Exchange And Subscription Agreement Aug. 27, 1999

EXCHANGE AND SUBSCRIPTION AGREEMENT


THIS EXCHANGE AND SUBSCRIPTION AGREEMENT (this "Agreement") is made as of August 27, 1999, by and among Trivest Furniture Corporation, a Florida corporation (the "Company," which term shall refer to WinsLoew Furniture, Inc., a Florida corporation ("WinsLoew"), upon the consummation of the merger of Trivest Furniture Corporation with and into WinsLoew), and the investors identified on the schedule attached hereto (collectively, the "Investors," and each individually, an "Investor").


PRELIMINARY STATEMENTS:


A. Certain of the Investors desire to exchange certain shares of WinsLoew's common stock, $.01 par value per share ("WinsLoew Common Stock"), held by them for shares of the Company's common stock, $.01 par value per share ("Company Common Stock"), on the terms and subject to the conditions set forth in this Agreement.


B. Certain of the Investors desire to purchase shares of Company Common Stock in exchange for cash in the amount of $100 per share on the terms and subject to the conditions set forth in this Agreement.


C. The Company desires to issue the Company Common Stock to the Investors.


D. The Company and the Investors desire to enter into this Agreement setting forth the terms and conditions relating to the acquisition of Company Common Stock by the Investors.


E. Contemporaneously with the execution and delivery of this Agreement, the Company and each Investor are executing and delivering an Investors' Agreement that will restrict the Investors' ability to transfer the Company Common Stock acquired hereunder and create certain other rights and obligations in respect thereof.


F. The transactions contemplated hereby are intended to qualify as a transaction described in Section 351 of the Internal Revenue Code of 1986, as amended.


AGREEMENT:


NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:


1. Exchange of WinsLoew Common Stock. Each Investor whose name appears on Schedule A hereto hereby sells, transfers, conveys, assigns and contributes to the Company that number of shares of WinsLoew Common Stock set forth beside such Investor's name on Schedule A hereto, free and clear of all encumbrances. Each such Investor has heretofore delivered or shall deliver to the Company a certificate or certificates representing the shares of WinsLoew Common Stock transferred by such Investor to the Company hereunder, duly endorsed in blank or accompanied by stock powers duly executed in blank, in form and substance satisfactory to the Company to effect such transfer. In exchange for the shares of WinsLoew Common Stock transferred to the Company hereunder, the Company shall issue and deliver to each such Investor a certificate or certificates for


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the number of shares of Company Common Stock set forth beside such Investor's name on Schedule A hereto, which shares shall be validly issued, fully paid and nonassessable.


2. Purchase of Company Common Stock. Each Investor whose name appears on Schedule B hereto hereby subscribes for and agrees to purchase, concurrently with the execution and delivery of this Agreement by such Investor, and the Company hereby agrees to issue and sell to such Investor, the number of shares of Company Common Stock set forth beside such Investor's name on Schedule B hereto, for the aggregate purchase price set forth on Schedule B (the "Subscription Price"). Each such Investor has heretofore delivered or shall deliver to the Company immediately available funds in an amount equal to the Subscription Price for such shares. In exchange for payment of the Subscription Price hereunder, the Company shall issue and deliver to each such Investor a certificate or certificates for the number of shares of Company Common Stock set forth beside such Investor's name on Schedule B hereto, which shares shall be validly issued, fully paid and nonassessable.


3. Representations and Warranties.


(a) Representations and Warranties of the Company. The Company hereby represents and warrants to the Investors as follows:


(i) Organization, Power and Authority. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida. The Company has full corporate power and authority to carry on the business in which it is engaged and to own and use the property owned and used by it.


(ii) Authorization of Transaction. The Company has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its terms.


(iii) Capitalization. The authorized capital stock of the Company consists of 1,000,000 shares of Company Common Stock, none of which are outstanding prior to the exchange, purchase and sale of the shares of Company Common Stock provided for herein. Upon the consummation of the transactions contemplated by Sections 1 and 2 above, the shares of Company Common Stock acquired by each Investor pursuant to the provisions of this Agreement will be duly authorized, validly issued, fully paid and nonassessable.


(b) Representations and Warranties of Investors. Each Investor, severally and not jointly, hereby represents and warrants to the Company with respect to such Investor and its exchange or purchase of shares of Company Common Stock as follows:


(i) Residence. If the Investor is a natural person, the Investor a resident of, and received this Agreement and first learned of the offer and sale of the shares of Company Common Stock contemplated hereby in, the State set forth opposite the name of such Investor under the heading "State" on Schedule A or Schedule B attached hereto, as the case may be. The Investor intends that the laws of such State govern the acquisition of such shares by the Investor. If the Investor is a limited partnership, the Investor is organized under and governed by the laws of, and it's principal place of


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business is located in, the State set forth opposite the name of such Investor under the heading "State" on Schedule A or Schedule B attached hereto, as the case may be.


(ii) Capacity; Authorization; Valid and Binding Obligation. If the Investor is a natural person, the Investor has full capacity to execute and deliver this Agreement and to perform the Investor's obligations hereunder. If the Investor is a limited partnership, the Investor has full partnership or other power and authority to enter into and perform this Agreement in accordance with its terms. This Agreement constitutes the valid and legally binding obligation of the Investor enforceable against the Investor in accordance with its terms.


(iii) Ownership of WinsLoew Common Stock. If the Investor is exchanging WinsLoew Common Stock for Company Common Stock, such Investor is the lawful owner, of record and beneficially, of the shares of WinsLoew Common Stock owned by such Investor (which are those shares of WinsLoew Common Stock listed beside such Investor's name on Schedule A hereto) and has good title to such shares, free and clear of any and all encumbrances. Such Investor has transferred and conveyed, and the Company has acquired, good title to those shares of WinsLoew Common Stock listed beside such Investor's name on Schedule A hereto, free and clear of any and all encumbrances.


(iv) Acquisition for Investment; Accredited Investor Status; Sophistication. It is the present intention of ...