EQUITY FOR DEBT EXCHANGE AGREEMENT
This agreement (the "Agreement"), dated as of November 8, 2006, is entered
into between Henry County Plywood Corporation (the "Company") and Automatic
Lathe Cutterhead ("the "Creditor").
WHEREAS, the Company owes Creditor $2,073.01, which includes the full and
entire amount owed to Creditor by Company and consists of all principal,
interest, penalties and any other claims or amounts owed (the "Debt");
WHEREAS, Creditor and Company have agreed that it is in their mutual best
interest to exchange the Debt for restricted shares of the Company's common
stock.
NOW, THEREFORE, in consideration of the promises and the statements and
representations contained herein, the parties hereto agree as follows:
1. Equity for Debt Exchange. Creditor hereby agrees to accept, and the Company
hereby agrees to issue and deliver to Creditor, a total of 2,074 shares of the
Company's common stock (the "Shares") in full payment of the Debt, it being
understood that the Shares will be issued and delivered to Creditor at the
address below within ninety (90) days of the date of this Agreement and upon
delivery of the Shares the Company shall have paid the Debt in full and shall
have no other obligations or liability whatsoever with respect to the Debt.
2. Representations and Warranties of the Company. The Company represents and
warrants that, upon issuance and delivery of the Shares as provided herein, the
Shares will be fully issued, fully paid and non-assessable.
3. Representations and Warranties of Creditor. Creditor hereby represents and
warrants to the Company as follows:
(a) That Creditor has been given access to full and complete information
regarding the Company and has met with or been given reasonable
opportunity to meet with representatives of the Company for the
purpose of obtaining all information concerning the Company that
Creditor deems necessary to make an informed investment decision.
(b) That Creditor is in a financial position to hold the Shares for an
indefinite period of time and is able to bear the economic risk and
withstand a complete loss of Creditor's investment in the Shares.
(c) That Creditor, either alone or with the assistance of Creditor's own
professional advisors, has such knowledge and experience in financial
and business matters that Creditor is capable of reading and
interpreting financial statements and evaluating the merits and risks
of the prospective investment in the Shares.
(d) That Creditor recognizes that an investment in the Shares is highly
speculative and involves a high degree of risk, including, but not
limited to, the risk of economic losses from operations of the Company
and the loss of Creditor's entire investment in the Company.
(e) That Creditor understands that the Company makes no assurances
whatsoever concerning the present or prospective value of the Shares.
(f) That Creditor understands that (i) there are substantial restrictions
on the transfer of the Shares; (ii) there is not currently a public
market for the Shares; and (iii) accordingly, for the above and other
reasons, Creditor may not be able to liquidate an investment in the
Shares for an indefinite period.
(g) That Creditor certifies, under penalties of perjury, that the
undersigned is NOT subject to the backup withholding provisions of
Section 3406(a)(i)(C) of the Internal Revenue Code of 1986, as
amended. {Note: You are subject to backup withholding If (i) you fail
to furnish your Social Security number or taxpayer identification
number in this Agreement: (ii) the Internal Revenue Service notifies
the Company that you furnished an incorrect Social Security number or
taxpayer identification number: (iii) you are notified that you are
subject to backup withholding: or (iv) you fail to certify that you
are not subject to backup withholding or you fail to certify your
Social Security number or taxpayer identification number).
(h) The Shares are being acquired for Creditor's own account and for
investment and without the intention of reselling or redistributing
the Shares, Creditor has made no agreement with others regarding the
Shares, and Creditor's financial condition is such that it is not
likely that it will be necessary to dispose of the Shares in the
foreseeable future. Creditor is aware that, in the view of the
Securities and Exchange Commission, the acquisition of the Shares with
an intent to resell by reason of any foreseeable specific contingency
or anticipated change in market values, or any change in the condition
of the Company, or in connection with a contemplated liquidation or
settlement of any loan obtained for the acquisition of the Shares and
for which the Shares were pledged, would represent an intent
inconsistent with the representations set forth above.
(i) If Creditor is a natural person, Creditor is a bona fide resident of,
and is domiciled in and received the offer and made the decision to
invest in the Shares in, the state of ___________. If Creditor is an
entity, Creditor is organized and has its principal place of business
in, and received the offer and made the decision to invest in the
Shares, in the state of North Carolina.
(j) If an entity, Creditor was not formed for the purpose of investing in
the Shares.
-2-
(k) Status as an "Accredited investor". The undersigned is a corporation,
limited liability company, or similar business trust, or partnership
with assets in excess of $5,000,000.
4. Compliance with Securities Act. Creditor agrees that if the Shares or any
part thereof are sold or distributed in the future, Creditor may sell or
distribute them only pursuant to the requirements of the Act and applicable
state securities laws. Creditor agrees that Creditor will not transfer any
part of the Shares without (i) obtaining an opinion of counsel satisfactory
in form and substance to legal counsel for the Company to the effect that
such transfer is exempt from the registration requirements under the Act
and applicable state securities laws or (ii) such registration.
5. Restrictive Legend. Creditor agrees that Company may place a restrictive
legend on the certificate representing the Shares (if any) containing
substantially the following language:
"The securities represented by this certificate have not
been registered under the Securities Act of 1933, as
amended (the "Act"), have not been registered under any
state securities laws, and are subject to a subscription
and investment representation agreement. They may not be
sold, offered for sale, or transferred in the absence of
either an effective registration under the Act, and under
the applicable state securities laws, or an opinion of
counsel for the Company that such transaction is exempt
from registration under the Act, and under the applicable
state securities laws."
6. Knowledge of Restrictions upon Transfer of the Shares. Creditor understands
that the Shares are not freely transferable and may in fact be prohibited
from sale for an extended period of time and that, as a consequence
thereof: the undersigned must bear the economic risk of investment in the
Shares for an indefinite period of time and may have extremely limited
opportunities to dispose of them. Creditor understands that Rule 144 under
the Act permits the transfer of "restricted securities" of the type here
involved only under certain conditions, including a minimum one-year
holding period and the availability to the public of certain information
concerning the Company.
7. Governing Law, Choice of Venue. Notwithstanding the fact that the Company
may conduct business in states other than Colorado, and notwithstanding the
fact that some or all of the shareholders may be residents of states other
than Colorado, this Agreement and the rights of the parties hereunder will
be governed by, interpreted, and enforced in accordance with the laws of
the State of Colorado without regard to conflict of laws principles or
provisions. Any action or proceeding against any of the parties to this
-3-
Agreement relating in any way to this Agreement or the subject matter
hereof shall be brought and enforced exclusively in the competent state or
federal courts of Colorado, and the parties to this Agreement consent to
the exclusive jurisdiction of such courts in respect of such action or
proceeding.
Dated: November 14, 2006
------------------
Automatic Lathe Cutterhead
- ------------------------------------------------
Name of Entity Typed or Printed
By: /s/ Craig Turner (signature)
-------------------------
Its: President (title or capacity)
-------------------------
1012 W. Market Center Dr.
- ------------------------------------------------
Address
High Point, NC 27260
- ------------------------------------------------
The Company hereby accepts the subscription evidenced by this Agreement to be
effective as of December 5, 2007:
HENRY COUNTY PLYWOOD CORPORATION
By: /s/ John Venette
-----------------------------
Name: John Venette
Title: CFO Treasurer
-4-
CERTIFICATE OF SIGNATORY
(To be completed if Shares are being subscribed for by an Entity)
I, Craig W. Turner am the President of Automatic Lathe Cutterhead (the
"Entity").
I certify that I am empowered and duly authorized by the Entity to execute
and carry out the terms of the Subscription Agreement and to purchase and hold
the Shares, and certify further that this Agreement has been duly and validly
executed on behalf of the Entity and constitutes a legal and binding obligation
of the Entity.
IN WITNESS WHEREOF, I have set my hand this 14th day of November 2006.
/s/ Craig W. Turner
-----------------------------
(Signature)
President
-----------------------------
(Title)
Craig W. Turner
-----------------------------
(Please Print Name)
-6-
Addendum to Contract Dated November 14, 2006 Between
Automatic Lathe Cutterhead and Henry County Plywood Corporation
This addendum to the above referenced agreement hereby extends the date
that Henry County Plywood Corporation has to deliver its shares until April 30,
2008.
/s/ Craig W. Turner
- -----------------------------
Automatic Lathe Cutterhead
1012 W. Market Center Drive
High Point, NC 27260
/s/ John Venette
- -----------------------------
Henry County Plywood Corporation
5353 Manhattan Circle, Suite 101
Boulder CO 80303
EQUITY FOR DEBT EXCHANGE AGREEMENT
This agreement (the "Agreement"), dated as of November 15, 2006, is entered
into between Henry County Plywood Corporation (the "Company") and Genwove US
LTD/Swords Veneer and Lumber Co. ("the "Creditor").
WHEREAS, the Company owes Creditor $7198.47, which includes the full and
entire amount owed to Creditor by Company and consists of all principal,
interest, penalties and any other claims or amounts owed (the "Debt");
WHEREAS, Creditor and Company have agreed that it is in their mutual best
interest to exchange the Debt for restricted shares of the Company's common
stock.
NOW, THEREFORE, in consideration of the promises and the statements and
representations contained herein, the parties hereto agree as follows:
1. Equity for Debt Exchange. Creditor hereby agrees to accept, and the Company
hereby agrees to issue and deliver to Creditor, a total of 7,199 shares of the
Company's common stock (the "Shares") in full payment of the Debt, it being
understood that the Shares will be issued and delivered to Creditor at the
address below within one hundred eighty (180) days of the date of this Agreement
and upon delivery of the Shares the Company shall have paid the Debt in full and
shall have no other obligations or liability whatsoever with respect to the
Debt.
2. Representations and Warranties of the Company. The Company represents and
warrants that, upon issuance and delivery of the Shares as provided herein, the
Shares will be fully issued, fully paid and non-assessable.
3. Representations and Warranties of Creditor. Creditor hereby represents and
warrants to the Company as follows:
(a) That Creditor has been given access to full and complete information
regarding the Company and has met with or been given reasonable
opportunity to meet with representatives of the Company for the
purpose of obtaining all information concerning the Company that
Creditor deems necessary to make an informed investment decision.
(b) That Creditor is in a financial position to hold the Shares for an
indefinite period of time and is able to bear the economic risk and
withstand a complete loss of Creditor's investment in the Shares.
(c) That Creditor, either alone or with the assistance of Creditor's own
professional advisors, has such knowledge and experience in financial
and business matters that Creditor is capable of reading and
interpreting financial statements and evaluating the merits and risks
of the prospective investment in the Shares.
(d) That Creditor recognizes that an investment in the Shares is highly
speculative and involves a high degree of risk, including, but not
limited to, the risk of economic losses from operations of the Company
and the loss of Creditor's entire investment in the Company.
(e) That Creditor understands that the Company makes no assurances
whatsoever concerning the present or prospective value of the Shares.
(f) That Creditor understands that (i) there are substantial restrictions
on the transfer of the Shares; (ii) there is not currently a public
market for the Shares; and (iii) accordingly, for the above and other
reasons, Creditor may not be able to liquidate an investment in the
Shares for an indefinite period.
(g) That Creditor certifies, under penalties of perjury, that the
undersigned is NOT subject to the backup withholding provisions of
Section 3406(a)(i)(C) of the Internal Revenue Code of 1986, as
amended. {Note: You are subject to backup withholding If (i) you fail
to furnish your Social Security number or taxpayer identification
number in this Agreement: (ii) the Internal Revenue Service notifies
the Company that you furnished an incorrect Social Security number or
taxpayer identification number: (iii) you are notified that you are
subject to backup withholding: or (iv) you fail to certify that you
are not subject to backup withholding or you fail to certify your
Social Security number or taxpayer identification number).
(h) The Shares are being acquired for Creditor's own account and for
investment and without the intention of reselling or redistributing
the Shares, Creditor has made no agreement with others regarding the
Shares, and Creditor's financial condition is such that it is not
likely that it will be necessary to dispose of the Shares in the
foreseeable future. Creditor is aware that, in the view of the
Securities and Exchange Commission, the acquisition of the Shares with
an intent to resell by reason of any foreseeable specific contingency
or anticipated change in market values, or any change in the condition
of the Company, or in connection with a contemplated liquidation or
settlement of any loan obtained for the acquisition of the Shares and
for which the Shares were pledged, would represent an intent
inconsistent with the representations set forth above.
(i) If Creditor is a natural person, Creditor is a bona fide resident of,
and is domiciled in and received the offer and made the decision to
invest in the Shares in, the state of ___________. If Creditor is an
entity, Creditor is organized and has its principal place of business
in, and received the offer and made the decision to invest in the
Shares, in the state of Delaware.
(j) If an entity, Creditor was not formed for the purpose of investing in
the Shares.
-2-
(k) Status as an "Accredited investor". The undersigned is a corporation,
limited liability company, or similar business trust, or partnership
with assets in excess of $5,000,000.
4. Compliance with Securities Act. Creditor agrees that if the Shares or any
part thereof are sold or distributed in the future, Creditor may sell or
distribute them only pursuant to the requirements of the Act and applicable
state securities laws. Creditor agrees that Creditor will not transfer any
part of the Shares without (i) obtaining an opinion of counsel satisfactory
in form and substance to legal counsel for the Company to the effect that
such transfer is exempt from the registration requirements under the Act
and applicable state securities laws or (ii) such registration.
5. Restrictive Legend. Creditor agrees that Company may place a restrictive
legend on the certificate representing the Shares (if any) containing
substantially the following language:
"The securities represented by this certificate have not
been registered under the Securities Act of 1933, as
amended (the "Act"), have not been registered under any
state securities laws, and are subject to a subscription
and investment representation agreement. They may not be
sold, offered for sale, or transferred in the absence of
either an effective registration under the Act, and under
the applicable state securities laws, or an opinion of
counsel for the Company that such transaction is exempt
from registration under the Act, and under the applicable
state securities laws."
6. Knowledge of Restrictions upon Transfer of the Shares. Creditor understands
that the Shares are not freely transferable and may in fact be prohibited
from sale for an extended period of time and that, as a consequence
thereof: the undersigned must bear the economic risk of investment in the
Shares for an indefinite period of time and may have extremely limited
opportunities to dispose of them. Creditor understands that Rule 144 under
the Act permits the transfer of "restricted securities" of the type here
involved only under certain conditions, including a minimum one-year
holding period and the availability to the public of certain information
concerning the Company.
7. Governing Law, Choice of Venue. Notwithstanding the fact that the Company
may conduct business in states other than Colorado, and notwithstanding the
fact that some or all of the shareholders may be residents of states other
than Colorado, this Agreement and the rights of the parties hereunder will
be governed by, interpreted, and enforced in accordance with the laws of
the State of Colorado without regard to conflict of laws principles or
provisions. Any action or proceeding against any of the parties to this
-3-
Agreement relating in any way to this Agreement or the subject matter
hereof shall be brought and enforced exclusively in the competent state or
federal courts of Colorado, and the parties to this Agreement consent to
the exclusive jurisdiction of such courts in respect of such action or
proceeding.
Dated: November 22, 2006
------------------
Genwove US LTD/Swords Veneer and Lumber Co.
- ------------------------------------------------
Name of Entity Typed or Printed
By: /s/ Ulrich Heger (signature)
-------------------------
Its: Controller (title or capacity)
-------------------------
- ------------------------------------------------
Address
- ------------------------------------------------
The Company hereby accepts the subscription evidenced by this Agreement to be
effective as of ____________,200_:
HENRY COUNTY PLYWOOD CORPORATION
By: /s/ John Venette
-----------------------------
Name: John Venette
Title: CFO Treasurer
-4-
CERTIFICATE OF SIGNATORY
(To be completed if Shares are being subscribed for by an Entity)
I, Ulrich Heger am the Controller of Genwove US LTD/Swords Veneer and
Lumber Co. (the "Entity").
I certify that I am empowered and duly authorized by the Entity to execute
and carry out the terms of the Subscription Agreement and to purchase and hold
the Shares, and certify further that this Agreement has been duly and validly
executed on behalf of the Entity and constitutes a legal and binding obligation
of the Entity.
IN WITNESS WHEREOF, I have set my hand this 22nd day of November 2006.
/s/ Linda Montgomery
-----------------------------
(Signature)
Notary Public
-----------------------------
(Title)
Linda Montgomery
-----------------------------
(Please Print Name)
-6-
Addendum to Contract Dated November 15th, 2006 Between
Genwove US LTD/Swords Veneer and Lumber Co. and
Henry County Plywood Corporation
This addendum to the above referenced agreement hereby extends the date
that Henry County Plywood Corporation has to deliver its shares until April 30,
2008.
Genwove US LTD/Swords Veneer and Lumber Co.
/s/ Ulrich Heger
- -----------------------------
Genwove US LTD/Swords Veneer and Lumber Co.
100 Plyler Road
Indian Trail, NC 28079
/s/ John Venette
- -----------------------------
Henry County Plywood Corporation
5353 Manhattan Circle, Suite 101
Boulder CO 80303
EQUITY FOR DEBT EXCHANGE AGREEMENT
This agreement (the "Agreement"), dated as of February 23, 2007, is entered
into between Henry County Plywood Corporation (the "Company") and Clayton Rugg
Veneers ("the "Creditor").
WHEREAS, the Company owes Creditor $3,433, which includes the full and
entire amount owed to Creditor by Company and consists of all principal,
interest, penalties and any other claims or amounts owed (the "Debt");
WHEREAS, Creditor and Company have agreed that it is in their mutual best
interest to exchange the Debt for restricted shares of the Company's common
stock.
NOW, THEREFORE, in consideration of the promises and the statements and
representations contained herein, the parties hereto agree as follows:
1. Equity for Debt Exchange. Creditor hereby agrees to accept, and the Company
hereby agrees to issue and deliver to Creditor, a total of 3,433 shares of the
Company's common stock (the "Shares") in full payment of the Debt, it being
understood that the Shares will be issued and delivered to Creditor at the
address below within one hundred eighty (180) days of the date of this Agreement
and upon delivery of the Shares the Company shall have paid the Debt in full and
shall have no other obligations or liability whatsoever with respect to the
Debt.
2. Representations and Warranties of the Company. The Company represents and
warrants that, upon issuance and delivery of the Shares as provided herein, the
Shares will be fully issued, fully paid and non-assessable.
