0001216596-03-000005 Sample Contracts

EQUITY SUBSCRIPTION AGREEMENT
Equity Subscription Agreement • March 27th, 2003 • Nortek Inc • Millwood, veneer, plywood, & structural wood members • Delaware

This Equity Subscription Agreement (the “Agreement”) is made and entered into as of January 9, 2003 between Nortek Holdings, Inc., a Delaware corporation (the “Company”), Nortek Inc., a Delaware corporation (“Nortek”), and RGIP, LLC (the “Investor”).

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EMPLOYMENT AGREEMENT
Employment Agreement • March 27th, 2003 • Nortek Inc • Millwood, veneer, plywood, & structural wood members • Rhode Island

This EMPLOYMENT AGREEMENT (this "Agreement") is made between NORTEK, INC., a Delaware corporation ("Nortek"), NORTEK HOLDINGS, INC., a Delaware corporation ("Nortek Holdings") (Nortek and Nortek Holdings, collectively referred to hereinafter as "Employer"), and Almon C. Hall, III, a resident of Rhode Island (hereinafter called "Employee"), effective as of January 9, 2003 (the "Effective Date.")

STOCKHOLDERS AGREEMENT NORTEK HOLDINGS, INC. Dated as of January 9, 2003
Stockholders Agreement • March 27th, 2003 • Nortek Inc • Millwood, veneer, plywood, & structural wood members • Delaware
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 27th, 2003 • Nortek Inc • Millwood, veneer, plywood, & structural wood members • Delaware

REGISTRATION RIGHTS AGREEMENT, dated as of January 9, 2003 among Nortek Holdings, Inc., a Delaware corporation (the “Company"), Nortek Inc., a Delaware corporation ("Nortek"), Kelso Investment Associates VI, L.P., a Delaware limited partnership ("KIA VI"), Kelso Nortek Investors, LLC, a Delaware limited liability company (“Kelso Nortek Investors”), KEP VI, LLC, a Delaware limited liability company ("KEP VI", and, together with KIA VI and Kelso Nortek Investors, the “Kelso Parties"), the Third Party Investors (as defined in the Stockholders Agreement (as defined below)), and those employees of the Company or its subsidiaries listed on Schedule 1 hereto (collectively, the “Management Stockholders"). The Kelso Parties, the Third Party Investors and the Management Stockholder are hereinafter referred to collectively as the “Stockholders.” Capitalized terms used herein without definition are defined in Section 10.

AMENDMENT NO. 2 TO EXCHANGE AGREEMENT
Exchange Agreement • March 27th, 2003 • Nortek Inc • Millwood, veneer, plywood, & structural wood members • Delaware

AMENDMENT NO. 2 (the “Amendment”), dated as of January 9, 2003, by and among Nortek Holdings, Inc., a Delaware corporation (“Nortek Holdings”), Nortek, Inc., a Delaware corporation and a wholly owned subsidiary of Nortek Holdings (“Nortek”), K Holdings, Inc., a Delaware corporation (“K Holdings”), and Richard L. Bready (the “Stockholder”) to the Exchange Agreement (the “Agreement”), dated as of June 20, 2002, as amended September 16, 2002, by and among Nortek, Nortek Holdings, K Holdings and the Stockholder.

EMPLOYMENT AGREEMENT
Employment Agreement • March 27th, 2003 • Nortek Inc • Millwood, veneer, plywood, & structural wood members • Rhode Island

This EMPLOYMENT AGREEMENT (this "Agreement") is made on January 9, 2003 between NORTEK, INC., a Delaware corporation ("Nortek"), NORTEK HOLDINGS, INC., a Delaware corporation ("Nortek Holdings") (Nortek and Nortek Holdings, collectively referred to hereinafter as "Employer"), and Richard L. Bready, a resident of Rhode Island (hereinafter called "Employee").

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