Exhibit 10.1


 


INDEMNIFICATION AGREEMENT


 


This Indemnification
Agreement (this “Agreement”) is entered into as of [ ] by and between Golden Heaven Group Holdings Ltd., a Cayman Islands
company (the “Company”), and the undersigned, a director and/or an officer of the Company (“Indemnitee”),
as applicable.


 


RECITALS


 


The Board of
Directors of the Company (the “Board of Directors”) has determined that the inability to attract and retain highly
competent persons to serve the Company is detrimental to the best interests of the Company and its shareholders and that it is reasonable
and necessary for the Company to provide adequate protection to such persons against risks of claims and actions against them arising
out of their services to the corporation.


 


AGREEMENT


 


In consideration
of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:


 


A. DEFINITIONS


 


The following terms shall have the meanings defined below:


 


Expenses
shall include, without limitation, damages, judgments, fines, penalties, settlements and costs, attorneys’ fees and disbursements
and costs of attachment or similar bond, investigations, and any other expenses paid or incurred in connection with investigating, defending,
being a witness in, participating in (including on appeal), or preparing for any of the foregoing in, any Proceeding.


 


Indemnifiable
Event means any event or occurrence that takes place either before or after the execution of this Agreement, related to the fact
that Indemnitee is or was a director or an officer of the Company, or is or was serving at the request of the Company as a director or
officer of another corporation, partnership, joint venture or other entity, or related to anything done or not done by Indemnitee in any
such capacity, including, but not limited to neglect, breach of duty, error, misstatement, misleading statement or omission.


 


Participant means a person
who is a party to, or witness or participant (including on appeal) in, a Proceeding.


 


Proceeding
means any threatened, pending, or completed action, suit, arbitration or proceeding, or any inquiry, hearing or investigation, whether
civil, criminal, administrative, investigative or other, including appeal, in which Indemnitee may be or may have been involved as a party
or otherwise by reason of an Indemnifiable Event.


 


B. AGREEMENT TO INDEMNIFY


 


1. General
Agreement. In the event Indemnitee was, is, or becomes a Participant in, or is threatened to be made a Participant in, a Proceeding,
the Company shall indemnify the Indemnitee from and against any and all Expenses which Indemnitee incurs or becomes obligated to incur
in connection with such Proceeding, to the fullest extent permitted by applicable law.


 


2. Indemnification
of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful
on the merits in defense of any Proceeding or in defense of any claim, issue or matter in such Proceeding, the Company shall indemnify
Indemnitee against all Expenses incurred in connection with such Proceeding or such claim, issue or matter, as the case may be.


 


3. Partial
Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for a portion of
Expenses, but not for the total amount of Expenses, the Company shall indemnify the Indemnitee for the portion of such Expenses to which
Indemnitee is entitled.


 


4. No Employment
Rights. Nothing in this Agreement is intended to create in Indemnitee any right to continued employment with the Company.


 






     


     


    

 


5. Contribution.
If the indemnification provided in this Agreement is unavailable and may not be paid to Indemnitee for any reason other than those set
forth in Section B.4, then the Company shall contribute to the amount of Expenses paid in settlement actually and reasonably incurred
and paid or payable by Indemnitee in such proportion as is appropriate to reflect (i) the relative benefits received by the Company on
the one hand and by the Indemnitee on the other hand from the transaction or events from which such Proceeding arose, and (ii) the relative
fault of the Company on the one hand and of the Indemnitee on the other hand in connection with the events which resulted in such Expenses,
as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of the Indemnitee on the
other hand shall be determined by reference to, among other things, the parties’ relative intent, knowledge, access to information
and opportunity to correct or prevent the circumstances resulting in such Expenses, judgments, fines or settlement amounts. The Company
agrees that it would not be just and equitable if contribution pursuant to this Section B.5 were determined by pro rata allocation or
any other method of allocation which does not take account of the foregoing equitable considerations.


 


C. INDEMNIFICATION PROCESS


 


1. Notice
and Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to his/her right to be indemnified under this Agreement,
give the Company notice in writing as soon as practicable of any claim made against Indemnitee for which indemnification will or could
be sought under this Agreement, provided that the delay of Indemnitee to give notice hereunder shall not prejudice any of Indemnitee’s
rights hereunder, unless such delay results in the Company’s forfeiture of substantive rights or defenses. Notice to the Company
shall be given in accordance with Section F.7 below. If, at the time of receipt of such notice, the Company has directors’ and officers’
liability insurance policies in effect, the Company shall give prompt notice to its insurers of the Proceeding relating to the notice.
The Company shall thereafter take all necessary and desirable action to cause such insurers to pay, on behalf of Indemnitee, all Expenses
payable as a result of such Proceeding. In addition, Indemnitee shall give the Company such information and cooperation as the Company
may reasonably request.


