Exhibit 10.3


 


INDEMNITY AGREEMENT


 


THIS INDEMNITY AGREEMENT
(the “Indemnity”) is made as of the 29th day of March 2019 by and among, JOHN L. VILLANO, an individual
with an address at 59 Northford Road, Branford, Connecticut 06405 and JEFFREY C. VILLANO, an individual with an address
at 129 Catullo Drive, Guilford, Connecticut 06437 (the “Indemnitors”) and BANKWELL BANK, having an office
at 208 Elm Street, New Canaan, Connecticut 06840 (the “Lender”).


 


Background


 


SACHEM CAPITAL CORP.,
a New York corporation, having a mailing address of 23 Laurel Street, Branford, Connecticut 06405 (the “Borrower”)
is indebted to the Lender in the original principal amount of SEVEN HUNDRED NINETY FIVE THOUSAND AND 00/100 U.S. DOLLARS (U.S.
$795,000.00) (the “Loan”) as evidenced by that certain Mortgage Note in the amount of the Loan dated of
even date herewith made by Borrower in favor of Lender (as amended, restated, extended, supplemented or reconstituted from time
to time, together with any note or notes given in substitution or replacement thereof, collectively, the “Note”)
which Note is secured by, among other things, a first mortgage lien (as amended, restated, extended, supplemented or otherwise
modified from time to time, the “Mortgage”) on property known as 698 Main Street, Branford, Connecticut as more
particularly described in the Mortgage (the “Mortgaged Property”). The Note, the Commitment Letter and all other
documents evidencing or securing repayment of, or otherwise pertaining to and executed and delivered in connection with the Loan,
each as amended, restated, extended, supplemented or otherwise modified from time to time, are hereinafter collectively referred
to as the “Loan Documents”.


 


The Indemnitors
are members of or affiliates of Borrower, and will receive direct financial benefit by reason of the Loan.


 


Agreement


 


In consideration of
the Background which is incorporated by reference, and other good and valuable consideration, the receipt and sufficiency of which
are acknowledged, and the representations, covenants and warranties contained herein, the parties, intending to be bound legally,
agree as follows:


 


1.          Indemnity:
(a) For the entire term of the Loan, Indemnitors shall unconditionally, jointly and severally (if more than one), indemnify and
hold harmless Lender from and against, and reimburse Lender for, any and all actual claims, demands, liabilities, losses, damages,
judgments, penalties, reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees)
(collectively “Indemnified Losses”), which may be imposed upon, asserted against, or incurred or paid by Lender by
reason of, arising out of or attributable or relating to (collectively and inclusive of (i) through (xi) hereof) during
the term of the Loan:


 


i.            the
presence of hazardous waste or asbestos on the Mortgaged Property as set forth in a separate Hazardous Substance Indemnity Agreement
of even date herewith by and among Lender, Borrower and Indemnitors;


 


ii.           any
security deposits of tenants or collection of rents or other income received by the Borrower for more than thirty (30) days in
advance (or the then owner of the Mortgaged Property) and not turned over to the Lender upon foreclosure of the Lender’s
mortgage, sale pursuant to any power of sale, or the exercise by the Lender of its assignment of rents, but excluding security
deposits that have been applied by the Landlord as permitted under the applicable lease arising out of a tenant default or otherwise
returned to any tenant;


 




     


     


    

 


iii.          insurance
proceeds or condemnation awards received by Borrower (or the then owner of the Mortgaged Property) and not turned over to the Lender
or used to restore or repair the Mortgaged Property pursuant to the applicable provisions of the Mortgage or Loan Documents;


 


iv.          the
commission of actual physical waste to the Mortgaged Property caused or permitted by Borrower or any affiliate thereof;


 


v.           misappropriation
or misapplication of rents collected by Borrower as evidenced by the failure to make payments when due of the obligations or payments
of insurance premiums, property taxes or other operating or maintenance expenses related to the collateral for the Loan during
any period, prior to the appointment of a receiver or the foreclosure of the mortgage or acceptance by Lender of a deed in lieu
of foreclosure when total revenues collected by Borrower from the collateral are sufficient to pay such expenses, or the failure
to pay a portion of such expenses to the full extent of the total revenues collected by Borrower from the Mortgaged Property after
payment of debt service under the Note;


 


vi.          the
commission of any fraud or willful material misrepresentation by the Borrower or its representatives in connection with the obtaining
of the Loan or in the performance of Borrower’s obligations under the Loan Documents, which Borrower had knowledge of, in
connection with the Mortgaged Property, the documents executed in connection herewith or any aspect of this loan transaction including,
but not limited to, any willful material misrepresentation or willful material omission in any financial statement or tax return
delivered to Lender;


 


vii.          the
Mortgaged Property or any part thereof or interest therein shall be encumbered by a voluntary lien in violation of the terms of
the Loan Documents or resulting from the Borrower’s non-payment of real estate taxes and assessments when there was sufficient
income from the Mortgaged Property to pay such taxes and assessments derived from gross rents;


