Henry County Plywood Corporation: Exhibit 10.1 - Prepared by TNT
Filings Inc.




  




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 liability in respect to such claim or
litigation and such settlement shall not include any admission as to fault on
the part of the Indemnitee. Following indemnification as provided for
hereunder, the Indemnitors shall be subrogated to all rights of the Indemnitee
with respect to all third parties, firms or corporations relating to the matter
for which indemnification has been made. The failure to deliver written notice
to the Indemnitors within a reasonable time of the commencement of any such
action shall not relieve such Indemnitors of any liability to the Indemnitee,
except to the extent that the Indemnitors is prejudiced in its ability to
defend such action.


          3.        The
indemnification required by this Agreement shall be made by periodic payments
of the amount thereof during the course of the defense against any of the
Indemnified Liabilities, reasonably promptly upon the receipt by such
Indemnitee of written bills (with such appropriate supporting information as is
reasonably requested by the Indemnitors that damages have been incurred and the
amount thereof (together with such appropriate supporting information as is
reasonably requested by the Indemnitors); provided that the Indemnitee, as
applicable, shall reimburse all such payments to the extent it is finally
judicially determined that such Indemnitee is not entitled to indemnification
hereunder.


          4.        As
security for the payment and discharge of Indemnitors’ obligations hereunder,
Indemnitors hereby pledge (the “Pledge”) to Organic Region, an aggregate
of 499,889 shares of common stock of HCP (the “HCP Shares”) owned and
controlled by them. In furtherance of the Pledge, Indemnitors shall deliver, or
cause to be delivered to Organic Region on the date hereof, the
certificates representing the HCP Shares, together with all bank signature
stamped stock powers executed in blank (or such other signed instrument of
transfer acceptable to HCP’s transfer agent) (together with the HCP
Shares, the “Escrow Documents”). Organic Region shall hold the Escrow
Documents in escrow until December 31, 2009 (the “Escrow Period”),
following which time, the Escrow Documents shall be returned to the
Indemnitors. Notwithstanding the foregoing, if, at any time during the Escrow
Period, the security becomes enforceable due to an outstanding Indemnified
Liability, Organic Region may, after providing five (5) days written notice to
the Indemnitors of such outstanding Indemnified Liability,


2



 

assume ownership of the HCP Shares; provided, however,
that if the Indemnitors cure such outstanding Indemnified Liability prior to
the fifth (5th) day following delivery of such written notice,
Organic Region shall not be able to claim ownership of the shares. During the
Escrow Period, so long as Organic Region does not assume ownership of the HCP
Shares, Indemnitors shall be entitled to exercise all voting rights in respect
of the HCP Shares, however, any dividends or other distributions with regard to
the HCP Shares will be held in escrow and will be subject to the terms and
conditions hereof. Indemnitors hereby covenant that, during the Escrow Period,
they will not, without the prior written consent of Organic Region, permit any
sale, assignment, exchange or transfer of, or create or permit to arise or
subsist any pledge, lien, hypothecation or other encumbrance, priority or
security interest in all or any portion of the HCP Shares.


          5.        To
the extent that the undertaking by the Indemnitors hereunder may be
unenforceable for any reason, the Indemnitors shall make the maximum contribution
to the payment and satisfaction of each of the Indemnified Liabilities which is
permissible under applicable law. 


          6.        The
Indemnitors acknowledges that it has reviewed the representations and
warranties of HCP contained in Article IV of the Share Exchange Agreement and
hereby incorporates and makes such representations and warranties to the
Indemnitees as if set forth in full herein.


          7.        All
notices, requests, claims, demands and other communications under this
Agreement shall be in writing and shall be deemed given upon receipt by the
parties at the following addresses (or at such other address for a party as
shall be specified by like notice):


	
 

	
 

	
 


	
 

	
If to the Indemnitors, to:


	
 

	
 


	
 

	
 

	
5353 Manhattan Circle 


	
 

	
 

	
Suite 101 


	
 

	
 

	
Boulder, Colorado 80303


	
 

	
 

	
Attention: Michael Friess


	
 

	
 

	
Facsimile: +1 303-499-6666


	
 

	
 

	
 


	
 

	
If to the Indemnitees, to


	
 

	
 

	
 


	
 

	
 

	
Organic Region Group Limited


	
 

	
 

	
6F No.947,Qiao Xing Road 


	
 

	
 

	
Shi Qiao Town, Pan Yu District


	
 

	
 

	
Guangzhou, China


	
 

	
 

	
Attention: Anson Ming


	
 

	
 

	
Facsimile: +86 20-84890227


	
 

	
 

	
 


	
 

	
with a copy to:


	
 

	
 

	
 


	
 

	
 

	
Pillsbury Winthrop Shaw Pittman LLP


	
 

	
 

	
50 Fremont Street


	
 

	
 

	
San Francisco, CA 94105-2228


	
 

	
 

	
Attention: Scott C. Kline, Esq.


