Henry County Plywood Corporation: Exhibit 4.1 - Prepared by TNT
Filings Inc.




  


Exhibit
4.1





HENRY
COUNTY PLYWOOD CORPORATION


REGISTRATION
RIGHTS AGREEMENT


          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”).  


          NOW,
THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the parties hereto agree as follows:


	
 

	
 

	
 


	
 

	
1.

	
Piggyback Registration. 





          (a)
The Company shall give the Shareholders at least 10 days’ prior written notice
of each filing by the Company of a registration statement (other than a
registration statement on Form S-4 or Form S-8 or on any successor forms
thereto) with the Securities Exchange Commission (the “Commission”) pursuant
to which the Company is registering shares of its Common Stock for sale by
itself or others for cash proceeds. If requested by the Shareholders in writing
within 20 days after receipt of any such notice, the Company shall, at the
Company’s sole expense (other than the underwriting discounts, if any, payable
in respect of the Shares sold by the Shareholders), register all or, at the
Shareholders’ option, any portion of the shares of common stock then held by
the Shareholders, including all shares of common stock issuable to the
Shareholders upon the exercise, conversion or exchange of other securities now
held by the Shareholders (the “Shares”), concurrently with the registration of such
other securities, all to the extent requisite to permit the public offering and
sale of the Shares through the securities exchange, if any, on which the Common
Stock is being sold or on the over-the-counter market, and will use its
commercially reasonable efforts through its officers, directors, auditors, and
counsel to cause such registration statement to become effective as promptly as
practicable. If the managing underwriter of any such offering shall determine
and advise the Company that, in its opinion, the distribution of all or a
portion of the Shares requested to be included in the registration concurrently
with the securities being registered by the Company would adversely affect the
distribution of such securities by the Company, then the Company will include
in such registration first, the securities that the Company proposes to sell
itself and second, the Shares requested to be included in such registration, to
the extent permitted by the managing underwriter.


          (b)
In the event of a registration pursuant to the provisions of this Agreement,
the Company shall use its reasonable commercial efforts to cause the Shares so
registered to be registered or qualified for sale under the securities or blue
sky laws of such jurisdictions as the Shareholders may reasonably request;
provided, however, that the Company shall not be required to qualify to do
business in any state by reason of this Section 1(b) in which it is not
otherwise required to qualify to do business. 


          (c)
The Company shall keep effective any registration or qualification contemplated
by this Section 1 and shall from time to time amend or supplement each
applicable registration statement, preliminary prospectus, final prospectus,
application, document and communication until such time as all of the Shares
may be sold without volume restrictions pursuant to Rule 144, in each case as
determined by the counsel to the Company pursuant to a written opinion letter
to such effect, addressed and acceptable to the Company’s transfer agent.





          (d)
In the event of a registration pursuant to the provisions of this Agreement,
the Company shall furnish to the Shareholders such reasonable number of copies
of the registration statement and of each amendment and supplement thereto (in
each case, including all exhibits), of each prospectus contained in such
registration statement and each supplement or amendment thereto (including each
preliminary prospectus), all of which shall conform to the requirements of the
Securities Act and the rules and regulations thereunder, and such other documents,
as the Shareholders may reasonably request to facilitate the disposition of the
Shares included in such registration.


          (e)
The Company shall notify the Shareholders promptly when such registration
statement has become effective or a supplement to any prospectus forming a part
of such registration statement has been filed.


          (f)
The Company shall advise the Shareholders promptly after it shall receive
notice or obtain knowledge of the issuance of any stop order by the Commission
suspending the effectiveness of such registration statement, or the initiation
or threatening of any proceeding for that purpose and promptly use its
reasonable best efforts to prevent the issuance of any stop order or to obtain
its withdrawal if such stop order should be issued. 


          (g)
The Company shall promptly notify the Shareholders at any time when a
prospectus relating thereto is required to be delivered under the Securities
Act of the happening of any event as a result of which the prospectus included
in such registration statement, as then in effect, would include an untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading in
the light of the circumstances then existing, and at the reasonable request of
the Shareholders prepare and furnish to it such number of copies of a
supplement to or an amendment of such prospectus as may be necessary so that,
as thereafter delivered to the purchasers of such Shares or securities, such
prospectus shall not include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances under which
they were made. The Shareholders shall suspend all sales of the Shares upon
receipt of such notice from the Company and shall not re-commence sales until
it receives copies of any necessary amendment or supplement to such prospectus,
which shall be delivered to the Shareholders within 30 days of the date of such
notice from the Company.