3. Representations and Warranties of Creditor. Creditor hereby represents and
warrants to the Company as follows:
(a) That Creditor has been given access to full and complete information
regarding the Company and has met with or been given reasonable
opportunity to meet with representatives of the Company for the
purpose of obtaining all information concerning the Company that
Creditor deems necessary to make an informed investment decision.
(b) That Creditor is in a financial position to hold the Shares for an
indefinite period of time and is able to bear the economic risk and
withstand a complete loss of Creditor's investment in the Shares.
(c) That Creditor, either alone or with the assistance of Creditor's own
professional advisors, has such knowledge and experience in financial
and business matters that Creditor is capable of reading and
interpreting financial statements and evaluating the merits and risks
of the prospective investment in the Shares.
(d) That Creditor recognizes that an investment in the Shares is highly
speculative and involves a high degree of risk, including, but not
limited to, the risk of economic losses from operations of the Company
and the loss of Creditor's entire investment in the Company.
(e) That Creditor understands that the Company makes no assurances
whatsoever concerning the present or prospective value of the Shares.
(f) That Creditor understands that (i) there are substantial restrictions
on the transfer of the Shares; (ii) there is not currently a public
market for the Shares; and (iii) accordingly, for the above and other
reasons, Creditor may not be able to liquidate an investment in the
Shares for an indefinite period.
(g) That Creditor certifies, under penalties of perjury, that the
undersigned is NOT subject to the backup withholding provisions of
Section 3406(a)(i)(C) of the Internal Revenue Code of 1986, as
amended. {Note: You are subject to backup withholding If (i) you fail
to furnish your Social Security number or taxpayer identification
number in this Agreement: (ii) the Internal Revenue Service notifies
the Company that you furnished an incorrect Social Security number or
taxpayer identification number: (iii) you are notified that you are
subject to backup withholding: or (iv) you fail to certify that you
are not subject to backup withholding or you fail to certify your
Social Security number or taxpayer identification number).
(h) The Shares are being acquired for Creditor's own account and for
investment and without the intention of reselling or redistributing
the Shares, Creditor has made no agreement with others regarding the
Shares, and Creditor's financial condition is such that it is not
likely that it will be necessary to dispose of the Shares in the
foreseeable future. Creditor is aware that, in the view of the
Securities and Exchange Commission, the acquisition of the Shares with
an intent to resell by reason of any foreseeable specific contingency
or anticipated change in market values, or any change in the condition
of the Company, or in connection with a contemplated liquidation or
settlement of any loan obtained for the acquisition of the Shares and
for which the Shares were pledged, would represent an intent
inconsistent with the representations set forth above.
(i) If Creditor is a natural person, Creditor is a bona fide resident of,
and is domiciled in and received the offer and made the decision to
invest in the Shares in, the state of ___________. If Creditor is an
entity, Creditor is organized and has its principal place of business
in, and received the offer and made the decision to invest in the
Shares, in the state of New York.
(j) If an entity, Creditor was not formed for the purpose of investing in
the Shares.
-2-
(k) Status as an "Accredited investor". The undersigned is Not an
Accredited Investor.
4. Compliance with Securities Act. Creditor agrees that if the Shares or any
part thereof are sold or distributed in the future, Creditor may sell or
distribute them only pursuant to the requirements of the Act and applicable
state securities laws. Creditor agrees that Creditor will not transfer any
part of the Shares without (i) obtaining an opinion of counsel satisfactory
in form and substance to legal counsel for the Company to the effect that
such transfer is exempt from the registration requirements under the Act
and applicable state securities laws or (ii) such registration.
5. Restrictive Legend. Creditor agrees that Company may place a restrictive
legend on the certificate representing the Shares (if any) containing
substantially the following language:
"The securities represented by this certificate have not
been registered under the Securities Act of 1933, as
amended (the "Act"), have not been registered under any
state securities laws, and are subject to a subscription
and investment representation agreement. They may not be
sold, offered for sale, or transferred in the absence of
either an effective registration under the Act, and under
the applicable state securities laws, or an opinion of
counsel for the Company that such transaction is exempt
from registration under the Act, and under the applicable
state securities laws."
6. Knowledge of Restrictions upon Transfer of the Shares. Creditor understands
that the Shares are not freely transferable and may in fact be prohibited
from sale for an extended period of time and that, as a consequence
thereof: the undersigned must bear the economic risk of investment in the
Shares for an indefinite period of time and may have extremely limited
opportunities to dispose of them. Creditor understands that Rule 144 under
the Act permits the transfer of "restricted securities" of the type here
involved only under certain conditions, including a minimum one-year
holding period and the availability to the public of certain information
concerning the Company.
7. Governing Law, Choice of Venue. Notwithstanding the fact that the Company
may conduct business in states other than Colorado, and notwithstanding the
fact that some or all of the shareholders may be residents of states other
than Colorado, this Agreement and the rights of the parties hereunder will
be governed by, interpreted, and enforced in accordance with the laws of
the State of Colorado without regard to conflict of laws principles or
provisions. Any action or proceeding against any of the parties to this
-3-
Agreement relating in any way to this Agreement or the subject matter
hereof shall be brought and enforced exclusively in the competent state or
federal courts of Colorado, and the parties to this Agreement consent to
the exclusive jurisdiction of such courts in respect of such action or
proceeding.
Dated: February 23, 2007
------------------
Individual Creditor(s):
_______________________________________________
Creditor (Signature)
_______________________________________________
Creditor (Signature, if more than one investor)
_______________________________________________
Print Name
_______________________________________________
Print Name (If more than one investor)
_______________________________________________
Address
_______________________________________________
Entity Creditors:
Clayton Rugg Veneers
- ------------------------------------------------
Name of Entity Typed or Printed
By: /s/ David Andrews (signature)
-------------------------
Its: Owner (title or capacity)
-------------------------
- ------------------------------------------------
Address
- ------------------------------------------------
The Company hereby accepts the subscription evidenced by this Agreement to be
effective as of December 5, 2007:
HENRY COUNTY PLYWOOD CORPORATION
By: /s/ John Venette
-----------------------------
Name: John Venette
Title: CFO Treasurer
-4-
CERTIFICATE OF SIGNATORY
(To be completed if Shares are being subscribed for by an Entity)
I, David Andrews am the owner of Clayton Rugg Veneers (the "Entity").
I certify that I am empowered and duly authorized by the Entity to execute
and carry out the terms of the Subscription Agreement and to purchase and hold
the Shares, and certify further that this Agreement has been duly and validly
executed on behalf of the Entity and constitutes a legal and binding obligation
of the Entity.
IN WITNESS WHEREOF, I have set my hand this 21 day of March 2007.
/s/ David B. Andrews
-----------------------------
(Signature)
Owner
-----------------------------
(Title)
David B. Andrews
-----------------------------
(Please Print Name)
-6-
Addendum to Contract Dated February 23, 2007, Between
David B. Andrews and Henry County Plywood Corporation
This addendum to the above referenced agreement hereby extends the date
that Henry County Plywood Corporation has to deliver its shares until April 30,
2008.
/s/ David B. Andrews
- -----------------------------
David B. Andrews
PO Box 243
Jameston, NY 14702-0243
/s/ John Venette
- -----------------------------
Henry County Plywood Corporation
5353 Manhattan Circle, Suite 101
Boulder CO 80303
EQUITY FOR DEBT EXCHANGE AGREEMENT
This agreement (the "Agreement"), dated as of November 29, 2006, is entered
into between Henry County Plywood Corporation (the "Company") and James M.
Cassady ("the "Creditor").
WHEREAS, the Company owes Creditor $133,738.34 which includes the full and
entire amount owed to Creditor by Company and consists of all principal,
interest, penalties and any other claims or amounts owed (the "Debt");
WHEREAS, Creditor and Company have agreed that it is in their mutual best
interest to exchange the Debt for restricted shares of the Company's common
stock.
NOW, THEREFORE, in consideration of the promises and the statements and
representations contained herein, the parties hereto agree as follows:
1. Equity for Debt Exchange. Creditor hereby agrees to accept, and the Company
hereby agrees to issue and deliver to Creditor, a total of 133,739 shares of the
Company's common stock (the "Shares") in full payment of the Debt, it being
understood that the Shares will be issued and delivered to Creditor at the
address below within ninety (90) days of the date of this Agreement and upon
delivery of the Shares the Company shall have paid the Debt in full and shall
have no other obligations or liability whatsoever with respect to the Debt.
2. Representations and Warranties of the Company. The Company represents and
warrants that, upon issuance and delivery of the Shares as provided herein, the
Shares will be fully issued, fully paid and non-assessable.
3. Representations and Warranties of Creditor. Creditor hereby represents and
warrants to the Company as follows:
(a) That Creditor has been given access to full and complete information
regarding the Company and has met with or been given reasonable
opportunity to meet with representatives of the Company for the
purpose of obtaining all information concerning the Company that
Creditor deems necessary to make an informed investment decision.
(b) That Creditor is in a financial position to hold the Shares for an
indefinite period of time and is able to bear the economic risk and
withstand a complete loss of Creditor's investment in the Shares.
(c) That Creditor, either alone or with the assistance of Creditor's own
professional advisors, has such knowledge and experience in financial
and business matters that Creditor is capable of reading and
interpreting financial statements and evaluating the merits and risks
of the prospective investment in the Shares.
(d) That Creditor recognizes that an investment in the Shares is highly
speculative and involves a high degree of risk, including, but not
limited to, the risk of economic losses from operations of the Company
and the loss of Creditor's entire investment in the Company.
(e) That Creditor understands that the Company makes no assurances
whatsoever concerning the present or prospective value of the Shares.
(f) That Creditor understands that (i) there are substantial restrictions
on the transfer of the Shares; (ii) there is not currently a public
market for the Shares; and (iii) accordingly, for the above and other
reasons, Creditor may not be able to liquidate an investment in the
Shares for an indefinite period.
(g) That Creditor certifies, under penalties of perjury, that the
undersigned is NOT subject to the backup withholding provisions of
Section 3406(a)(i)(C) of the Internal Revenue Code of 1986, as
amended. {Note: You are subject to backup withholding If (i) you fail
to furnish your Social Security number or taxpayer identification
number in this Agreement: (ii) the Internal Revenue Service notifies
the Company that you furnished an incorrect Social Security number or
taxpayer identification number: (iii) you are notified that you are
subject to backup withholding: or (iv) you fail to certify that you
are not subject to backup withholding or you fail to certify your
Social Security number or taxpayer identification number).
(h) The Shares are being acquired for Creditor's own account and for
investment and without the intention of reselling or redistributing
the Shares, Creditor has made no agreement with others regarding the
Shares, and Creditor's financial condition is such that it is not
likely that it will be necessary to dispose of the Shares in the
foreseeable future. Creditor is aware that, in the view of the
Securities and Exchange Commission, the acquisition of the Shares with
an intent to resell by reason of any foreseeable specific contingency
or anticipated change in market values, or any change in the condition
of the Company, or in connection with a contemplated liquidation or
settlement of any loan obtained for the acquisition of the Shares and
for which the Shares were pledged, would represent an intent
inconsistent with the representations set forth above.
(i) If Creditor is a natural person, Creditor is a bona fide resident of,
and is domiciled in and received the offer and made the decision to
invest in the Shares in, the state of Virginia. If Creditor is an
entity, Creditor is organized and has its principal place of business
in, and received the offer and made the decision to invest in the
Shares, in the state of ____________.
(j) If an entity, Creditor was not formed for the purpose of investing in
the Shares.
-2-
(k) Status as an "Accredited investor". The undersigned is Not an
Accredited Investor.
4. Compliance with Securities Act. Creditor agrees that if the Shares or any
part thereof are sold or distributed in the future, Creditor may sell or
distribute them only pursuant to the requirements of the Act and applicable
state securities laws. Creditor agrees that Creditor will not transfer any
part of the Shares without (i) obtaining an opinion of counsel satisfactory
in form and substance to legal counsel for the Company to the effect that
such transfer is exempt from the registration requirements under the Act
and applicable state securities laws or (ii) such registration.
5. Restrictive Legend. Creditor agrees that Company may place a restrictive
legend on the certificate representing the Shares (if any) containing
substantially the following language:
"The securities represented by this certificate have not
been registered under the Securities Act of 1933, as
amended (the "Act"), have not been registered under any
state securities laws, and are subject to a subscription
and investment representation agreement. They may not be
sold, offered for sale, or transferred in the absence of
either an effective registration under the Act, and under
the applicable state securities laws, or an opinion of
counsel for the Company that such transaction is exempt
from registration under the Act, and under the applicable
state securities laws."
6. Knowledge of Restrictions upon Transfer of the Shares. Creditor understands
that the Shares are not freely transferable and may in fact be prohibited
from sale for an extended period of time and that, as a consequence
thereof: the undersigned must bear the economic risk of investment in the
Shares for an indefinite period of time and may have extremely limited
opportunities to dispose of them. Creditor understands that Rule 144 under
the Act permits the transfer of "restricted securities" of the type here
involved only under certain conditions, including a minimum one-year
holding period and the availability to the public of certain information
concerning the Company.
7. Governing Law, Choice of Venue. Notwithstanding the fact that the Company
may conduct business in states other than Colorado, and notwithstanding the
fact that some or all of the shareholders may be residents of states other
than Colorado, this Agreement and the rights of the parties hereunder will
be governed by, interpreted, and enforced in accordance with the laws of
the State of Colorado without regard to conflict of laws principles or
provisions. Any action or proceeding against any of the parties to this
-3-
Agreement relating in any way to this Agreement or the subject matter
hereof shall be brought and enforced exclusively in the competent state or
federal courts of Colorado, and the parties to this Agreement consent to
the exclusive jurisdiction of such courts in respect of such action or
proceeding.
Dated: November 29, 2006
------------------
Individual Creditor(s):
/s/ James M. Cassady
- -----------------------------------------------
Creditor (Signature)
- -----------------------------------------------
Creditor (Signature, if more than one investor)
James M. Cassady
- -----------------------------------------------
Print Name
- -----------------------------------------------
Print Name (If more than one investor)
1944 Wingfield Orchard Rd.
- -----------------------------------------------
Address
Martinsville, VA 24112
- -----------------------------------------------
Entity Creditors:
- ------------------------------------------------
Name of Entity Typed or Printed
By: (signature)
-------------------------
Its: (title or capacity)
-------------------------
- ------------------------------------------------
Address
- ------------------------------------------------
The Company hereby accepts the subscription evidenced by this Agreement to be
effective as of December 5, 2007:
HENRY COUNTY PLYWOOD CORPORATION
By: /s/ John Venette
-----------------------------
Name: John Venette
Title: CFO Treasurer
-4-
Addendum to Contract Dated November 29th, 2006 Between
James M. Cassady and Henry County Plywood Corporation
This addendum to the above referenced agreement hereby extends the date
that Henry County Plywood Corporation has to deliver its shares until April 30,
2008.
/s/ James M. Cassady
- -----------------------------
James M. Cassady
1944 Wingfield Orchard Rd.
Martinsville, VA 24112
/s/ John Venette
- -----------------------------
Henry County Plywood Corporation
5353 Manhattan Circle, Suite 101
Boulder CO 80303
EQUITY FOR DEBT EXCHANGE AGREEMENT
This agreement (the "Agreement"), dated as of November 10, 2006, is entered
into between Henry County Plywood Corporation (the "Company") and W.M. Cramer
Lumber Company ("the "Creditor").
WHEREAS, the Company owes Creditor $71,833.97, which includes the full and
entire amount owed to Creditor by Company and consists of all principal,
interest, penalties and any other claims or amounts owed (the "Debt");
WHEREAS, Creditor and Company have agreed that it is in their mutual best
interest to exchange the Debt for restricted shares of the Company's common
stock.
NOW, THEREFORE, in consideration of the promises and the statements and
representations contained herein, the parties hereto agree as follows:
1. Equity for Debt Exchange. Creditor hereby agrees to accept, and the Company
hereby agrees to issue and deliver to Creditor, a total of 71,884 shares of the,
Company's common stock (the "Shares") in full payment of the Debt, it being
understood that the Shares will be issued and delivered to Creditor at the
address below within one hundred eighty (180) days of the date of this Agreement
and upon delivery of the Shares the Company shall have paid the Debt in full and
shall have no other obligations or liability whatsoever with respect to the
Debt.
2. Representations and Warranties of the Company. The Company represents and
warrants that, upon issuance and delivery of the Shares as provided herein, the
Shares will be fully issued, fully paid and non-assessable.
3. Representations and Warranties of Creditor. Creditor hereby represents and
warrants to the Company as follows:
(a) That Creditor has been given access to full and complete information
regarding the Company and has met with or been given reasonable
opportunity to meet with representatives of the Company for the
purpose of obtaining all information concerning the Company that
Creditor deems necessary to make an informed investment decision.
(b) That Creditor is in a financial position to hold the Shares for an
indefinite period of time and is able to bear the economic risk and
withstand a complete loss of Creditor's investment in the Shares.
(c) That Creditor, either alone or with the assistance of Creditor's own
professional advisors, has such knowledge and experience in financial
and business matters that Creditor is capable of reading and
interpreting financial statements and evaluating the merits and risks
of the prospective investment in the Shares.
(d) That Creditor recognizes that an investment in the Shares is highly
speculative and involves a high degree of risk, including, but not
limited to, the risk of economic losses from operations of the Company
and the loss of Creditor's entire investment in the Company.
(e) That Creditor understands that the Company makes no assurances
whatsoever concerning the present or prospective value of the Shares.
(f) That Creditor understands that (i) there are substantial restrictions
on the transfer of the Shares; (ii) there is not currently a public
market for the Shares; and (iii) accordingly, for the above and other
reasons, Creditor may not be able to liquidate an investment in the
Shares for an indefinite period.
(g) That Creditor certifies, under penalties of perjury, that the
undersigned is NOT subject to the backup withholding provisions of
Section 3406(a)(i)(C) of the Internal Revenue Code of 1986, as
amended. {Note: You are subject to backup withholding If (i) you fail
to furnish your Social Security number or taxpayer identification
number in this Agreement: (ii) the Internal Revenue Service notifies
the Company that you furnished an incorrect Social Security number or
taxpayer identification number: (iii) you are notified that you are
subject to backup withholding: or (iv) you fail to certify that you
are not subject to backup withholding or you fail to certify your
Social Security number or taxpayer identification number).
