Henry County Plywood Corporation: Exhibit 4.2 - Prepared by TNT
Filings Inc.




  


Exhibit
4.2





REDEMPTION
AGREEMENT


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”).  


BACKGROUND


The Company desires to redeem an aggregate of
1,666,298 shares (the “Shares”)
from Friess and Schwartz in exchange for an aggregate payment of Five Hundred
Thousand Dollars ($500,000) payable by delivery of a promissory note, to be
dated as of the date hereof, by the Company in favor of each of Friess and
Schwartz in the form of Exhibits A and B, respectively, hereto (the “Notes”). Friess and Schwartz have each
indicated to the Company that they are willing to allow the Company to redeem
the Shares from in exchange for the Notes. The portion of the Shares to be
redeemed from Friess is 833,149 shares, with the remaining 833,149 shares being
redeemed from Schwartz.


NOW,
THEREFORE, in consideration of the mutual covenants and
promises contained herein and for good and valuable consideration, the receipt
and adequacy of which is hereby acknowledged, the parties hereto agree as
follows:


	
 

	
 


	
1.

	
REDEMPTION OF SHARES; REDEMPTION
 ISSUANCE; CONSIDERATION





1.1      Redemption
of Shares; Redemption Issuance; Consideration. The Company shall redeem the
Shares from the Redeeming Parties and the Redeeming Parties shall tender the
Shares to the Company for redemption in consideration for the issuance by the
Company of the Notes (the “Redemption Issuance”). At the Closing (as defined
below), the Company shall effect the Redemption Issuance by delivering the
Notes to the Redeeming Parties.  


	
 

	
 


	
2.

	
THE CLOSING AND CLOSING DELIVERIES





2.1      Closing.
The closing (the “Closing”) of the
transactions contemplated by this Agreement shall take place on January 15,
2009 (the “Closing Date”) at such
place and at such time as the parties may mutually agree.


2.2      Deliveries.
At the Closing, the Redeeming Parties shall deliver to the Company their
respective certificates representing the Shares accompanied by an executed
stock transfer power duly endorsed in blank with signature guaranteed and such
other documents as may be necessary to effect the transfer of the Shares to the
Company free and clear of all liens, claims, charges, security interests, and
encumbrances of any kind whatsoever against delivery to the Redeeming Parties
of the Notes as specified in Section 1.1 hereof. Each party shall certify and
reaffirm their representations and warranties to each other as set forth herein
as of the Closing by delivering to the other party a certificate to such
effect.


	
 

	
 


	
3.

	
REPRESENTATIONS AND WARRANTIES OF
 THE COMPANY





The Company hereby represents and warrants to the
Redeeming Parties as of the date hereof as follows:





3.1      Organization,
Standing, etc. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Nevada and has all
requisite power and authority to own, lease and operate its properties, to
carry on its business as now conducted and now proposed to be conducted, to
execute, deliver and enter into this Agreement and to perform and carry out the
terms of this Agreement.


3.2      Authorization
and Binding Effect. The execution and delivery of this Agreement and the
performance of the transactions contemplated hereby have been duly authorized
by all necessary corporate action of the Company. This Agreement constitutes
the legal, valid and binding obligations of the Company, enforceable against
the Company in accordance with its terms, except as limited by bankruptcy and
other laws relating to creditors rights and subject to limitations on the
availability of equitable remedies.


	
 

	
 


	
4.

	
REPRESENTATIONS AND WARRANTIES OF
 THE REDEEMING PARTIES





The Redeeming Parties hereby jointly and severally
represent and warrant to the Company as of the date hereof (and the Redeeming
Parties shall certify to the Company as of the Closing) as follows:


4.1      Shares.
The Redeeming Parties are the owners of their respective portions of the
Shares, and upon delivery of the Shares to the Company in accordance with this
Agreement, such Shares will be free of any encumbrance, lien, claims, charge,
and security interest or other interest of any kind whatsoever, and the Company
shall be the sole lawful owner of the Shares. Except for this Agreement, no
person has any option or right to purchase or otherwise acquire the Shares,
whether by contract of sale or otherwise, nor is there a “short position” as to
the Shares. 


4.2      Authorization
and Binding Effect. The execution and delivery of this Agreement and the
performance of the transactions contemplated hereby are duly authorized
(corporate or otherwise). This Agreement constitutes the legal, valid and
binding obligations of the Redeeming Parties, enforceable against each of the
Redeeming Parties in accordance with its terms, except as limited by bankruptcy
and other laws relating to creditors rights and subject to limitations on the
availability of equitable remedies.


