Nutrastar International Inc.: Exhibit 10.2 - Filed by newsfilecorp.com






Exhibit 10.2 

INDEMNIFICATION AGREEMENT 

This Indemnification Agreement (this “Agreement”), dated
as of the 22nd day of December, 2015 is made by and between Nutrastar
International Inc., a Nevada corporation (the “Company”), and David
Chong, an independent director of the Company (the “Indemnitee”). 

RECITALS 

A.     The Company and the Indemnitee
recognize that the present state of the law is too uncertain to provide the
Company’s officers and directors with adequate and reliable advance knowledge or
guidance with respect to the legal risks and potential liabilities to which they
may become personally exposed as a result of performing their duties for the
Company; 

B.     The Company and the Indemnitee are
aware of the substantial growth in the number of lawsuits filed against
corporate officers and directors in connection with their activities in such
capacities and by reason of their status as such; 

C.     The Company and the Indemnitee
recognize that the cost of defending against such lawsuits, whether or not
meritorious, is typically beyond the financial resources of most officers and
directors of the Company; 

D.     The Company and the Indemnitee
recognize that the legal risks and potential liabilities, and the threat
thereof, associated with proceedings filed against the officers and directors of
the Company bear no reasonable relationship to the amount of compensation
received by the Company’s officers and directors; 

E.     The Company, after reasonable
investigation prior to the date hereof, has determined that the liability
insurance coverage available to the Company as of the date hereof is inadequate,
unreasonably expensive or both. The Company believes, therefore, that the
interest of the Company and its current and future stockholders would be best
served by a combination of (i) such insurance as the Company may obtain pursuant
to the Company’s obligations hereunder and (ii) a contract with its officers and
directors, including the Indemnitee, to indemnify them to the fullest extent
permitted by law (as in effect on the date hereof, or, to the extent any
amendment may expand such permitted indemnification, as hereafter in effect)
against personal liability for actions taken in the performance of their duties
to the Company; 

F.     Section 78.7502 of the Nevada
Revised Statutes empowers Nevada corporations to indemnify their officers and
directors and further states that the indemnification provided by Section
78.7502 shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under the articles of incorporation or any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in an official capacity and as to action in another capacity
while holding such office; thus, Section 78.7502 does not by itself limit the
extent to which the Company may indemnify persons serving as its officers and
directors; 





G.     The Company’s Articles of
Incorporation and Bylaws authorize the indemnification of the officers and
directors of the Company in excess of that expressly permitted by Section
78.7502; 

H.     The Board of Directors of the
Company has concluded that, to retain and attract talented and experienced
individuals to serve as officers and directors of the Company and to encourage
such individuals to take the business risks necessary for the success of the
Company, it is necessary for the Company to contractually indemnify its officers
and directors, and to assume for itself liability for expenses and damages in
connection with claims against such officers and directors in connection with
their service to the Company, and has further concluded that the failure to
provide such contractual indemnification could result in great harm to the
Company and its stockholders; 

I.     The Company desires and has
requested the Indemnitee to serve or continue to serve as a director or officer
of the Company, free from undue concern for the risks and potential liabilities
associated with such services to the Company; and 

J.     The Indemnitee is willing to serve,
or continue to serve, the Company, provided, and on the expressed condition,
that the Indemnitee is furnished with the indemnification provided for herein.


AGREEMENT 

NOW, THEREFORE, the Company and Indemnitee agree as follows:


1.     DEFINITIONS. 

(a)     “EXPENSES” means, for the purposes
of this Agreement, all direct and indirect costs of any type or nature
whatsoever (including, without limitation, any fees and disbursements of
Indemnitee’s counsel, accountants and other experts and other out-of-pocket
costs) actually and reasonably incurred by the Indemnitee in connection with the
investigation, preparation, defense or appeal of a Proceeding; provided,
however, that Expenses shall not include judgments, fines, penalties or amounts
paid in settlement of a Proceeding. 

