NORCRAFT COMPANIES LLC A Delaware Limited Liability Company FORM OF LIMITED LIABILITY COMPANY AGREEMENT Dated as of , 2013Limited Liability Company Agreement • October 16th, 2013 • Norcraft Companies, Inc. • Millwood, veneer, plywood, & structural wood members • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT of Norcraft Companies LLC (the “Company”), dated and effective as of , 2013 (this “Agreement”), is adopted, executed and agreed to, for good and valuable consideration, by and among the Members (as defined herein).
FORM OF TAX RECEIVABLE AGREEMENT (SKM NORCRAFT CONTRIBUTION) among NORCRAFT COMPANIES, INC. and EACH SHAREHOLDER OF SKM NORCRAFT CORP. Dated as of [ ], 2013Tax Receivable Agreement • October 16th, 2013 • Norcraft Companies, Inc. • Millwood, veneer, plywood, & structural wood members • Delaware
This TAX RECEIVABLE AGREEMENT (SKM NORCRAFT CONTRIBUTION) (“Agreement”), dated as of [ ], 2013 and effective simultaneously with the Norcraft Contribution (as that term is defined in the Reorganization Agreement (as defined herein)), is hereby entered into by and among Norcraft Companies, Inc., a Delaware corporation (“Corporate Taxpayer”), each Shareholder (as defined below), and each of the successors and assigns thereto.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • October 16th, 2013 • Norcraft Companies, Inc. • Millwood, veneer, plywood, & structural wood members
This Indemnification Agreement (“Agreement”) is made and entered into as of this [•] day of [•], [•], by and between Norcraft Companies, Inc., a Delaware corporation (the “Company” and together with its wholly-owned subsidiaries, the “Companies”), and [•] (“Indemnitee”).
NORCRAFT HOLDINGS, L.P. Form of Fourth Amended and Restated Agreement of Limited Partnership Dated , 2013Norcraft Companies, Inc. • October 16th, 2013 • Millwood, veneer, plywood, & structural wood members • Delaware
This Fourth Amended and Restated Agreement of Limited Partnership (this “Agreement”) of Norcraft Holdings, L.P. (the “Partnership”) dated as of , 2013 is made by and among Norcraft GP, L.L.C., a Delaware limited partnership, as the general partner (the “General Partner”), and each of the Persons executing this Agreement as a limited partner.
FORM OF REORGANIZATION AGREEMENTReorganization Agreement • October 16th, 2013 • Norcraft Companies, Inc. • Millwood, veneer, plywood, & structural wood members • Delaware
This Reorganization Agreement (this “Agreement”), dated as of , 2013, is entered into by and among Norcraft Companies, Inc., a Delaware corporation (“Norcraft”), Norcraft Holdings, L.P., a Delaware limited partnership (“Holdings”), Norcraft GP, LLC, a Delaware limited liability company (“Norcraft GP”), Norcraft Companies LLC, a Delaware limited liability company (“Norcraft LLC”), SKM Norcraft Corp., a Delaware corporation (“SKM Norcraft”), SKM Equity Fund III, L.P., a [ ] limited partnership (“SKM Equity”), SKM Investment Fund, a Delaware general partnership (“SKM Investment”), Auda Partners, L.P., a Delaware limited partnership (“Auda”), Auda Partners Beteiligungen GmbH & Co. KG, a German limited partnership (“APB”), Vesey Street Fund, L.P., a Delaware limited partnership (“Vesey SF”), Arthur Street Fund, L.P., a Delaware limited partnership (“Arthur SF”), Vesey Street Portfolio, L.P., a Cayman Islands limited partnership (“Vesey SP”), Arthur Street Portfolio, L.P., a Cayman Islands l
FORM OF REGISTRATION RIGHTS AGREEMENT by and among Norcraft Companies Inc., Certain Stockholders of Norcraft Companies Inc. and Certain other parties hereto. Dated as of , 2013Registration Rights Agreement • October 16th, 2013 • Norcraft Companies, Inc. • Millwood, veneer, plywood, & structural wood members • Delaware
FORM OF TAX RECEIVABLE AGREEMENT (EXCHANGES) among NORCRAFT COMPANIES, INC. and EACH MEMBER OF NORCRAFT COMPANIES LLC LISTED ON ANNEX A Dated as of [ ], 2013Tax Receivable Agreement • October 16th, 2013 • Norcraft Companies, Inc. • Millwood, veneer, plywood, & structural wood members • Delaware
This TAX RECEIVABLE AGREEMENT (EXCHANGES) (“Agreement”), dated as of [ ], 2013 and effective upon the consummation of the Reorganization Transactions and prior to the IPO Closing (as those terms are defined in the Reorganization Agreement (as defined herein)), is hereby entered into by and among Norcraft Companies, Inc., a Delaware corporation (“Corporate Taxpayer”), each LLC Unit Holder (as defined below), and each of the successors and assigns thereto.
FORM OF EXCHANGE AGREEMENTExchange Agreement • October 16th, 2013 • Norcraft Companies, Inc. • Millwood, veneer, plywood, & structural wood members • Delaware
EXCHANGE AGREEMENT (this “Agreement”), dated as of , 2013, among Norcraft Companies, Inc., a Delaware corporation (the “Corporation”), SKM Norcraft Corp., Trimaran Cabinet Corp. and the holders of LLC Units (as defined herein) from time to time party hereto.
Norcraft Companies, Inc. [•] Shares Common Stock ($ par value) Form of Underwriting AgreementNorcraft Companies, Inc. • October 16th, 2013 • Millwood, veneer, plywood, & structural wood members • New York
Immediately prior to the consummation of the offering contemplated by this Agreement and pursuant to a Reorganization Agreement dated as of [•], 2013 by and among the Issuer and the other parties named therein, among other things, (i) Norcraft Companies LLC will be organized as a Delaware limited liability company (“Norcraft LLC”); (ii) all of the holders of Class A Units, Class B Units and Class C Units in Norcraft Holdings, L.P. (“Norcraft Holdings”) (other than Buller Norcraft Holdings LLC and MEB Norcraft LLC) will contribute all of their Class A Units, Class B Units and Class C Units in Norcraft Holdings to Norcraft LLC in exchange for common units of Norcraft LLC; (iii) all of the holders of Class D Units in Norcraft Holdings (other than Buller Norcraft Holdings LLC and MEB Norcraft LLC), which were issued pursuant to the Norcraft Holdings incentive plan, will contribute (a) all of their vested Class D