          (h)
If requested by the underwriter for any underwritten offering of Shares, the
Company and the Shareholders will enter into an underwriting agreement with
such underwriter for such offering, which shall be reasonably satisfactory in
substance and form to the Company, the Company’s counsel and the Shareholders’
counsel, and the underwriter, and such agreement shall contain such
representations and warranties by the Company and the Shareholders and such
other terms and provisions as are customarily contained in an underwriting
agreement with respect to secondary distributions solely by selling
stockholders, including, without limitation, indemnities substantially to the
effect and to the extent provided in Section 2 of this Agreement.


          (i)
The Company agrees that until all the Shares have been sold under a
registration statement or pursuant to Rule 144 promulgated under the Securities
Act or other available exemption from Securities Act registration requirements,
it shall use its reasonable commercial efforts to keep current in filing all
reports, statements and other materials required to be filed with the
Commission to permit the Shareholders to sell the Shares under Rule 144. 


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          (j)
the Shareholders hereby agrees not to offer, sell, make any short sale of,
loan, grant any option for the purchase of, or otherwise dispose of any of the
Company’s Common Stock held of record or beneficially owned by the Shareholders
(other than those included in the registration) which at the time of the
effective date of such registration statement may be sold or otherwise
transferred in reliance upon Rule 144 during the period of time (not to exceed
180 days) determined by the Board of Directors of the Company upon advice of
its managing underwriter, from and after the effective date of the registration
statement; provided that the obligations of the Shareholders under this Section
1(j) shall not apply unless each officer and director of the Company then
outstanding, in each case, who are not signatories to this Agreement, are bound
by similar restrictions. Such restriction shall not apply to shares registered
in such offering. In order to enforce this provision, the Company may impose
stop-transfer instructions with respect to such Shares until the end of such
period.


          (k)
However, nothing herein shall be construed to prohibit the Shareholders from
reselling all or part of the Shares in a private transaction or transactions
exempt from Securities Act registration under Section 4(1) thereof or
otherwise; provided, however, that any such transferee(s) shall have the same
registration rights and have the same obligations hereunder as the
Shareholders, and that the Shareholders and all such transferees together shall
share any resale limit imposed by an underwriter.


	
 

	
 

	
 


	
 

	
2.

	
Indemnification.





          (a)
Subject to the conditions set forth below, the Company agrees to indemnify and
hold harmless the Shareholders, his employees, agents, and counsel, and each
person, if any, who controls any such person within the meaning of Section 15
of the Securities Act or Section 20(a) of the Securities and Exchange Act of
1934, as amended (the “Exchange
Act”) from and against any and all loss, liability, charge,
claim, damage, and expense whatsoever (which shall include, for all purposes of
this Section 2, but not be limited to, attorneys’ fees and any and all
reasonable expenses whatsoever incurred in investigating, preparing, or
defending against any litigation, commenced or threatened, or any claim
whatsoever, and any and all amounts paid in settlement of any claim or
litigation) as and when incurred, arising out of, based upon, or in connection
with (i) any untrue statement or alleged untrue statement of a material fact
contained (A) in any registration statement, preliminary prospectus, or final
prospectus (as from time to time amended and supplemented) or any amendment or
supplement thereto, relating to the sale of any of the Shares or (B) in any
application or other document or communication (in this Section 2 collectively
called an “application”)
executed by or on behalf of the Company or based upon written information
furnished by or on behalf of the Company filed in any jurisdiction in order to
register or qualify any of the Shares under the securities or blue sky laws
thereof or filed with the Commission or any securities exchange; or any
omission or alleged omission to state a material fact required to be stated
therein or necessary to make the statements made therein not misleading, unless
(x) such statement or omission was made in reliance upon and in conformity with
written information furnished to the Company with respect to the Shareholders
by or on behalf of the Shareholders expressly for inclusion in any registration
statement, preliminary prospectus, or final prospectus, or any amendment or
supplement thereto, or in any application, as the case may be, or (y) such
loss, liability, charge, claim, damage or expense arises out of the
Shareholders’ failure to comply with the terms and provisions of this
Agreement, or (ii) any breach of any representation, warranty, covenant, or
agreement of the Company contained in this Agreement. The foregoing agreement
to indemnify shall be in addition to any liability the Company may otherwise
have, including liabilities arising under this Agreement.