(h) The Shares are being acquired for Creditor's own account and for
investment and without the intention of reselling or redistributing
the Shares, Creditor has made no agreement with others regarding the
Shares, and Creditor's financial condition is such that it is not
likely that it will be necessary to dispose of the Shares in the
foreseeable future. Creditor is aware that, in the view of the
Securities and Exchange Commission, the acquisition of the Shares with
an intent to resell by reason of any foreseeable specific contingency
or anticipated change in market values, or any change in the condition
of the Company, or in connection with a contemplated liquidation or
settlement of any loan obtained for the acquisition of the Shares and
for which the Shares were pledged, would represent an intent
inconsistent with the representations set forth above.
(i) If Creditor is a natural person, Creditor is a bona fide resident of,
and is domiciled in and received the offer and made the decision to
invest in the Shares in, the state of ___________. If Creditor is an
entity, Creditor is organized and has its principal place of business
in, and received the offer and made the decision to invest in the
Shares, in the state of North Carolina.
(j) If an entity, Creditor was not formed for the purpose of investing in
the Shares.
-2-
(k) Status as an "Accredited investor". The undersigned is a corporation,
limited liability company, or similar business trust, or partnership
with assets in excess of $5,000,000.
4. Compliance with Securities Act. Creditor agrees that if the Shares or any
part thereof are sold or distributed in the future, Creditor may sell or
distribute them only pursuant to the requirements of the Act and applicable
state securities laws. Creditor agrees that Creditor will not transfer any
part of the Shares without (i) obtaining an opinion of counsel satisfactory
in form and substance to legal counsel for the Company to the effect that
such transfer is exempt from the registration requirements under the Act
and applicable state securities laws or (ii) such registration.
5. Restrictive Legend. Creditor agrees that Company may place a restrictive
legend on the certificate representing the Shares (if any) containing
substantially the following language:
"The securities represented by this certificate have not
been registered under the Securities Act of 1933, as
amended (the "Act"), have not been registered under any
state securities laws, and are subject to a subscription
and investment representation agreement. They may not be
sold, offered for sale, or transferred in the absence of
either an effective registration under the Act, and under
the applicable state securities laws, or an opinion of
counsel for the Company that such transaction is exempt
from registration under the Act, and under the applicable
state securities laws."
6. Knowledge of Restrictions upon Transfer of the Shares. Creditor understands
that the Shares are not freely transferable and may in fact be prohibited
from sale for an extended period of time and that, as a consequence
thereof: the undersigned must bear the economic risk of investment in the
Shares for an indefinite period of time and may have extremely limited
opportunities to dispose of them. Creditor understands that Rule 144 under
the Act permits the transfer of "restricted securities" of the type here
involved only under certain conditions, including a minimum one-year
holding period and the availability to the public of certain information
concerning the Company.
7. Governing Law, Choice of Venue. Notwithstanding the fact that the Company
may conduct business in states other than Colorado, and notwithstanding the
fact that some or all of the shareholders may be residents of states other
than Colorado, this Agreement and the rights of the parties hereunder will
be governed by, interpreted, and enforced in accordance with the laws of
the State of Colorado without regard to conflict of laws principles or
provisions. Any action or proceeding against any of the parties to this
-3-
Agreement relating in any way to this Agreement or the subject matter
hereof shall be brought and enforced exclusively in the competent state or
federal courts of Colorado, and the parties to this Agreement consent to
the exclusive jurisdiction of such courts in respect of such action or
proceeding.
Dated: January 1, 2007
----------------
W.M. Cramer Lumber Company
- ------------------------------------------------
Name of Entity Typed or Printed
By: /s/ Wendall M. Cramer (signature)
-------------------------
Its: President (title or capacity)
-------------------------
3486 Texs Fish Camp Road
- ------------------------------------------------
Address
Connelly Springs, NC 28612
- ------------------------------------------------
The Company hereby accepts the subscription evidenced by this Agreement to be
effective as of December 5, 2007:
HENRY COUNTY PLYWOOD CORPORATION
By: /s/ John Venette
-----------------------------
Name: John Venette
Title: CFO Treasurer
-4-
CERTIFICATE OF SIGNATORY
(To be completed if Shares are being subscribed for by an Entity)
I, Wendall M. Cramer am the President of W.M. Cramer Lumber Company (the
"Entity").
I certify that I am empowered and duly authorized by the Entity to execute
and carry out the terms of the Subscription Agreement and to purchase and hold
the Shares, and certify further that this Agreement has been duly and validly
executed on behalf of the Entity and constitutes a legal and binding obligation
of the Entity.
IN WITNESS WHEREOF, I have set my hand this 19th day of January 2007.
/s/ Wendall M. Cramer
-----------------------------
(Signature)
President
-----------------------------
(Title)
Wendall M. Cramer
-----------------------------
(Please Print Name)
-6-
Addendum to Contract Dated November 10th, 2006 Between
W.M. Cramer Lumber Company and Henry County Plywood Corporation
This addendum to the above referenced agreement hereby extends the date
that Henry County Plywood Corporation has to deliver its shares until April 30,
2008.
/s/ Wendall M. Cramer
- -----------------------------
W.M. Cramer Lumber Company
3486 Texs Fish Camp Road
Connelly Springs, NC 28612
/s/ John Venette
- -----------------------------
Henry County Plywood Corporation
5353 Manhattan Circle, Suite 101
Boulder CO 80303
DEBT SETTLEMENT AGREEMENT
This Agreement (the "Agreement"), dated as of February 27, 2007, is entered
into between Henry County Plywood Corporation, the ("Company") and Formica
Corporation (the "Creditor").
WHEREAS, the Creditor claims that the Company owes Creditor $3407.04, which
includes the full and entire amount Creditor claims it is owed by the Company
and consists of all principal, interest, penalties and any other claims or
amounts claimed (the "Debt"); and
WHEREAS, Creditor and Company desire to resolve the Debt as provided below.
NOW, THEREFORE, in consideration for the above recitals and the promises
and undertakings set forth in this Agreement, the parties hereby agree as
follows:
Creditor hereby agrees to accept a payment of $500 in full payment of the
Debt, it being understood that upon payment of this amount, the Company shall
have paid the Debt in full and shall have no other obligations or liabilities
whatsoever with respect to the Debt. Further, upon payment of this amount,
Creditor shall be deemed to have released and forever discharged the Company and
its successors and assigns from any and all claims, causes of action and
liabilities whatsoever which the Creditor has through the date of payment with
respect to the Company.
In case, at any time after the payment of the above amount, any further
action is desirable to document the satisfaction of the Debt, the parties will
take such further action (including the execution and delivery of additional
instruments and documents) as the Company may reasonably request, all at the
sole cost and expense of the Company.
The parties have executed this Agreement as of the date first above
written.
COMPANY: CREDITOR:
Henry County Plywood Corporation Formica Corporation
By /s/ John Venette By
----------------------------- -----------------------------
Its CFO, Treasurer
----------------------------- -----------------------------
EQUITY FOR DEBT EXCHANGE AGREEMENT
This agreement (the "Agreement"), dated as of November 11, 2006, is entered
into between Henry County Plywood Corporation (the "Company") and Norstam
Veneers, Inc. ("the "Creditor").
WHEREAS, the Company owes Creditor $3,000, which includes the full and
entire amount owed to Creditor by Company and consists of all principal,
interest, penalties and any other claims or amounts owed (the "Debt");
WHEREAS, Creditor and Company have agreed that it is in their mutual best
interest to exchange the Debt for restricted shares of the Company's common
stock.
NOW, THEREFORE, in consideration of the promises and the statements and
representations contained herein, the parties hereto agree as follows:
1. Equity for Debt Exchange. Creditor hereby agrees to accept, and the Company
hereby agrees to issue and deliver to Creditor, a total of 3,000 shares of the
Company's common stock (the "Shares") in full payment of the Debt, it being
understood that the Shares will be issued and delivered to Creditor at the
address below within one hundred eighty (180) days of the date of this Agreement
and upon delivery of the Shares the Company shall have paid the Debt in full and
shall have no other obligations or liability whatsoever with respect to the
Debt.
2. Representations and Warranties of the Company. The Company represents and
warrants that, upon issuance and delivery of the Shares as provided herein, the
Shares will be fully issued, fully paid and non-assessable.
3. Representations and Warranties of Creditor. Creditor hereby represents and
warrants to the Company as follows:
(a) That Creditor has been given access to full and complete information
regarding the Company and has met with or been given reasonable
opportunity to meet with representatives of the Company for the
purpose of obtaining all information concerning the Company that
Creditor deems necessary to make an informed investment decision.
(b) That Creditor is in a financial position to hold the Shares for an
indefinite period of time and is able to bear the economic risk and
withstand a complete loss of Creditor's investment in the Shares.
(c) That Creditor, either alone or with the assistance of Creditor's own
professional advisors, has such knowledge and experience in financial
and business matters that Creditor is capable of reading and
interpreting financial statements and evaluating the merits and risks
of the prospective investment in the Shares.
(d) That Creditor recognizes that an investment in the Shares is highly
speculative and involves a high degree of risk, including, but not
limited to, the risk of economic losses from operations of the Company
and the loss of Creditor's entire investment in the Company.
(e) That Creditor understands that the Company makes no assurances
whatsoever concerning the present or prospective value of the Shares.
(f) That Creditor understands that (i) there are substantial restrictions
on the transfer of the Shares; (ii) there is not currently a public
market for the Shares; and (iii) accordingly, for the above and other
reasons, Creditor may not be able to liquidate an investment in the
Shares for an indefinite period.
(g) That Creditor certifies, under penalties of perjury, that the
undersigned is NOT subject to the backup withholding provisions of
Section 3406(a)(i)(C) of the Internal Revenue Code of 1986, as
amended. {Note: You are subject to backup withholding If (i) you fail
to furnish your Social Security number or taxpayer identification
number in this Agreement: (ii) the Internal Revenue Service notifies
the Company that you furnished an incorrect Social Security number or
taxpayer identification number: (iii) you are notified that you are
subject to backup withholding: or (iv) you fail to certify that you
are not subject to backup withholding or you fail to certify your
Social Security number or taxpayer identification number).
(h) The Shares are being acquired for Creditor's own account and for
investment and without the intention of reselling or redistributing
the Shares, Creditor has made no agreement with others regarding the
Shares, and Creditor's financial condition is such that it is not
likely that it will be necessary to dispose of the Shares in the
foreseeable future. Creditor is aware that, in the view of the
Securities and Exchange Commission, the acquisition of the Shares with
an intent to resell by reason of any foreseeable specific contingency
or anticipated change in market values, or any change in the condition
of the Company, or in connection with a contemplated liquidation or
settlement of any loan obtained for the acquisition of the Shares and
for which the Shares were pledged, would represent an intent
inconsistent with the representations set forth above.
(i) If Creditor is a natural person, Creditor is a bona fide resident of,
and is domiciled in and received the offer and made the decision to
invest in the Shares in, the state of ___________. If Creditor is an
entity, Creditor is organized and has its principal place of business
in, and received the offer and made the decision to invest in the
Shares, in the state of ______________.
(j) If an entity, Creditor was not formed for the purpose of investing in
the Shares.
-2-
(k) Status as an "Accredited investor". The undersigned is a corporation,
limited liability company, or similar business trust, or partnership
with assets in excess of $5,000,000.
4. Compliance with Securities Act. Creditor agrees that if the Shares or any
part thereof are sold or distributed in the future, Creditor may sell or
distribute them only pursuant to the requirements of the Act and applicable
state securities laws. Creditor agrees that Creditor will not transfer any
part of the Shares without (i) obtaining an opinion of counsel satisfactory
in form and substance to legal counsel for the Company to the effect that
such transfer is exempt from the registration requirements under the Act
and applicable state securities laws or (ii) such registration.
5. Restrictive Legend. Creditor agrees that Company may place a restrictive
legend on the certificate representing the Shares (if any) containing
substantially the following language:
"The securities represented by this certificate have not
been registered under the Securities Act of 1933, as
amended (the "Act"), have not been registered under any
state securities laws, and are subject to a subscription
and investment representation agreement. They may not be
sold, offered for sale, or transferred in the absence of
either an effective registration under the Act, and under
the applicable state securities laws, or an opinion of
counsel for the Company that such transaction is exempt
from registration under the Act, and under the applicable
state securities laws."
6. Knowledge of Restrictions upon Transfer of the Shares. Creditor understands
that the Shares are not freely transferable and may in fact be prohibited
from sale for an extended period of time and that, as a consequence
thereof: the undersigned must bear the economic risk of investment in the
Shares for an indefinite period of time and may have extremely limited
opportunities to dispose of them. Creditor understands that Rule 144 under
the Act permits the transfer of "restricted securities" of the type here
involved only under certain conditions, including a minimum one-year
holding period and the availability to the public of certain information
concerning the Company.
7. Governing Law, Choice of Venue. Notwithstanding the fact that the Company
may conduct business in states other than Colorado, and notwithstanding the
fact that some or all of the shareholders may be residents of states other
than Colorado, this Agreement and the rights of the parties hereunder will
be governed by, interpreted, and enforced in accordance with the laws of
the State of Colorado without regard to conflict of laws principles or
provisions. Any action or proceeding against any of the parties to this
-3-
Agreement relating in any way to this Agreement or the subject matter
hereof shall be brought and enforced exclusively in the competent state or
federal courts of Colorado, and the parties to this Agreement consent to
the exclusive jurisdiction of such courts in respect of such action or
proceeding.
Dated: December 1, 2006
-----------------
Norstam Veneers, Inc.
- ------------------------------------------------
Name of Entity Typed or Printed
By: /s/ Mark E. Fitzgerald (signature)
-------------------------
Its: President (title or capacity)
-------------------------
P.O. Box 32
- ------------------------------------------------
Address
Mauckport, IN 47142
- ------------------------------------------------
The Company hereby accepts the subscription evidenced by this Agreement to be
effective as of December 5, 2007:
HENRY COUNTY PLYWOOD CORPORATION
By: /s/ John Venette
-----------------------------
Name: John Venette
Title: CFO Treasurer
-4-
CERTIFICATE OF SIGNATORY
(To be completed if Shares are being subscribed for by an Entity)
I, Mark E. Fitzgerald am the President of Norstam Veneers, Inc. (the
"Entity").
I certify that I am empowered and duly authorized by the Entity to execute
and carry out the terms of the Subscription Agreement and to purchase and hold
the Shares, and certify further that this Agreement has been duly and validly
executed on behalf of the Entity and constitutes a legal and binding obligation
of the Entity.
IN WITNESS WHEREOF, I have set my hand this 1st day of December 2006.
/s/ Mark E. Fitzgerald
-----------------------------
(Signature)
President
-----------------------------
(Title)
Mark E. Fitzgerald
-----------------------------
(Please Print Name)
-6-
Addendum to Contract Dated November 11th, 2006 Between
Norstam Veneers, Inc. and Henry County Plywood Corporation
This addendum to the above referenced agreement hereby extends the date
that Henry County Plywood Corporation has to deliver its shares until April 30,
2008.
/s/ /s/ Mark E. Fitzgerald
- -----------------------------
Norstam Veneers, Inc.
2990 Overlook Drive
Mauckport, IN 47142
/s/ John Venette
- -----------------------------
Henry County Plywood Corporation
5353 Manhattan Circle, Suite 101
Boulder CO 80303
EQUITY FOR DEBT EXCHANGE AGREEMENT
This agreement (the "Agreement"), dated as of November 10, 2006, is entered
into between Henry County Plywood Corporation (the "Company") and H.C. Wade
Sheet Metal Works, Inc. ("the "Creditor").
WHEREAS, the Company owes Creditor $5,112.50, which includes the full and
entire amount owed to Creditor by Company and consists of all principal,
interest, penalties and any other claims or amounts owed (the "Debt");
WHEREAS, Creditor and Company have agreed that it is in their mutual best
interest to exchange the Debt for restricted shares of the Company's common
stock.
NOW, THEREFORE, in consideration of the promises and the statements and
representations contained herein, the parties hereto agree as follows:
1. Equity for Debt Exchange. Creditor hereby agrees to accept, and the Company
hereby agrees to issue and deliver to Creditor, a total of 5,113 shares of the
Company's common stock (the "Shares") in full payment of the Debt, it being
understood that the Shares will be issued and delivered to Creditor at the
address below within one hundred eighty (180) days of the date of this Agreement
and upon delivery of the Shares the Company shall have paid the Debt in full and
shall have no other obligations or liability whatsoever with respect to the
Debt.
2. Representations and Warranties of the Company. The Company represents and
warrants that, upon issuance and delivery of the Shares as provided herein, the
Shares will be fully issued, fully paid and non-assessable.
3. Representations and Warranties of Creditor. Creditor hereby represents and
warrants to the Company as follows:
(a) That Creditor has been given access to full and complete information
regarding the Company and has met with or been given reasonable
opportunity to meet with representatives of the Company for the
purpose of obtaining all information concerning the Company that
Creditor deems necessary to make an informed investment decision.
(b) That Creditor is in a financial position to hold the Shares for an
indefinite period of time and is able to bear the economic risk and
withstand a complete loss of Creditor's investment in the Shares.
(c) That Creditor, either alone or with the assistance of Creditor's own
professional advisors, has such knowledge and experience in financial
and business matters that Creditor is capable of reading and
interpreting financial statements and evaluating the merits and risks
of the prospective investment in the Shares.
(d) That Creditor recognizes that an investment in the Shares is highly
speculative and involves a high degree of risk, including, but not
limited to, the risk of economic losses from operations of the Company
and the loss of Creditor's entire investment in the Company.
(e) That Creditor understands that the Company makes no assurances
whatsoever concerning the present or prospective value of the Shares.
(f) That Creditor understands that (i) there are substantial restrictions
on the transfer of the Shares; (ii) there is not currently a public
market for the Shares; and (iii) accordingly, for the above and other
reasons, Creditor may not be able to liquidate an investment in the
Shares for an indefinite period.
