Henry County Plywood Corporation: Exhibit 4.3 - Prepared by TNT
Filings Inc.




  


Exhibit
4.3





CONVERTIBLE
PROMISSORY NOTE

DUE MARCH 31, 2009


	
 

	
 


	
$250,000

	
January 15, 2009





          FOR
VALUE RECEIVED, Henry County Plywood Corporation, a Nevada corporation (the “Maker”),
hereby promises to pay to ______________ (the “Holder”) the principal sum of
Two Hundred Fifty Thousand Dollars ($250,000), at a simple interest rate as set
forth below. The Maker further agrees to pay all costs of collection, including
reasonable attorneys’ fees, incurred by the Payee or by any other holder of
this Promissory Note (this “Note”) in any action to collect this Note, whether
or not suit is brought. Principal and accrued interest shall be payable on or
before the earlier of (i) the date on which the Maker consummates a financing
transaction with gross proceeds of at least $2,000,000 or (ii) March 31, 2009 (the
“Maturity Date”). 


          This
Note has been issued and sold pursuant to the terms of a share exchange
agreement dated as of the date hereof (the “Exchange Agreement”), and
shall be governed by the terms of such Exchange Agreement. Unless otherwise
separately defined herein, all capitalized terms used in this Note shall have
the same meaning as is set forth in the Exchange Agreement. 


          The
following terms shall apply to this Note:


ARTICLE
I

GENERAL PROVISIONS


          1.1      Payments.
Except as otherwise provided for in Sections 1.3 and 1.4 hereof, the entire
unpaid principal amount due under this Note (the “Principal”) and accrued but unpaid interest (the “Interest”)
due under this Note shall
be due and payable in lawful money of the United States of America in
immediately available funds to the Holder on or before the Maturity Date. All
payments in respect of the indebtedness evidenced hereby shall be applied in
the following order: to accrued Interest, Principal, and charges and expenses
owing under or in connection with this Note.  


          1.2      Interest.
Interest shall accrue on the outstanding principal balance hereof at an annual
rate equal to short term applicable federal rate as published by the
United States Internal Revenue Service for avoidance of imputed interest from the date hereof. Interest shall
be calculated on the basis of a 360-day year and the actual number of days
elapsed, to the extent permitted by applicable law. Interest hereunder will be
paid to the Holder or its assignee in whose name this Note is registered on the
records of the Maker regarding registration and transfers of Notes (the “Note
Register”). 


          1.3      Security.
In order to secure its obligations hereunder, the Maker hereby agrees to the
following:


                    (a)
If all amounts due hereunder are not repaid by the Maturity Date, the
Holder shall have the option to either (i) extend the Maturity Date to such
date that is three (3) months from the Maturity Date (the “First Extended Maturity Date”) and increase
the principal amount due hereunder to $375,000 (the “First Adjusted Principal Amount”), or (ii) convert this Note
into such number of shares of the Maker’s common stock to the Holder such that,
following such issuance, the Holder, together with shareholders owning fifty
percent (50%) of the outstanding capital stock of the Maker prior to the
consummation of the Exchange





Agreement, with the exception of shares held by ________________,
will own, in the aggregate, 24.5% of the issued and outstanding capital stock
of the Maker. If the Holder converts this Note in accordance with this Section
1.3(a), the Holder hereby agrees that the Maker shall have the right to
repurchase, within six (6) months from the date of such conversion, all of the
shares issued to the Holder pursuant to this Section 1.3(a) for $412,500 (the “First Repurchase Price”). If any part
of
the original Principal amount has been repaid by the original Maturity Date,
then the First Adjusted Principal Amount, the percentage of outstanding shares
of the Company issuable upon conversion of this note, and the First Repurchase Price
shall be reduced proportionally.


                    (b)
If all amounts due hereunder are not repaid by the First Extended Maturity
Date, the Holder shall have the option to either (i) extend the First Extended
Maturity Date to such date that is three (3) months from the First Extended
Maturity Date (the “Second Extended Maturity
Date”) and increase the principal amount due hereunder to $500,000
(the “Second Adjusted Principal Amount”),
or (ii) convert this Note into such number of shares of the Maker’s common
stock to the Holder such that, following such issuance, the Holder, together
with shareholders owning fifty percent (50%) of the outstanding capital stock of
the Maker prior to the consummation of the Exchange Agreement, with the
exception of shares held by ________________, will own, in the aggregate, 24.5%
of the issued and outstanding capital stock of the Maker. If the Holder
converts this Note in accordance with this Section 1.3(b), the Holder hereby
agrees that the Maker shall have the right to repurchase, within six (6) months
from the date of such conversion, all of the shares issued to the Holder
pursuant to this Section 1.3(b) for $550,000 (the “Second Repurchase Price”). If any part of the First Adjusted
Principal Amount has been repaid by the First Extended Maturity Date, then the
Second Adjusted Principal Amount, the percentage of outstanding shares of the
Company issuable upon conversion of this note, and the Second Repurchase Price
shall be reduced proportionally.


