Exhibit 10.1




 








 



 


 


 


 


 


 


INDEMNIFICATION AGREEMENT



 


by and between



 


China HGS Real Estate, Inc.,


 


and


 


[NAME],


as Indemnitee


 


 


 


	 	 	 
	 	Dated as of __, 2013	 
	 	 	 


 






    	 



    	 



    




 











TABLE OF CONTENTS


 








	 	Page
	ARTICLE 1 DEFINITIONS	2
	ARTICLE 2 INDEMNITY IN THIRD-PARTY PROCEEDINGS	4
	ARTICLE 3 INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY	5
	ARTICLE 4 INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL	5
	ARTICLE 5 INDEMNIFICATION FOR EXPENSES OF A WITNESS	6
	ARTICLE 6 ADDITIONAL INDEMNIFICATION RIGHTS	6
	ARTICLE 7 CONTRIBUTION IN THE EVENT OF JOINT LIABILITY	6
	ARTICLE 8 EXCLUSIONS	7
	ARTICLE 9 ADVANCES OF EXPENSES; SELECTION OF LAW FIRM	8
	ARTICLE 10 PROCEDURE FOR NOTIFICATION; DEFENSE OF CLAIM; SETTLEMENT	9
	ARTICLE 11 NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; PRIMACY OF INDEMNIFICATION; SUBROGATION	9
	ARTICLE 12 ENFORCEMENT AND BINDING EFFECT	11
	ARTICLE 13 MISCELLANEOUS	12













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INDEMNIFICATION AGREEMENT


 


This Indemnification
Agreement (this “Agreement”) is made as of ___, 2013, by and between China HGS Real Estate, Inc. (the
“Company”) and [NAME] (“Indemnitee”). Capitalized terms used herein and not otherwise
defined shall have the respective meanings set forth in Article 1.


 


WHEREAS, the Company desires to attract and
retain the services of highly-qualified individuals, such as Indemnitee, to serve the Company;


 


WHEREAS, in order to induce Indemnitee to
provide or continue to provide services to the Company, the Company wishes to provide for the indemnification of, and advancement
of expenses to, Indemnitee to the fullest extent permitted by law;


 


WHEREAS, the Company and Indemnitee further
recognize the substantial increase in corporate litigation in general, subjecting directors, officers, employees, agents and fiduciaries
to expensive litigation risks at the same time as the availability and scope of coverage of liability insurance provide increasing
challenges for the Company;


 


WHEREAS, the Company’s Amended and Restated
Articles of Incorporation (as the same may be amended and/or restated from time to time, the “Articles of Incorporation”)
and the By-Laws of the Company authorize the Company to indemnify its officers and directors, and Indemnitee may also be entitled
to indemnification pursuant to applicable provisions of the Florida Business Corporation Act (the “Act”). The
Articles of Incorporation, the By-Laws of the Company and the Act expressly provide that the indemnification provisions set forth
therein are not exclusive, and thereby contemplate that contracts providing for indemnification may be entered into between the
Company and members of the Board, executive officers and other key employees of the Company;


 


WHEREAS, this Agreement is a supplement to
and in furtherance of the Articles of Incorporation and By-Laws of the Company and any resolutions adopted pursuant thereto, and
shall not be deemed a substitute therefor or be used to diminish or abrogate any rights of Indemnitee thereunder (regardless of,
among other things, any amendment to or revocation of governing documents or any change in the composition of the Board or any
Corporate Transaction); and


 


WHEREAS, Indemnitee will serve or continue
to serve as a director, officer or key employee of the Company for so long as Indemnitee is duly elected or appointed or until
Indemnitee tenders his resignation or is otherwise terminated by the Company.


 


NOW, THEREFORE, in consideration of the promises
and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:


 






    	 



    	 



    

 





ARTICLE
1



DEFINITIONS


 


As used in this Agreement:


 


1.1.           
“Affiliate” shall have the meaning set forth in Rule 405 under the Securities Act of 1933, as amended
(as in effect on the date hereof).


 


1.2.           
“Agreement” shall have the meaning set forth in the preamble.


 


1.3.           
“Beneficial Owner” and “Beneficial Ownership” shall have the meaning set forth in
Rule 13d-3 under the Exchange Act (as in effect on the date hereof).


 


1.4.           
“Board” shall mean the Company’s Board of Directors.


 


1.5.           
“Articles of Incorporation” shall have the meaning set forth in the recitals.


 


1.6.           
 “Company” shall have the meaning set forth in the preamble and shall also include, in addition to the
resulting corporation or other entity, any constituent corporation (including, without limitation, any constituent of a constituent)
absorbed in a consolidation or merger that, if its separate existence had continued, would have had power and authority to indemnify
its directors, officers, employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions
of this Agreement with respect to the resulting or surviving corporation or other entity as Indemnitee would have with respect
to such constituent corporation if its separate existence had continued.


 


1.7.           
 “Corporate Status” shall describe the status as such of a person who is or was a director, officer,
trustee, general partner, managing member, fiduciary, employee or agent of the Company or of any other Enterprise which such person
is or was serving at the request of the Company.


 


1.8.           
 “Enterprise” shall mean the Company and any other corporation, constituent corporation (including, without
limitation, any constituent of a constituent) absorbed in a consolidation or merger to which the Company (or any of its wholly
owned Subsidiaries) is a party, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise
of which Indemnitee is or was serving at the request of the Company as a director, officer, trustee, general partner, managing
member, fiduciary, employee or agent.


 


1.9.           
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.


 






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1.10.       
“Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs,
fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery
service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending,
preparing to prosecute or defend, investigating, being or preparing to be a witness in, settling or negotiating for the settlement
of, responding to or objecting to a request to provide discovery in, or otherwise participating in, any Proceeding. Expenses also
shall include Expenses incurred in connection with any appeal resulting from any Proceeding, including, without limitation, the
premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent and
any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments
under this Agreement. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments,
fines or penalties against Indemnitee.


 


1.11.       
“Indemnitee” shall have the meaning set forth in the preamble.


 


1.12.       
 “Act” shall have the meaning set forth in the recitals.


 


1.13.       
“Person” shall have the meaning set forth in Sections 13(d) and 14(d) of the Exchange Act (as in effect
on the date hereof); provided, however, that the term “Person” shall exclude: (a) the Company; (b) any
Subsidiaries of the Company; and (c) any employee benefit plan of the Company or a Subsidiary of the Company or any trustee
or other fiduciary holding securities under an employee benefit plan of the Company or of a Subsidiary of the Company or of a corporation
or other entity owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company.


 


1.14.       
“Proceeding” shall include any threatened, pending or completed action, suit, arbitration, mediation,
alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed
proceeding, including, without limitation, any and all appeals, whether brought by or in the right of the Company or otherwise
and whether of a civil (including, without limitation, intentional or unintentional tort claims), criminal, administrative or investigative
nature, whether formal or informal, in which Indemnitee was, is, will or might be 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 or omission by Indemnitee,
or of any action or omission on Indemnitee’s part, while acting as a director or officer of the Company, or by reason of
the fact that Indemnitee is or was serving at the request of the Company as a director, officer, trustee, general partner, managing
member, fiduciary, employee or agent of any other Enterprise; in each case whether or not acting or serving in such capacity at
the time any liability or expense is incurred for which indemnification, reimbursement, or advancement of expenses can be provided
under this Agreement or Act 607.0850; including one pending on or before the date of this Agreement but excluding one initiated
by Indemnitee to enforce Indemnitee’s rights under this Agreement or Act 607.0850.


 






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1.15.       
“Subsidiary” with respect to any Person, shall mean any corporation or other entity of which a majority
of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by that Person.


 


1.16.       
“Voting Securities” shall mean any securities of the Company that vote generally in the election of directors
(or similar body).


 


1.17.       
References to “fines” shall include any excise tax or penalty assessed on Indemnitee with respect to
any employee benefit plan; references to “other enterprise” shall include employee benefit plans; references
to “serving at the request of the Company” shall include any service as a director, officer, employee, agent
or fiduciary of the Company which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary
with respect to an employee benefit plan, its participants or beneficiaries; and if Indemnitee acted in good faith and in a manner
Indemnitee reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan, Indemnitee
shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to
in this Agreement.


 


1.18.       
The phrase “to the fullest extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable
law” shall include, but not be limited to: (a) to the fullest extent authorized or permitted by the provision of the
Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to
or replacement of the Act, and (b) to the fullest extent authorized or permitted by any amendments to or replacements of the Act
adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.


 


ARTICLE
2



INDEMNITY IN THIRD-PARTY PROCEEDINGS


 


Subject to Article 8, the Company shall
indemnify Indemnitee in accordance with the provisions of this Article 2 if Indemnitee is, was or is threatened to be made,
a party to or a participant (as a witness or otherwise) in any Proceeding, other than a Proceeding by or in the right of the Company
to procure a judgment in its favor. Subject to Article 8, to the fullest extent not prohibited by (and not merely to the
extent affirmatively permitted by) applicable law, Indemnitee shall be indemnified against all Expenses, judgments, fines, penalties
and, subject to Section 10.3, amounts actually and reasonably paid in settlement by Indemnitee or on Indemnitee’s
behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner
Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding,
had no reasonable cause to believe that such conduct was unlawful.


 






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ARTICLE
3



INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY


 


Subject to Article 8, the Company shall
indemnify Indemnitee in accordance with the provisions of this Article 3 if Indemnitee is, was or is threatened to be made,
a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Subject to
Article 8, to the fullest extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable
law, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s
behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee is not liable pursuant to Act 607.0831
or other applicable provisions of the Act or if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to
be in or not opposed to the best interests of the Company. No indemnification for Expenses shall be made under this Article
3 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged (and not subject to further
appeal) by a court of competent jurisdiction to be liable to the Company, except to the extent that any court in which the Proceeding
was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of
the case, Indemnitee is fairly and reasonably entitled to indemnification.


 


ARTICLE
4



INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL


 


Notwithstanding any other provisions of this
Agreement, to the extent that Indemnitee is a party to (or a participant in) and is successful, on the merits or otherwise, in
any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall indemnify Indemnitee
against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. For
the avoidance of doubt, if Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise,
as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against
all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each resolved claim,
issue or matter, whether or not Indemnitee was wholly or partly successful; provided, that Indemnitee shall only be entitled
to indemnification for Expenses with respect to unsuccessful claims under this Article 4 to the extent Indemnitee is not
liable pursuant to Act 607.0831 or other applicable provisions of the Act or Indemnitee acted in good faith and in a manner Indemnitee
reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had
no reasonable cause to believe that such conduct was unlawful. For purposes of this Article 4 and without limitation, the
termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, or by settlement, shall
be deemed to be a successful result as to such claim, issue or matter.


 






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ARTICLE
5



INDEMNIFICATION FOR EXPENSES OF A WITNESS


 


Notwithstanding any other provision of this
Agreement, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness in any Proceeding to which
Indemnitee is not a party, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee
or on Indemnitee’s behalf in connection therewith.


 


ARTICLE
6



ADDITIONAL INDEMNIFICATION RIGHTS


 


Notwithstanding any limitations in Articles
2, 3 or 4, but subject to Article 8, the Company shall indemnify Indemnitee to the fullest extent
not prohibited by (and not merely to the extent affirmatively permitted by) law if Indemnitee is, was or is threatened to be made,
a party to or a participant in any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in
its favor) against all Expenses, judgments, fines, penalties and, subject to Section 10.3, amounts  paid in settlement
(including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments,
fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf
in connection with the Proceeding. No indemnity shall be available under this Article 6 on account of Indemnitee’s
conduct that constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission
not in good faith or that involves intentional misconduct or a knowing violation of the law.


 


ARTICLE
7



CONTRIBUTION IN THE EVENT OF JOINT LIABILITY


 


7.1.           
If the indemnification rights provided for in this Agreement are unavailable to Indemnitee in whole or in part for any reason
whatsoever, in respect of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such
Proceeding), the Company, in lieu of indemnifying Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee,
whether for judgments, liabilities, fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, without requiring
Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have
at any time against Indemnitee.


 


7.2.           
The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee
(or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted
against Indemnitee.


 






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7.3.           
 To the extent otherwise permitted herein, the Company hereby agrees to fully indemnify Indemnitee from any claims for contribution
which may be brought by officers, directors or employees of the Company (other than Indemnitee) who may be jointly liable with
Indemnitee.


 


ARTICLE
8



EXCLUSIONS


 


8.1.           
Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity,
contribution or advancement of Expenses in connection with any claim made against Indemnitee:


 


(a)                        
for which payment has actually been made to or on behalf of Indemnitee under any insurance policy of the Company or its
Subsidiaries or other indemnity provision of the Company or its Subsidiaries, except with respect to any excess beyond the amount
paid under any insurance policy, contract, agreement, other indemnity provision or otherwise; or


 


(b)                        
for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company
within the meaning of Section 16(b) of the Exchange Act (or any similar successor statute) or similar provisions of state
statutory law or common law; or


 


(c)                        
in connection with any Proceeding (or any part of any Proceeding) initiated or brought voluntarily by Indemnitee, including,
without limitation, any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors,
officers, employees or other indemnitees, other than a Proceeding initiated by Indemnitee to enforce its rights under this Agreement,
unless (i) the Board authorized the Proceeding (or any part of any Proceeding) or (ii) the Company provides the indemnification
payment, in its sole discretion, pursuant to the powers vested in the Company under applicable law; or


 


(d)                       
for the payment of amounts required to be reimbursed to the Company pursuant to Section 304 of the Sarbanes-Oxley Act of
2002, as amended, or any similar successor statute; or


 


(e)                        
for any payment to Indemnitee that is finally determined to be unlawful under the procedures and subject to the presumptions
of this Agreement.


 


The exclusion in Section 8.1(c) shall
not apply to counterclaims or affirmative defenses asserted by Indemnitee in an action brought against Indemnitee by any party
other than actions brought against Indemnitee by the Company
or its directors, officers, employees or other indemnitees.


 






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ARTICLE
9



ADVANCES OF EXPENSES; SELECTION OF LAW FIRM


 


9.1.           
Subject to Article 8, the Company shall, unless prohibited by applicable law, advance the Expenses incurred by or
on behalf of Indemnitee in connection with any Proceeding within ten business days after the receipt by the Company of a statement
or statements requesting such advances, together with a reasonably detailed written explanation of the basis therefor and an itemization
of legal fees and disbursements in reasonable detail, from time to time, whether prior to or after final disposition of any Proceeding.
Advances shall be unsecured and interest free. Indemnitee shall qualify for advances, to the fullest extent permitted by applicable
law, solely upon the execution and delivery to the Company of an undertaking providing that Indemnitee undertakes to repay the
advance to the extent that it is ultimately determined by final judicial decision of a court of competent jurisdiction from which
there is no further right to appeal that Indemnitee is not entitled to be indemnified by the Company under the provisions of this
Agreement. This Section 9.1 shall not apply to any claim made by Indemnitee for which an indemnification payment is
excluded pursuant to Article 8.


 


9.2.           
If the Company shall be obligated under Section 9.1 hereof to pay the Expenses of any Proceeding against Indemnitee,
then the Company shall be entitled to assume the defense of such Proceeding upon the delivery to Indemnitee of written notice of
its election to do so. If the Company elects to assume the defense of such Proceeding, then unless the plaintiff or plaintiffs
in such Proceeding include one or more Persons holding, together with his, her or its Affiliates, in the aggregate, a majority
of the combined voting power of the Company’s then outstanding Voting Securities, the Company shall assume such defense using
a single law firm selected by the Company representing Indemnitee and other present and former directors or officers of the Company.
The retention of such law firm by the Company shall be subject to prior written approval by Indemnitee, which approval shall not
be unreasonably withheld, delayed or conditioned. If the Company elects to assume the defense of such Proceeding and the plaintiff
or plaintiffs in such Proceeding include one or more Persons holding, together with his, her or its Affiliates, in the aggregate,
a majority of the combined voting power of the Company’s then outstanding Voting Securities, then the Company shall assume
such defense using a single law firm selected by Indemnitee and any other present or former directors or officers of the Company
who are parties to such Proceeding. After (x) in the case of retention of any such law firm selected by the Company, delivery of
the required notice to Indemnitee, approval of such law firm by Indemnitee and the retention of such law firm by the Company, or
(y) in the case of retention of any such law firm selected by Indemnitee, the completion of such retention, the Company will not
be liable to Indemnitee under this Agreement for any Expenses of any other law firm incurred by Indemnitee after the date that
such first law firm is retained by the Company with respect to the same Proceeding, provided, that in the case of retention
of any such law firm selected by the Company (a) Indemnitee shall have the right to retain a separate law firm in any such Proceeding
at Indemnitee’s sole expense; and (b) if (i) the retention of a law firm by Indemnitee has been previously authorized by
the Company, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between either (1) the Company
and Indemnitee or (2) Indemnitee and another present or former director or officer of the Company also represented by such law
firm in the conduct of any such defense, or (iii) the Company shall not, in fact, have retained a law firm to prosecute the defense
of such Proceeding within thirty days, then the reasonable Expenses of a single law firm retained by Indemnitee shall be at the
expense of the Company.


 






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ARTICLE
10



PROCEDURE FOR NOTIFICATION; DEFENSE OF CLAIM; SETTLEMENT


 


10.1.       
Indemnitee shall, as a condition precedent to Indemnitee’s right to be indemnified under this Agreement, give the
Company notice in writing promptly of any claim made against Indemnitee for which indemnification will or could be sought under
this Agreement, provided, however, that a delay in giving such notice shall not deprive Indemnitee of any right to
be indemnified under this Agreement unless, and then only to the extent that, such delay is materially prejudicial to the defense
of such claim. The omission or delay to notify the Company will not relieve the Company from any liability for indemnification
which it may have to Indemnitee otherwise than under this Agreement. The Secretary of the Company shall, promptly upon receipt
of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification.


 


10.2.       
The Company will be entitled to participate in the Proceeding at its own expense.


 


10.3.       
The Company shall have no obligation to indemnify Indemnitee under this Agreement for any amounts paid in settlement of
any claim effected without the Company’s prior written consent, provided the Company has not breached its obligations hereunder.
The Company shall not settle any claim, including, without limitation, any claim in which it takes the position that Indemnitee
is not entitled to indemnification in connection with such settlement, nor shall the Company settle any claim which would impose
any fine or any obligation on Indemnitee, without Indemnitee’s prior written consent. Neither the Company nor Indemnitee
shall unreasonably withhold, delay or condition their consent to any proposed settlement.


 


ARTICLE
11



NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; PRIMACY OF INDEMNIFICATION; SUBROGATION


 


11.1.       
The rights of Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee
may at any time be entitled under applicable law, the Articles of Incorporation, the Company’s By-Laws, any agreement, a
vote of stockholders, a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision
hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee
in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in applicable
law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded
currently under the Articles of Incorporation, the Company’s By-Laws or this Agreement, it is the intent of the parties hereto
that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred
is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition
to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other
right or remedy.


 






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11.2.       
The Act, the Articles of Incorporation and the Company’s By-Laws permit the Company to purchase and maintain insurance
or furnish similar protection or make other arrangements, including, but not limited to, providing a trust fund, letter of credit,
or surety bond (“Indemnification Arrangements”) on behalf of Indemnitee against any liability asserted against
Indemnitee or incurred by or on behalf of Indemnitee or in such capacity as a director, officer, employee or agent of the Company,
or arising out of Indemnitee’s status as such, whether or not the Company would have the power to indemnify Indemnitee against
such liability under the provisions of this Agreement or under the Act, as it may then be in effect. The purchase, establishment,
and maintenance of any such Indemnification Arrangement shall not in any way limit or affect the rights and obligations of the
Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement
by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party
or parties thereto under any such Indemnification Arrangement.


 


11.3.       
To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers,
trustees, partners, managing members, fiduciaries, employees, or agents of the Company or of any other Enterprise which such person
serves at the request of the Company, the Company shall cause Indemnitee to be covered by such policy or policies in accordance
with its or their terms to the maximum extent of the coverage available for any such director, officer, trustee, partner, managing
member, fiduciary, employee or agent under such policy or policies. If, at the time the Company receives notice from any source
of a Proceeding as to which Indemnitee is a party or a participant (as a witness or otherwise), the Company has director and officer
liability 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 Indemnitee, all amounts payable as a result of such Proceeding in accordance with the
terms of such policies.


 


11.4.       
In the event of any payment 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 reasonably required and take all action reasonably necessary
to secure such rights, including, without limitation, execution of such documents as are necessary to enable the Company to bring
suit to enforce such rights.


 






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11.5.       
The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (or
for which advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually received such payment
under any insurance policy, contract, agreement or otherwise.


 


11.6.       
The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request
of the Company as a director, officer, trustee, partner, managing member, fiduciary, employee or agent of any other Enterprise
shall be reduced by any amount Indemnitee has actually received as indemnification payments or advancement of Expenses from such
Enterprise. Notwithstanding any other provision of this Agreement to the contrary, (a) Indemnitee shall have no obligation
to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple
parties possessing such duties to Indemnitee prior to the Company’s satisfaction and performance of all its obligations under
this Agreement, and (b) the Company shall perform fully its obligations under this Agreement without regard to whether Indemnitee
holds, may pursue or has pursued any indemnification, advancement, contribution or insurance coverage rights against any person
or entity other than the Company.


 


ARTICLE
12



ENFORCEMENT AND BINDING EFFECT


 


12.1.       
The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on
it hereby in order to induce Indemnitee to serve or continue to serve as a director, officer or key employee of the Company, and
the Company acknowledges that Indemnitee is relying upon this Agreement in serving or continuing to serve as a director, officer
or key employee of the Company.


 


12.2.       
This Agreement shall be effective as of the date set forth on the first page and may apply to acts or 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, trustee, general partner, managing member, fiduciary, employee or agent of
any other Enterprise, at the time such act or omission occurred.


 


12.3.       
The Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be
inadequate, impracticable and difficult to prove, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly,
the parties hereto agree that Indemnitee may enforce this Agreement by seeking, among other things, injunctive relief and/or specific
performance hereof, without any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or
specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which he may be entitled.
The Company and Indemnitee further agree that Indemnitee shall be entitled to such specific performance and injunctive relief,
including, without limitation, temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity
of posting bonds or other undertaking in connection therewith.


 






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ARTICLE
13



MISCELLANEOUS


 


13.1.       
Successors and Assigns. This Agreement shall be binding upon the Company and its successors and assigns and shall
inure to the benefit of Indemnitee and Indemnitee’s assigns, heirs, executors and administrators. The Company shall require
and cause any successor (whether direct or indirect successor by purchase, merger, consolidation or otherwise) to all, substantially
all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory
to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company
would be required to perform if no such succession had taken place.


 


 


 


13.2.       
Section 409A. It is intended that any indemnification payment or advancement of Expenses
made hereunder shall be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and the guidance issued thereunder
(“Section 409A”) pursuant to Treasury Regulation Section 1.409A-1(b)(10). Notwithstanding the foregoing, if
any indemnification payment or advancement of Expenses made hereunder shall be determined to be “nonqualified deferred compensation”
within the meaning of Section 409A, then (i) the amount of the indemnification payment or advancement of Expenses during one taxable
year shall not affect the amount of the indemnification payments or advancement of Expenses during any other taxable year, (ii)
the indemnification payments or advancement of Expenses must be made on or before the last day of the Indemnitee’s taxable
year following the year in which the expense was incurred, and (iii) the right to indemnification payments or advancement of Expenses
hereunder is not subject to liquidation or exchange for another benefit. 


 


13.3.       
Severability. In the event that any provision of this Agreement is determined by a court to require the Company to
do or to fail to do an act which is in violation of applicable law, such provision (including, without limitation, any provision
within a single Article, Section, paragraph or sentence) shall be limited or modified in its application to the minimum extent
necessary to avoid a violation of law, and, as so limited or modified, such provision and the balance of this Agreement shall be
enforceable in accordance with their terms to the fullest extent permitted by law.


 






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13.4.       
Entire Agreement. Without limiting any of the rights of Indemnitee under the Articles of Incorporation or By-Laws
of the Company as they may be amended from time to time, this Agreement constitutes the entire agreement between the parties hereto
with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between
the parties hereto with respect to the subject matter hereof.


 


13.5.       
Modification, Waiver and Termination. No supplement, modification, termination, cancellation 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 be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing
waiver.


 


13.6.       
Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall
be deemed to have been duly given (a) if delivered by hand and receipted for by the party to whom said notice or other communication
shall have been directed, or (b) mailed by certified or registered mail with postage prepaid, on the third business day after
the date on which it is so mailed:


 








	 	(i)	If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide in writing to the Company.	 	 
	 	(ii)	If to the Company, to:	 	 
	 	 	 	 	 
	 	 	China HGS Real Estate, Inc.	 	 
	 	 	6 Xinghan Road, 19th Floor, Hanzhong City,	 	 
	 	 	Shaanxi Province, PRC 723000	 	 
	 	 	Attention: Xiaojun Zhu	 	 
	 	 	 	 	 
	 	 	with a copy to:	 	 
	 	 	 	 	 
	 	 	Loeb & Loeb Beijing Representative Office	 	 
	 	 	Suite 4301, Beijing Yintai Centre	 	 
	 	 	2 Jianguomenwai Dajie, Chaoyang District	 	 
	 	 	Beijing 100022, P.R. China	 	 
	 	 	Attention: Lawrence Venick	 	 







 











or to any other address as may have been furnished to Indemnitee
in writing by the Company.


 


13.7.       
Applicable Law. This Agreement and the legal relations among the parties shall be governed by, and construed and
enforced in accordance with, the laws of the State of Florida, without regard to its conflict of laws rules.


 


13.8.       
Identical Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes
be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed
by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.


 






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13.9.       
Headings. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed
to constitute part of this Agreement or to affect the construction thereof.


 


13.10.   
Representation by Counsel. Each of the parties has been represented by and has had an opportunity to consult legal
counsel in connection with the negotiation and execution of this Agreement. No provision of this Agreement shall be construed against
or interpreted to the disadvantage of any party by any court or arbitrator or any governmental authority by reason of such party
having drafted or being deemed to have drafted such provision.


 


13.11.   
Period of Limitations. No legal action shall be brought and no cause of action shall be asserted by or in the right
of the Company against Indemnitee, Indemnitee’s spouse, heirs, executors or personal or legal representatives after the expiration
of three years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished
and deemed released unless asserted by the timely filing of a legal action within such three-year period; provided, however,
that if any shorter period of limitations is otherwise applicable to any such cause of action such shorter period shall govern.


 


13.12.   
Additional Acts. If for the validation of any of the provisions in this Agreement any act, resolution, approval or
other procedure is required, the Company undertakes to cause such act, resolution, approval or other procedure to be affected or
adopted in a manner that will enable the Company to fulfill its obligations under this Agreement.


 


[Signature page follows]


 






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IN WITNESS WHEREOF, the parties hereto have
caused this Indemnification Agreement to be signed as of the day and year first above written.


 


 


 



 


	 	COMPANY:
	 	 
	 	China HGS Real Estate, Inc.
	 	 
	 	By: 	
	 	 	Name:
Title:



 



 


	 	INDEMNITEE:
	 	 
	 	By: 	
	 	 	Name:

                                                                    

                                                                   
Address:

	 	 	 
	 	 	 
	 	 	 
	 	 	 



 






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