 


2. Indemnification Payment.


 


(a) Advancement
of Expenses. Indemnitee may submit a written request with reasonable particulars to the Company requesting that the Company advance
to Indemnitee all Expenses that may be reasonably incurred in advance by Indemnitee in connection with a Proceeding. The Company shall,
within 10 business days of receiving such a written request by Indemnitee, advance all requested Expenses to Indemnitee. Any excess of
the advanced Expenses over the actual Expenses will be repaid to the Company.


 


(b) Reimbursement
of Expenses. To the extent Indemnitee has not requested any advanced payment of Expenses from the Company, Indemnitee shall be entitled
to receive reimbursement for the Expenses incurred in connection with a Proceeding from the Company immediately after Indemnitee makes
a written request to the Company for reimbursement unless the Company refers the indemnification request to the Reviewing Party in compliance
with Section C.2(c) below.


 


(c) Determination
by the Reviewing Party. If the Company reasonably believes that it is not obligated under this Agreement to indemnify the Indemnitee,
the Company shall, within 10 days after the Indemnitee’s written request for an advancement or reimbursement of Expenses, notify
the Indemnitee that the request for advancement of Expenses or reimbursement of Expenses will be submitted to the Reviewing Party (as
hereinafter defined). The Reviewing Party shall make a determination on the request within 30 days after the Indemnitee’s written
request for an advancement or reimbursement of Expenses. Notwithstanding anything foregoing to the contrary, in the event the Reviewing
Party informs the Company that Indemnitee is not entitled to indemnification in connection with a Proceeding under this Agreement or applicable
law, the Company shall be entitled to be reimbursed by Indemnitee for all the Expenses previously advanced or otherwise paid to Indemnitee
in connection with such Proceeding; provided, however, that Indemnitee may bring a suit to enforce his/her indemnification
right in accordance with Section C.3 below.


 


3. Suit
to Enforce Rights. Regardless of any action by the Reviewing Party, if Indemnitee has not received full indemnification within 30
days after making a written demand in accordance with Section C.2 above or 50 days if the Company submits a request for advancement or
reimbursement to the Reviewing Party under Section C.2(c) above, Indemnitee shall have the right to enforce its indemnification rights
under this Agreement by commencing litigation in any court of competent jurisdiction seeking a determination by the court or challenging
any determination by the Reviewing Party or any aspect of this Agreement. Any determination by the Reviewing Party not challenged by Indemnitee
and any judgment entered by the court shall be binding on the Company and Indemnitee.


 


4. Assumption
of Defense. In the event the Company is obligated under this Agreement to advance or bear any Expenses for any Proceeding against
Indemnitee, the Company shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, upon delivery
to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the
retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently
incurred by Indemnitee with respect to the same Proceeding, unless (i) the employment of counsel by Indemnitee has been previously authorized
by the Company, (ii) Indemnitee shall have reasonably concluded, based on written advice of counsel, that there may be a conflict of interest
of such counsel retained by the Company between the Company and Indemnitee in the conduct of any such defense, or (iii) the Company ceases
or terminates the employment of such counsel with respect to the defense of such Proceeding, in any of which events the fees and expenses
of Indemnitee’s counsel shall be at the expense of the Company. At all times, Indemnitee shall have the right to employ counsel
in any Proceeding at Indemnitee’s expense.


 






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5. Defense
to Indemnification, Burden of Proof and Presumptions. It shall be a defense to any action brought by Indemnitee against the Company
to enforce this Agreement that it is not permissible under this Agreement or applicable law for the Company to indemnify the Indemnitee
for the amount claimed. In connection with any such action or any determination by the Reviewing Party or otherwise as to whether Indemnitee
is entitled to be indemnified under this Agreement, the burden of proving such a defense or determination shall be on the Company.


 


6. No Settlement
without Consent. Neither party to this Agreement shall settle any Proceeding in any manner that would impose any damage, loss, penalty
or limitation on Indemnitee without the other party’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold
its consent to any proposed settlement.