	
 

	
 


	
5.

	
MISCELLANEOUS





5.1      Amendment
and Waiver. Any term, covenant, agreement or condition of this Agreement
may be amended, with the written consent of the Company, Friess and Schwartz,
or compliance therewith may be waived (either generally or in a particular
instance and either retroactively or prospectively), by one or more
substantially concurrent written instruments signed by the Company, Friess and
Schwartz.


5.2      Notices.
Any notice, demand or other communication to be given hereunder by any party to
the other shall be in writing and shall be mailed by certified mail, return
receipt requested, or delivered against receipt to the party to whom it is to
be given to the address of such party as set forth in the preamble to this Agreement
(or to such other address as the party shall have furnished in accordance with
the provisions of this Section 6.2). Any notice or other communication given by
certified mail shall be deemed given at the time of certification thereof,
except for a notice changing a party’s address which shall be deemed given at
the time of receipt thereof.


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5.3      Survival of
Agreements, Representations and Warranties, etc. All representations and
warranties contained herein shall survive the execution and delivery of this
Agreement.


5.4      Successors
and Assigns. This Agreement shall bind and inure to the benefit of and be
enforceable by the Company, Friess, Schwartz, successors to the Company, Friess
and Schwartz, and the assigns of Friess and Schwartz.


5.5      Governing
Law. This Agreement (including the validity thereof and the rights and
obligations of the parties hereunder and thereunder) and all amendments and
supplements hereof and thereof and all waivers and consents hereunder and
thereunder shall be construed in accordance with and governed by the internal
laws of the State of Nevada without regard to its conflict of laws rules.


5.6      Expenses.
Each party shall bear its own costs and expenses (including legal fees and
expenses) incurred in connection with this Agreement and all of the
transactions contemplated hereby and thereby.


5.7      Specific
Performance. Each of the parties hereto acknowledges and agrees that the
breach of this Agreement would cause irreparable damage to the other parties hereto
and that the other parties hereto will not have an adequate remedy at law.
Therefore, the obligations of each of the parties hereto under this Agreement
shall be enforceable by a decree of specific performance issued by any court of
competent jurisdiction, and appropriate injunctive relief may be applied for
and granted in connection therewith. Such remedies, however, shall be
cumulative and not exclusive and shall be in addition to any other remedies
which any party may have under this Agreement or otherwise. 


5.8      Miscellaneous.
This Agreement embodies the entire agreement and understanding between Friess,
Schwartz and the Company and supersedes all prior agreements and understandings
relating to the subject matter hereof. In case any provision of this Agreement
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby. This Agreement may be executed in any number of counterparts
and by the parties hereto on separate counterparts but all such counterparts
shall together constitute but one and the same instrument. This Agreement may
be reproduced by any electronic, photographic, photostatic, magnetic,
microfilm, microfiche, micro-card, miniature photographic, facsimile or other
similar process and the original thereof may be destroyed. The parties agree
that any such reproduction shall, to the extent permitted by law, be as
admissible in evidence as the original itself in any judicial or administrative
proceeding (whether or not the original is in existence and whether or not the
reproduction was made in the regular course of business) and that any
enlargement, facsimile or further reproduction shall likewise be admissible in
evidence. Facsimile execution and delivery of this Agreement is legal, valid
and binding execution and delivery for all purposes.


[signature page follows]


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IN
WITNESS WHEREOF, the parties hereto have executed this
Redemption Agreement as of the date first set forth above. 


	
 

	
 

	
 

	
 


	
 

	
HENRY COUNTY PLYWOOD CORPORATION


	
 

	
 

	
 

	
 


	
 

	
By:

	
/s/ Chi Ming Leung

	
 


	
 

	
 

	 

	
 


	
 

	
Name: Chi Ming Leung


	
 

	
Title: Chief Executive Officer


	
 

	
 

	
 

	
 


	
 

	
/s/ Michael Friess

	
 


	
 

	 

	
 


	
 

	
Michael Friess

	
 


	
 

	
 

	
 

	
 


	
 

	
/s/ Sanford Schwartz

	
 


	
 

	 

	
 


	
 

	
Sanford Schwartz

	
 





[Signature Page to Redemption Agreement]