XXXXX COUNTY PLYWOOD CORPORATION
SUBSCRIPTION AGREEMENT
FOR SHARES OF
COMMON STOCK
Investor's Name: Xxxxxxx Xxxxxx
Issuer: Xxxxx County Plywood Corporation
a Nevada Corporation
Shares: 1.333.038 shares of Common Stock
Dated: October 1, 2007
In consideration of the agreement of Xxxxx County Plywood Corporation (the
"Company") to admit the above-named purchaser (the "Investor"), as a shareholder
of the Company, the Investor hereby subscribes for the number of shares of the
Company's Common Stock (the "Shares") shown above the signature on the last page
of this Agreement.
The Company acknowledges the receipt from Investor of the amount of funds set
forth next to the Investor's signature on the last page of this Agreement. The
Company acknowledges that such funds constitute adequate consideration and full
payment for the Shares to be issued pursuant to this Agreement. In connection
with this subscription, Investor acknowledges and represents to the Company as
follows:
1. I have both knowledge and experience in financial and business matters. and
have available legal and financial advisors who are capable of evaluating the
merits and risks of my purchase of the Shares. I am aware that the purchase of
the Shares involves a high degree of risk and I have sufficient economic
resources to bear the economic risk of the complete loss of my investment in the
Shares. I am aware of the business affairs of Company and its financial
condition. and have acquired sufficient information about the Company to reach
an informed and knowledgeable decision to acquire the Shares. I am purchasing
the Shares for my own account for investment purposes only and not with a view
toward any resale or distribution.
2. I acknowledge and agree that this is a speculative investment. I also
acknowledge that I have received and carefully reviewed the Confidential Private
Placement Memorandum prepared in connection with any prior offerings of shares
of the Company's Stock, updates from the Company on its activities since the
date of such Memoranda (including all financial statements and pro-forma
financial statements dated), the Company's Articles of Incorporation and Bylaws,
which set forth the rights and privileges of the Shares of its Stock(s).
3. I understand that the Shares have not been registered under the federal
Securities Act of 1933, as amended (the "Securities Act") or under the
securities laws of any state (the "Blue Sky Laws"). I further understand that
the Shares have been issued in reliance upon exemptions from registration in the
Securities Act and the Blue Sky Laws, which depend, among other things,
upon the bona fide nature of my investment intent and the accuracy of the
representations that 1 make in this Agreement.
4. I understand that the Shares must be held indefinitely unless subsequently
registered under the Securities Act and any Blue Sky Laws, or unless an
exemption from registration is otherwise available. In addition, I understand
that the certificates representing the Shares will be imprinted with a legend
prohibiting transfer of the Shares unless the transfer is in accordance with the
terms of the Securities Act and all applicable Blue Sky Laws.
5. I understand that at the time I wish to sell the Shares, if ever, there may
be no public or private market in which to make a sale, there may be no
valuation criteria available, and I will not have the right to require the
Company to purchase or register the Shares, all of which may severely limit my
ability to sell my Shares for what I would consider to be a fair price.
6. You have made available to me, to my counsel and advisors, all documents that
were requested relating to my purchase of the Shares and to the business and
future affairs of the Company, and you have provided answers to all questions
that I have asked of you concerning the offering and my investment in the
Shares.
7. I acknowledge that certain of the information furnished to me by the Company
is confidential and not public, and agree that all such information will be kept
in confidence by me and neither used to my personal benefit nor disclosed to any
third party for any reason except with your prior consent.
8. I represent and warrant to the Company that I am an "accredited investor" as
that term is defined by the Securities Act by virtue of the following:
___X___ I am an individual whose net worth or whose joint net worth with my
spouse currently equals or exceeds $1,000,000;
_______ I am an individual who had individual income in excess $200,000 in each
of the two most recent years or joint income with my spouse in excess of
$300,000 in each of the two most recent years, and I have a reasonable
expectation of reaching the same income level in the current year;
9. I understand that the Company is represented by legal counsel and that this
Agreement and all other documents related to the Company that have been
presented to me may have been prepared with the assistance of the Company's
legal counsel who do not and cannot represent mc or my interest in this
transaction.
The Company and the Investor have executed this Agreement to be effective as of
the date first written above.
