SERIES A COMMON STOCK PURCHASE WARRANT PANELTECH INTERNATIONAL HOLDINGS, INC.Security Agreement • December 30th, 2009 • Charleston Basics Inc • Wholesale-misc durable goods
THIS SERIES A COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, ___________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the initial exercise date set forth above (the “Initial Exercise Date”) and on or prior to the close of business on the seven (7) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from PanelTech International Holdings, Inc., a Delaware corporation (the “Company”), up to _______ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMERCIAL SECURITY AGREEMENTCommercial Security Agreement • April 15th, 2010 • Paneltech International Holdings, Inc. • Converted paper & paperboard prods (no contaners/boxes) • Washington
Principal $1,500,000.00 Loan Date 01-19-2001 Maturity 02-28-2010 Loan No 100012004 Call / Coll Account Officer Initials References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" has been omitted due to text length limitations.
COMMERCIAL GUARANTYCommercial Guaranty • April 15th, 2010 • Paneltech International Holdings, Inc. • Converted paper & paperboard prods (no contaners/boxes) • Washington
CONTINUING GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and unconditionally guarantees full and punctual payment and satisfaction of the Indebtedness of Borrower to Lender, and the performance and discharge of all Borrower's obligations under the Note and the Related Documents. This is a guaranty of payment and performance and not of collection, so Lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender's remedies against anyone else obligated to pay the Indebtedness or against any collateral securing the Indebtedness, this Guaranty or any other guaranty of the Indebtedness. Guarantor will make any payments to Lender or its order, on demand, in legal tender of the United States of America, in same—day funds, without set—off or deduction or counterclaim, and will otherwise perform Borrower's obligations under the Note and Related Documents. Under this Guaranty, Guarantor's liability is unlimited and
CHARLESTON BASICS, INC. REGULATION D SUBSCRIPTION AGREEMENT AND INVESTMENT REPRESENTATIONSubscription Agreement • August 8th, 2007 • Charleston Basics Inc • New York
SELLING STOCKHOLDER STOCK PURCHASE AGREEMENTSelling Stockholder Stock Purchase Agreement • September 30th, 2009 • Charleston Basics Inc • Wholesale-misc durable goods • Delaware
SELLING STOCKHOLDER STOCK PURCHASE AGREEMENT, dated as of September 30, 2009 (this “Agreement”), by and between PARAGON CAPITAL LP, a Delaware limited partnership (the “Purchaser”) and MICHAEL LIEBER t/a TRADEWISE ASSOCIATES LLC, a New York limited liability company (the “Selling Stockholder” and together with the Purchaser, the “Parties”).
Grid NoteGrid Note • April 3rd, 2008 • Charleston Basics Inc • Wholesale-misc durable goods
FOR VALUE RECEIVED, the undersigned, CHARLESTON BASICS, INC. (the "Borrower"), hereby acknowledges itself indebted to MICHAEL LIEBER (the "Lender") and promises to pay on or prior to December 31, 2009 to or to the order of the Lender at 1701 Avenue I, Brooklyn, NY 11230, or as otherwise directed in writing by the Lender, the principal amount advanced by or at the direction of the Lender to the Borrower from time to time and remaining outstanding hereunder as recorded by the Lender in the column headed "Unpaid Principal Balance" on the record (the "Grid") attached to and forming part of this Note.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 30th, 2009 • Charleston Basics Inc • Wholesale-misc durable goods • New York
STOCK PURCHASE AGREEMENT, dated as of September 30, 2009 (this “Agreement”), by and between PARAGON CAPITAL LP, a Delaware limited partnership (the “Purchaser”) and CHARLESTON BASICS, INC., a Delaware corporation (the “Company” and together with the Purchaser, the “Parties”).
CHANGE IN TERMS AGREEMENTChange in Terms Agreement • August 13th, 2010 • Paneltech International Holdings, Inc. • Converted paper & paperboard prods (no contaners/boxes)
Principal $700,000.00 Loan Date 01-19-2001 Maturity 10-01-2010 Loan No 100012004 Call / Coll Account Officer Initials References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" has been omitted due to text length limitations.
JOINT FILING AGREEMENTJoint Filing Agreement • June 10th, 2011 • Paneltech International Holdings, Inc. • Converted paper & paperboard prods (no contaners/boxes)
The undersigned hereby agree that the Statement on Schedule 13D dated June 9, 2011 with respect to the shares of common stock, par value $0.0001 per share, of Paneltech International Holdings, Inc. and any further amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended.
CHANGE IN TERMS AGREEMENTChange in Terms Agreement • April 15th, 2010 • Paneltech International Holdings, Inc. • Converted paper & paperboard prods (no contaners/boxes) • Washington
AMENDMENT NO. 2 TO STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • September 20th, 2010 • Paneltech International Holdings, Inc. • Converted paper & paperboard prods (no contaners/boxes) • Delaware
This Amendment No. 2 to Stock Repurchase Agreement (this “Amendment”) is made effective as of September 16, 2010 and amends that certain Stock Repurchase Agreement dated as of December 23, 2009, as amended (the “Agreement”) by and between Paneltech International Holdings, Inc. a Delaware corporation (fka Charleston Basics, Inc.) (the “Company”) and Collins Timber Company LLC, an Oregon limited liability company (the “Selling Shareholder”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG CHARLESTON BASICS, INC., PANELTECH PRODUCTS, INC. AND PANELTECH INTERNATIONAL, L.L.C. DECEMBER 23, 2009Merger Agreement • December 30th, 2009 • Charleston Basics Inc • Wholesale-misc durable goods • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 23, 2009, by and among CHARLESTON BASICS, INC, a Delaware corporation (“Pubco”), PANELTECH PRODUCTS, INC., a Delaware corporation and a wholly-owned subsidiary of Pubco (the “Merger Sub”), and PANELTECH INTERNATIONAL, L.L.C. a Washington limited liability company (the “Company”). Pubco, Merger Sub and the Company each, individually, a “Party” or, collectively, the “Parties.”