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          If
any action is brought against the Shareholders or any of his employees, agents,
or counsel, or any controlling persons of such person (an “indemnified party”)
in respect of which indemnity may be sought against the Company pursuant to the
foregoing paragraph, such indemnified party or parties shall promptly notify
the Company in writing of the institution of such action (but the failure so to
notify shall not relieve the Company from any liability other than pursuant to
this Section 2(a)) and the Company shall promptly assume the defense of such
action, including the employment of counsel provided that the indemnified party
shall have the right to employ its or their own counsel in any such case, but
the fees and expenses of such counsel shall be at the expense of such
indemnified party or parties unless the employment of such counsel shall have
been authorized in writing by the Company in connection with the defense of
such action or the Company shall not have promptly employed counsel reasonably
satisfactory to such indemnified party or parties to have charge of the defense
of such action or such indemnified party or parties shall have reasonably
concluded that there may be one or more legal defenses available to it or them
or to other indemnified parties which are different from or additional to those
available to the Company, in any of which events such fees and expenses shall
be borne by the Company and the Company shall not have the right to direct the
defense of such action on behalf of the indemnified party or parties. Anything
in this Section 2 to the contrary not withstanding, the Company shall not be liable
for any settlement of any such claim or action effected without its written
consent, which shall not be unreasonably withheld. The Company shall not,
without the prior written consent of each indemnified party that is not
released as described in this sentence, settle or compromise any action, or
permit a default or consent to the entry of judgment in or otherwise seek to
terminate any pending or threatened action, in respect of which indemnity may
be sought hereunder (whether or not any indemnified party is a party thereto)
unless such settlement, compromise, consent, or termination includes an
unconditional release of each indemnified party from all liability in respect
of such action. The Company agrees promptly to notify the Shareholders of the
commencement of any litigation or proceedings against the Company or any of its
officers or directors in connection with the sale of any Shares or any
preliminary prospectus, prospectus, registration statement, or amendment or
supplement thereto, or any application relating to any sale of any Shares.


          (b)
The Shareholders agrees to indemnify and hold harmless the Company, each
director of the Company, each officer of the Company who shall have signed any
registration statement covering Shares held by the Shareholders, each other
person, if any, who controls the Company within the meaning of Section 15 of
the Securities Act or Section 20(a) of the Exchange Act, and its or their
respective counsel, to the same extent as the foregoing indemnity from the Company
to the Shareholders in Section 2(a) but only with respect to statements or
omissions, if any, made in any registration statement, preliminary prospectus,
or final prospectus (as from time to time amended and supplemented) or any
amendment or supplement thereto, or in any application, in reliance upon and in
conformity with written information furnished to the Company with respect to
the Shareholders by or on behalf of the Shareholders, expressly for inclusion
in any such registration statement, preliminary prospectus, or final
prospectus, or any amendment or supplement thereto, or in any application, as
the case may be. If any action shall be brought against the Company or any
other person so indemnified based on any such registration statement, preliminary
prospectus, or final prospectus, or any amendment or supplement thereto, or in
any application, and in respect of which indemnity may be sought against the
Shareholders pursuant to this Section 2(b), the Shareholders shall have the
rights and duties given to the Company, and the Company and each other person
so indemnified shall have the rights and duties given to the indemnified
parties, by the provisions of Section 2(a).


          (c)
To provide for just and equitable contribution, if (i) an indemnified party
makes a claim for indemnification pursuant to Section 2(a) or 2(b) (subject to
the limitations thereof) but it


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is found in a final judicial determination, not
subject to further appeal, that such indemnification may not be enforced in
such case, even though this Agreement expressly provides for indemnification in
such case, or (ii) any indemnified or indemnifying party seeks contribution
under the Securities Act, the Exchange Act or other wise, then the Company
(including for this purpose any contribution made by or on behalf of any
director of the Company, any officer of the Company who signed any such
registration statement, any controlling person of the Company, and its or their
respective counsel) as one entity, and the Shareholders (including for this
purpose any contribution by or on behalf of an indemnified party) as a second
entity, shall contribute to the losses, liabilities, claims, damages, and
expenses whatsoever to which any of them may be subject, on the basis of
relevant equitable considerations such as the relative fault of the Company and
the Shareholders in connection with the facts which resulted in such losses,
liabilities, claims, damages, and expenses. The relative fault, in the case of
an untrue statement, alleged untrue statement, omission, or alleged omission
shall be determined by, among other things, whether such statement, alleged
statement, omission or alleged omission relates to information supplied by the
Company or by the Shareholders, and the parties’ relative intent, knowledge,
access to information, and opportunity to correct or prevent such statement,
alleged statement, omission, or alleged omission. The Company and the
Shareholders agree that it would be unjust and inequitable if the respective
obligations of the Company and the Shareholders for contribution were
determined by pro rata or per capita allocation of the aggregate losses,
liabilities, claims, damages, and expenses (even if the Shareholders and the
other indemnified parties were treated as one entity for such purpose) or by
any other method of allocation that does not reflect the equitable
considerations referred to in this Section 2(c). No person guilty of a
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who is not
guilty of such fraudulent misrepresentation. For purposes of this Section 2(c)
each person, if any, who controls the Shareholders within the meaning of
Section 15 of the Securities Act or Section 20(a) of the Exchange Act and each
employee, agent, and counsel of the Shareholders or control person shall have
the same rights to contribution as the Shareholders and each person, if any,
who controls the Company within the meaning of Section 15 of the Securities Act
or Section 20(a) of the Exchange Act, each officer of the Company who shall
have signed any such registration statement, each director of the Company, and
its or their respective counsel shall have the same rights to contribution as
the Company, subject to each case to the provisions of this Section 2(c).
Anything in this Section 2(c) to the contrary notwithstanding, no party shall
be liable for contribution with respect to the settlement of any claim or
action effected without its written consent. This Section 2(c) is intended to
supersede any right to contribution under the Securities Act, the Exchange Act
or otherwise.


