SERIES A COMMON STOCK PURCHASE WARRANT PANELTECH INTERNATIONAL HOLDINGS, INC.Charleston Basics Inc • December 30th, 2009 • 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).
AGREEMENT AND PLAN OF MERGER BY AND AMONG CHARLESTON BASICS, INC., PANELTECH PRODUCTS, INC. AND PANELTECH INTERNATIONAL, L.L.C. DECEMBER 23, 2009Agreement and Plan of Merger • 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.”
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”).
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