Xxxxx County Plywood Corporation
A Nevada Corporation
/s/ Xxxx Xxxxxxx
---------------------------
By: Xxxx Xxxxxxx
Secretary
# OF SHARES TOTAL PURCHASE PRICE
1,333,038 shares $1,000 cash and a subscription receivable of $9,000
/s/ Xxxxxxx Xxxxxx
---------------------------
Signature
Xxxxxxx Xxxxxx
0000 Xxxxxx Xxx
Xxxxxxx, XX 00000
XXXXX COUNTY PLYWOOD CORPORATION
SUBSCRIPTION AGREEMENT
FOR SHARES OF
COMMON STOCK
Investor's Name: Xxxxxxx Xxxxxxxx
Issuer: Xxxxx County Plywood Corporation
a Nevada Corporation
Shares: 1,333,038 shares of Common Stock
Dated: October 1, 2007
In consideration of the agreement of Xxxxx County Plywood Corporation (the
"Company") to admit the above-named purchaser (the "Investor"), as a shareholder
of the Company, the Investor hereby subscribes for the number of shares of the
Company's Common Stock (the "Shares") shown above the signature on the last page
of this Agreement.
The Company acknowledges the receipt from Investor of the amount of funds set
forth next to the Investor's signature on the last page of this Agreement. The
Company acknowledges that such funds constitute adequate consideration and full
payment for the Shares to be issued pursuant to this Agreement. In connection
with this subscription, Investor acknowledges and represents to the Company as
follows:
1. I have both knowledge and experience in financial and business matters. and
have available legal and financial advisors who are capable of evaluating the
merits and risks of my purchase of the Shares. I am aware that the purchase of
the Shares involves a high degree of risk and I have sufficient economic
resources to bear the economic risk of the complete loss or my investment in the
Shares. I am aware of the business affairs of Company and its financial
condition, and have acquired sufficient information about the Company to reach
an informed and knowledgeable decision to acquire the Shares. I am purchasing
the Shares for my own account for investment purposes only and not with a view
toward any resale or distribution.
2. I acknowledge and agree that this is a speculative investment. I also
acknowledge that I have received and carefully reviewed the Confidential Private
Placement Memorandum prepared in connection with any prior offerings of shares
of the Company's Stock, updates from the Company on its activities since the
date of such Memoranda (including all financial statements and pro-forma
financial statements dated). the Company's Articles of Incorporation and Bylaws,
which set forth the rights and privileges of the Shares of its Stock(s).
3. I understand that the Shares have not been registered under the federal
Securities Act of 1933, as amended (the "Securities Act") or under the
securities laws of any state (the "Blue Sky Laws"). I further understand that
the Shares have been issued in reliance upon exemptions from registration in the
Securities Act and the Blue Sky Laws, which depend, among other things,
upon the bona fide nature of my investment intent and the accuracy of the
representations that I make in this Agreement.
4. I understand that the Shares must be held indefinitely unless subsequently
registered under the Securities Act and any Blue Sky Laws, or unless an
exemption from registration is otherwise available. In addition, I understand
that the certificates representing the Shares will be imprinted with a legend
prohibiting transfer of the Shares unless the transfer is in accordance with the
terms of the Securities Act and all applicable Blue Sky Laws.
5. I understand that at the time I wish to sell the Shares, if ever, there may
be no public or private market in which to make a sale, there may be no
valuation criteria available, and I will not have the right to require the
Company to purchase or register the Shares, all of which may severely limit my
ability to sell my Shares for what I would consider to be a fair price.
6. You have made available to me, to my counsel and advisors, all documents that
were requested relating to my purchase of the Shares and to the business and
future affairs of the Company, and you have provided answers to all questions
that I have asked of you concerning the offering and my investment in the
Shares.
7. I acknowledge that certain of the information furnished to mc by the Company
is confidential and not public. and agree that all such information will be kept
in confidence by me and neither used to my personal benefit nor disclosed to any
third party for any reason except with your prior consent.
8. I represent and warrant to the Company that I am an "accredited investor" as
that term is defined by the Securities Act by virtue of the following:
_____ I am an individual whose net worth or whose joint net worth with my spouse
currently equals or exceeds $1.000.000;
_____ I am an individual who had individual income in excess of $200.000 in each
of the two most recent years or joint income with my spouse in excess of
$300.000 in each of the two most recent years. and I have a reasonable
expectation of reaching the same income level in the current year:
9. I understand that the Company is represented by legal counsel and that this
Agreement and all other documents related to the Company that have been
presented to me may have been prepared with the assistance of the Company's
legal counsel, who do not and cannot represent me or my interest in this
transaction.
The Company and the Investor have executed this Agreement to be effective as of
the date first written above.
Xxxxx County Plywood Corporation
A Nevada Corporation
/s/ Xxxx Xxxxxxx
---------------------------
By: Xxxx Xxxxxxx
Secretary
# OF SHARES TOTAL PURCHASE PRICE
1,333,038 shares $1,000 cash and a subscription receivable of $9,000
/s/ Xxxxxxx Xxxxxxxx
---------------------------
Signature
Xxxxxxx Xxxxxxxx
0000 Xxxxxx Xxxxx
Xxxxxxx, XX 00000