 


7. Company
Participation. Subject to Section B.5, the Company shall not be liable to indemnify the Indemnitee under this Agreement with regard
to any judicial action if the Company was not given a reasonable and timely opportunity, at its expense, to participate in the defense,
conduct and/or settlement of such action.


 


8. Reviewing Party.


 


(a) For purposes
of this Agreement, the Reviewing Party with respect to each indemnification request of Indemnitee that is referred by the Company pursuant
to Section C.2(c) above shall be (A) the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter
defined), or (B) if a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable,
said Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be
delivered to Indemnitee. If the Reviewing Party determines that Indemnitee is entitled to indemnification, payment to Indemnitee shall
be made within 10 days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination
with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable
advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably
available to Indemnitee and reasonably necessary to such determination. Any Independent Counsel or member of the Board of Directors shall
act reasonably and in good faith in making a determination under this Agreement of the Indemnitee’s entitlement to indemnification.
Any reasonable costs or expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating
with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s
entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. “Disinterested
Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is
sought by Indemnitee.


 


(b) If the
determination of entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel shall be selected as provided
in this Section C.8(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be
made by the Board of Directors, in which event the proceeding sentence shall apply), and Indemnitee shall give written notice to the Company
advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may,
within 10 days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may
be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that
the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section C.8(d)
of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely
objection, the person so selected shall act as Independent Counsel. If a written objection is made and substantiated, the Independent
Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such
objection is without merit. If, within 20 days after submission by Indemnitee of a written request for indemnification, no Independent
Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction
for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent
Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall
designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel.
The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection
with acting under this Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section
C.8(b), regardless of the manner in which such Independent Counsel was selected or appointed.


 






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(c) In making
a determination with respect to entitlement to indemnification hereunder, the Reviewing Party shall presume that Indemnitee is entitled
to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with this Agreement, and
the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity
of any determination contrary to that presumption. The termination of any Proceeding or of any claim, issue or matter therein, by judgment,
order, settlement (with or without court approval), conviction, or upon a plea of nolocontendere or its equivalent, shall not (except
as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption
that Indemnitee did not act in good faith and in a manner which he/she reasonably believed to be in or not opposed to the best interests
of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his/her conduct was unlawful.
For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is
based on the records or books of account of the Company and any other corporation, partnership, joint venture or other entity of which
Indemnitee is or was serving at the written request of the Company as a director, officer, employee, agent or fiduciary, including financial
statements, or on information supplied to Indemnitee by the officers and directors of the Company or such other corporation, partnership,
joint venture or other entity in the course of their duties, or on the advice of legal counsel for the Company or such other corporation,
partnership, joint venture or other entity or on information or records given or reports made to the Company or such other corporation,
partnership, joint venture or other entity by an independent certified public accountant or by an appraiser or other expert selected with
reasonable care by the Company or such other corporation, partnership, joint venture or other entity. In addition, the knowledge and/or
actions, or failure to act, of any director, officer, agent or employee of the Company or such other corporation, partnership, joint venture
or other entity shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. The
provisions of this Section C.8(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee
may be deemed to have met the applicable standard of conduct set forth in this Agreement.


 


(d) “Independent
Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently
is, nor in the past five years has been, retained to represent (i) the Company or Indemnitee in any matter material to either such party
(other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification
agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing,
the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then
prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s
rights under this Agreement. The Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to fully indemnify
such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement
pursuant hereto.


 


D. DIRECTOR AND OFFICER LIABILITY INSURANCE


 


1. Good Faith
Determination. The Company shall from time to time make the good faith determination whether or not it is practicable for the Company
to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors of the
Company with coverage for losses incurred in connection with their services to the Company or to ensure the Company’s performance
of its indemnification obligations under this Agreement.


 


2. Coverage
of Indemnitee. To the extent the Company maintains an insurance policy or policies providing directors’ and officers’
liability insurance, Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent
of the coverage available for any of the Company’s directors or officers.


 


3. No Obligation.
Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain any director and officer insurance policy if
the Company determines in good faith that such insurance is not reasonably available in the case that (i) premium costs for such insurance
are disproportionate to the amount of coverage provided, or (ii) the coverage provided by such insurance is limited by exclusions so as
to provide an insufficient benefit.


 


E. NON-EXCLUSIVITY; U.S. FEDERAL PREEMPTION; TERM


 


1. Non-Exclusivity.
The indemnification provided by this Agreement shall not be deemed exclusive of any rights to which Indemnitee may be entitled under the
Company’s current memorandum and articles of association, as may be amended from time to time, applicable law or any written agreement
between Indemnitee and the Company (including its subsidiaries and affiliates). The indemnification provided under this Agreement shall
continue to be available to Indemnitee for any action taken or not taken while serving in an indemnified capacity even though he/she may
have ceased to serve in any such capacity at the time of any Proceeding.