          3.
Miscellaneous.


          (a)
Remedies. In the event of a breach by the Company of its obligations
under this Agreement, the Shareholders, in addition to being entitled to
exercise all rights granted by law, including recovery of damages, will be
entitled to specific performance of its rights under this Agreement.


          (b)
Agreements and Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented,
unless such amendment, modification or supplement is in writing and signed by
the Company and the Shareholders. 


          (c)
Notices. All notices and other communications provided for or permitted
hereunder shall be made in writing by hand-delivery, registered first-class
mail, telex, or telecopies, initially to the address set forth in the preamble
to this Agreement, and thereafter at such other address, notice of which is
given in accordance with the provisions of this Section 3(c). All such notices


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and communications shall be deemed to have been duly
given when delivered by hand, if personally delivered; two business days after
being deposited in the mail, postage prepaid, if mailed; when answered back, if
telexed; and when receipt is acknowledged, if telecopied.


          (d)
Successors and Assigns. This Agreement shall inure to the benefit of and
be binding upon the successors and assigns of each of the parties.


          (e)
Counterparts; Facsimile Execution. This Agreement may be executed in any
number of counterparts and by the parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement. Facsimile execution
and delivery of this Agreement is legal, valid and binding for all purposes.


          (f)
Headings. The headings in this Agreement are for convenience of
references only and shall not limit or otherwise affect the meaning hereof. 


          (g)
Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York without reference to its
conflicts of law provisions. Each of the parties submits to the
jurisdiction of any state or federal court sitting in New York, in any action
or proceeding arising out of or relating to this Agreement and agrees that all
claims in respect of the action or proceeding may be heard and determined in
any such court. Each of the parties waives any defense of inconvenient forum to
the maintenance of any action or proceeding so brought and waives any bond,
surety, or other security that might be required of any other party with
respect thereto. Nothing in this Section, however, shall affect the right of
any party to bring any action or proceeding arising out of or relating to this
Agreement in any other court or to serve legal process in any other manner
permitted by law or at equity. Each party agrees that a final judgment in any
action or proceeding so brought shall be conclusive and may be enforced by suit
on the judgment or in any other manner provided by law or at equity.


          (h)
Severability. In the event that any one or more of the provisions
contained herein, or the application hereof in any circumstance is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provisions in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.


          (i)
Entire Agreement. This Agreement is intended by the parties as a final
expression of their agreement and intended to be a complete and exclusive
statement of this agreement and understanding of the parties hereto in respect
of the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein,
concerning the registration rights granted by the Company pursuant to this Agreement.


[signature page
follows]


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          N
WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to
be executed as of the date first written above


	
 

	
 

	
 

	
 


	
 

	
HENRY COUNTY PLYWOOD CORPORATION


	
 

	
 

	
 

	
 


	
 

	
By:

	
/s/ Michael Friess 

	
 


	
 

	
 

	 

	
 


	
 

	
Name: 

	
 


	
 

	
Title: 

	
 


	
 

	
 

	
 


	
 

	
/s/ Michael Friess

	
 


	
 

	 

	
 


	
 

	
Michael Friess

	
 


	
 

	
 

	
 


	
 

	
Address:

	
 


	
 

	
 

	
 

	
 


	
 

	
/s/ Sanford Schwartz 

	
 


	
 

	 

	
 


	
 

	
Sanford Schwartz

	
 


	
 

	
 

	
 


	
 

	
Address: