Common use of Volatility Clause in Contracts

Volatility. For any determination of Fair Market Value made in the case of clause (B) of the definition of Fair Market Value, the volatility shall be no greater than the amounts set forth below during the time periods specified below: From the date hereof up to and including the third (3rd) anniversary of the date hereof: 40%, per annum. After the third (3rd) anniversary of the date hereof up to and including the expiration of this Warrant: 30%, per annum. Appendix B THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT ARE TRANSFERABLE ONLY IN ACCORDANCE WITH THE PROVISIONS OF A SHAREHOLDERS AGREEMENT, MADE AS OF JUNE 9, 2009 TO WHICH THE COMPANY AND ITS SHAREHOLDERS ARE PARTIES AND THE ARTICLES OF THE COMPANY, AND ANY HOLDER OF SHARES OF THE COMPANY (WHETHER ACQUIRED UPON ISSUANCE OR TRANSFER) SHALL BE, AND BE DEEMED TO BE A PARTY TO AND BOUND BY THAT AGREEMENT AND THE ARTICLES OF THE COMPANY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR WARRANTS IN DEFINITIVE FORM, THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. THE DEPOSITORY TRUST COMPANY (“DTC”) (55 XXXXX XXXXXX, XXX XXXX, XXX XXXX) SHALL ACT AS THE DEPOSITORY UNTIL A SUCCESSOR SHALL BE APPOINTED BY THE COMPANY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. SO LONG AS THE DEPOSITORY TRUST COMPANY, CDS CLEARING AND DEPOSITORY SERVICES INC., AND/OR ANY OF THEIR NOMINEES IS THE REGISTERED OWNER OF ANY WARRANTS, UNLESS (I) THE BOARD OF DIRECTORS OF THE COMPANY PROVIDES OTHERWISE OR (II) A PUBLIC OFFERING OF SHARES HAS OCCURRED, OWNERS OF BENEFICIAL INTERESTS IN SUCH WARRANTS WILL NOT BE ENTITLED TO HAVE SUCH WARRANTS REGISTERED IN THEIR NAMES. ALL REFERENCES IN THIS WARRANT TO THE HOLDER OR OWNER OF THIS WARRANT SHALL BE DEEMED TO ALSO REFER TO THE HOLDER OR OWNER OF A BENEFICIAL INTEREST IN THIS WARRANT. Warrant No. Void after June 9, 2016 MASONITE INC. WARRANT TO PURCHASE SHARES This WARRANT TO PURCHASE SHARES (this “Warrant”) is issued to Cede & Co. (the “Holder”), by Masonite Inc., a corporation continued under the laws of British Columbia (the “Company”).

Volatility. For any determination of Fair Market Value made in the case of clause (B) of the definition of Fair Market Value, the volatility shall be no greater than the amounts set forth below during the time periods specified below: From the date hereof up to and including the third (3rd) anniversary of the date hereof: 40%, per annum. After the third (3rd) anniversary of the date hereof up to and including the expiration of this Warrant: 30%, per annum. Appendix B THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT ARE TRANSFERABLE ONLY IN ACCORDANCE WITH THE PROVISIONS OF A SHAREHOLDERS AGREEMENT, MADE AS OF JUNE 9, 2009 TO WHICH THE COMPANY AND ITS SHAREHOLDERS ARE PARTIES AND THE ARTICLES OF THE COMPANY, AND ANY HOLDER OF SHARES OF THE COMPANY (WHETHER ACQUIRED UPON ISSUANCE OR TRANSFER) SHALL BE, AND BE DEEMED TO BE A PARTY TO AND BOUND BY THAT AGREEMENT AND THE ARTICLES OF THE COMPANY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR WARRANTS IN DEFINITIVE FORM, THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. THE DEPOSITORY TRUST COMPANY (“DTC”) (55 XXXXX XXXXXX, XXX XXXX, XXX XXXX) SHALL ACT AS THE DEPOSITORY UNTIL A SUCCESSOR SHALL BE APPOINTED BY THE COMPANY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. SO LONG AS THE DEPOSITORY TRUST COMPANY, CDS CLEARING AND DEPOSITORY SERVICES INC., AND/OR ANY OF THEIR NOMINEES IS THE REGISTERED OWNER OF ANY WARRANTS, UNLESS (I) THE BOARD OF DIRECTORS OF THE COMPANY PROVIDES OTHERWISE OR (II) A PUBLIC OFFERING OF SHARES HAS OCCURRED, OWNERS OF BENEFICIAL INTERESTS IN SUCH WARRANTS WILL NOT BE ENTITLED TO HAVE SUCH WARRANTS REGISTERED IN THEIR NAMES. ALL REFERENCES IN THIS WARRANT TO THE HOLDER OR OWNER OF THIS WARRANT SHALL BE DEEMED TO ALSO REFER TO THE HOLDER OR OWNER OF A BENEFICIAL INTEREST IN THIS WARRANT. Warrant No. Void after June 9, 2016 MASONITE WORLDWIDE HOLDINGS INC. WARRANT TO PURCHASE SHARES This WARRANT TO PURCHASE SHARES (this “Warrant”) is issued to Cede & Co. (the “Holder”), by Masonite Worldwide Holdings Inc., a corporation continued under the laws of British Columbia (the “Company”).