Common use of Voluntary Exchange Clause in Contracts

Voluntary Exchange. From and after the first anniversary of the date of the closing of the initial public offering and sale of Common Stock (as contemplated by the Corporation’s Registration Statement on Form S-1 (File No. 333-191607) (the “IPO”), in the event that any LLC Unitholder wishes to effect an exchange pursuant to this Section 2.1(a)(i) with respect to any of its LLC Units (other than Unvested Common Units), such LLC Unitholder shall (A) deliver to Norcraft LLC an Exchange Notice and (B) surrender such LLC Units (other than Unvested Common Units) to the Corporation (in each case, free and clear of all liens, encumbrances, rights of first refusal and the like) in consideration for, at the option of the Corporation, either: (x) a Cash Exchange Payment calculated with respect to such surrendered LLC Units by the Corporation, payable in accordance with the instructions provided in the Exchange Notice or (y) the issuance by the Corporation to such LLC Unitholder a number of shares of Common Stock that is equal to the product of the number of LLC Units surrendered multiplied by the Exchange Rate (any exchange pursuant to (x) or (y), a “Voluntary Exchange”); provided, that any such exchange pursuant to this Section 2.1(a)(i) is for a minimum of the lesser of 1,000 LLC Units or all of the LLC Units (other than Unvested Common Units) held by such LLC Unitholder.