(g) That Creditor certifies, under penalties of perjury, that the
undersigned is NOT subject to the backup withholding provisions of
Section 3406(a)(i)(C) of the Internal Revenue Code of 1986, as
amended. {Note: You are subject to backup withholding If (i) you fail
to furnish your Social Security number or taxpayer identification
number in this Agreement: (ii) the Internal Revenue Service notifies
the Company that you furnished an incorrect Social Security number or
taxpayer identification number: (iii) you are notified that you are
subject to backup withholding: or (iv) you fail to certify that you
are not subject to backup withholding or you fail to certify your
Social Security number or taxpayer identification number).
(h) The Shares are being acquired for Creditor's own account and for
investment and without the intention of reselling or redistributing
the Shares, Creditor has made no agreement with others regarding the
Shares, and Creditor's financial condition is such that it is not
likely that it will be necessary to dispose of the Shares in the
foreseeable future. Creditor is aware that, in the view of the
Securities and Exchange Commission, the acquisition of the Shares with
an intent to resell by reason of any foreseeable specific contingency
or anticipated change in market values, or any change in the condition
of the Company, or in connection with a contemplated liquidation or
settlement of any loan obtained for the acquisition of the Shares and
for which the Shares were pledged, would represent an intent
inconsistent with the representations set forth above.
(i) If Creditor is a natural person, Creditor is a bona fide resident of,
and is domiciled in and received the offer and made the decision to
invest in the Shares in, the state of ___________. If Creditor is an
entity, Creditor is organized and has its principal place of business
in, and received the offer and made the decision to invest in the
Shares, in the state of ___.
(j) If an entity, Creditor was not formed for the purpose of investing in
the Shares.
-2-
(k) Status as an "Accredited investor". The undersigned is a corporation,
limited liability company, or similar business trust, or partnership
with assets in excess of $5,000,000.
4. Compliance with Securities Act. Creditor agrees that if the Shares or any
part thereof are sold or distributed in the future, Creditor may sell or
distribute them only pursuant to the requirements of the Act and applicable
state securities laws. Creditor agrees that Creditor will not transfer any
part of the Shares without (i) obtaining an opinion of counsel satisfactory
in form and substance to legal counsel for the Company to the effect that
such transfer is exempt from the registration requirements under the Act
and applicable state securities laws or (ii) such registration.
5. Restrictive Legend. Creditor agrees that Company may place a restrictive
legend on the certificate representing the Shares (if any) containing
substantially the following language:
"The securities represented by this certificate have not
been registered under the Securities Act of 1933, as
amended (the "Act"), have not been registered under any
state securities laws, and are subject to a subscription
and investment representation agreement. They may not be
sold, offered for sale, or transferred in the absence of
either an effective registration under the Act, and under
the applicable state securities laws, or an opinion of
counsel for the Company that such transaction is exempt
from registration under the Act, and under the applicable
state securities laws."
6. Knowledge of Restrictions upon Transfer of the Shares. Creditor understands
that the Shares are not freely transferable and may in fact be prohibited
from sale for an extended period of time and that, as a consequence
thereof: the undersigned must bear the economic risk of investment in the
Shares for an indefinite period of time and may have extremely limited
opportunities to dispose of them. Creditor understands that Rule 144 under
the Act permits the transfer of "restricted securities" of the type here
involved only under certain conditions, including a minimum one-year
holding period and the availability to the public of certain information
concerning the Company.
7. Governing Law, Choice of Venue. Notwithstanding the fact that the Company
may conduct business in states other than Colorado, and notwithstanding the
fact that some or all of the shareholders may be residents of states other
than Colorado, this Agreement and the rights of the parties hereunder will
be governed by, interpreted, and enforced in accordance with the laws of
the State of Colorado without regard to conflict of laws principles or
provisions. Any action or proceeding against any of the parties to this
-3-
Agreement relating in any way to this Agreement or the subject matter
hereof shall be brought and enforced exclusively in the competent state or
federal courts of Colorado, and the parties to this Agreement consent to
the exclusive jurisdiction of such courts in respect of such action or
proceeding.
Dated: December 29, 2006
------------------
H.C. Wade Sheet Metal Works, Inc.
- ------------------------------------------------
Name of Entity Typed or Printed
By: /s/ Harry Randolph Wade (signature)
-------------------------
Its: President (title or capacity)
-------------------------
P.O. Drawer 3471
- ------------------------------------------------
Address
Martinsville, VA 24115
- ------------------------------------------------
The Company hereby accepts the subscription evidenced by this Agreement to be
effective as of December 5, 2007:
HENRY COUNTY PLYWOOD CORPORATION
By: /s/ John Venette
-----------------------------
Name: John Venette
Title: CFO Treasurer
-4-
CERTIFICATE OF SIGNATORY
(To be completed if Shares are being subscribed for by an Entity)
I, Harry Randolph Wade am the President of H.C. Wade Sheet Metal Works,
Inc. (the "Entity").
I certify that I am empowered and duly authorized by the Entity to execute
and carry out the terms of the Subscription Agreement and to purchase and hold
the Shares, and certify further that this Agreement has been duly and validly
executed on behalf of the Entity and constitutes a legal and binding obligation
of the Entity.
IN WITNESS WHEREOF, I have set my hand this 29th day of December 2006.
/s/ Harry Randolph Wade
-----------------------------
(Signature)
President
-----------------------------
(Title)
Harry Randolph Wade
-----------------------------
(Please Print Name)
-6-
Addendum to Contract Dated November 10th, 2006 Between
H.C. Wade Sheet Metal Works, Inc. and Henry County Plywood Corporation
This addendum to the above referenced agreement hereby extends the date
that Henry County Plywood Corporation has to deliver its shares until April 30,
2008.
/s/ Harry Randolph Wade
- -----------------------------
H.C. Wade Sheet Metal Works, Inc.
9009 Alphilpot Highway
Martinsville, VA 24112
/s/ John Venette
- -----------------------------
Henry County Plywood Corporation
5353 Manhattan Circle, Suite 101
Boulder CO 80303
EQUITY FOR DEBT EXCHANGE AGREEMENT
This agreement (the "Agreement"), dated as of November 11, 2006, is entered
into between Henry County Plywood Corporation (the "Company") and Interforest
Corp. ("the "Creditor").
WHEREAS, the Company owes Creditor $3,102.08, which includes the full and
entire amount owed to Creditor by Company and consists of all principal,
interest, penalties and any other claims or amounts owed (the "Debt");
WHEREAS, Creditor and Company have agreed that it is in their mutual best
interest to exchange the Debt for restricted shares of the Company's common
stock.
NOW, THEREFORE, in consideration of the promises and the statements and
representations contained herein, the parties hereto agree as follows:
1. Equity for Debt Exchange. Creditor hereby agrees to accept, and the Company
hereby agrees to issue and deliver to Creditor, a total of 3,103 shares of the
Company's common stock (the "Shares") in full payment of the Debt, it being
understood that the Shares will be issued and delivered to Creditor at the
address below within one hundred eighty (180) days of the date of this Agreement
and upon delivery of the Shares the Company shall have paid the Debt in full and
shall have no other obligations or liability whatsoever with respect to the
Debt.
2. Representations and Warranties of the Company. The Company represents and
warrants that, upon issuance and delivery of the Shares as provided herein, the
Shares will be fully issued, fully paid and non-assessable.
3. Representations and Warranties of Creditor. Creditor hereby represents and
warrants to the Company as follows:
(a) That Creditor has been given access to full and complete information
regarding the Company and has met with or been given reasonable
opportunity to meet with representatives of the Company for the
purpose of obtaining all information concerning the Company that
Creditor deems necessary to make an informed investment decision.
(b) That Creditor is in a financial position to hold the Shares for an
indefinite period of time and is able to bear the economic risk and
withstand a complete loss of Creditor's investment in the Shares.
(c) That Creditor, either alone or with the assistance of Creditor's own
professional advisors, has such knowledge and experience in financial
and business matters that Creditor is capable of reading and
interpreting financial statements and evaluating the merits and risks
of the prospective investment in the Shares.
(d) That Creditor recognizes that an investment in the Shares is highly
speculative and involves a high degree of risk, including, but not
limited to, the risk of economic losses from operations of the Company
and the loss of Creditor's entire investment in the Company.
(e) That Creditor understands that the Company makes no assurances
whatsoever concerning the present or prospective value of the Shares.
(f) That Creditor understands that (i) there are substantial restrictions
on the transfer of the Shares; (ii) there is not currently a public
market for the Shares; and (iii) accordingly, for the above and other
reasons, Creditor may not be able to liquidate an investment in the
Shares for an indefinite period.
(g) That Creditor certifies, under penalties of perjury, that the
undersigned is NOT subject to the backup withholding provisions of
Section 3406(a)(i)(C) of the Internal Revenue Code of 1986, as
amended. {Note: You are subject to backup withholding If (i) you fail
to furnish your Social Security number or taxpayer identification
number in this Agreement: (ii) the Internal Revenue Service notifies
the Company that you furnished an incorrect Social Security number or
taxpayer identification number: (iii) you are notified that you are
subject to backup withholding: or (iv) you fail to certify that you
are not subject to backup withholding or you fail to certify your
Social Security number or taxpayer identification number).
(h) The Shares are being acquired for Creditor's own account and for
investment and without the intention of reselling or redistributing
the Shares, Creditor has made no agreement with others regarding the
Shares, and Creditor's financial condition is such that it is not
likely that it will be necessary to dispose of the Shares in the
foreseeable future. Creditor is aware that, in the view of the
Securities and Exchange Commission, the acquisition of the Shares with
an intent to resell by reason of any foreseeable specific contingency
or anticipated change in market values, or any change in the condition
of the Company, or in connection with a contemplated liquidation or
settlement of any loan obtained for the acquisition of the Shares and
for which the Shares were pledged, would represent an intent
inconsistent with the representations set forth above.
(i) If Creditor is a natural person, Creditor is a bona fide resident of,
and is domiciled in and received the offer and made the decision to
invest in the Shares in, the state of ___________. If Creditor is an
entity, Creditor is organized and has its principal place of business
in, and received the offer and made the decision to invest in the
Shares, in the state of ______________.
(j) If an entity, Creditor was not formed for the purpose of investing in
the Shares.
-2-
(k) Status as an "Accredited investor". The undersigned is a corporation,
limited liability company, or similar business trust, or partnership
with assets in excess of $5,000,000.
4. Compliance with Securities Act. Creditor agrees that if the Shares or any
part thereof are sold or distributed in the future, Creditor may sell or
distribute them only pursuant to the requirements of the Act and applicable
state securities laws. Creditor agrees that Creditor will not transfer any
part of the Shares without (i) obtaining an opinion of counsel satisfactory
in form and substance to legal counsel for the Company to the effect that
such transfer is exempt from the registration requirements under the Act
and applicable state securities laws or (ii) such registration.
5. Restrictive Legend. Creditor agrees that Company may place a restrictive
legend on the certificate representing the Shares (if any) containing
substantially the following language:
"The securities represented by this certificate have not
been registered under the Securities Act of 1933, as
amended (the "Act"), have not been registered under any
state securities laws, and are subject to a subscription
and investment representation agreement. They may not be
sold, offered for sale, or transferred in the absence of
either an effective registration under the Act, and under
the applicable state securities laws, or an opinion of
counsel for the Company that such transaction is exempt
from registration under the Act, and under the applicable
state securities laws."
6. Knowledge of Restrictions upon Transfer of the Shares. Creditor understands
that the Shares are not freely transferable and may in fact be prohibited
from sale for an extended period of time and that, as a consequence
thereof: the undersigned must bear the economic risk of investment in the
Shares for an indefinite period of time and may have extremely limited
opportunities to dispose of them. Creditor understands that Rule 144 under
the Act permits the transfer of "restricted securities" of the type here
involved only under certain conditions, including a minimum one-year
holding period and the availability to the public of certain information
concerning the Company.
7. Governing Law, Choice of Venue. Notwithstanding the fact that the Company
may conduct business in states other than Colorado, and notwithstanding the
fact that some or all of the shareholders may be residents of states other
than Colorado, this Agreement and the rights of the parties hereunder will
be governed by, interpreted, and enforced in accordance with the laws of
the State of Colorado without regard to conflict of laws principles or
provisions. Any action or proceeding against any of the parties to this
-3-
Agreement relating in any way to this Agreement or the subject matter
hereof shall be brought and enforced exclusively in the competent state or
federal courts of Colorado, and the parties to this Agreement consent to
the exclusive jurisdiction of such courts in respect of such action or
proceeding.
Dated: November 13, 2006
------------------
Interforest Corp.
- ------------------------------------------------
Name of Entity Typed or Printed
By: /s/ Angie Zweifel (signature)
----------------------------------
Its: Credit & Collection Administrator (title or capacity)
----------------------------------
300 Standard Drive, Triad Industrial Park
- ------------------------------------------------
Address
Greensboro, North Carolina 27409
- ------------------------------------------------
The Company hereby accepts the subscription evidenced by this Agreement to be
effective as of December 5, 2007:
HENRY COUNTY PLYWOOD CORPORATION
By: /s/ John Venette
-----------------------------
Name: John Venette
Title: CFO Treasurer
-4-
CERTIFICATE OF SIGNATORY
(To be completed if Shares are being subscribed for by an Entity)
I, Angie Zweifel am the Credit & Collection Administrator of Interforest
Corp. (the "Entity").
I certify that I am empowered and duly authorized by the Entity to execute
and carry out the terms of the Subscription Agreement and to purchase and hold
the Shares, and certify further that this Agreement has been duly and validly
executed on behalf of the Entity and constitutes a legal and binding obligation
of the Entity.
IN WITNESS WHEREOF, I have set my hand this 13th day of November 2006.
/s/ Angie Zweifel
---------------------------------
(Signature)
Credit & Collection Administrator
---------------------------------
(Title)
Angie Zweifel
---------------------------------
(Please Print Name)
-6-
Addendum to Contract Dated November 11th, 2006 Between
Interforest Corp. and Henry County Plywood Corporation
This addendum to the above referenced agreement hereby extends the date
that Henry County Plywood Corporation has to deliver its shares until April 30,
2008.
/s/ Angie Zweifel
- -----------------------------
InterForest
Grey highway 4 West
Durham Ontario NOG1R0
/s/ John Venette
- -----------------------------
Henry County Plywood Corporation
5353 Manhattan Circle, Suite 101
Boulder CO 80303
EQUITY FOR DEBT EXCHANGE AGREEMENT
This agreement (the "Agreement"), dated as of November 10, 2006, is entered
into between Henry County Plywood Corporation (the "Company") and Leitz Tooling
Systems, Inc. ("the "Creditor").
WHEREAS, the Company owes Creditor $2,635.05, which includes the full and
entire amount owed to Creditor by Company and consists of all principal,
interest, penalties and any other claims or amounts owed (the "Debt");
WHEREAS, Creditor and Company have agreed that it is in their mutual best
interest to exchange the Debt for restricted shares of the Company's common
stock.
NOW, THEREFORE, in consideration of the promises and the statements and
representations contained herein, the parties hereto agree as follows:
1. Equity for Debt Exchange. Creditor hereby agrees to accept, and the Company
hereby agrees to issue and deliver to Creditor, a total of 2,636 shares of the
Company's common stock (the "Shares") in full payment of the Debt, it being
understood that the Shares will be issued and delivered to Creditor at the
address below within one hundred eighty (180) days of the date of this Agreement
and upon delivery of the Shares the Company shall have paid the Debt in full and
shall have no other obligations or liability whatsoever with respect to the
Debt.
2. Representations and Warranties of the Company. The Company represents and
warrants that, upon issuance and delivery of the Shares as provided herein, the
Shares will be fully issued, fully paid and non-assessable.
3. Representations and Warranties of Creditor. Creditor hereby represents and
warrants to the Company as follows:
(a) That Creditor has been given access to full and complete information
regarding the Company and has met with or been given reasonable
opportunity to meet with representatives of the Company for the
purpose of obtaining all information concerning the Company that
Creditor deems necessary to make an informed investment decision.
(b) That Creditor is in a financial position to hold the Shares for an
indefinite period of time and is able to bear the economic risk and
withstand a complete loss of Creditor's investment in the Shares.
(c) That Creditor, either alone or with the assistance of Creditor's own
professional advisors, has such knowledge and experience in financial
and business matters that Creditor is capable of reading and
interpreting financial statements and evaluating the merits and risks
of the prospective investment in the Shares.
(d) That Creditor recognizes that an investment in the Shares is highly
speculative and involves a high degree of risk, including, but not
limited to, the risk of economic losses from operations of the Company
and the loss of Creditor's entire investment in the Company.
(e) That Creditor understands that the Company makes no assurances
whatsoever concerning the present or prospective value of the Shares.
(f) That Creditor understands that (i) there are substantial restrictions
on the transfer of the Shares; (ii) there is not currently a public
market for the Shares; and (iii) accordingly, for the above and other
reasons, Creditor may not be able to liquidate an investment in the
Shares for an indefinite period.
(g) That Creditor certifies, under penalties of perjury, that the
undersigned is NOT subject to the backup withholding provisions of
Section 3406(a)(i)(C) of the Internal Revenue Code of 1986, as
amended. {Note: You are subject to backup withholding If (i) you fail
to furnish your Social Security number or taxpayer identification
number in this Agreement: (ii) the Internal Revenue Service notifies
the Company that you furnished an incorrect Social Security number or
taxpayer identification number: (iii) you are notified that you are
subject to backup withholding: or (iv) you fail to certify that you
are not subject to backup withholding or you fail to certify your
Social Security number or taxpayer identification number).
(h) The Shares are being acquired for Creditor's own account and for
investment and without the intention of reselling or redistributing
the Shares, Creditor has made no agreement with others regarding the
Shares, and Creditor's financial condition is such that it is not
likely that it will be necessary to dispose of the Shares in the
foreseeable future. Creditor is aware that, in the view of the
Securities and Exchange Commission, the acquisition of the Shares with
an intent to resell by reason of any foreseeable specific contingency
or anticipated change in market values, or any change in the condition
of the Company, or in connection with a contemplated liquidation or
settlement of any loan obtained for the acquisition of the Shares and
for which the Shares were pledged, would represent an intent
inconsistent with the representations set forth above.
(i) If Creditor is a natural person, Creditor is a bona fide resident of,
and is domiciled in and received the offer and made the decision to
invest in the Shares in, the state of ___________. If Creditor is an
entity, Creditor is organized and has its principal place of business
in, and received the offer and made the decision to invest in the
Shares, in the state of Michigan.
(j) If an entity, Creditor was not formed for the purpose of investing in
the Shares.
-2-
(k) Status as an "Accredited investor". The undersigned is a corporation,
limited liability company, or similar business trust, or partnership
with assets in excess of $5,000,000.
4. Compliance with Securities Act. Creditor agrees that if the Shares or any
part thereof are sold or distributed in the future, Creditor may sell or
distribute them only pursuant to the requirements of the Act and applicable
state securities laws. Creditor agrees that Creditor will not transfer any
part of the Shares without (i) obtaining an opinion of counsel satisfactory
in form and substance to legal counsel for the Company to the effect that
such transfer is exempt from the registration requirements under the Act
and applicable state securities laws or (ii) such registration.
5. Restrictive Legend. Creditor agrees that Company may place a restrictive
legend on the certificate representing the Shares (if any) containing
substantially the following language:
"The securities represented by this certificate have not
been registered under the Securities Act of 1933, as
amended (the "Act"), have not been registered under any
state securities laws, and are subject to a subscription
and investment representation agreement. They may not be
sold, offered for sale, or transferred in the absence of
either an effective registration under the Act, and under
the applicable state securities laws, or an opinion of
counsel for the Company that such transaction is exempt
from registration under the Act, and under the applicable
state securities laws."
6. Knowledge of Restrictions upon Transfer of the Shares. Creditor understands
that the Shares are not freely transferable and may in fact be prohibited
from sale for an extended period of time and that, as a consequence
thereof: the undersigned must bear the economic risk of investment in the
Shares for an indefinite period of time and may have extremely limited
opportunities to dispose of them. Creditor understands that Rule 144 under
the Act permits the transfer of "restricted securities" of the type here
involved only under certain conditions, including a minimum one-year
holding period and the availability to the public of certain information
concerning the Company.
7. Governing Law, Choice of Venue. Notwithstanding the fact that the Company
may conduct business in states other than Colorado, and notwithstanding the
fact that some or all of the shareholders may be residents of states other
than Colorado, this Agreement and the rights of the parties hereunder will
be governed by, interpreted, and enforced in accordance with the laws of
the State of Colorado without regard to conflict of laws principles or
provisions. Any action or proceeding against any of the parties to this
-3-
Agreement relating in any way to this Agreement or the subject matter
hereof shall be brought and enforced exclusively in the competent state or
federal courts of Colorado, and the parties to this Agreement consent to
the exclusive jurisdiction of such courts in respect of such action or
proceeding.
Dated: November 14, 2006
------------------
Leitz Tooling Systems, Inc.
- ------------------------------------------------
Name of Entity Typed or Printed
By: /s/ Robert Boss (signature)
-------------------------
Its: Vice President (title or capacity)
-------------------------
4301 East Paris Ave
- ------------------------------------------------
Address
Grand Rapids, MI 49512
- ------------------------------------------------
The Company hereby accepts the subscription evidenced by this Agreement to be
effective as of December 5, 2007:
HENRY COUNTY PLYWOOD CORPORATION
By: /s/ John Venette
-----------------------------
Name: John Venette
Title: CFO Treasurer
-4-
CERTIFICATE OF SIGNATORY
(To be completed if Shares are being subscribed for by an Entity)
I, Robert Boss am the ASST Sec. Vice President of Leitz Tooling Systems,
Inc. (the "Entity").
I certify that I am empowered and duly authorized by the Entity to execute
and carry out the terms of the Subscription Agreement and to purchase and hold
the Shares, and certify further that this Agreement has been duly and validly
executed on behalf of the Entity and constitutes a legal and binding obligation
of the Entity.
IN WITNESS WHEREOF, I have set my hand this 14th day of November 2006.
/s/ Robert Boss
-----------------------------
(Signature)
Vice President
-----------------------------
(Title)
Robert Boss
-----------------------------
(Please Print Name)
-6-
Addendum to Contract Dated November 10th, 2006 Between
Leitz Tooling Systems, Inc. and Henry County Plywood Corporation
This addendum to the above referenced agreement hereby extends the date
that Henry County Plywood Corporation has to deliver its shares until April 30,
2008.
/s/ Robert Boss
- -----------------------------
Leitz Tooling Systems, Inc.
4301 East Paris Ave
Grand Rapids, MI 49512
/s/ John Venette
- -----------------------------
Henry County Plywood Corporation
5353 Manhattan Circle, Suite 101
Boulder CO 80303
EQUITY FOR DEBT EXCHANGE AGREEMENT
This agreement (the "Agreement"), dated as of November 14, 2006, is entered
into between Henry County Plywood Corporation (the "Company") and Southern
Veneer Co., Inc. ("the "Creditor").
WHEREAS, the Company owes Creditor $15,713.06, which includes the full and
entire amount owed to Creditor by Company and consists of all principal,
interest, penalties and any other claims or amounts owed (the "Debt");
WHEREAS, Creditor and Company have agreed that it is in their mutual best
interest to exchange the Debt for restricted shares of the Company's common
stock.
NOW, THEREFORE, in consideration of the promises and the statements and
representations contained herein, the parties hereto agree as follows:
1. Equity for Debt Exchange. Creditor hereby agrees to accept, and the Company
hereby agrees to issue and deliver to Creditor, a total of 15,714 shares of the
Company's common stock (the "Shares") in full payment of the Debt, it being
understood that the Shares will be issued and delivered to Creditor at the
address below within one hundred eighty (180) days of the date of this Agreement
and upon delivery of the Shares the Company shall have paid the Debt in full and
shall have no other obligations or liability whatsoever with respect to the
Debt.
2. Representations and Warranties of the Company. The Company represents and
warrants that, upon issuance and delivery of the Shares as provided herein, the
Shares will be fully issued, fully paid and non-assessable.
3. Representations and Warranties of Creditor. Creditor hereby represents and
warrants to the Company as follows:
(a) That Creditor has been given access to full and complete information
regarding the Company and has met with or been given reasonable
opportunity to meet with representatives of the Company for the
purpose of obtaining all information concerning the Company that
Creditor deems necessary to make an informed investment decision.
(b) That Creditor is in a financial position to hold the Shares for an
indefinite period of time and is able to bear the economic risk and
withstand a complete loss of Creditor's investment in the Shares.
(c) That Creditor, either alone or with the assistance of Creditor's own
professional advisors, has such knowledge and experience in financial
and business matters that Creditor is capable of reading and
interpreting financial statements and evaluating the merits and risks
of the prospective investment in the Shares.
(d) That Creditor recognizes that an investment in the Shares is highly
speculative and involves a high degree of risk, including, but not
limited to, the risk of economic losses from operations of the Company
and the loss of Creditor's entire investment in the Company.
(e) That Creditor understands that the Company makes no assurances
whatsoever concerning the present or prospective value of the Shares.
(f) That Creditor understands that (i) there are substantial restrictions
on the transfer of the Shares; (ii) there is not currently a public
market for the Shares; and (iii) accordingly, for the above and other
reasons, Creditor may not be able to liquidate an investment in the
Shares for an indefinite period.
(g) That Creditor certifies, under penalties of perjury, that the
undersigned is NOT subject to the backup withholding provisions of
Section 3406(a)(i)(C) of the Internal Revenue Code of 1986, as
amended. {Note: You are subject to backup withholding If (i) you fail
to furnish your Social Security number or taxpayer identification
number in this Agreement: (ii) the Internal Revenue Service notifies
the Company that you furnished an incorrect Social Security number or
taxpayer identification number: (iii) you are notified that you are
subject to backup withholding: or (iv) you fail to certify that you
are not subject to backup withholding or you fail to certify your
Social Security number or taxpayer identification number).
(h) The Shares are being acquired for Creditor's own account and for
investment and without the intention of reselling or redistributing
the Shares, Creditor has made no agreement with others regarding the
Shares, and Creditor's financial condition is such that it is not
likely that it will be necessary to dispose of the Shares in the
foreseeable future. Creditor is aware that, in the view of the
Securities and Exchange Commission, the acquisition of the Shares with
an intent to resell by reason of any foreseeable specific contingency
or anticipated change in market values, or any change in the condition
of the Company, or in connection with a contemplated liquidation or
settlement of any loan obtained for the acquisition of the Shares and
for which the Shares were pledged, would represent an intent
inconsistent with the representations set forth above.
(i) If Creditor is a natural person, Creditor is a bona fide resident of,
and is domiciled in and received the offer and made the decision to
invest in the Shares in, the state of ___________. If Creditor is an
entity, Creditor is organized and has its principal place of business
in, and received the offer and made the decision to invest in the
Shares, in the state of ___.
(j) If an entity, Creditor was not formed for the purpose of investing in
the Shares.
-2-
(k) Status as an "Accredited investor". The undersigned is Not an
Accredited Investor.
4. Compliance with Securities Act. Creditor agrees that if the Shares or any
part thereof are sold or distributed in the future, Creditor may sell or
distribute them only pursuant to the requirements of the Act and applicable
state securities laws. Creditor agrees that Creditor will not transfer any
part of the Shares without (i) obtaining an opinion of counsel satisfactory
in form and substance to legal counsel for the Company to the effect that
such transfer is exempt from the registration requirements under the Act
and applicable state securities laws or (ii) such registration.
5. Restrictive Legend. Creditor agrees that Company may place a restrictive
legend on the certificate representing the Shares (if any) containing
substantially the following language:
"The securities represented by this certificate have not
been registered under the Securities Act of 1933, as
amended (the "Act"), have not been registered under any
state securities laws, and are subject to a subscription
and investment representation agreement. They may not be
sold, offered for sale, or transferred in the absence of
either an effective registration under the Act, and under
the applicable state securities laws, or an opinion of
counsel for the Company that such transaction is exempt
from registration under the Act, and under the applicable
state securities laws."
6. Knowledge of Restrictions upon Transfer of the Shares. Creditor understands
that the Shares are not freely transferable and may in fact be prohibited
from sale for an extended period of time and that, as a consequence
thereof: the undersigned must bear the economic risk of investment in the
Shares for an indefinite period of time and may have extremely limited
opportunities to dispose of them. Creditor understands that Rule 144 under
the Act permits the transfer of "restricted securities" of the type here
involved only under certain conditions, including a minimum one-year
holding period and the availability to the public of certain information
concerning the Company.
7. Governing Law, Choice of Venue. Notwithstanding the fact that the Company
may conduct business in states other than Colorado, and notwithstanding the
fact that some or all of the shareholders may be residents of states other
than Colorado, this Agreement and the rights of the parties hereunder will
be governed by, interpreted, and enforced in accordance with the laws of
the State of Colorado without regard to conflict of laws principles or
provisions. Any action or proceeding against any of the parties to this
-3-
Agreement relating in any way to this Agreement or the subject matter
hereof shall be brought and enforced exclusively in the competent state or
federal courts of Colorado, and the parties to this Agreement consent to
the exclusive jurisdiction of such courts in respect of such action or
proceeding.
Dated: February 23, 2007
------------------
Individual Creditor(s):
_______________________________________________
Creditor (Signature)
_______________________________________________
Creditor (Signature, if more than one investor)
_______________________________________________
Print Name
_______________________________________________
Print Name (If more than one investor)
_______________________________________________
Address
_______________________________________________
Entity Creditors:
- ------------------------------------------------
Name of Entity Typed or Printed
By: /s/ W.C. Armentrout (signature)
-------------------------
Its: Sec. & Treas. (title or capacity)
-------------------------
_______________________________________________
Address
_______________________________________________
The Company hereby accepts the subscription evidenced by this Agreement to be
effective as of December 5, 2007:
HENRY COUNTY PLYWOOD CORPORATION
By: /s/ John Venette
-----------------------------
Name: John Venette
Title: CFO Treasurer
-4-
CERTIFICATE OF SIGNATORY
(To be completed if Shares are being subscribed for by an Entity)
I, W.C. Armentrout am the Sec. & Treas. of Southern Veneer Co., Inc. (the
"Entity").
I certify that I am empowered and duly authorized by the Entity to execute
and carry out the terms of the Subscription Agreement and to purchase and hold
the Shares, and certify further that this Agreement has been duly and validly
executed on behalf of the Entity and constitutes a legal and binding obligation
of the Entity.
IN WITNESS WHEREOF, I have set my hand this 15th day of December 2006.
/s/ W.C. Armentrout
-----------------------------
(Signature)
Sec. & Treas.
-----------------------------
(Title)
W.C. Armentrout
-----------------------------
(Please Print Name)
-6-
Addendum to Contract Dated November 14th, 2006 Between
Southern Veneer Co., Inc. and Henry County Plywood Corporation
This addendum to the above referenced agreement hereby extends the date
that Henry County Plywood Corporation has to deliver its shares until April 30,
2008.
/s/ W.C. Armentrout
- -----------------------------
Southern Veneer Co., Inc.
118 Liberty Drive
P.O. Box 945-27361
Thomasville, NC 27360
/s/ John Venette
- -----------------------------
Henry County Plywood Corporation
5353 Manhattan Circle, Suite 101
Boulder CO 80303
EQUITY FOR DEBT EXCHANGE AGREEMENT
This agreement (the "Agreement"), dated as of November 10, 2006, is entered
into between Henry County Plywood Corporation (the "Company") and Indiana
Veneers Corp. ("the "Creditor").
WHEREAS, the Company owes Creditor $21,923.36, which includes the full and
entire amount owed to Creditor by Company and consists of all principal,
interest, penalties and any other claims or amounts owed (the "Debt");
WHEREAS, Creditor and Company have agreed that it is in their mutual best
interest to exchange the Debt for restricted shares of the Company's common
stock.
NOW, THEREFORE, in consideration of the promises and the statements and
representations contained herein, the parties hereto agree as follows:
1. Equity for Debt Exchange. Creditor hereby agrees to accept, and the Company
hereby agrees to issue and deliver to Creditor, a total of 21,924 shares of the
Company's common stock (the "Shares") in full payment of the Debt, it being
understood that the Shares will be issued and delivered to Creditor at the
address below within one hundred eighty (180) days of the date of this Agreement
and upon delivery of the Shares the Company shall have paid the Debt in full and
shall have no other obligations or liability whatsoever with respect to the
Debt.
2. Representations and Warranties of the Company. The Company represents and
warrants that, upon issuance and delivery of the Shares as provided herein, the
Shares will be fully issued, fully paid and non-assessable.
3. Representations and Warranties of Creditor. Creditor hereby represents and
warrants to the Company as follows:
(a) That Creditor has been given access to full and complete information
regarding the Company and has met with or been given reasonable
opportunity to meet with representatives of the Company for the
purpose of obtaining all information concerning the Company that
Creditor deems necessary to make an informed investment decision.
(b) That Creditor is in a financial position to hold the Shares for an
indefinite period of time and is able to bear the economic risk and
withstand a complete loss of Creditor's investment in the Shares.
(c) That Creditor, either alone or with the assistance of Creditor's own
professional advisors, has such knowledge and experience in financial
and business matters that Creditor is capable of reading and
interpreting financial statements and evaluating the merits and risks
of the prospective investment in the Shares.
(d) That Creditor recognizes that an investment in the Shares is highly
speculative and involves a high degree of risk, including, but not
limited to, the risk of economic losses from operations of the Company
and the loss of Creditor's entire investment in the Company.
(e) That Creditor understands that the Company makes no assurances
whatsoever concerning the present or prospective value of the Shares.
(f) That Creditor understands that (i) there are substantial restrictions
on the transfer of the Shares; (ii) there is not currently a public
market for the Shares; and (iii) accordingly, for the above and other
reasons, Creditor may not be able to liquidate an investment in the
Shares for an indefinite period.
(g) That Creditor certifies, under penalties of perjury, that the
undersigned is NOT subject to the backup withholding provisions of
Section 3406(a)(i)(C) of the Internal Revenue Code of 1986, as
amended. {Note: You are subject to backup withholding If (i) you fail
to furnish your Social Security number or taxpayer identification
number in this Agreement: (ii) the Internal Revenue Service notifies
the Company that you furnished an incorrect Social Security number or
taxpayer identification number: (iii) you are notified that you are
subject to backup withholding: or (iv) you fail to certify that you
are not subject to backup withholding or you fail to certify your
Social Security number or taxpayer identification number).
(h) The Shares are being acquired for Creditor's own account and for
investment and without the intention of reselling or redistributing
the Shares, Creditor has made no agreement with others regarding the
Shares, and Creditor's financial condition is such that it is not
likely that it will be necessary to dispose of the Shares in the
foreseeable future. Creditor is aware that, in the view of the
Securities and Exchange Commission, the acquisition of the Shares with
an intent to resell by reason of any foreseeable specific contingency
or anticipated change in market values, or any change in the condition
of the Company, or in connection with a contemplated liquidation or
settlement of any loan obtained for the acquisition of the Shares and
for which the Shares were pledged, would represent an intent
inconsistent with the representations set forth above.
(i) If Creditor is a natural person, Creditor is a bona fide resident of,
and is domiciled in and received the offer and made the decision to
invest in the Shares in, the state of ___________. If Creditor is an
entity, Creditor is organized and has its principal place of business
in, and received the offer and made the decision to invest in the
Shares, in the state of ___.
(j) If an entity, Creditor was not formed for the purpose of investing in
the Shares.
-2-
(k) Status as an "Accredited investor". The undersigned is a corporation,
limited liability company, or similar business trust, or partnership
with assets in excess of $5,000,000.
4. Compliance with Securities Act. Creditor agrees that if the Shares or any
part thereof are sold or distributed in the future, Creditor may sell or
distribute them only pursuant to the requirements of the Act and applicable
state securities laws. Creditor agrees that Creditor will not transfer any
part of the Shares without (i) obtaining an opinion of counsel satisfactory
in form and substance to legal counsel for the Company to the effect that
such transfer is exempt from the registration requirements under the Act
and applicable state securities laws or (ii) such registration.
5. Restrictive Legend. Creditor agrees that Company may place a restrictive
legend on the certificate representing the Shares (if any) containing
substantially the following language:
"The securities represented by this certificate have not
been registered under the Securities Act of 1933, as
amended (the "Act"), have not been registered under any
state securities laws, and are subject to a subscription
and investment representation agreement. They may not be
sold, offered for sale, or transferred in the absence of
either an effective registration under the Act, and under
the applicable state securities laws, or an opinion of
counsel for the Company that such transaction is exempt
from registration under the Act, and under the applicable
state securities laws."
6. Knowledge of Restrictions upon Transfer of the Shares. Creditor understands
that the Shares are not freely transferable and may in fact be prohibited
from sale for an extended period of time and that, as a consequence
thereof: the undersigned must bear the economic risk of investment in the
Shares for an indefinite period of time and may have extremely limited
opportunities to dispose of them. Creditor understands that Rule 144 under
the Act permits the transfer of "restricted securities" of the type here
involved only under certain conditions, including a minimum one-year
holding period and the availability to the public of certain information
concerning the Company.
7. Governing Law, Choice of Venue. Notwithstanding the fact that the Company
may conduct business in states other than Colorado, and notwithstanding the
fact that some or all of the shareholders may be residents of states other
than Colorado, this Agreement and the rights of the parties hereunder will
be governed by, interpreted, and enforced in accordance with the laws of
the State of Colorado without regard to conflict of laws principles or
provisions. Any action or proceeding against any of the parties to this
-3-
Agreement relating in any way to this Agreement or the subject matter
hereof shall be brought and enforced exclusively in the competent state or
federal courts of Colorado, and the parties to this Agreement consent to
the exclusive jurisdiction of such courts in respect of such action or
proceeding.
Dated: December 1, 2006
-----------------
Indiana Veneers Corp.
- ------------------------------------------------
Name of Entity Typed or Printed
By: /s/ Werner Lorenz (signature)
-------------------------
Its: President (title or capacity)
-------------------------
1121 E. 24th Street
- ------------------------------------------------
Address
Indianapolis, IN 46205
- ------------------------------------------------
The Company hereby accepts the subscription evidenced by this Agreement to be
effective as of December 5, 2007:
HENRY COUNTY PLYWOOD CORPORATION
By: /s/ John Venette
-----------------------------
Name: John Venette
Title: CFO Treasurer
-4-
CERTIFICATE OF SIGNATORY
(To be completed if Shares are being subscribed for by an Entity)
I, Werner Lorenz am the President of Indiana Veneers Corp. (the "Entity").
I certify that I am empowered and duly authorized by the Entity to execute
and carry out the terms of the Subscription Agreement and to purchase and hold
the Shares, and certify further that this Agreement has been duly and validly
executed on behalf of the Entity and constitutes a legal and binding obligation
of the Entity.
IN WITNESS WHEREOF, I have set my hand this 1st day of December 2006.
/s/ Werner Lorenz
-----------------------------
(Signature)
President
-----------------------------
(Title)
Werner Lorenz
-----------------------------
(Please Print Name)
-6-
Addendum to Contract Dated November 10th, 2006 Between
Indiana Veneers Corp. and Henry County Plywood Corporation
This addendum to the above referenced agreement hereby extends the date
that Henry County Plywood Corporation has to deliver its shares until April 30,
2008.
/s/ Werner Lorenz
- -----------------------------
Indiana Veneers Corp.
1121 E. 24th Street
Indianapolis, IN 46205
/s/ John Venette
- -----------------------------
Henry County Plywood Corporation
5353 Manhattan Circle, Suite 101
Boulder CO 80303
EQUITY FOR DEBT EXCHANGE AGREEMENT
This agreement (the "Agreement"), dated as of November 10, 2006, is entered
into between Henry County Plywood Corporation (the "Company") and Robert A.
Brinegar Trucking, Inc. ("the "Creditor").
WHEREAS, the Company owes Creditor $5,079.60, which includes the full and
entire amount owed to Creditor by Company and consists of all principal,
interest, penalties and any other claims or amounts owed (the "Debt");
WHEREAS, Creditor and Company have agreed that it is in their mutual best
interest to exchange the Debt for restricted shares of the Company's common
stock.
NOW, THEREFORE, in consideration of the promises and the statements and
representations contained herein, the parties hereto agree as follows:
1. Equity for Debt Exchange. Creditor hereby agrees to accept, and the Company
hereby agrees to issue and deliver to Creditor, a total of 5080 shares of the
Company's common stock (the "Shares") in full payment of the Debt, it being
understood that the Shares will be issued and delivered to Creditor at the
address below within one hundred eighty (180) days of the date of this Agreement
and upon delivery of the Shares the Company shall have paid the Debt in full and
shall have no other obligations or liability whatsoever with respect to the
Debt.
2. Representations and Warranties of the Company. The Company represents and
warrants that, upon issuance and delivery of the Shares as provided herein, the
Shares will be fully issued, fully paid and non-assessable.
3. Representations and Warranties of Creditor. Creditor hereby represents and
warrants to the Company as follows:
(a) That Creditor has been given access to full and complete information
regarding the Company and has met with or been given reasonable
opportunity to meet with representatives of the Company for the
purpose of obtaining all information concerning the Company that
Creditor deems necessary to make an informed investment decision.
(b) That Creditor is in a financial position to hold the Shares for an
indefinite period of time and is able to bear the economic risk and
withstand a complete loss of Creditor's investment in the Shares.
(c) That Creditor, either alone or with the assistance of Creditor's own
professional advisors, has such knowledge and experience in financial
and business matters that Creditor is capable of reading and
interpreting financial statements and evaluating the merits and risks
of the prospective investment in the Shares.
(d) That Creditor recognizes that an investment in the Shares is highly
speculative and involves a high degree of risk, including, but not
limited to, the risk of economic losses from operations of the Company
and the loss of Creditor's entire investment in the Company.
(e) That Creditor understands that the Company makes no assurances
whatsoever concerning the present or prospective value of the Shares.
(f) That Creditor understands that (i) there are substantial restrictions
on the transfer of the Shares; (ii) there is not currently a public
market for the Shares; and (iii) accordingly, for the above and other
reasons, Creditor may not be able to liquidate an investment in the
Shares for an indefinite period.
(g) That Creditor certifies, under penalties of perjury, that the
undersigned is NOT subject to the backup withholding provisions of
Section 3406(a)(i)(C) of the Internal Revenue Code of 1986, as
amended. {Note: You are subject to backup withholding If (i) you fail
to furnish your Social Security number or taxpayer identification
number in this Agreement: (ii) the Internal Revenue Service notifies
the Company that you furnished an incorrect Social Security number or
taxpayer identification number: (iii) you are notified that you are
subject to backup withholding: or (iv) you fail to certify that you
are not subject to backup withholding or you fail to certify your
Social Security number or taxpayer identification number).
(h) The Shares are being acquired for Creditor's own account and for
investment and without the intention of reselling or redistributing
the Shares, Creditor has made no agreement with others regarding the
Shares, and Creditor's financial condition is such that it is not
likely that it will be necessary to dispose of the Shares in the
foreseeable future. Creditor is aware that, in the view of the
Securities and Exchange Commission, the acquisition of the Shares with
an intent to resell by reason of any foreseeable specific contingency
or anticipated change in market values, or any change in the condition
of the Company, or in connection with a contemplated liquidation or
settlement of any loan obtained for the acquisition of the Shares and
for which the Shares were pledged, would represent an intent
inconsistent with the representations set forth above.
(i) If Creditor is a natural person, Creditor is a bona fide resident of,
and is domiciled in and received the offer and made the decision to
invest in the Shares in, the state of ___________. If Creditor is an
entity, Creditor is organized and has its principal place of business
in, and received the offer and made the decision to invest in the
Shares, in the state of _______________.
(j) If an entity, Creditor was not formed for the purpose of investing in
the Shares.
-2-
(k) Status as an "Accredited investor". The undersigned is Not an
Accredited Investor.
4. Compliance with Securities Act. Creditor agrees that if the Shares or any
part thereof are sold or distributed in the future, Creditor may sell or
distribute them only pursuant to the requirements of the Act and applicable
state securities laws. Creditor agrees that Creditor will not transfer any
part of the Shares without (i) obtaining an opinion of counsel satisfactory
in form and substance to legal counsel for the Company to the effect that
such transfer is exempt from the registration requirements under the Act
and applicable state securities laws or (ii) such registration.
5. Restrictive Legend. Creditor agrees that Company may place a restrictive
legend on the certificate representing the Shares (if any) containing
substantially the following language:
"The securities represented by this certificate have not
been registered under the Securities Act of 1933, as
amended (the "Act"), have not been registered under any
state securities laws, and are subject to a subscription
and investment representation agreement. They may not be
sold, offered for sale, or transferred in the absence of
either an effective registration under the Act, and under
the applicable state securities laws, or an opinion of
counsel for the Company that such transaction is exempt
from registration under the Act, and under the applicable
state securities laws."
6. Knowledge of Restrictions upon Transfer of the Shares. Creditor understands
that the Shares are not freely transferable and may in fact be prohibited
from sale for an extended period of time and that, as a consequence
thereof: the undersigned must bear the economic risk of investment in the
Shares for an indefinite period of time and may have extremely limited
opportunities to dispose of them. Creditor understands that Rule 144 under
the Act permits the transfer of "restricted securities" of the type here
involved only under certain conditions, including a minimum one-year
holding period and the availability to the public of certain information
concerning the Company.
7. Governing Law, Choice of Venue. Notwithstanding the fact that the Company
may conduct business in states other than Colorado, and notwithstanding the
fact that some or all of the shareholders may be residents of states other
than Colorado, this Agreement and the rights of the parties hereunder will
be governed by, interpreted, and enforced in accordance with the laws of
the State of Colorado without regard to conflict of laws principles or
provisions. Any action or proceeding against any of the parties to this
-3-
Agreement relating in any way to this Agreement or the subject matter
hereof shall be brought and enforced exclusively in the competent state or
federal courts of Colorado, and the parties to this Agreement consent to
the exclusive jurisdiction of such courts in respect of such action or
proceeding.
Dated: February 23, 2007
------------------
Individual Creditor(s):
_______________________________________________
Creditor (Signature)
_______________________________________________
Creditor (Signature, if more than one investor)
_______________________________________________
Print Name
_______________________________________________
Print Name (If more than one investor)
_______________________________________________
Address
_______________________________________________
Entity Creditors:
Robert A. Brinegar Trucking, Inc.
- ------------------------------------------------
Name of Entity Typed or Printed
By: /s/ William A. Brinegar (signature)
-------------------------
Its: President (title or capacity)
-------------------------
- ------------------------------------------------
Address
- ------------------------------------------------
The Company hereby accepts the subscription evidenced by this Agreement to be
effective as of December 5, 2007:
HENRY COUNTY PLYWOOD CORPORATION
By: /s/ John Venette
-----------------------------
Name: John Venette
Title: CFO Treasurer
-4-
CERTIFICATE OF SIGNATORY
(To be completed if Shares are being subscribed for by an Entity)
I, William A. Brinegar am the President of Robert A. Brinegar Trucking,
Inc. (the "Entity").
I certify that I am empowered and duly authorized by the Entity to execute
and carry out the terms of the Subscription Agreement and to purchase and hold
the Shares, and certify further that this Agreement has been duly and validly
executed on behalf of the Entity and constitutes a legal and binding obligation
of the Entity.
IN WITNESS WHEREOF, I have set my hand this _____ day of __________ 200___.
/s/ William A. Brinegar
-----------------------------
(Signature)
President
-----------------------------
(Title)
William A. Brinegar
-----------------------------
(Please Print Name)
-6-
Addendum to Contract Dated November 10th, 2006 Between
Robert A. Brinegar Trucking, Inc. and Henry County Plywood Corporation
This addendum to the above referenced agreement hereby extends the date
that Henry County Plywood Corporation has to deliver its shares until April 30,
2008.
/s/ William A. Brinegar
- -----------------------------
Robert A. Brinegar Trucking, Inc.
5053 George Taylor Road
Spencer VA 24165
/s/ John Venette
- -----------------------------
Henry County Plywood Corporation
5353 Manhattan Circle, Suite 101
Boulder CO 80303
EQUITY FOR DEBT EXCHANGE AGREEMENT
This agreement (the "Agreement"), dated as of _______ , 200 _, is entered
into between Henry County Plywood Corporation (the "Company") and Precision Face
Veneers ("the "Creditor").
WHEREAS, the Company owes Creditor $ _____ which includes the full and
entire amount owed to Creditor by Company and consists of all principal,
interest, penalties and any other claims or amounts owed (the "Debt");
WHEREAS, Creditor and Company have agreed that it is in their mutual best
interest to exchange the Debt for restricted shares of the Company's common
stock.
NOW, THEREFORE, in consideration of the promises and the statements and
representations contained herein, the parties hereto agree as follows:
1. Equity for Debt Exchange. Creditor hereby agrees to accept, and the Company
hereby agrees to issue and deliver to Creditor, a total of ____ shares of the
Company's common stock (the "Shares") in full payment of the Debt, it being
understood that the Shares will be issued and delivered to Creditor at the
address below within one hundred eighty (180) days of the date of this Agreement
and upon delivery of the Shares the Company shall have paid the Debt in full and
shall have no other obligations or liability whatsoever with respect to the
Debt.
2. Representations and Warranties of the Company. The Company represents and
warrants that, upon issuance and delivery of the Shares as provided herein, the
Shares will be fully issued, fully paid and non-assessable.
3. Representations and Warranties of Creditor. Creditor hereby represents and
warrants to the Company as follows:
(a) That Creditor has been given access to full and complete information
regarding the Company and has met with or been given reasonable
opportunity to meet with representatives of the Company for the
purpose of obtaining all information concerning the Company that
Creditor deems necessary to make an informed investment decision.
(b) That Creditor is in a financial position to hold the Shares for an
indefinite period of time and is able to bear the economic risk and
withstand a complete loss of Creditor's investment in the Shares.
(c) That Creditor, either alone or with the assistance of Creditor's own
professional advisors, has such knowledge and experience in financial
and business matters that Creditor is capable of reading and
interpreting financial statements and evaluating the merits and risks
of the prospective investment in the Shares.
(d) That Creditor recognizes that an investment in the Shares is highly
speculative and involves a high degree of risk, including, but not
limited to, the risk of economic losses from operations of the Company
and the loss of Creditor's entire investment in the Company.
(e) That Creditor understands that the Company makes no assurances
whatsoever concerning the present or prospective value of the Shares.
(f) That Creditor understands that (i) there are substantial restrictions
on the transfer of the Shares; (ii) there is not currently a public
market for the Shares; and (iii) accordingly, for the above and other
reasons, Creditor may not be able to liquidate an investment in the
Shares for an indefinite period.
(g) That Creditor certifies, under penalties of perjury, that the
undersigned is NOT subject to the backup withholding provisions of
Section 3406(a)(i)(C) of the Internal Revenue Code of 1986, as
amended. {Note: You are subject to backup withholding If (i) you fail
to furnish your Social Security number or taxpayer identification
number in this Agreement: (ii) the Internal Revenue Service notifies
the Company that you furnished an incorrect Social Security number or
taxpayer identification number: (iii) you are notified that you are
subject to backup withholding: or (iv) you fail to certify that you
are not subject to backup withholding or you fail to certify your
Social Security number or taxpayer identification number).
(h) The Shares are being acquired for Creditor's own account and for
investment and without the intention of reselling or redistributing
the Shares, Creditor has made no agreement with others regarding the
Shares, and Creditor's financial condition is such that it is not
likely that it will be necessary to dispose of the Shares in the
foreseeable future. Creditor is aware that, in the view of the
Securities and Exchange Commission, the acquisition of the Shares with
an intent to resell by reason of any foreseeable specific contingency
or anticipated change in market values, or any change in the condition
of the Company, or in connection with a contemplated liquidation or
settlement of any loan obtained for the acquisition of the Shares and
for which the Shares were pledged, would represent an intent
inconsistent with the representations set forth above.
(i) If Creditor is a natural person, Creditor is a bona fide resident of,
and is domiciled in and received the offer and made the decision to
invest in the Shares in, the state of ___________. If Creditor is an
entity, Creditor is organized and has its principal place of business
in, and received the offer and made the decision to invest in the
Shares, in the state of ___.
(j) If an entity, Creditor was not formed for the purpose of investing in
the Shares.
-2-
(k) Status as an "Accredited investor". The undersigned is Not an
Accredited Investor.
4. Compliance with Securities Act. Creditor agrees that if the Shares or any
part thereof are sold or distributed in the future, Creditor may sell or
distribute them only pursuant to the requirements of the Act and applicable
state securities laws. Creditor agrees that Creditor will not transfer any
part of the Shares without (i) obtaining an opinion of counsel satisfactory
in form and substance to legal counsel for the Company to the effect that
such transfer is exempt from the registration requirements under the Act
and applicable state securities laws or (ii) such registration.
5. Restrictive Legend. Creditor agrees that Company may place a restrictive
legend on the certificate representing the Shares (if any) containing
substantially the following language:
"The securities represented by this certificate have not
been registered under the Securities Act of 1933, as
amended (the "Act"), have not been registered under any
state securities laws, and are subject to a subscription
and investment representation agreement. They may not be
sold, offered for sale, or transferred in the absence of
either an effective registration under the Act, and under
the applicable state securities laws, or an opinion of
counsel for the Company that such transaction is exempt
from registration under the Act, and under the applicable
state securities laws."
6. Knowledge of Restrictions upon Transfer of the Shares. Creditor understands
that the Shares are not freely transferable and may in fact be prohibited
from sale for an extended period of time and that, as a consequence
thereof: the undersigned must bear the economic risk of investment in the
Shares for an indefinite period of time and may have extremely limited
opportunities to dispose of them. Creditor understands that Rule 144 under
the Act permits the transfer of "restricted securities" of the type here
involved only under certain conditions, including a minimum one-year
holding period and the availability to the public of certain information
concerning the Company.
7. Governing Law, Choice of Venue. Notwithstanding the fact that the Company
may conduct business in states other than Colorado, and notwithstanding the
fact that some or all of the shareholders may be residents of states other
than Colorado, this Agreement and the rights of the parties hereunder will
be governed by, interpreted, and enforced in accordance with the laws of
the State of Colorado without regard to conflict of laws principles or
provisions. Any action or proceeding against any of the parties to this
-3-
Agreement relating in any way to this Agreement or the subject matter
hereof shall be brought and enforced exclusively in the competent state or
federal courts of Colorado, and the parties to this Agreement consent to
the exclusive jurisdiction of such courts in respect of such action or
proceeding.