                    (c)
In the event that (i) the Holder converts this Note into shares of the Maker’s
common stock in accordance with either Section 1.3(a) or (b) hereof, and (ii)
the Maker does not repurchase such shares issued to the Holder upon conversion
in accordance with either Section 1.3(a) or (b) hereof, the Holder shall have
the right to demand that the Maker file a registration statement on Form S-1
(the “Registration Statement”)
with the Securities and Exchange Commission (the “Commission”) covering the resale of all shares of the Maker’s
common stock then held by the Holder (the “Registrable
Securities”); provided, however, if the Maker receives comments from
the Commission and, following discussion with and responses to the Commission
in which the Maker uses its reasonable best efforts and time to cause as many
Registrable Securities to be covered by the Registration Statement without
characterizing the Holder as an underwriter, the Maker is unable to cause the
inclusion of all Registrable Securities in the Registration Statement pursuant
to Rule 415 of the Securities Act of 1933, as amended (the “Act”), then the Maker shall remove such
Registrable Securities as required to allow the Registration Statement to be
declared effected (the “Cut-back Shares”);
provided further, that at such time as the Maker is able to effect the
registration of the Cut-back Shares in accordance with the rules and
regulations of the Commission, the Maker will be required to file with and cause
to be declared effective by the Commission such additional Registration
Statements as required to ultimately cause to be covered by effective
Registration Statements all Registrable Securities. Notwithstanding the
foregoing, the Maker shall not be required to file a Registration Statement, or
maintain the effectiveness of any Registration Statement, which registers the
Registrable Securities, or any portion thereof, for resale if such Registrable
Securities may be freely sold, without volume limitations, pursuant to Rule 144
of the Act.


          1.4      Holdback
and Setoff. Notwithstanding anything to the contrary contained herein, the
Principal is subject to setoff and holdback rights to secure the
indemnification obligations of the Holder under that certain Indemnification
Agreement, dated January 15, 2009, among the Maker, the Holder, Organic
Region Group Limited (“Organic Region”),
and subsidiaries and shareholders of Organic Region party thereto. If, prior to the Maturity Date, the
Maker receives notice of a claim described in Section 1 of the Indemnification


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Agreement (a “Claim”) and Maker is required to use
funds to defend against any such Claim, the Principal shall be reduced by such
corresponding amount. So long as any Claim remains unresolved against the
Maker, no further interest will accrue hereunder with regard to such portion of
the Principal that is equal to the amount of such Claim (the “Setoff Amount”). Furthermore, if any
such Claim remains unresolved at the Maturity Date, the Maturity Date
shall be automatically extended with respect to the Setoff Amount, to ten
(10) business days following the date on which such Claim is resolved (the
“Extended Maturity Date”);
provided, however, that in the even that the Maker incurs any damages in connection
with such Claim, any funds due and payable hereunder at the
Extended Maturity Date shall be reduced by the amount of such damages to Maker.


          This
Note is subject to the following additional provisions:


ARTICLE
II

EVENTS OF DEFAULT



                    An
“Event of Default,” wherever used
herein, means any one of the following events (whatever the reason and whether
it shall be voluntary or involuntary or effected by operation of law or
pursuant to any judgment, decree or order of any court, or any order, rule or
regulation of any administrative or governmental body): 


                    2.1      Failure
to Pay Principal or Interest. The Maker fails to pay all amounts due
hereunder on or before the Maturity Date.


                    2.2      Bankruptcy.
Bankruptcy, insolvency, reorganization or liquidation proceedings or other
proceedings or relief under any bankruptcy law or any law, or the issuance of
any notice in relation to such event, for the relief of debtors shall be
instituted by or against the Maker and if instituted against Maker are not
dismissed within thirty (30) days of initiation.


                    During
the time that any portion of this Note is outstanding, if any Event of Default
has occurred, the full principal amount of this Note, together with interest
and other amounts owing in respect hereof, to the date of acceleration shall
become, at the Holder’s election, immediately due and payable in cash. The
Holder need not provide and the Maker hereby waives any presentment, demand,
protest or other notice of any kind, and the Holder may immediately and without
expiration of any grace period enforce any and all of its rights and remedies
hereunder and all other remedies available to it under applicable law. Such
declaration may be rescinded and annulled by Holder at any time prior to
payment hereunder. No such rescission or annulment shall affect any subsequent
Event of Default or impair any right consequent thereon. 


