Exhibit 10.1
INDEMNIFICATION AGREEMENT
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
”).
BACKGROUND
Prior
to the date hereof, Indemnitors were the controlling stockholder of
HCP.
HCP,
the Organic Region Companies and the Shareholders are parties to a
share exchange agreement, dated as of the date hereof (the “
Share Exchange Agreement ”), pursuant to which the
Shareholders have agreed to exchange all of their capital stock in
New Resources for shares of HCP’s capital stock constituting,
in the aggregate, approximately 98% of the issued and outstanding
capital stock of HCP on a fully-diluted basis as of and immediately
after the consummation of the transactions contemplated by the
Share Exchange Agreement.
AGREEMENT
NOW,
THEREFORE, as partial consideration for the execution by HCP, the
Organic Region Companies and the Shareholders of the Share Exchange
Agreement, and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the Indemnitors
covenants and agrees as follows:
1. Indemnitors
shall defend, protect, indemnify and hold harmless the
Shareholders, HCP and the Organic Region Companies and all of their
stockholders, partners, members, officers, directors, employees and
direct or indirect investors, and any of their agents or other
representatives (including, without limitation, those retained in
connection with the transactions contemplated by the Share Exchange
Agreement) (collectively, the “ Indemnitees ”)
from and against any and all actions, causes of action, suits,
claims, losses, costs, penalties, fees, liabilities and damages,
and expenses in connection therewith (irrespective of whether any
such Indemnitee is a party to the action for which indemnification
hereunder is sought), and including reasonable attorneys’
fees and disbursements (each, an “ Indemnified
Liability ” and collectively, the “ Indemnified
Liabilities ”), incurred by any Indemnitee as a result
of, or arising out of, or relating to (a) any misrepresentation or
breach of any representation or warranty made by the Indemnitors or
HCP in the Share Exchange Agreement or any other certificate,
instrument or document contemplated hereby or thereby, (b) any
breach of any covenant, agreement or obligation of the Indemnitors
or HCP contained in the Share Exchange Agreement or any other
certificate, instrument or document contemplated hereby or thereby
or (c) any cause of action, suit or claim brought or made against
such Indemnitee by a third party (including for these purposes a
derivative action brought on behalf of HCP) and arising out of or
resulting from (i) the execution, delivery, performance or
enforcement of the Share Exchange Agreement or any other
certificate, instrument or document
contemplated hereby or thereby,
or (ii) Indemnified Liabilities based upon any matter relating to
HCP that occurred on or prior to the date hereof.
2. Promptly
after receipt by an Indemnitee of notice of the commencement of any
action or proceeding (including any governmental action or
proceeding) involving an Indemnified Liability, such Indemnitee
shall, if a claim in respect thereof is to be made against
Indemnitors under this Agreement, deliver to the Indemnitors a
written notice of the commencement thereof, and the Indemnitors
shall have the right to participate in, and, to the extent the
Indemnitors so desires, jointly with any other Indemnitors
similarly noticed, to assume control of the defense thereof with
counsel mutually reasonably satisfactory to the Indemnitors and the
Indemnitee; provided, however, that an Indemnitee shall have the
right to retain its own counsel with the fees and expenses of not
more than one counsel for such Indemnitee to be paid by the
Indemnitors, if the named parties to such proceeding include both
the Indemnitors and the Indemnitee and, in the reasonable opinion
of the Indemnitee, the representation by such counsel of the
Indemnitee and the Indemnitors would be inappropriate due to actual
or potential differing interests between such Indemnitee and any
other party represented by such counsel in such proceeding. The
Indemnitee shall cooperate fully with the Indemnitors in connection
with any negotiation or defense of any such action or claim by the
Indemnitors and shall furnish to the Indemnitors all information
reasonably available to the Indemnitee which relates to such action
or claim. The Indemnitors shall keep the Indemnitee fully apprised
at all times as to the status of the defense or any settlement
negotiations with respect thereto. No Indemnitors shall be liable
for any settlement of any action, claim or proceeding effected
without its prior written consent; provided, however, that the
Indemnitors shall not unreasonably withhold, delay or condition its
consent. The Indemnitors shall not, without the prior written
consent of the Indemnitee, consent to entry of any judgment or
enter into any settlement or other compromise which does not
include as an unconditional term thereof the giving by the claimant
or plaintiff to such Indemnitee of a release from all l