CHANGE IN TERMS AGREEMENTChange in Terms Agreement • April 15th, 2010 • Paneltech International Holdings, Inc. • Converted paper & paperboard prods (no contaners/boxes)
DESCRIPTION OF EXISTING INDEBTEDNESS. Revolving Line of Credit in the original amount of $500,000.00 as evidenced by that certain Promissory Note and Related Documents dated January 19, 2001; as amended and increased by Change in Terms and currently maturing September 30, 2009 and in the amount of $1,700,000.
VENDOR AND LICENSE AGREEMENTVendor and License Agreement • August 8th, 2007 • Charleston Basics Inc • North Carolina
THIS VENDOR AND LICENSE AGREEMENT (this “Agreement”) is made and entered into and is effective as of the _____ day of February, 2007, by and between Buzz Off Insect Shield, LLC, a North Carolina limited liability company (“Buzz Off”), and Charleston Basics, INC, a New York corporation (“Licensee”).
SECURITY AGREEMENTSecurity Agreement • November 15th, 2010 • Paneltech International Holdings, Inc. • Converted paper & paperboard prods (no contaners/boxes) • Oregon
THIS SECURITY AGREEMENT (“Security Agreement”) is made 11/12/2010, between Paneltech International Holdings, Inc., a Delaware corporation (fka Charleston Basics, Inc.) (“Debtor”) and Collins Timber Company LLC, an Oregon limited liability company (“Secured Party”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 11th, 2010 • Paneltech International Holdings, Inc. • Wholesale-misc durable goods • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 23, 2009, between Charleston Basics Inc., a Delaware corporation (the “Company”), Paneltech Products, Inc., a Delaware corporation (“Paneltech Products”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
December 17,2009Default and Forbearance Agreement • April 15th, 2010 • Paneltech International Holdings, Inc. • Converted paper & paperboard prods (no contaners/boxes)
By letter dated October 22. 2009. ShoreBank Pacific ("Bank") notified Paneltech International LLC ("Borrower"), that it was in default under the Business Loan Agreement ("Loan Agreement") dated January 26, 2001, as amended, because it had violated certain of the Affirmative Covenants contained in that agreement, and that, as a result, it was also in default under the Promissory Note ("Note") of the same date. As of this date, Bank is also notifying Borrower that it was in default under the same Business Loan Agreement for ihe following covenant violations, as measured by financial statements as of October 31,2009 provided to Bank from the Borrower:
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 30th, 2009 • Charleston Basics Inc • Wholesale-misc durable goods • New York
ASSET PURCHASE AGREEMENT, dated as of December 23, 2009 by and between CHARLESTON BASICS, INC., a Delaware corporation (the “Seller”) having its principal offices at 2999 John Stevens Way, Hoquiam, Washington 98550 and CAMBRIDGE TRADING PARTNERS, LLC, a New York limited liability company (the “Purchaser”), having its principal offices at 1701 Avenue I, Brooklyn, New York 11230.
STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • December 30th, 2009 • Charleston Basics Inc • Wholesale-misc durable goods • Delaware
WHEREAS, pursuant to that certain Agreement and Plan of Merger dated as of date hereof (the “Merger Agreement”), by and among the Company, Paneltech Products, Inc. a Delaware corporation and wholly owned subsidiary of the Company (“Paneltech Products”), and Paneltech International, L.L.C., a Washington limited liability company (“Paneltech International”), Paneltech International merged with and into Paneltech Products (the “Merger”) and each membership unit of Paneltech International was exchanged for 4,597.53254 shares of common stock, $0.0001 par value, of the Company (the “Common Stock”).
JOINT FILING AGREEMENTJoint Filing Agreement • April 8th, 2011 • Paneltech International Holdings, Inc. • Converted paper & paperboard prods (no contaners/boxes)
The undersigned hereby agree that the Statement on Schedule 13G dated April 7, 2011 with respect to the shares of common stock, par value $0.0001 per share, of Paneltech International Holdings, Inc. and any further amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended.
AMENDMENT NO. 1 TO STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • July 29th, 2010 • Paneltech International Holdings, Inc. • Converted paper & paperboard prods (no contaners/boxes) • Delaware
This Amendment No. 1 to Stock Repurchase Agreement (this “Amendment”) is made effective as of July 26, 2010 and amends that certain Stock Repurchase Agreement dated as of December 23, 2009 (the “Agreement”) by and between Paneltech International Holdings, Inc. a Delaware corporation (fka Charleston Basics, Inc.) (the “Company”) and Collins Timber Company LLC, an Oregon limited liability company (the “Selling Shareholder”).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • December 30th, 2009 • Charleston Basics Inc • Wholesale-misc durable goods • New York
This Investor Rights Agreement (this “Agreement”) is made and entered into as of December 23, 2009, among Charleston Basics, Inc., a Delaware corporation (the “Company”), and the investors signatory hereto.
ASSUMPTION AGREEMENTAssumption Agreement • December 30th, 2009 • Charleston Basics Inc • Wholesale-misc durable goods
DATE: December 23, 2009 BETWEEN: Paneltech International, LLC (together, “Borrower”) 2999 John Stevens Way Hoquiam, WA 98550 AND: Paneltech Products, Inc. (“Transferee”) 2999 John Stevens Way Hoquiam, WA 98550 AND: ShoreBank Pacific (“Bank”) PO Box 400 Ilwaco, WA 98624 LOAN NO. 100012003