	
 

	
 

	
Facsimile: +1 415.983.1200





          8.        Notwithstanding
any other provision contained in the Share Exchange Agreement, the indemnity
provided under this Agreement shall remain in full force and in effect for any
claims made within a period of twenty-four (24) months from the date hereof.
The indemnity contained herein shall be


3



 

in addition to (a) any cause of action or similar
right of any Indemnitee against the Indemnitors or others, and (b) any
liabilities the Indemnitors may be subject to pursuant to applicable law.


          9.        This
Agreement shall be deemed to have been made under and be governed by, and
construed in accordance with, the laws of the State of New York, in all
respects, regardless of the laws that might otherwise govern under applicable
principles of conflicts of laws thereof, except to the extent the laws of Nevada
are mandatorily applicable to any of the transactions.


          10.      This
Agreement may not be amended, modified, or supplemented except in writing
executed by the parties hereto. No provision contained herein shall be waived
unless the same shall be in writing and signed by each of the parties hereto
and shall be effective only in the specific instance and for the specific
purpose given.


          11.      This
Agreement may be executed, and accepted and agreed to in several counterparts,
each of which will be deemed to be an original, and such counterparts together
will constitute but one and the same instrument. Facsimile signatures shall be
deemed to have the same effect as originals.


[Remainder of
Page Intentionally Left Blank]


4





[Indemnitors
Signature Page]


          IN
WITNESS WHEREOF, the parties hereto have caused this Indemnification Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.


	
 

	
 

	
 


	
 

	
/s/ Michael Friess

	
 


	
 

	 

	
 


	
 

	
Michael Friess

	
 


	
 

	
 

	
 


	
 

	
/s/ Sanford Schwartz

	
 


	
 

	 

	
 


	
 

	
Sanford Schwartz

	
 









 

[HCP
Signature Page]


          IN
WITNESS WHEREOF, the parties hereto have caused this Indemnification Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.


	
 

	
 

	
 

	
 


	
 

	
HENRY COUNTY PLYWOOD
 CORPORATION


	
 

	
 

	
 


	
 

	
By:

	
/s/ Michael Friess

	
 


	
 

	
 

	 

	
 


	
 

	
Name: Michael Friess

	
 


	
 

	
Title: President

	
 









 

[Organic
Region Companies Signature Page]


          IN
WITNESS WHEREOF, the parties hereto have caused this Indemnification Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.


	
 

	
 

	
 

	
 


	
 

	
ORGANIC REGION GROUP LIMITED 


	
 

	
 

	
 

	
 


	
 

	
By:

	
/s/

	
 


	
 

	
 

	 

	
 


	
 

	
Name: 

	
 


	
 

	
Title: 

	
 


	
 

	
 

	
 

	
 


	
 

	
FUJI SUNRISE INTERNATIONAL ENTERPRISES LIMITED


	
 

	
 

	
 

	
 


	
 

	
By:

	
/s/

	
 


	
 

	
 

	 

	
 


	
 

	
Name: 

	
 


	
 

	
Title: 

	
 


	
 

	
 

	
 

	
 


	
 

	
SOUTHERN INTERNATIONAL DEVELOP LIMITED


	
 

	
 

	
 

	
 


	
 

	
By:

	
/s/

	
 


	
 

	
 

	 

	
 


	
 

	
Name: 

	
 


	
 

	
Title: 

	
 


	
 

	
 

	
 

	
 


	
 

	
HK ORGANIC REGION LIMITED
 


	
 

	
 

	
 

	
 


	
 

	
By:

	
/s/

	
 


	
 

	
 

	 

	
 


	
 

	
Name: 

	
 


	
 

	
Title: 

	
 


	
 

	
 

	
 

	
 


	
 

	
ZHUHAI ORGANIC REGION MODERN AGRICULTURE LTD.


	
 

	
 

	
 

	
 


	
 

	
By:

	
/s/

	
 


	
 

	
 

	 

	
 


	
 

	
Name: 

	
 


	
 

	
Title: 

	
 


	
 

	
 

	
 

	
 


	
 

	
GUANGZHOU ORGANIC REGION AGRICULTURE LTD.


	
 

	
 

	
 

	
 


	
 

	
By:

	
/s/

	
 


	
 

	
 

	 

	
 


	
 

	
Name: 

	
 


	
 

	
Title: 

	
 









 

[Shareholders’
Signature Page]


          IN
WITNESS WHEREOF, the parties hereto have caused this Indemnification Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.