(b)    “PROCEEDING” means, for the purposes of
this Agreement, any threatened, pending or completed action or proceeding,
whether civil, criminal, administrative or investigative (including an action
brought by or in the right of the Company) in which Indemnitee may be or may
have been involved as a party or otherwise, by reason of the fact that
Indemnitee is or was a director or officer of the Company, by reason of any
action taken by Indemnitee or of any inaction on his or her part while acting as
such director or officer or by reason of the fact that he or she is or was
serving at the request of the Company as a director, officer, employee or agent
of another foreign or domestic corporation, partnership, joint venture, trust or
other enterprise, or was a director or officer of the foreign or domestic
corporation which was a predecessor corporation to the Company or of another
enterprise at the request of such predecessor corporation, whether or not he or
she is serving in such capacity at the time any liability or expense is incurred
for which indemnification or reimbursement can be provided under this Agreement.





2.     AGREEMENT TO SERVE. 

Indemnitee agrees to serve or continue to serve as a director
or officer of the Company to the best of his or her abilities at the will of the
Company or under separate contract, if such contract exists, for so long as
Indemnitee is duly elected or appointed and qualified or until such time as the
Indemnitee tenders his or her resignation in writing. Nothing contained in this
Agreement is intended to create in Indemnitee any right to continued
employment.

3.    INDEMNIFICATION. 

(a)     THIRD PARTY PROCEEDINGS. The
Company shall indemnify Indemnitee against Expenses, judgments, fines, penalties
or amounts paid in settlement (if the settlement is approved in advance by the
Company) actually and reasonably incurred by Indemnitee in connection with a
Proceeding (other than a Proceeding by or in the right of the Company) if
Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to
be in the best interests of the Company, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe Indemnitee’s conduct
was unlawful. The termination of any Proceeding by judgment, order, settlement,
conviction, or upon a plea of NOLO CONTENDERE or its equivalent, shall not, of
itself, create a presumption that Indemnitee did not act in good faith and in a
manner which Indemnitee reasonably believed to be in the best interests of the
Company, or, with respect to any criminal Proceeding, had no reasonable cause to
believe that Indemnitee's conduct was unlawful. 

(b)     PROCEEDINGS BY OR IN THE RIGHT OF
THE COMPANY. To the fullest extent permitted by law, the Company shall indemnify
Indemnitee against Expenses and amounts paid in settlement, actually and
reasonably incurred by Indemnitee in connection with a Proceeding by or in the
right of the Company to procure a judgment in its favor if Indemnitee acted in
good faith and in a manner Indemnitee reasonably believed to be in the best
interests of the Company and its stockholders. Notwithstanding the foregoing, no
indemnification shall be made in respect of any claim, issue or matter as to
which Indemnitee shall have been adjudged liable to the Company in the
performance of Indemnitee’s duty to the Company and its stockholders unless and
only to the extent that the court in which such action or Proceeding is or was
pending shall determine upon application that, in view of all the circumstances
of the case, Indemnitee is fairly and reasonably entitled to indemnity for
Expenses and then only to the extent that the court shall determine. 

(c)     SCOPE. Notwithstanding any other
provision of this Agreement but subject to Section 14(b), the Company shall
indemnify the Indemnitee to the fullest extent permitted by law, notwithstanding
that such indemnification is not specifically authorized by other provisions of
this Agreement, the Company’s Articles of Incorporation, the Company’s Bylaws or by statute.





4.     LIMITATIONS ON INDEMNIFICATION. 

Any other provision herein to the contrary notwithstanding, the
Company shall not be obligated pursuant to the terms of this Agreement:

(a)     EXCLUDED ACTS. To indemnify
Indemnitee for any acts or omissions or transactions from which a director may
not be relieved of liability under applicable law; 

(b)     EXCLUDED INDEMNIFICATION PAYMENTS.
To indemnify or advance Expenses in violation of any prohibition or limitation
on indemnification under the statutes, regulations or rules promulgated by any
state or federal regulatory agency having jurisdiction over the Company. 

(c)     CLAIMS INITIATED BY INDEMNITEE. To
indemnify or advance Expenses to Indemnitee with respect to Proceedings or
claims initiated or brought voluntarily by Indemnitee and not by way of defense,
except with respect to Proceedings brought to establish or enforce a right to
indemnification under this Agreement or any other statute or law or otherwise as
required under Section 78.7502 of the Nevada Revised Statutes, but such
indemnification or advancement of Expenses may be provided by the Company in
specific cases if the Board of Directors has approved the initiation or bringing
of such suit; 

(d)     LACK OF GOOD FAITH. To indemnify
Indemnitee for any Expenses incurred by the Indemnitee with respect to any
Proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a
court of competent jurisdiction determines that each of the material assertions
made by the Indemnitee in such Proceeding was not made in good faith or was
frivolous;

(e)     INSURED CLAIMS. To indemnify
Indemnitee for Expenses or liabilities of any type whatsoever (including, but
not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts
paid in settlement) which have been paid directly to or on behalf of Indemnitee
by an insurance carrier under a policy of directors’ and officers’ liability
insurance maintained by the Company or any other policy of insurance maintained
by the Company or Indemnitee; or 

(f)     CLAIMS UNDER SECTION 16(b). To
indemnify Indemnitee for Expenses and the payment of profits arising from the
purchase and sale by Indemnitee of securities in violation of Section 16(b) of
the Securities Exchange Act of 1934, as amended, or any similar successor
statute.

5.     DETERMINATION OF RIGHT TO
INDEMNIFICATION. 

Upon receipt of a written claim addressed to the Board of
Directors for indemnification pursuant to Section 3, the Company shall determine
by any of the methods set forth in Section 78.751 of the Nevada Revised Statutes whether Indemnitee has
met the applicable standards of conduct which makes it permissible under
applicable law to indemnify Indemnitee. If a claim under Section 3 is not paid
in full by the Company within ninety (90) days after such written claim has been
received by the Company, the Indemnitee may at any time thereafter bring suit
against the Company to recover the unpaid amount of the claim and, unless such
action is dismissed by the court as frivolous or brought in bad faith, the
Indemnitee shall be entitled to be paid also the expense of prosecuting such
claim. The court in which such action is brought shall determine whether
Indemnitee or the Company shall have the burden of proof concerning whether
Indemnitee has or has not met the applicable standard of conduct. 




6.     ADVANCEMENT AND REPAYMENT OF
EXPENSES. 

Subject to Section 4 hereof, the Expenses incurred by
Indemnitee in defending and investigating any Proceeding shall be paid by the
Company in advance of the final disposition of such Proceeding within 30 days
after receiving from Indemnitee the copies of invoices presented to Indemnitee
for such Expenses, if Indemnitee shall provide an undertaking to the Company to
repay such amount to the extent it is ultimately determined that Indemnitee is
not entitled to indemnification. In determining whether or not to make an
advance hereunder, the ability of Indemnitee to repay shall not be a factor.
Notwithstanding the foregoing, in a proceeding brought by the Company directly,
in its own right (as distinguished from an action bought derivatively or by any
receiver or trustee), the Company shall not be required to make the advances
called for hereby if the Board of Directors determines, in its sole discretion,
that it does not appear that Indemnitee has met the standards of conduct which
make it permissible under applicable law to indemnify Indemnitee and the
advancement of Expenses would not be in the best interests of the Company and
its stockholders. 

7.     PARTIAL INDEMNIFICATION. 

If the Indemnitee is entitled under any provision of this
Agreement to indemnification or advancement by the Company of some or a portion
of any Expenses or liabilities of any type whatsoever (including, but not
limited to, judgments, fines, penalties, and amounts paid in settlement)
incurred by him in the investigation, defense, settlement or appeal of a
Proceeding, but is not entitled to indemnification or advancement of the total
amount thereof, the Company shall nevertheless indemnify or pay advancements to
the Indemnitee for the portion of such Expenses or liabilities to which the
Indemnitee is entitled.

8.     NOTICE TO COMPANY BY INDEMNITEE.


Indemnitee shall notify the Company in writing of any matter
with respect to which Indemnitee intends to seek indemnification hereunder as
soon as reasonably practicable following the receipt by Indemnitee of written
notice thereof; provided, however, that any delay in so notifying the Company
shall not constitute a waiver by Indemnitee of her rights hereunder. The written
notification to the Company shall be addressed to the Board of Directors and
shall include a description of the nature of the Proceeding and the facts
underlying the Proceeding and be accompanied by copies of any documents filed
with the court in which the Proceeding is pending. In addition, Indemnitee shall give the Company such
information and cooperation as it may reasonably require and as shall be within
Indemnitee’s power. 





9.     MAINTENANCE OF LIABILITY INSURANCE.


(a)     Subject to Section 4 hereof, the
Company hereby agrees that so long as Indemnitee shall continue to serve as a
director or officer of the Company and thereafter so long as Indemnitee shall be
subject to any possible Proceeding, the Company, subject to Section 9(b), shall
use reasonable commercial efforts to obtain and maintain in full force and
effect directors’ and officers’ liability insurance (“D&O Insurance”)
which provides Indemnitee the same rights and benefits as are accorded to the
most favorably insured of the Company’ directors, if Indemnitee is a director;
or of the Company’s officers, if Indemnitee is not a director of the Company but
is an officer. 

(b)     Notwithstanding the foregoing, the
Company shall have no obligation to obtain or maintain D&O Insurance if the
Company determines in good faith that such insurance is not reasonably
available, the premium costs for such insurance are disproportionate to the
amount of coverage provided, the coverage provided by such insurance is limited
by exclusions so as to provide an insufficient benefit, or the Indemnitee is
covered by similar insurance maintained by a subsidiary or parent of the
Company. 

(c)     If, at the time of the receipt of a
notice of a claim pursuant to Section 8 hereof, the Company has D&O
Insurance in effect, the Company shall give prompt notice of the commencement of
such Proceeding to the insurers in accordance with the procedures set forth in
the respective policies. The Company shall thereafter take all necessary or
desirable action to cause such insurers to pay, on behalf of the Indemnitee, all
amounts payable as a result of such Proceeding in accordance with the terms of
such policies.

10.    DEFENSE OF CLAIM. 

In the event that the Company shall be obligated under Section
6 hereof to pay the Expenses of any Proceeding against Indemnitee, the Company,
if appropriate, shall be entitled to assume the defense of such Proceeding, with
counsel approved by Indemnitee, which approval shall not be unreasonably
withheld, upon the 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, provided that (i) Indemnitee
shall have the right to employ counsel in any such Proceeding at Indemnitee’s
expense; and (ii) if (A) the employment of counsel by Indemnitee has been
previously authorized by the Company, or (B) Indemnitee shall have reasonably
concluded that there may be a conflict of interest between the Company and the
Indemnitee in the conduct of such defense or (C) the Company shall not, in fact,
have employed counsel to assume the defense of such Proceeding, then the fees
and expenses of Indemnitee’s counsel shall be at the expense of the Company.





11.    ATTORNEYS' FEES. 

In the event that Indemnitee or the Company institutes an
action to enforce or interpret any terms of this Agreement, the Company shall
reimburse Indemnitee for all of the Indemnitee’s reasonable fees and expenses in
bringing and pursuing such action or defense, unless as part of such action or
defense, a court of competent jurisdiction determines that the material
assertions made by Indemnitee as a basis for such action or defense were not
made in good faith or were frivolous. 

12.    CONTINUATION OF OBLIGATIONS. 

All agreements and obligations of the Company contained herein
shall continue during the period the Indemnitee is a director or officer of the
Company, or is or was serving at the request of the Company as a director,
officer, fiduciary, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, and shall continue thereafter so long as the
Indemnitee shall be subject to any possible proceeding by reason of the fact
that Indemnitee served in any capacity referred to herein. 

13.    SUCCESSORS AND ASSIGNS. 

This Agreement establishes contract rights that shall be
binding upon, and shall inure to the benefit of, the successors, assigns, heirs
and legal representatives of the parties hereto. 

14.    NON-EXCLUSIVITY. 

(a)     The provisions for indemnification
and advancement of expenses set forth in this Agreement shall not be deemed to
be exclusive of any other rights that the Indemnitee may have under any
provision of law, the Company’s Articles of Incorporation or Bylaws, the vote of
the Company’s stockholders or disinterested directors, other agreements or
otherwise, both as to action in the Indemnitee’s official capacity and action in
another capacity while occupying the Indemnitee’s position as a director or
officer of the Company. 

(b)     In the event of any changes, after
the date of this Agreement, in any applicable law, statute, or rule which expand
the right of a Nevada corporation to indemnify its officers and directors, the
Indemnitee's rights and the Company’s obligations under this Agreement shall be
expanded to the full extent permitted by such changes. In the event of any
changes in any applicable law, statute or rule, which narrow the right of a
Nevada corporation to indemnify a director or officer, such changes, to the
extent not otherwise required by such law, statute or rule to be applied to this
Agreement, shall have no effect on this Agreement or the parties’ rights and
obligations hereunder. 

15.    EFFECTIVENESS OF AGREEMENT. 

To the extent that the indemnification permitted under the
terms of certain provisions of this Agreement exceeds the scope of the
indemnification provided for in the Nevada Revised Statutes, such provisions shall not be effective unless and
until the Company’s Articles of Incorporation authorize such additional rights
of indemnification. In all other respects, the balance of this Agreement shall
be effective as of the date set forth on the first page and may apply to acts of
omissions of Indemnitee which occurred prior to such date if Indemnitee was an
officer, director, employee or other agent of the Company, 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, at the time
such act or omission occurred. 





16.    SEVERABILITY. 

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 court order, to perform its
obligations under this Agreement shall not constitute a breach of this
Agreement. The provisions of this Agreement shall be severable as provided in
this Section 16. If this Agreement or any portion hereof shall be invalidated on
any ground by any court of competent jurisdiction, then the Company shall
nevertheless indemnify Indemnitee to the full extent permitted by any applicable
portion of this Agreement that shall not have been invalidated, and the balance
of this Agreement not so invalidated shall be enforceable in accordance with its
terms. 

17.    GOVERNING LAW. 

This Agreement shall be interpreted and enforced in accordance
with the laws of the State of Nevada, without reference to its conflict of law
principals. To the extent permitted by applicable law, the parties hereby waive
any provisions of law which render any provision of this Agreement unenforceable
in any respect.

18.    NOTICE. 

All notices, requests, demands and other communications under
this Agreement shall be in writing and shall be deemed duly given (i) if
delivered by hand and receipted for by the party addressee or (ii) if mailed by
certified or registered mail with postage prepaid, on the third business day
after the mailing date. Addresses for notice to either party are as shown on the
signature page of this Agreement, or as subsequently modified by written notice.


19.    MUTUAL ACKNOWLEDGMENT. 

Both the Company and Indemnitee acknowledge that in certain
instances, federal law or applicable public policy may prohibit the Company from
indemnifying its directors and officers under this Agreement or otherwise.
Indemnitee understands and acknowledges that the Company has undertaken or may
be required in the future to undertake with the appropriate state or federal
regulatory agency to submit for approval any request for indemnification, and
has undertaken or may be required in the future to undertake with the Securities
and Exchange Commission 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. 




20.    COUNTERPARTS. 

This Agreement may be executed in one or more counterparts,
each of which shall constitute an original. 

21.    AMENDMENT AND TERMINATION. 

No amendment, modification, termination or cancellation of this
Agreement shall be effective unless in writing signed by both parties hereto.


[Signature Page Follows]




IN WITNESS WHEREOF, the parties have executed this Agreement as
of the day and year set forth above. 

	COMPANY: 	INDEMNITEE: 
	 
    	  
	NUTRASTAR INTERNATIONAL INC. 	  
	 
    	  
	 
    	  
	 
    	  
	By:   /s/ Robert Tick                           
     	By:     /s/ David Chong                          
    
	         Name: Robert Tick 	           David
      Chong 
	         Title: Chief Financial
      Officer 	  
	 
    	  
	Address: 4/F Yushan Plaza, 51 Yushan Road 	  
	                 
           Nangang District, Harbin China 150090