TRANSFER AGENCY AND REGISTRAR SERVICES AGREEMENT by and between: MASONITE INTERNATIONAL CORPORATION and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC Effective as of July 1, 2013 TABLE OF CONTENTS

The Company hereby appoints AST to act as sole transfer agent and registrar for the common shares of the Company and for any such other securities as the Company may request in writing (the “Shares”) in accordance with the terms and conditions hereof, and AST hereby accepts such appointment.

In connection with the appointment of AST as transfer agent and registrar for the Company, the Company shall provide AST:

A certificate of appointment in substantially the form attached hereto as Exhibit A (the “Certificate of Appointment”) (and a supplemental Certificate of Appointment each time there is any material change to the information contained in the original Certificate of Appointment). It is agreed, however, that any provisions explicitly addressed in this Agreement shall govern the relationship between the parties in the event of a conflict between this Agreement and the Certificate of Appointment;

Specimens of all forms of outstanding share certificates, as applicable, in the forms approved by the board of directors of the Company, with a certificate of the secretary of the Company as to such approval;

Specimens of the signatures of the officers of the Company authorized to sign share certificates and specimens of the signatures of the individuals authorized to sign written instructions and requests;

A copy of the certificate of amalgamation, articles and by-laws of the Company and, on a continuing basis, copies of all material amendments to such certificate of amalgamation, articles or by-laws made after the date of

To the extent any Shares are certificated stock, a sufficient supply of blank certificates signed by (or bearing the facsimile signature of) the officers of the Company authorized to sign share certificates and bearing the Company’s corporate seal (if required). AST may use certificates bearing the signature of a person who at the time of use is no longer an officer of the Company.

In accordance with the procedures established from time to time by agreement between the Company and AST, AST shall provide the following services:

Create and maintain shareholder accounts for all Shares;

Provide online access capability for the Company’s personnel, including “read-only” access to individual shareholder files;

Review transfer documents and certificates for acceptability;

Complete transfer debit and credit transactions;

Provide for the original issuance of Shares as directed by the Company;

Maintain the Company’s treasury accounts in book entry;

Furnish clear, simple, and detailed instructions to shareholders throughout the transfer process, as well as clear and concise written explanations of rejected transfers;

Post transfers to the record system daily;

Prepare a list of shareholders entitled to vote at the annual meeting as requested by the Company; mail all proxy materials to shareholders of record as of the proxy record date or provide a list of the names (and other relevant information) of such shareholders of record to a designated third party for purposes of such mailing (it being understood, however, that production of such external files shall be billable as an expense at AST’s standard rates for the production of external tapes); tabulate returned proxy cards; and provide the Company with access to shareholder voting records via online access or by written report, prior to the Company’s annual meeting;

Provide appropriate responses to electronic, telephonic and written inquiries from the Company’s shareholders;

Provide an 800 toll-free number and toll number in conjunction with an interactive telephone system capable of providing information and handling shareholder requests without talking to a representative;

Prepare and submit appropriate tax and other reports required by provincial, State and Federal agencies, principal stock exchanges, and shareholders, as requested by the Company;

Issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed, unless AST has received notice that such certificates were acquired by a bona fide purchaser. AST shall be entitled to demand an open penalty surety bond satisfactory to AST holding AST and the Company harmless. AST shall be entitled to demand payment of the premium and processing fee for such open penalty surety bond from the shareholder. AST, at its option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof without such indemnity;

Compute quarterly dividend payment for each account as of the record date, balanced to the official share position;

Prepare and transmit payments for dividends and distributions declared by the Company, provided good funds for said dividends or distributions are received by AST prior to the scheduled mailing date for said dividends or distributions;

Code lost accounts to suppress printing and mailing of checks in accordance with applicable policies and guidelines;

Replace lost or stolen dividend checks at a shareholder’s request;

Withhold taxes on dividends at the appropriate rate when applicable; and

Administer the Company’s dividend reinvestment plan and/or direct stock purchase plan (i.e. AST’s Investors Choice Plan).

