English Translation) EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 21st, 2009 • Henry County Plywood Corp • Blank checks • Hong Kong
This Executive Employment Agreement (“Agreement”) is made effective as of Sept 01, 2007 (“Effective Date”), by and between Organic Region Group Ltd., a BVI corporation (“Company”) and Leung Chi Ming (“Executive”).
English Translation) Wanqingsha Emperor Banana Land Lease Cooperation Development Contract (“Contract”)Banana Land Lease • January 21st, 2009 • Henry County Plywood Corp • Blank checks
English Translation) Luochuan Apple Land Lease and Joint Development ContractHenry County Plywood Corp • January 21st, 2009 • Blank checks
Outsourcer (“Party A”): Apple Association of Kuibai Town, Luochuan County, Shanxi Province (Representative party for the local farms)
REDEMPTION AGREEMENTRedemption Agreement • January 21st, 2009 • Henry County Plywood Corp • Blank checks • Nevada
REDEMPTION AGREEMENT, dated as of January 15, 2009 (this “Agreement”), between Henry County Plywood Corporation., a Nevada corporation (the “Company”), Michael Friess (“Friess”) and Sanford Schwartz (“Schwartz” and collectively with Friess, the “Redeeming Parties”).
SHARE EXCHANGE AGREEMENT by and among HENRY COUNTY PLYWOOD CORPORATION ORGANIC REGION GROUP LTD. THE ORGANIC REGION SUBSIDIARIES (as defined herein) and THE ORGANIC REGION SHAREHOLDERS (as defined herein) Dated as of January 15, 2009Share Exchange Agreement • January 21st, 2009 • Henry County Plywood Corp • Blank checks • Nevada
This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of January 15, 2009, is by and among Henry County Plywood Corporation, a Nevada corporation (“HCP”); Organic Region Group Limited, a British Virgin Islands company (“Organic Region”); Fuji Sunrise International Enterprises Limited, a British Virgin Islands company (“Fuji Sunrise”), Southern International Develop Limited, a British Virgin Islands company (“Southern International”), HK Organic Region Limited, a Hong Kong company (“HK Organic”), Zhuhai Organic Region Modern Agriculture Ltd., a PRC company (“Zhuhai Organic”) and Guangzhou Organic Region Agriculture Ltd., a PRC company (“Guangzhou Organic,” and together with Fuji Sunrise, Southern International, HK Organic and Zhuhai Organic, the “Organic Region Subsidiaries”); and the shareholder(s) of Organic Region listed on Annex B hereto (the “Shareholders”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively, as the “Parties.
English Summary) Consulting Services AgreementConsulting Services Agreement • January 21st, 2009 • Henry County Plywood Corp • Blank checks
The Consulting Services Agreement is entered into as of January 1, 2005 between Organic Region Group Limited, a limited company incorporated under the laws of British Virgin Island, which has the expertise in the business of fruit planting and trading (the “Party A”) and Mr. Luo Xiong (the “Party B”), an individual in Guangzhou, China, who is engaged in the fruit plant and trade business.
English Translation) Guangxi Tangerine Land Lease Cooperation Development Contract (“Contract”)Guangxi Tangerine Land Lease • January 21st, 2009 • Henry County Plywood Corp • Blank checks
ContractPurchase Common Stock • January 21st, 2009 • Henry County Plywood Corp • Blank checks
NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
English Translation) TRANSFER AGREEMENT OF PATENT APPLICATION RIGHTTransfer Agreement • January 21st, 2009 • Henry County Plywood Corp • Blank checks
Based on the voluntary principle, Party A hereby transfers to Party B the patent application right to the invention with the name of Method and Equipment for Cleaning, Sterilizing and Retaining Freshness of the Fruits and Vegetables (Patent Application Number: CN200510088865).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 21st, 2009 • Henry County Plywood Corp • Blank checks • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of April 23, 2008, among ORGANIC REGION GROUP LTD., a company organized under the laws of Hong Kong (together with its successors and assigns, the “Company”), and the investors identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 21st, 2009 • Henry County Plywood Corp • Blank checks
This Indemnification Agreement (this “Agreement”), dated as of January 15, 2009, is executed by Michael Friess and Sanford Schwartz (collectively, the “Indemnitors”) in favor of Henry County Plywood Corporation, a Nevada corporation (“HCP”), Organic Region Group Limited, a British Virgin Islands company (“Organic Region”); Fuji Sunrise International Enterprises Limited, a British Virgin Islands company (“Fuji Sunrise”), Southern International Develop Limited, a British Virgin Islands company (“Southern International”), HK Organic Region Limited, a Hong Kong company (“HK Organic”), Zhuhai Organic Region Modern Agriculture Ltd., a PRC company (“Zhuhai Organic”) and Guangzhou Organic Region Agriculture Ltd., a PRC company (“Guangzhou Organic,” and together with Organic Region, Fuji Sunrise, Southern International, HK Organic and Zhuhai Organic, the “Organic Region Companies”), and the Shareholders of Organic Region listed on Annex A hereto (the “Shareholders”).
English Translation) Wanqingsha Emperor Banana Land Lease Cooperation Development Contract (“Contract”)Henry County Plywood Corp • January 21st, 2009 • Blank checks
English Translation) Supplementary Agreement to Premises Lease AgreementSupplementary Agreement • January 21st, 2009 • Henry County Plywood Corp • Blank checks
After full negotiation, the Parties have agreed on the following terms which shall have equal binding legal effect as the Lease Agreement:
English Translation) Guangzhou City Panyu District Premises Lease ContractHenry County Plywood Corp • January 21st, 2009 • Blank checks
English Translation) Luochuan Apple Land Lease Cooperation Development Contract (“Contract”)Luochuan Apple Land Lease • January 21st, 2009 • Henry County Plywood Corp • Blank checks
HENRY COUNTY PLYWOOD CORPORATION REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 21st, 2009 • Henry County Plywood Corp • Blank checks • New York
REGISTRATION RIGHTS AGREEMENT, dated as of January 15, 2009, between HENRY COUNTY PLYWOOD CORPORATION, a Nevada corporation (the “Company”), Michael Friess and Sanford Schwartz (collectively, the “Shareholders”).