Dated: February 23, 2007
------------------
Individual Creditor(s):
_______________________________________________
Creditor (Signature)
_______________________________________________
Creditor (Signature, if more than one investor)
_______________________________________________
Print Name
_______________________________________________
Print Name (If more than one investor)
_______________________________________________
Address
_______________________________________________
Entity Creditors:
Precision Face Veneers
- ------------------------------------------------
Name of Entity Typed or Printed
By: /s/ Steven W. Mc Neil (signature)
-------------------------
Its: President (title or capacity)
-------------------------
P.O. Box 5528
- ------------------------------------------------
Address
High Point, NC 27262
- ------------------------------------------------
The Company hereby accepts the subscription evidenced by this Agreement to be
effective as of December 5, 2007:
HENRY COUNTY PLYWOOD CORPORATION
By: /s/ John Venette
-----------------------------
Name: John Venette
Title: CFO Treasurer
-4-
CERTIFICATE OF SIGNATORY
(To be completed if Shares are being subscribed for by an Entity)
I, Steven W. Mc Neil am the President of Precision Face Veneers (the
"Entity").
I certify that I am empowered and duly authorized by the Entity to execute
and carry out the terms of the Subscription Agreement and to purchase and hold
the Shares, and certify further that this Agreement has been duly and validly
executed on behalf of the Entity and constitutes a legal and binding obligation
of the Entity.
IN WITNESS WHEREOF, I have set my hand this 10th day of January 2007.
/s/ Steven W. Mc Neil
-----------------------------
(Signature)
President
-----------------------------
(Title)
Steven W. Mc Neil
-----------------------------
(Please Print Name)
-6-
Addendum to Contract Dated December 4th, 2006 Between
Precision Face Veneers and Henry County Plywood Corporation
This addendum to the above referenced agreement hereby extends the date
that Henry County Plywood Corporation has to deliver its shares until April 30,
2008.
/s/ Steven W. Mc Neil
- -----------------------------
Precision Face Veneers
P.O. Box 5528
High Point, NC 27262
/s/ John Venette
- -----------------------------
Henry County Plywood Corporation
5353 Manhattan Circle, Suite 101
Boulder CO 80303
EQUITY FOR DEBT EXCHANGE AGREEMENT
This agreement (the "Agreement"), dated as of November 14, 2006, is entered
into between Henry County Plywood Corporation (the "Company") and Mauthei, Inc.
("the "Creditor").
WHEREAS, the Company owes Creditor $1,171.15, which includes the full and
entire amount owed to Creditor by Company and consists of all principal,
interest, penalties and any other claims or amounts owed (the "Debt");
WHEREAS, Creditor and Company have agreed that it is in their mutual best
interest to exchange the Debt for restricted shares of the Company's common
stock.
NOW, THEREFORE, in consideration of the promises and the statements and
representations contained herein, the parties hereto agree as follows:
1. Equity for Debt Exchange. Creditor hereby agrees to accept, and the Company
hereby agrees to issue and deliver to Creditor, a total of 1,172 shares of the
Company's common stock (the "Shares") in full payment of the Debt, it being
understood that the Shares will be issued and delivered to Creditor at the
address below within one hundred eighty (180) days of the date of this Agreement
and upon delivery of the Shares the Company shall have paid the Debt in full and
shall have no other obligations or liability whatsoever with respect to the
Debt.
2. Representations and Warranties of the Company. The Company represents and
warrants that, upon issuance and delivery of the Shares as provided herein, the
Shares will be fully issued, fully paid and non-assessable.
3. Representations and Warranties of Creditor. Creditor hereby represents and
warrants to the Company as follows:
(a) That Creditor has been given access to full and complete information
regarding the Company and has met with or been given reasonable
opportunity to meet with representatives of the Company for the
purpose of obtaining all information concerning the Company that
Creditor deems necessary to make an informed investment decision.
(b) That Creditor is in a financial position to hold the Shares for an
indefinite period of time and is able to bear the economic risk and
withstand a complete loss of Creditor's investment in the Shares.
(c) That Creditor, either alone or with the assistance of Creditor's own
professional advisors, has such knowledge and experience in financial
and business matters that Creditor is capable of reading and
interpreting financial statements and evaluating the merits and risks
of the prospective investment in the Shares.
(d) That Creditor recognizes that an investment in the Shares is highly
speculative and involves a high degree of risk, including, but not
limited to, the risk of economic losses from operations of the Company
and the loss of Creditor's entire investment in the Company.
(e) That Creditor understands that the Company makes no assurances
whatsoever concerning the present or prospective value of the Shares.
(f) That Creditor understands that (i) there are substantial restrictions
on the transfer of the Shares; (ii) there is not currently a public
market for the Shares; and (iii) accordingly, for the above and other
reasons, Creditor may not be able to liquidate an investment in the
Shares for an indefinite period.
(g) That Creditor certifies, under penalties of perjury, that the
undersigned is NOT subject to the backup withholding provisions of
Section 3406(a)(i)(C) of the Internal Revenue Code of 1986, as
amended. {Note: You are subject to backup withholding If (i) you fail
to furnish your Social Security number or taxpayer identification
number in this Agreement: (ii) the Internal Revenue Service notifies
the Company that you furnished an incorrect Social Security number or
taxpayer identification number: (iii) you are notified that you are
subject to backup withholding: or (iv) you fail to certify that you
are not subject to backup withholding or you fail to certify your
Social Security number or taxpayer identification number).
(h) The Shares are being acquired for Creditor's own account and for
investment and without the intention of reselling or redistributing
the Shares, Creditor has made no agreement with others regarding the
Shares, and Creditor's financial condition is such that it is not
likely that it will be necessary to dispose of the Shares in the
foreseeable future. Creditor is aware that, in the view of the
Securities and Exchange Commission, the acquisition of the Shares with
an intent to resell by reason of any foreseeable specific contingency
or anticipated change in market values, or any change in the condition
of the Company, or in connection with a contemplated liquidation or
settlement of any loan obtained for the acquisition of the Shares and
for which the Shares were pledged, would represent an intent
inconsistent with the representations set forth above.
(i) If Creditor is a natural person, Creditor is a bona fide resident of,
and is domiciled in and received the offer and made the decision to
invest in the Shares in, the state of ___________. If Creditor is an
entity, Creditor is organized and has its principal place of business
in, and received the offer and made the decision to invest in the
Shares, in the state of ___.
(j) If an entity, Creditor was not formed for the purpose of investing in
the Shares.
-2-
(k) Status as an "Accredited investor". The undersigned is a corporation,
limited liability company, or similar business trust, or partnership
with assets in excess of $5,000,000.
4. Compliance with Securities Act. Creditor agrees that if the Shares or any
part thereof are sold or distributed in the future, Creditor may sell or
distribute them only pursuant to the requirements of the Act and applicable
state securities laws. Creditor agrees that Creditor will not transfer any
part of the Shares without (i) obtaining an opinion of counsel satisfactory
in form and substance to legal counsel for the Company to the effect that
such transfer is exempt from the registration requirements under the Act
and applicable state securities laws or (ii) such registration.
5. Restrictive Legend. Creditor agrees that Company may place a restrictive
legend on the certificate representing the Shares (if any) containing
substantially the following language:
"The securities represented by this certificate have not
been registered under the Securities Act of 1933, as
amended (the "Act"), have not been registered under any
state securities laws, and are subject to a subscription
and investment representation agreement. They may not be
sold, offered for sale, or transferred in the absence of
either an effective registration under the Act, and under
the applicable state securities laws, or an opinion of
counsel for the Company that such transaction is exempt
from registration under the Act, and under the applicable
state securities laws."
6. Knowledge of Restrictions upon Transfer of the Shares. Creditor understands
that the Shares are not freely transferable and may in fact be prohibited
from sale for an extended period of time and that, as a consequence
thereof: the undersigned must bear the economic risk of investment in the
Shares for an indefinite period of time and may have extremely limited
opportunities to dispose of them. Creditor understands that Rule 144 under
the Act permits the transfer of "restricted securities" of the type here
involved only under certain conditions, including a minimum one-year
holding period and the availability to the public of certain information
concerning the Company.
7. Governing Law, Choice of Venue. Notwithstanding the fact that the Company
may conduct business in states other than Colorado, and notwithstanding the
fact that some or all of the shareholders may be residents of states other
than Colorado, this Agreement and the rights of the parties hereunder will
be governed by, interpreted, and enforced in accordance with the laws of
the State of Colorado without regard to conflict of laws principles or
provisions. Any action or proceeding against any of the parties to this
-3-
Agreement relating in any way to this Agreement or the subject matter
hereof shall be brought and enforced exclusively in the competent state or
federal courts of Colorado, and the parties to this Agreement consent to
the exclusive jurisdiction of such courts in respect of such action or
proceeding.
Dated: November 15, 2006
------------------
Mauthei, Incorporated
- ------------------------------------------------
Name of Entity Typed or Printed
By: /s/ Thomas E. Manthei (signature)
-------------------------
Its: President (title or capacity)
-------------------------
3996 Charlevoix Ave.
- ------------------------------------------------
Address
Petoskey, MI 49770
- ------------------------------------------------
The Company hereby accepts the subscription evidenced by this Agreement to be
effective as of December 5, 2007:
HENRY COUNTY PLYWOOD CORPORATION
By: /s/ John Venette
-----------------------------
Name: John Venette
Title: CFO Treasurer
-4-
CERTIFICATE OF SIGNATORY
(To be completed if Shares are being subscribed for by an Entity)
I, Thomas E. Mantheiam the President of Mauthei, Incorporated (the
"Entity").
I certify that I am empowered and duly authorized by the Entity to execute
and carry out the terms of the Subscription Agreement and to purchase and hold
the Shares, and certify further that this Agreement has been duly and validly
executed on behalf of the Entity and constitutes a legal and binding obligation
of the Entity.
IN WITNESS WHEREOF, I have set my hand this 15th day of November 2006.
/s/ Thomas E. Manthei
-----------------------------
(Signature)
President
-----------------------------
(Title)
Thomas E. Manthei
-----------------------------
(Please Print Name)
-6-
Addendum to Contract Dated November 14th, 2006 Between
Mauthei, Incorporated and Henry County Plywood Corporation
This addendum to the above referenced agreement hereby extends the date
that Henry County Plywood Corporation has to deliver its shares until April 30,
2008.
/s/ John Kopp
- -----------------------------
Mauthei, Incorporated
3996 Charlevoix Ave
Petoskey, MI 49770
/s/ John Venette
- -----------------------------
Henry County Plywood Corporation
5353 Manhattan Circle, Suite 101
Boulder CO 80303
EQUITY FOR DEBT EXCHANGE AGREEMENT
This agreement (the "Agreement"), dated as of November 10, 2006, is entered
into between Henry County Plywood Corporation (the "Company") and The Freeman
Corporation ("the "Creditor").
WHEREAS, the Company owes Creditor $13,720.84, which includes the full and
entire amount owed to Creditor by Company and consists of all principal,
interest, penalties and any other claims or amounts owed (the "Debt");
WHEREAS, Creditor and Company have agreed that it is in their mutual best
interest to exchange the Debt for restricted shares of the Company's common
stock.
NOW, THEREFORE, in consideration of the promises and the statements and
representations contained herein, the parties hereto agree as follows:
1. Equity for Debt Exchange. Creditor hereby agrees to accept, and the Company
hereby agrees to issue and deliver to Creditor, a total of 13,721 shares of the
Company's common stock (the "Shares") in full payment of the Debt, it being
understood that the Shares will be issued and delivered to Creditor at the
address below within one hundred eighty (180) days of the date of this Agreement
and upon delivery of the Shares the Company shall have paid the Debt in full and
shall have no other obligations or liability whatsoever with respect to the
Debt.
2. Representations and Warranties of the Company. The Company represents and
warrants that, upon issuance and delivery of the Shares as provided herein, the
Shares will be fully issued, fully paid and non-assessable.
3. Representations and Warranties of Creditor. Creditor hereby represents and
warrants to the Company as follows:
(a) That Creditor has been given access to full and complete information
regarding the Company and has met with or been given reasonable
opportunity to meet with representatives of the Company for the
purpose of obtaining all information concerning the Company that
Creditor deems necessary to make an informed investment decision.
(b) That Creditor is in a financial position to hold the Shares for an
indefinite period of time and is able to bear the economic risk and
withstand a complete loss of Creditor's investment in the Shares.
(c) That Creditor, either alone or with the assistance of Creditor's own
professional advisors, has such knowledge and experience in financial
and business matters that Creditor is capable of reading and
interpreting financial statements and evaluating the merits and risks
of the prospective investment in the Shares.
(d) That Creditor recognizes that an investment in the Shares is highly
speculative and involves a high degree of risk, including, but not
limited to, the risk of economic losses from operations of the Company
and the loss of Creditor's entire investment in the Company.
(e) That Creditor understands that the Company makes no assurances
whatsoever concerning the present or prospective value of the Shares.
(f) That Creditor understands that (i) there are substantial restrictions
on the transfer of the Shares; (ii) there is not currently a public
market for the Shares; and (iii) accordingly, for the above and other
reasons, Creditor may not be able to liquidate an investment in the
Shares for an indefinite period.
(g) That Creditor certifies, under penalties of perjury, that the
undersigned is NOT subject to the backup withholding provisions of
Section 3406(a)(i)(C) of the Internal Revenue Code of 1986, as
amended. {Note: You are subject to backup withholding If (i) you fail
to furnish your Social Security number or taxpayer identification
number in this Agreement: (ii) the Internal Revenue Service notifies
the Company that you furnished an incorrect Social Security number or
taxpayer identification number: (iii) you are notified that you are
subject to backup withholding: or (iv) you fail to certify that you
are not subject to backup withholding or you fail to certify your
Social Security number or taxpayer identification number).
(h) The Shares are being acquired for Creditor's own account and for
investment and without the intention of reselling or redistributing
the Shares, Creditor has made no agreement with others regarding the
Shares, and Creditor's financial condition is such that it is not
likely that it will be necessary to dispose of the Shares in the
foreseeable future. Creditor is aware that, in the view of the
Securities and Exchange Commission, the acquisition of the Shares with
an intent to resell by reason of any foreseeable specific contingency
or anticipated change in market values, or any change in the condition
of the Company, or in connection with a contemplated liquidation or
settlement of any loan obtained for the acquisition of the Shares and
for which the Shares were pledged, would represent an intent
inconsistent with the representations set forth above.
(i) If Creditor is a natural person, Creditor is a bona fide resident of,
and is domiciled in and received the offer and made the decision to
invest in the Shares in, the state of ___________. If Creditor is an
entity, Creditor is organized and has its principal place of business
in, and received the offer and made the decision to invest in the
Shares, in the state of ___.
(j) If an entity, Creditor was not formed for the purpose of investing in
the Shares.
-2-
(k) Status as an "Accredited investor". The undersigned is a corporation,
limited liability company, or similar business trust, or partnership
with assets in excess of $5,000,000.
4. Compliance with Securities Act. Creditor agrees that if the Shares or any
part thereof are sold or distributed in the future, Creditor may sell or
distribute them only pursuant to the requirements of the Act and applicable
state securities laws. Creditor agrees that Creditor will not transfer any
part of the Shares without (i) obtaining an opinion of counsel satisfactory
in form and substance to legal counsel for the Company to the effect that
such transfer is exempt from the registration requirements under the Act
and applicable state securities laws or (ii) such registration.
5. Restrictive Legend. Creditor agrees that Company may place a restrictive
legend on the certificate representing the Shares (if any) containing
substantially the following language:
"The securities represented by this certificate have not
been registered under the Securities Act of 1933, as
amended (the "Act"), have not been registered under any
state securities laws, and are subject to a subscription
and investment representation agreement. They may not be
sold, offered for sale, or transferred in the absence of
either an effective registration under the Act, and under
the applicable state securities laws, or an opinion of
counsel for the Company that such transaction is exempt
from registration under the Act, and under the applicable
state securities laws."
6. Knowledge of Restrictions upon Transfer of the Shares. Creditor understands
that the Shares are not freely transferable and may in fact be prohibited
from sale for an extended period of time and that, as a consequence
thereof: the undersigned must bear the economic risk of investment in the
Shares for an indefinite period of time and may have extremely limited
opportunities to dispose of them. Creditor understands that Rule 144 under
the Act permits the transfer of "restricted securities" of the type here
involved only under certain conditions, including a minimum one-year
holding period and the availability to the public of certain information
concerning the Company.
7. Governing Law, Choice of Venue. Notwithstanding the fact that the Company
may conduct business in states other than Colorado, and notwithstanding the
fact that some or all of the shareholders may be residents of states other
than Colorado, this Agreement and the rights of the parties hereunder will
be governed by, interpreted, and enforced in accordance with the laws of
the State of Colorado without regard to conflict of laws principles or
provisions. Any action or proceeding against any of the parties to this
-3-
Agreement relating in any way to this Agreement or the subject matter
hereof shall be brought and enforced exclusively in the competent state or
federal courts of Colorado, and the parties to this Agreement consent to
the exclusive jurisdiction of such courts in respect of such action or
proceeding.
Dated: November 30, 2006
------------------
The Freeman Corporation
- ------------------------------------------------
Name of Entity Typed or Printed
By: /s/ Scott S. Hisle (signature)
-------------------------
Its: CFO (title or capacity)
-------------------------
PO BOX 96-415 Magnolia St.
- ------------------------------------------------
Address
Winchester, KY 40392
- ------------------------------------------------
The Company hereby accepts the subscription evidenced by this Agreement to be
effective as of December 5, 2007:
HENRY COUNTY PLYWOOD CORPORATION
By: /s/ John Venette
-----------------------------
Name: John Venette
Title: CFO Treasurer
-4-
CERTIFICATE OF SIGNATORY
(To be completed if Shares are being subscribed for by an Entity)
I, Scott S. Hisle am the CFO of The Freeman Corporation (the "Entity").
I certify that I am empowered and duly authorized by the Entity to execute
and carry out the terms of the Subscription Agreement and to purchase and hold
the Shares, and certify further that this Agreement has been duly and validly
executed on behalf of the Entity and constitutes a legal and binding obligation
of the Entity.