The Company shall have the obligation to discharge all applicable escheat and notification obligations. Notwithstanding the foregoing, upon request, AST will assist the Company in discharging these obligations.

AST may, at its election, outsource any of the services to be provided hereunder, but shall retain ultimate responsibility for any of the services so provided.

AST may provide further services to, or on behalf of, the Company as may be agreed upon between the Company and AST. Should AST so elect, AST shall be entitled to provide services to reunify shareholders with their assets, provided the Company incurs no additional charge for such services. Furthermore, AST shall provide

The Company agrees to pay AST fees for the services performed pursuant to this agreement in the amounts set forth on the fee schedule attached as Exhibit B to this agreement. Notwithstanding the foregoing, in the event that the scope of services to be provided by AST is increased substantially, the parties shall negotiate in good faith to determine reasonable compensation for such additional services.

In the event that the Company, without terminating this Agreement and the Certificate of Appointment in their entirety, retains a third-party to provide services, including but not limited to, those set forth in Section 2.01 hereof, the Company shall pay to AST a reasonable fee to compensate AST for costs associated with interfacing with such third-party as mutually agreed upon by the Company and AST.

In addition to the fees paid under Section 3.01 hereof, the Company agrees to reimburse AST for all reasonable expenses or other charges incurred by AST in connection with the provision of services to the Company (including reasonable external attorneys’ fees) at AST’s rates then in effect; provided, however, such fees to be discussed and agreed to with the Company prior to the expense or charge being incurred.

Notwithstanding section 3.03 hereof, AST reserves the right to request advance payment for substantial out-of-pocket expenditures.

It is a limited liability trust company duly organized and validly existing in good standing under the laws of the State of New York;

It is duly qualified to carry on its business in the State of New York;

It is empowered under applicable laws and by its charter and its limited liability trust company agreement to enter into and perform fully its obligations under this Agreement; and

All requisite corporate proceedings have been taken to authorize it to enter into and perform fully its obligations under this Agreement.

It is a company duly formed and validly existing and in good standing under the laws of the Province of British Columbia.

It is empowered under applicable laws and governing instruments to enter into and perform fully its obligations under this Agreement;

All corporate proceedings required by said governing instruments and applicable law have been taken to authorize it to enter into and perform fully its obligations under this Agreement;

All Shares issued and outstanding as of the date hereof are, and all Shares to be issued during the term of this appointment shall be, duly authorized, validly issued, fully paid and non-assessable;

All certificates representing Shares which were not issued pursuant to an effective registration statement under the Securities Act of 1933, as amended, bear a legend in substantially the following form:

AST may rely on any written or oral instructions received from any person it believes in good faith to be an officer, authorized agent or employee of the Company, unless, prior thereto (a) the Company shall have advised AST in writing that it is entitled to rely only on written instructions of designated officers of the Company, (b) it furnishes AST with an appropriate incumbency certificate for such officers and their signatures, and (c) the Company thereafter keeps such designation current with an annual (or more frequent, if required) re-filing. AST may also rely on advice, opinions or instructions received from the Company’s legal counsel. AST may, in any event, rely on advice received from its legal counsel. AST may rely (a) on any writing or other instruction believed by it in good faith to have been furnished by or on behalf of the Company or a shareholder of the Company, including, but not limited to, any certificate, instrument, opinion, notice, letter, stock power, affidavit or other document or security; (b) on any statement of fact contained in any such writing or other instruction which it in good faith does not believe to be inaccurate; (c) on the apparent authority of any person to act on behalf of the Company or a shareholder of the Company as having actual authority to the extent of such apparent authority; (d) on the authenticity of any signature (manual or facsimile) appearing on any writing, including, but not limited to, any certificate, instrument, opinion, notice, letter, stock power, affidavit or other document or security; and (e) on the conformity to original of any copy. AST shall further be entitled to rely on any information, records and documents provided to AST by a former transfer agent or former registrar on behalf of the Company.