ARTICLE III

MISCELLANEOUS


                   3.1      Failure
or Indulgence Not Waiver. No failure or delay on the part of Holder hereof
in the exercise of any power, right or privilege hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such power,
right or privilege preclude other or further exercise thereof or of any other
right, power or privilege. All rights and remedies existing hereunder are
cumulative to, and not exclusive of, any rights or remedies otherwise
available.


                    3.2      Notices.
All notices, demands, requests, consents, approvals, and other communications
required or permitted hereunder shall be in writing and, unless otherwise
specified herein, shall be (i) personally served, (ii) deposited in the mail,
registered or certified, return receipt requested, postage


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prepaid, (iii)
delivered by reputable air courier service with charges prepaid, or (iv) transmitted
by hand delivery, telegram, or facsimile, addressed as set forth below or to
such other address as such party shall have specified most recently by written
notice. Any notice or other communication required or permitted to be given
hereunder shall be deemed effective (a) upon hand delivery or delivery by
facsimile, with accurate confirmation generated by the transmitting facsimile
machine, at the address or number designated below (if delivered on a business
day during normal business hours where such notice is to be received), or the
first business day following such delivery (if delivered other than on a
business day during normal business hours where such notice is to be received)
or (b) on the second business day following the date of mailing by express
courier service, fully prepaid, addressed to such address, or upon actual
receipt of such mailing, whichever shall first occur. The addresses for such
communications shall be: (i) if to the Maker: 6F No.947, Qiao Xing Road, Shi
Qiao Town, Pan Yu District, Guangzhou, China, Attention Anson Ming, Facsimile:
+86 20-84890227, and (ii) if to the Holder, to 5353 Manhattan Circle, Suite
101, Boulder, Colorado 80303, Facsimile: +1 303-499-6666.


                    3.3      Amendment
Provision. The term “Note” and all reference thereto, as used throughout
this instrument, shall mean this instrument as originally executed, or if later
amended or supplemented, then as so amended or supplemented.


                    3.4      Assignability.
This Note shall be binding upon the Maker and its successors and assigns, and
shall inure to the benefit of the Holder and its successors and assigns.


                    3.5      Governing
Law. This Note shall be governed by and construed in accordance with the
laws of the State of New York. Any action brought by either party against the
other concerning the transactions contemplated by this Agreement shall be
brought only in the state courts of New York or in the federal courts located
in the state of New York. Both parties and the individual signing this Note on
behalf of the Maker agree to submit to the jurisdiction of such courts. The
prevailing party shall be entitled to recover from the other party its
reasonable attorney’s fees and costs.


                    3.6      Waiver
of Jury Trial. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVE THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
AGREEMENT OR ANY TRANSACTION DOCUMENT OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS
PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES’ ACCEPTANCE OF THIS
AGREEMENT. 


                  
 3.7      Severability.
In the event that any one or more of the provisions of this Note shall
for any reason be held to be invalid, illegal or unenforceable, in whole or in
part, or in any respect, or in the event that any one or more of the provisions
of this Note shall operate, or would prospectively operate, to invalidate this
Note, then, and in any such event, such provision or provisions only shall be
deemed null and void and of no force or effect and shall not affect any other
provision of this Note, and the remaining provisions of this Note shall remain
operative and in full force and effect, shall be valid, legal and enforceable,
and shall in no way be affected, prejudiced or disturbed thereby.


                    3.8      Maximum
Payments. All agreements between the Maker and the Holder are hereby
expressly limited so that in no event whatsoever, whether by reason of
deferment in accordance with this Note or under any agreement or by virtue of
the Maturity of the Note or the occurrence of an Event of Default, or
otherwise, shall the amount paid or agreed to be paid to the Holder hereunder
or to compensate Holder for


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damages to be suffered by reason of a late payment
hereof, exceed the maximum permissible under applicable law. If enforcement of
any provision hereof at the time performance of such provision shall be due,
shall exceed the limit of validity prescribed by law, the relevant obligations
to be fulfilled shall be deemed reduced to the limit of such validity. This
provision shall never be superseded or waived and shall control every other
provision of all agreements between the Maker and the Holder.


[Signature Page Follows]


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          IN WITNESS WHEREOF, Maker has caused this Note to
be
signed in its name by an authorized officer as of the 15th day of January,
2009.


	
 

	
 

	
 

	
 


	
 

	
HENRY COUNTY PLYWOOD CORPORATION


	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	 

	
 


	
 

	
Name: Chi Ming Leung

	
 


	
 

	
Title: Chief Executive Officer

	
 




[Signature Page to Promissory Note]