it deems practicable after this Purchase Agreement (this "Agreement") has been executed and delivered, to resell (the "Exempt Resales") the Original Notes purchased by the Initial Purchasers under this Agreement in private sales exempt from registration under the Act (the “Exempt Resales”) on the terms set forth in the Preliminary and Final Offering MemorandumCircular, as amended or supplemented, solely to (i) persons whom the Initial Purchasers Purchaser reasonably believe believes to be "“qualified institutional buyers," ” (“QIBs”), as defined in Rule 144A under the Act ("QIBs"“Rule 144A”), in accordance with Rule 144A and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act; Act (“Regulation S”) in accordance with Regulation S (the persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the "Eligible Purchasers." Upon issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Act, the Original Notes shall bear the legend relating thereto set forth under "Notice to investors" in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the registration rights set forth in the registration rights agreement (the "Registration Rights Agreement") to be dated the Closing Date in form and substance reasonably satisfactory to the Initial Purchasers and conforming to the description thereof in the Offering Memorandum, for so long as such Original Notes constitute "Registrable Notes" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Issuers will agree to (i) file with the Securities and Exchange Commission (the "Commission") under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement under the Act (the "Exchange Offer Registration Statement") relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), the "Exchange Notes" and, together with the Original Notes, the "Notes," which term includes any guarantee thereof by the Guarantor) to be offered in exchange for the Original Notes (the "Exchange Offer") and issued under the Indenture or an indenture substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders of the Original Notes, and (ii) use reasonable best efforts to cause such Registration Statements to be declared effective. This Agreement, the Original Notes, the Guarantee, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "Note Documents“Eligible Purchasers”)." The Original Notes are being offered and sold by the Company and the Co-Issuer in connection with the consummation of the Acquisition. In connection with the Acquisition, (i) an investor group led by SKM Equity Fund III, L.P. and Trimaran Fund II, L.L.C., will contribute cash to Norcraft Holdings L.P. in return for its limited partnership units; (ii) Xxxx Xxxxxx and his relatives will contribute cash and 100% of the outstanding equity interests of the Guarantor (which shall be the owner of the Winnipeg manufacturing facility described in the Offering Memorandum); (iii) certain members of the Company's senior management will exchange a portion of their membership units in the Company for limited partnership units of Norcraft Holdings, L.P. and exchange all or a portion of cash bonuses relating to the Acquisition in consideration for the right to receive additional limited partnership units of Norcraft Holdings L.P.; and (iv) the proceeds received by Norcraft Holdings L.P. from the transactions referred to in the foregoing clauses (i) and (ii) will be used to pay a portion of the consideration for the Acquisition and/or will be contributed to the Company as described in the Offering Memorandum (the transactions referred to in clauses (i) through (iii), the "Equity Financing"). In addition, on the Closing Date the Company will repay all outstanding borrowings under the Company's existing senior secured credit facility (the "Existing Credit Agreement") and enter into a new $70.0 million senior secured credit facility (the "New Credit Agreement") with UBS AG, Stamford Branch, as administrative agent and the lenders party thereto (collectively, the "Refinancing") as described in the Offering Memorandum. The offering of the Original Notes, the Equity Financing, the Refinancing, the Acquisition, the employment of Xxxx Xxxxxx by the Company on the terms set forth in the Offering Memorandum and the payment of fees and expenses relating to the foregoing are collectively referred to as the "Transactions." The Note Documents, the New Credit Agreement and the letters of credit, notes, security documents and other agreements relating thereto and the documents relating to the Acquisition and the Equity Financing are collectively referred to herein as the "Transaction Documents." Simultaneous with the closing of the Transactions, the Company and the Guarantor shall each enter into a joinder agreement (the "Joinder Agreement") to this Agreement, substantially in the form of Exhibit A hereto, pursuant to which each such entity will observe and perform all of the rights, obligations and liabilities of an Issuer as provided in this Agreement as if it were an original signatory hereto. Upon effectiveness of the Joinder Agreement with respect to the Company and the Guarantor, Holdings shall be fully and unconditionally released from all rights, obligations and liabilities hereunder and all such rights, obligations and liabilities shall thereafter be the rights, obligations and liabilities of the Company, the Co-Issuer and the Guarantor.