IN WITNESS WHEREOF, I have set my hand this_____ day of __________ 200___.
/s/ Scott S. Hisle
-----------------------------
(Signature)
CFO
-----------------------------
(Title)
Scott S. Hisle
-----------------------------
(Please Print Name)
-6-
Addendum to Contract Dated November 10th, 2006 Between
The Freeman Corporation and Henry County Plywood Corporation
This addendum to the above referenced agreement hereby extends the date
that Henry County Plywood Corporation has to deliver its shares until April 30,
2008.
/s/ Scott S. Hisle
- -----------------------------
The Freeman Corporation
PO BOX 96
Winchester, KY 40392
/s/ John Venette
- -----------------------------
Henry County Plywood Corporation
5353 Manhattan Circle, Suite 101
Boulder CO 80303
EQUITY FOR DEBT EXCHANGE AGREEMENT
This agreement (the "Agreement"), dated as of November 10, 2006, is entered
into between Henry County Plywood Corporation (the "Company") and ATC Panels,
Inc. ("the "Creditor").
WHEREAS, the Company owes Creditor $19,349.39, which includes the full and
entire amount owed to Creditor by Company and consists of all principal,
interest, penalties and any other claims or amounts owed (the "Debt");
WHEREAS, Creditor and Company have agreed that it is in their mutual best
interest to exchange the Debt for restricted shares of the Company's common
stock.
NOW, THEREFORE, in consideration of the promises and the statements and
representations contained herein, the parties hereto agree as follows:
1. Equity for Debt Exchange. Creditor hereby agrees to accept, and the Company
hereby agrees to issue and deliver to Creditor, a total of 19,350 shares of the
Company's common stock (the "Shares") in full payment of the Debt, it being
understood that the Shares will be issued and delivered to Creditor at the
address below within one hundred eighty (180) days of the date of this Agreement
and upon delivery of the Shares the Company shall have paid the Debt in full and
shall have no other obligations or liability whatsoever with respect to the
Debt.
2. Representations and Warranties of the Company. The Company represents and
warrants that, upon issuance and delivery of the Shares as provided herein, the
Shares will be fully issued, fully paid and non-assessable.
3. Representations and Warranties of Creditor. Creditor hereby represents and
warrants to the Company as follows:
(a) That Creditor has been given access to full and complete information
regarding the Company and has met with or been given reasonable
opportunity to meet with representatives of the Company for the
purpose of obtaining all information concerning the Company that
Creditor deems necessary to make an informed investment decision.
(b) That Creditor is in a financial position to hold the Shares for an
indefinite period of time and is able to bear the economic risk and
withstand a complete loss of Creditor's investment in the Shares.
(c) That Creditor, either alone or with the assistance of Creditor's own
professional advisors, has such knowledge and experience in financial
and business matters that Creditor is capable of reading and
interpreting financial statements and evaluating the merits and risks
of the prospective investment in the Shares.
(d) That Creditor recognizes that an investment in the Shares is highly
speculative and involves a high degree of risk, including, but not
limited to, the risk of economic losses from operations of the Company
and the loss of Creditor's entire investment in the Company.
(e) That Creditor understands that the Company makes no assurances
whatsoever concerning the present or prospective value of the Shares.
(f) That Creditor understands that (i) there are substantial restrictions
on the transfer of the Shares; (ii) there is not currently a public
market for the Shares; and (iii) accordingly, for the above and other
reasons, Creditor may not be able to liquidate an investment in the
Shares for an indefinite period.
(g) That Creditor certifies, under penalties of perjury, that the
undersigned is NOT subject to the backup withholding provisions of
Section 3406(a)(i)(C) of the Internal Revenue Code of 1986, as
amended. {Note: You are subject to backup withholding If (i) you fail
to furnish your Social Security number or taxpayer identification
number in this Agreement: (ii) the Internal Revenue Service notifies
the Company that you furnished an incorrect Social Security number or
taxpayer identification number: (iii) you are notified that you are
subject to backup withholding: or (iv) you fail to certify that you
are not subject to backup withholding or you fail to certify your
Social Security number or taxpayer identification number).
(h) The Shares are being acquired for Creditor's own account and for
investment and without the intention of reselling or redistributing
the Shares, Creditor has made no agreement with others regarding the
Shares, and Creditor's financial condition is such that it is not
likely that it will be necessary to dispose of the Shares in the
foreseeable future. Creditor is aware that, in the view of the
Securities and Exchange Commission, the acquisition of the Shares with
an intent to resell by reason of any foreseeable specific contingency
or anticipated change in market values, or any change in the condition
of the Company, or in connection with a contemplated liquidation or
settlement of any loan obtained for the acquisition of the Shares and
for which the Shares were pledged, would represent an intent
inconsistent with the representations set forth above.
(i) If Creditor is a natural person, Creditor is a bona fide resident of,
and is domiciled in and received the offer and made the decision to
invest in the Shares in, the state of ___________. If Creditor is an
entity, Creditor is organized and has its principal place of business
in, and received the offer and made the decision to invest in the
Shares, in the state of Delaware.
(j) If an entity, Creditor was not formed for the purpose of investing in
the Shares.
-2-
(k) Status as an "Accredited investor". The undersigned is a corporation,
limited liability company, or similar business trust, or partnership
with assets in excess of $5,000,000.
4. Compliance with Securities Act. Creditor agrees that if the Shares or any
part thereof are sold or distributed in the future, Creditor may sell or
distribute them only pursuant to the requirements of the Act and applicable
state securities laws. Creditor agrees that Creditor will not transfer any
part of the Shares without (i) obtaining an opinion of counsel satisfactory
in form and substance to legal counsel for the Company to the effect that
such transfer is exempt from the registration requirements under the Act
and applicable state securities laws or (ii) such registration.
5. Restrictive Legend. Creditor agrees that Company may place a restrictive
legend on the certificate representing the Shares (if any) containing
substantially the following language:
"The securities represented by this certificate have not
been registered under the Securities Act of 1933, as
amended (the "Act"), have not been registered under any
state securities laws, and are subject to a subscription
and investment representation agreement. They may not be
sold, offered for sale, or transferred in the absence of
either an effective registration under the Act, and under
the applicable state securities laws, or an opinion of
counsel for the Company that such transaction is exempt
from registration under the Act, and under the applicable
state securities laws."
6. Knowledge of Restrictions upon Transfer of the Shares. Creditor understands
that the Shares are not freely transferable and may in fact be prohibited
from sale for an extended period of time and that, as a consequence
thereof: the undersigned must bear the economic risk of investment in the
Shares for an indefinite period of time and may have extremely limited
opportunities to dispose of them. Creditor understands that Rule 144 under
the Act permits the transfer of "restricted securities" of the type here
involved only under certain conditions, including a minimum one-year
holding period and the availability to the public of certain information
concerning the Company.
7. Governing Law, Choice of Venue. Notwithstanding the fact that the Company
may conduct business in states other than Colorado, and notwithstanding the
fact that some or all of the shareholders may be residents of states other
than Colorado, this Agreement and the rights of the parties hereunder will
be governed by, interpreted, and enforced in accordance with the laws of
the State of Colorado without regard to conflict of laws principles or
provisions. Any action or proceeding against any of the parties to this
-3-
Agreement relating in any way to this Agreement or the subject matter
hereof shall be brought and enforced exclusively in the competent state or
federal courts of Colorado, and the parties to this Agreement consent to
the exclusive jurisdiction of such courts in respect of such action or
proceeding.
Dated: November 15, 2006
------------------
ATC Panels, Inc.
- ------------------------------------------------
Name of Entity Typed or Printed
By: /s/ Rodolfo Salman (signature)
-------------------------
Its: CFO (title or capacity)
-------------------------
985 Corinth Road
- ------------------------------------------------
Address
Moncure, NC 27559
- ------------------------------------------------
The Company hereby accepts the subscription evidenced by this Agreement to be
effective as of December 5, 2007:
HENRY COUNTY PLYWOOD CORPORATION
By: /s/ John Venette
-----------------------------
Name: John Venette
Title: CFO Treasurer
-4-
CERTIFICATE OF SIGNATORY
(To be completed if Shares are being subscribed for by an Entity)
I, Rodolfo Salman am the CFO of ATC Panels, Inc. (the "Entity").
I certify that I am empowered and duly authorized by the Entity to execute
and carry out the terms of the Subscription Agreement and to purchase and hold
the Shares, and certify further that this Agreement has been duly and validly
executed on behalf of the Entity and constitutes a legal and binding obligation
of the Entity.
IN WITNESS WHEREOF, I have set my hand this 15th day of November 2006.
/s/ Rodolfo Salman
-----------------------------
(Signature)
CFO
-----------------------------
(Title)
Rodolfo Salman
-----------------------------
(Please Print Name)
-6-
Addendum to Contract Dated November 10th, 2006 Between
ATC Panels, Inc. and Henry County Plywood Corporation
This addendum to the above referenced agreement hereby extends the date
that Henry County Plywood Corporation has to deliver its shares until April 30,
2008.
/s/ Rodolfo Salman
- -----------------------------
ATC Panels, Inc.
985 Corinth Road
Moncure, NC 27559
/s/ John Venette
- -----------------------------
Henry County Plywood Corporation
5353 Manhattan Circle, Suite 101
Boulder CO 80303
EQUITY FOR DEBT EXCHANGE AGREEMENT
This agreement (the "Agreement"), dated as of November 11, 2006, is entered
into between Henry County Plywood Corporation (the "Company") and Arkansas Face
Veneer Co, Inc. ("the "Creditor").
WHEREAS, the Company owes Creditor $5,342.88, which includes the full and
entire amount owed to Creditor by Company and consists of all principal,
interest, penalties and any other claims or amounts owed (the "Debt");
WHEREAS, Creditor and Company have agreed that it is in their mutual best
interest to exchange the Debt for restricted shares of the Company's common
stock.
NOW, THEREFORE, in consideration of the promises and the statements and
representations contained herein, the parties hereto agree as follows:
1. Equity for Debt Exchange. Creditor hereby agrees to accept, and the Company
hereby agrees to issue and deliver to Creditor, a total of 5,343 shares of the
Company's common stock (the "Shares") in full payment of the Debt, it being
understood that the Shares will be issued and delivered to Creditor at the
address below within one hundred eighty (180) days of the date of this Agreement
and upon delivery of the Shares the Company shall have paid the Debt in full and
shall have no other obligations or liability whatsoever with respect to the
Debt.
2. Representations and Warranties of the Company. The Company represents and
warrants that, upon issuance and delivery of the Shares as provided herein, the
Shares will be fully issued, fully paid and non-assessable.
3. Representations and Warranties of Creditor. Creditor hereby represents and
warrants to the Company as follows:
(a) That Creditor has been given access to full and complete information
regarding the Company and has met with or been given reasonable
opportunity to meet with representatives of the Company for the
purpose of obtaining all information concerning the Company that
Creditor deems necessary to make an informed investment decision.
(b) That Creditor is in a financial position to hold the Shares for an
indefinite period of time and is able to bear the economic risk and
withstand a complete loss of Creditor's investment in the Shares.
(c) That Creditor, either alone or with the assistance of Creditor's own
professional advisors, has such knowledge and experience in financial
and business matters that Creditor is capable of reading and
interpreting financial statements and evaluating the merits and risks
of the prospective investment in the Shares.
(d) That Creditor recognizes that an investment in the Shares is highly
speculative and involves a high degree of risk, including, but not
limited to, the risk of economic losses from operations of the Company
and the loss of Creditor's entire investment in the Company.
(e) That Creditor understands that the Company makes no assurances
whatsoever concerning the present or prospective value of the Shares.
(f) That Creditor understands that (i) there are substantial restrictions
on the transfer of the Shares; (ii) there is not currently a public
market for the Shares; and (iii) accordingly, for the above and other
reasons, Creditor may not be able to liquidate an investment in the
Shares for an indefinite period.
(g) That Creditor certifies, under penalties of perjury, that the
undersigned is NOT subject to the backup withholding provisions of
Section 3406(a)(i)(C) of the Internal Revenue Code of 1986, as
amended. {Note: You are subject to backup withholding If (i) you fail
to furnish your Social Security number or taxpayer identification
number in this Agreement: (ii) the Internal Revenue Service notifies
the Company that you furnished an incorrect Social Security number or
taxpayer identification number: (iii) you are notified that you are
subject to backup withholding: or (iv) you fail to certify that you
are not subject to backup withholding or you fail to certify your
Social Security number or taxpayer identification number).
(h) The Shares are being acquired for Creditor's own account and for
investment and without the intention of reselling or redistributing
the Shares, Creditor has made no agreement with others regarding the
Shares, and Creditor's financial condition is such that it is not
likely that it will be necessary to dispose of the Shares in the
foreseeable future. Creditor is aware that, in the view of the
Securities and Exchange Commission, the acquisition of the Shares with
an intent to resell by reason of any foreseeable specific contingency
or anticipated change in market values, or any change in the condition
of the Company, or in connection with a contemplated liquidation or
settlement of any loan obtained for the acquisition of the Shares and
for which the Shares were pledged, would represent an intent
inconsistent with the representations set forth above.
(i) If Creditor is a natural person, Creditor is a bona fide resident of,
and is domiciled in and received the offer and made the decision to
invest in the Shares in, the state of ___________. If Creditor is an
entity, Creditor is organized and has its principal place of business
in, and received the offer and made the decision to invest in the
Shares, in the state of ___.
(j) If an entity, Creditor was not formed for the purpose of investing in
the Shares.
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(k) Status as an "Accredited investor". The undersigned is a corporation,
limited liability company, or similar business trust, or partnership
with assets in excess of $5,000,000.
4. Compliance with Securities Act. Creditor agrees that if the Shares or any
part thereof are sold or distributed in the future, Creditor may sell or
distribute them only pursuant to the requirements of the Act and applicable
state securities laws. Creditor agrees that Creditor will not transfer any
part of the Shares without (i) obtaining an opinion of counsel satisfactory
in form and substance to legal counsel for the Company to the effect that
such transfer is exempt from the registration requirements under the Act
and applicable state securities laws or (ii) such registration.
5. Restrictive Legend. Creditor agrees that Company may place a restrictive
legend on the certificate representing the Shares (if any) containing
substantially the following language:
"The securities represented by this certificate have not
been registered under the Securities Act of 1933, as
amended (the "Act"), have not been registered under any
state securities laws, and are subject to a subscription
and investment representation agreement. They may not be
sold, offered for sale, or transferred in the absence of
either an effective registration under the Act, and under
the applicable state securities laws, or an opinion of
counsel for the Company that such transaction is exempt
from registration under the Act, and under the applicable
state securities laws."
6. Knowledge of Restrictions upon Transfer of the Shares. Creditor understands
that the Shares are not freely transferable and may in fact be prohibited
from sale for an extended period of time and that, as a consequence
thereof: the undersigned must bear the economic risk of investment in the
Shares for an indefinite period of time and may have extremely limited
opportunities to dispose of them. Creditor understands that Rule 144 under
the Act permits the transfer of "restricted securities" of the type here
involved only under certain conditions, including a minimum one-year
holding period and the availability to the public of certain information
concerning the Company.
7. Governing Law, Choice of Venue. Notwithstanding the fact that the Company
may conduct business in states other than Colorado, and notwithstanding the
fact that some or all of the shareholders may be residents of states other
than Colorado, this Agreement and the rights of the parties hereunder will
be governed by, interpreted, and enforced in accordance with the laws of
the State of Colorado without regard to conflict of laws principles or
provisions. Any action or proceeding against any of the parties to this
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Agreement relating in any way to this Agreement or the subject matter
hereof shall be brought and enforced exclusively in the competent state or
federal courts of Colorado, and the parties to this Agreement consent to
the exclusive jurisdiction of such courts in respect of such action or
proceeding.
Dated: ,200
---------------
Arkansas Face Veneer Co, Inc.
- ------------------------------------------------
Name of Entity Typed or Printed
By: /s/ Randi M. Pearson (signature)
-------------------------
Its: Treasurer (title or capacity)
-------------------------
- ------------------------------------------------
Address
- ------------------------------------------------
The Company hereby accepts the subscription evidenced by this Agreement to be
effective as of December 5, 2007:
HENRY COUNTY PLYWOOD CORPORATION
By: /s/ John Venette
-----------------------------
Name: John Venette
Title: CFO Treasurer
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CERTIFICATE OF SIGNATORY
(To be completed if Shares are being subscribed for by an Entity)
I, Randi M. Pearson am the Treasurer of Arkansas Face Veneer Co, Inc. (the
"Entity").
I certify that I am empowered and duly authorized by the Entity to execute
and carry out the terms of the Subscription Agreement and to purchase and hold
the Shares, and certify further that this Agreement has been duly and validly
executed on behalf of the Entity and constitutes a legal and binding obligation
of the Entity.
IN WITNESS WHEREOF, I have set my hand this _____ day of __________ 200___.
/s/ Randi M. Pearson
-----------------------------
(Signature)
Treasurer
-----------------------------
(Title)
Randi M. Pearson
-----------------------------
(Please Print Name)
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Addendum to Contract Dated November 11th,2006 Between
Arkansas Face Veneer Co, Inc. and Henry County Plywood Corporation
This addendum to the above referenced agreement hereby extends the date
that Henry County Plywood Corporation has to deliver its shares until April 30,
2008.
/s/ Randi M. Pearson
- -----------------------------
Arkansas Face Veneer Co, Inc.
P.O. Box 706
Benton AR 72018
/s/ John Venette
- -----------------------------
Henry County Plywood Corporation
5353 Manhattan Circle, Suite 101
Boulder CO 80303
This agreement dated as of January 5, 2007 is entered into between Henry County
Plywood Corporation (HCPC) and Henry County, Virginia (HC).
Whereas HCPC owes HC $22,842.03, which includes the full amount owed including
all taxes, interest, penalties and any other claims or amounts owed (the Debt);
HC hereby agrees to reduce the Debt to $2000.
/s/ Scott Grindstaff 1-10-07
________________________________________ _________
Scott Grindstaff. Treasurer Henry County Date
/s/ John Venette 12-5-07
________________________________________ _________
Henry County Plywood Corporation Date