AST shall not be responsible for, and the Company shall indemnify and hold AST harmless from and against, any and all losses, damages, costs, charges, judgments, fines, amounts paid in settlement, counsel fees and expenses, payments, general expenses and/or liability arising out of or attributable to:

AST’s (and/or its agents’ or subcontractors’) actions performed in its capacity as transfer agent and/or registrar, provided that such actions are taken in good faith and without gross negligence, fraud or willful misconduct;

The Company’s lack of good faith, negligence, fraud or willful misconduct or the breach of any representation or warranty of the Company hereunder;

Any action(s) taken in accordance with section 6.01 hereof;

Any action(s) performed pursuant to a direction or request issued by a statutory, regulatory, governmental or quasi-governmental body (AST shall,

Any reasonable expenses, including attorney fees, incurred in seeking to enforce the foregoing indemnities.

If AST receives a stock certificate not reflected in its records, AST will research records, if any, delivered to it upon its appointment as transfer agent from a prior transfer agent (or from the Company). If such records do not exist or if such certificate cannot be reconciled with such records, then AST will notify the Company. If neither the Company nor AST is able to reconcile such certificate with any records (so that the transfer of said certificate on the records maintained by AST would create an overissue), the Company shall either increase the number of its issued shares, or acquire and cancel a sufficient number of issued shares, to correct the overissue.

The foregoing indemnities shall not terminate on termination of AST’s acting as transfer agent and/or registrar, and they are irrevocable. AST’s acceptance of its appointment as transfer agent and/or registrar, evidenced by its acting as such for any period, shall be deemed sufficient consideration for the foregoing indemnities.

AST agrees to establish and maintain facilities and procedures reasonably acceptable to the Company for the safekeeping of share certificates.

AST shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. AST agrees that all such records prepared or maintained by it relating to the services performed hereunder are the property of the Company and will be preserved, maintained and made available to the Company in accordance with the requirements of law, and will be surrendered promptly to the Company on and in accordance with its request, provided that the Company has satisfactorily performed its obligations under Sections 3, 10.03 and 10.05 hereof, to the extent applicable. Notwithstanding the foregoing, AST shall be entitled to destroy or otherwise dispose of records belonging to the Company in accordance with AST’s standard document and record retention practices and/or procedures.

AST and the Company agree that all confidential books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law or as permitted by AST’s privacy policy as then in effect or upon prior written consent of the Company.

The initial term of this Agreement shall be three (3) years from the date first referenced above and the appointment shall automatically be renewed for one (1) year successive terms without further action of the parties. After the initial term this Agreement may be terminated upon advance written notice (i) by AST at least ninety (90) days, and (ii) by the Company at least thirty (30) days prior to termination. The term of this Agreement shall be governed in accordance with this paragraph, notwithstanding the cessation of active trading in the capital stock of the Company.

In the event that AST commits any continuing breach of its material obligations under this Agreement, and such breach remains uncured for more than thirty (30) days after written notice by the Company (which notice shall explicitly reference

In the event that the Company terminates this Agreement other than pursuant to Sections 10.01 and 10.02 hereof, the Company shall be obligated to immediately pay all amounts that would have otherwise accrued during the term of the Agreement pursuant to Section 3 hereof, as well as the charges accruing pursuant to Section 10.05 hereof.

In the event that the Company commits any breach of its material obligations to AST, including non-payment of any amount owing to AST, and such breach remains uncured for more than forty-five (45) days, AST shall have the right to terminate or suspend its services upon notice to the Company. During such time as AST may suspend its services, AST shall have no obligation to act as transfer agent and/or registrar on behalf of the Company, and shall not be deemed its agent for such purposes. Such suspension shall not affect AST’s rights under this Agreement.

Should the Company elect not to renew this Agreement or otherwise terminate this Agreement, AST shall be entitled to reasonable additional compensation for the service of preparing records for delivery to its successor or to the Company, and for forwarding and maintaining records with respect to certificates received after such termination. AST will perform its services in assisting with the transfer of records in a diligent and professional manner.