Document G54DLw4pDEmQwLVJz0RMEb35v

Gctokor 6, 1967 Mr. A. G. " oodo, Secrotary Imprlkl Cberaical ladutrlit Limited Imperial Chemical Hnm Mlttbaak, Uatea, ?. V. 1 Eoglaad Doar Mr. * od*j Eatltt4 plttit Had a eartiflad copy of cortaia r*hitlo t4*ptd by tW Board of Oiractora of Fiber Udoitrloi, oa Octobor 4, 1947 ratWrliUi Ika Prcridait of tka for to otter late SokicHpdoa Agroomoot witk tbo two Stock vktrokf tbo Ctockboldora will nkiertko totbe porebane aggregate of l,4M|Mt 44fttioaftl abate* of tbo Cosmot "tee of r.LL prooootly aatberised bot maUaaed. 1 ftai ftloo eaadoeiag tbroo eopio* of tbo ^mbecriptlea Agreemeat froporod la tocordaKo with tbo rantetioM. v ill yoa please arraage for tbo naottloa of two coplea of tbo Agroemeat oa bobftlf of Imperial Cbeadcal ladtatrioa Llateted tad tboir retara to tbo tadoraifatd. X will aoboegoeatty forward eee folly oxacttad copy for yoor file. JB/rwr EMloatfoa B.c.c. Mr. R. E. Clrifttoabory Mr. James f>. HU1 J. Broaosa Secretary HNA 27054 .c j-uc^ix uil/uo 1 i\ j_n-o, unu. SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT, dated this day of October, 1967, between FIBER INDUSTRIES, INC. , a Delaware corporation (herein called "Fiber"), party of the first part, and CELANESE CORPORATION, a Delaware corporation (herein called "Celanese") and IMPERIAL CHEMICAL INDUSTRIES LIMITED, a British corporation (herein called "Imperial"), parties of the second part. WHEREAS, Celanese and Imperial own, respectively 1,875, 000 full paid and nonassessable shares of Com par value of $10 each, being all of the authorized shares w r iucr ewtn now issued and outstanding; and WHEREAS, Fiber has available for issue 1,400,000 authorized but unissued shares of Common Stock of the par value of $10 each; and WHEREAS, Celanese and Imperial wish to subscribe to additional authorized but unissued shares of Common Stock of Fiber, NOW, THEREFORE, the undersigned, in consideration of the mutual agree ments hereinafter contained, hereby severally agree, each with the other, as follows; 1. Celanese hereby subscribes at par, and agrees to pay for in United States dollars, 875, 000 shares of the Common Stock of Fiber of the par value of $10 each. 2. Imperial hereby subscribes at par, and agrees to pay for in United States dollars, 525,000 shares of the Common Stock of Fiber of the par value of $10 each. HNA 27056 JT'- x-v. '* - ' '.. .'-. ,- IfA S -v - ' >. FIBER INDUSTRIES, INC. Directors' Resolution ' JT\ <P> '* I, 'James Brennan Secretary of Foe*. Industries, Inc., Hereby Certify that the following is a true and correct copy of resolution() adopt- ed by the Board of Directors of Fiber Industries, Inc. at a meeting duly held on October 4 , 19 67 , at which a quorum was present and acting. Dated: October 6 , 1967 2-f *- *- >-1- Seacretary RESOLVED, that the President of this Corporation be and he is hereby authorized to enter into a Subscription Agreement with the two Stockholders of the Corporation, in substantially the form attached hereto, whereby the Stockholders will subscribe to an aggregate of 1,400,000 additional shares of Common Stock of the Corporation presently authorized but unissued, said subscriptions to be at par and otherwise in accordance with said Subscription Agreement, and RESOLVED,, that the Secretary of the Corporation be and is hereby authorized and directed to make calls on each subscriber pursuant to said Subscription Agreements, for the sale to each of them of full paid shares of the Corporation, and FURTHER RESOLVED, that upon payment pursuant to the afore said calls, the Officers of the Corporation be and are hereby authorized to issue full paid and nonassessable shares of the Corpo ration an<Lto execute and deliver Certificates for said shares to the srs. HNA 27055 3. Each of the parties of the second part hereby severally agrees to make payment or payments for all or any of the aforesaid shares of Common Stock to the Treasurer of Fiber, on demand, at such time or times and in 6uch amounts as authorized by the Board of Directors of Fiber or its designee. 4. The party of the first part hereby agrees to accept the aforesaid subscriptions; that calls for payment upon the parties of the second part shall be made proportional to their present holding of the Common Stock of Fiber; and that the preemptive rights of the parties of the second part, as set forth in the amended Certificate of Incorporation of Fiber, shall in all re spects be observed in the allotment and issuance of the shares,,hereinbefore subscribed. IN WITNESS WHEREOF, each of the parties has iisT&greement. FIBER INDUSTRIES, INC. Attest; ByPresident Secretary The Common Seal of IMPERIAL CHEMICAL INDUSTRIES LIMITED was hereunto affixed in the presence of; Director Secretary CELANESE CORPORATION Attest: Secretary HNA 27057