	
 

	
 

	
 

	
 


	
 

	
LOGO INTERNATIONAL HOLDINGS LIMITED


	
 

	
 

	
 

	
 


	
 

	
By:

	
/s/

	
 


	
 

	
 

	 

	
 


	
 

	
Name: 

	
 


	
 

	
Title: 

	
 


	
 

	
 

	
 

	
 


	
 

	
GRAND WILL INVESTMENT GROUP LIMITED


	
 

	
 

	
 

	
 


	
 

	
By:

	
/s/

	
 


	
 

	
 

	 

	
 


	
 

	
Name: 

	
 


	
 

	
Title: 

	
 


	
 

	
 

	
 

	
 


	
 

	
GOOD JOY INTERNATIONAL GROUP INVESTMENT LIMITED


	
 

	
 

	
 

	
 


	
 

	
By:

	
/s/

	
 


	
 

	
 

	 

	
 


	
 

	
Name: 

	
 


	
 

	
Title: 

	
 


	
 

	
 

	
 

	
 


	
 

	
ALPHA FORTUNE GLOBAL DEVELOP LIMITED


	
 

	
 

	
 

	
 


	
 

	
By:

	
/s/

	
 


	
 

	
 

	 

	
 


	
 

	
Name: 

	
 


	
 

	
Title: 

	
 


	
 

	
 

	
 

	
 


	
 

	
LONG RICH GLOBAL INVEST LIMITED


	
 

	
 

	
 

	
 


	
 

	
By:

	
/s/

	
 


	
 

	
 

	 

	
 


	
 

	
Name: 

	
 


	
 

	
Title: 

	
 


	
 

	
 

	
 

	
 


	
 

	
MULTI BILLION INVESTMENT DEVELOPMENT LIMITED


	
 

	
 

	
 

	
 


	
 

	
By:

	
/s/

	
 


	
 

	
 

	 

	
 


	
 

	
Name: 

	
 


	
 

	
Title: 

	
 


	
 

	
 

	
 

	
 


	
 

	
WELLDONE INVESTMENT DEVELOPMENT LIMITED


	
 

	
 

	
 

	
 


	
 

	
By:

	
/s/

	
 


	
 

	
 

	 

	
 


	
 

	
Name: 

	
 


	
 

	
Title: 

	
 









 

Annex
A


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
No.

	
 

	
Name
 and Address of 

 Shareholder

	
 

	
Tax ID 

 (if 
applicable)

	
 

	
Number of

 Shares of

 Organic

 Region Stock

 Being

 Exchanged

	
 

	

Percentage of
Total Organic

 Region Stock

 Represented By

 HCP Stock

 Being 
Exchanged

	
 

	
Number of

 Shares of

 HCP Stock to

 be Received

 by

 Shareholder


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
1

	
 

	
Logo International Holdings Limited

 Pelm Grove House

 P.O. Box 438 

 Road Town, Tortola 

 British Virgin Islands

	
 

	
N/A

	
 

	
375

	
 

	
37.5%

	
 

	
30,618,207


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
2

	
 

	
Grand Will Investment Group Limited

 OMC Chambers

 P.O. Box 3152

 Road Town, Tortola

 British Virgin Islands

	
 

	
N/A

	
 

	
375

	
 

	
37.5%

	
 

	
30,618,207


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
3

	
 

	
Good Joy International Group Investment Limited

 Drake Chambers, 

 P.O. Box 3152

 Road Town, Tortola 

 British Virgin Islands

	
 

	
N/A

	
 

	
50

	
 

	
5%

	
 

	
4,082,428


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
4

	
 

	
Alpha Fortune Global Develop Limited

 Drake Chambers

 P.O. Box 3321

 Road Town, Tortola

 British Virgin Islands

	
 

	
N/A

	
 

	
50

	
 

	
5%

	
 

	
4,082,428


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
5

	
 

	
Long Rich Global Invest Limited

 Drake Chambers

 P.O. Box 3321

 Road Town, Tortola

 British Virgin Islands

	
 

	
N/A

	
 

	
50

	
 

	
5%

	
 

	
4,082,428


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
6

	
 

	
Multi Billion Investment Development Limited

 Drake Chambers

 P.O. Box 3321

 Road Town, Tortola

 British Virgin Islands

	
 

	
N/A

	
 

	
50

	
 

	
5%

	
 

	
4,082,428









 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
No.

	
 

	
Name
 and Address of 

 Shareholder

	
 

	
Tax ID 

 (if 
applicable)

	
 

	
Number of

 Shares of

 Organic

 Region Stock

 Being

 Exchanged

	
 

	
Percentage of
Total Organic

 Region Stock

 Represented By

 HCP Stock

 Being 
Exchanged

	
 

	
Number of

 Shares of

 HCP Stock to

 be Received

 by

 Shareholder


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
7

	
 

	
Welldone Investment Development Limited

 Drake Chambers

 P.O. Box 3321

 Road Town, Tortola 

 British Virgin Islands

	
 

	
N/A

	
 

	
50

	
 

	
5%

	
 

	
4,082,428


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
 

	
 

	
TOTAL

	
 

	
 

	
 

	
1,000

	
 

	
100%

	
 

	
81,648,554