 


2. U.S. Federal
Preemption. Notwithstanding the foregoing, both the Company and Indemnitee acknowledge that in certain instances, U.S. federal law
or public policy may override applicable law and prohibit the Company from indemnifying its directors and officers under this Agreement
or otherwise. Such instances include, but are not limited to, the U.S. Securities and Exchange Commission (the “SEC”)’s
prohibition on indemnification for liabilities arising under certain U.S. federal securities laws. Indemnitee understands and acknowledges
that the Company has undertaken or may be required in the future to undertake with the SEC to submit the question of indemnification to
a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee.


 






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3. Duration
of Agreement. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is an officer
and/or a director of the Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise) and shall continue thereafter so long as Indemnitee shall be subject
to any Proceeding by reason of his/her former or current capacity at the Company, whether or not he/she is acting or serving in any such
capacity at the time any Expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall continue
in effect regardless of whether Indemnitee continues to serve as an officer and/or a director of the Company or any other enterprise at
the Company’s request.


 


F. MISCELLANEOUS


 


1. Amendment
of this Agreement. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by the
parties hereto. No waiver of any of the provisions of this Agreement shall operate as a waiver of any other provisions (whether or not
similar), nor shall such waiver constitute a continuing waiver. Except as specifically provided in this Agreement, no failure to exercise
or any delay in exercising any right or remedy shall constitute a waiver.


 


2. Subrogation.
In the event of payment to Indemnitee by the Company under this Agreement, the Company shall be subrogated to the extent of such payment
to all of the rights of recovery of Indemnitee, who shall execute all papers required and shall do everything that may be necessary to
secure such rights, including the execution of such documents necessary to enable the Company to bring suit to enforce such rights.


 


3. Assignment;
Binding Effect. Neither this Agreement nor any of the rights or obligations hereunder may be assigned by either party hereto without
the prior written consent of the other party; except that the Company may, without such consent, assign all such rights and obligations
to a successor in interest to the Company which assumes all obligations of the Company under this Agreement. Notwithstanding the foregoing,
this Agreement shall be binding upon and inure to the benefit of and be enforceable by and against the parties hereto and the Company’s
successors (including any direct or indirect successor by purchase, merger, consolidation, or otherwise to all or substantially all of
the business and/or assets of the Company) and assigns, as well as Indemnitee’s spouses, heirs, and personal and legal representatives.


 


4. Severability
and Construction. Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to
do any act in violation of applicable law. The Company’s inability, pursuant to a court order, to perform its obligations under
this Agreement shall not constitute a breach of this Agreement. In addition, if any portion of this Agreement shall be held by a court
of competent jurisdiction to be invalid, void, or otherwise unenforceable, the remaining provisions shall remain enforceable to the fullest
extent permitted by applicable law. The parties hereto acknowledge that they each have opportunities to have their respective counsels
review this Agreement. Accordingly, this Agreement shall be deemed to be the product of both of the parties hereto, and no ambiguity shall
be construed in favor of or against either of the parties hereto.


 


5. Counterparts.
This Agreement may be executed in two counterparts, both of which taken together shall constitute one instrument.


 


6. Governing
Law. This agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed,
construed and interpreted in accordance with the laws of the State of New York, without giving effect to conflicts of law provisions thereof.


 


7. Notices.
All notices, demands, and other communications required or permitted under this Agreement shall be made in writing and shall be deemed
to have been duly given if delivered by hand, against receipt, or mailed via postage prepaid, certified or registered mail, return receipt
requested, and addressed to the Company at:


 


Golden Heaven Group Holdings Ltd.


 


Attention: Chief Executive Officer


 


and to Indemnitee at his/her address
last known to the Company.


 


8. Entire
Agreement. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and
oral, between the parties with respect to the subject matter hereof.


 


(Signature page follows)


 






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IN WITNESS WHEREOF, the parties hereto execute this Agreement
as of the date first written above.


 


Golden Heaven Group Holdings Ltd.


 





	By:	 	 
	Name:	 	 
	Title:	 	 



 


Indemnitee


 





	Signature:	 	 
	Name:	 	 



 


[Signature Page to Indemnification Agreement]


 


 


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