 


viii.         any
voluntary breach or violation of the due on sale provisions or transfer of Borrower’s ownership interest restrictions contained
in the Loan Documents; or the Mortgaged Property or any part thereof becoming an asset in (a) a voluntary bankruptcy filing or
insolvency proceeding of Borrower, (b) an involuntary filing or petition is made, under any federal, state or other bankruptcy,
insolvency, reorganization or other creditor-relief laws, against Borrower and Indemnitors if any of their managers or members
were, directly or indirectly, affiliated with the creditor who initiated such involuntary filing or, directly or indirectly, cooperated
or solicited such involuntary filing, or (c) Indemnitors and/or any relatives of any Indemnitors (collectively “Related
Party”) objects to a motion for relief from stay or injunction following a voluntary or involuntary bankruptcy or insolvency
proceeding;


 




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ix.          The
filing by or against the Borrower or any Indemnitor of any petition, relief, arrangement, reorganization, or the like under any
federal, state or other insolvency, bankruptcy, reorganization or other creditor-relief laws (“Bankruptcy Event”),
or an involuntary filing or petition is made, under any of such laws, against Borrower or any Indemnitor (and if such filing is
involuntary, the failure to have same dismissed or vacated within sixty (60) days from the date of filing), or the making of an
assignment for the benefit of creditors, or the appointment of a receiver (other than by application of Lender) for any part of
any of the Borrower’s or any Indemnitor’s properties or the admission in writing by the Borrower or any Indemnitor’s
of its inability to pay its debts as they become due;


 


x.            interference
by Borrower (which is frivolous in nature solely for the purpose of delay) with any foreclosure action commenced by Lender or with
any other enforcement of Lender’s rights, power or remedies under any of the Loan Documents during the continuance of an
Event of Default (as defined in such Loan Document); and


 


xi.           the
amendment of any lease on the Mortgaged Property which amendment is prohibited pursuant to the Assignment of Leases and Rents of
even date herewith and/or any Lease Subordination Non-Disturbance and Attornment Agreement executed as a part of this Loan.


 


2.          Subordination:
Subject to the other provisions hereof, Indemnitors agree that all indebtedness of Borrower to Indemnitors whether now existing
or hereafter contracted, whether direct or indirect, contingent or determined, as well as all rights, liens, claims and securities
existing or to exist in connection therewith or as security therefor, are declared, recognized and made subordinate to the Loan
and to all rights, titles, interest, liens, and claims of Lender hereunder. With respect to any such indebtedness of Borrower to
Indemnitors, Indemnitors further, subject to the terms of the Member Debt Subordination Agreement of even date herewith by and
among Indemnitors and Lender, agree to make no claim therefor until all obligations of Borrower to Lender shall have been discharged
in full, and Indemnitors further covenant and agree not to assign all or any part of such indebtedness while this Indemnity
remains in effect except upon prior notice to Lender and upon the condition that any such assignment or transfer shall expressly
be made subject to the terms of this Indemnity.


 


3.          No
Discharge by Modification: Indemnitors hereby agree that the liability of Indemnitors hereunder shall not in any way be
released, diminished, impaired, reduced or affected by:


 


a.           The
taking or accepting of any other security or guaranty for any or all of the Loan;


 


b.           Any
release, withdrawal, surrender, exchange, substitution, subordination, or loss of any security or other guaranty at any time existing
in connection with any or all of the Loan; any partial release of the liability of any other Indemnitors hereunder or under any
other instrument had, or to be had, in connection with, or as security for, the Loan, or the release from this Indemnity of any
one or more of the other Indemnitors, or the death, corporate dissolution, insolvency, bankruptcy, disability, or lack of authority
of Borrower, Indemnitors, or any other Indemnitors or any party at any time liable for the payment of any or all of the Loan, whether
now existing or hereafter occurring;


 


c.           Any
renewal, extension, modification, and/or rearrangement of the payment of any or all of the Loan, or the performance of any covenant
contained in any instrument had, or to be had, in connection with, or as security for, the Loan, either with or without notice
to, or consent of, such Indemnitors or any adjustment, indulgence, forbearance, or compromise that may be granted or given by Lender
to any party, including, but without limiting the generality of the foregoing, changes in the terms of disbursement of the loan
proceeds or repayment thereof, modifications, extensions or renewals of payment dates, releases of security in whole or in part,
changes in interest rate or times of payment thereof or the advancement of additional funds by Lender under the Commitment Letter,
the Note and/or Mortgage or for purposes related to the purposes set forth therein; or


 




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d.           Any
neglect, delay, omission, failure, or refusal of Lender to take or prosecute any action for the collection of any of the Loan or
to foreclose or take or prosecute any action in connection with any lien, right, or security existing or to exist in connection
with any lien, right, or security existing, or to exist, in connection with, or as security for, any of the Loan; or to take any
action hereunder; it being the intention hereof that Indemnitors shall remain liable under this instrument until the full amount
of the Loan, together with interest, and any other sums due or to become due upon or in connection with any of the same, shall
have been fully paid, performed, and observed by Borrower.


 


4.          Covenants
and Warranties: Indemnitors further hereby covenant, represent and warrant that:


 


a.           The
most recent financial statements heretofore delivered by, or on behalf of, Indemnitors to Lender are true and correct in all material
respects, and fairly present Indemnitors’ financial condition as of the respective dates thereof, and no material adverse
change has occurred in said financial condition reflected therein since the respective dates thereof;


 


b.           There
are no actions, suits or proceedings pending and Indemnitors have not received any written notice of any action, suit or proceeding
threatened against Indemnitors, which might result in any material adverse change in the financial condition of Indemnitors;


 


c.           Neither
execution or delivery of this Indemnity, nor compliance with the terms hereof, will conflict with or result in the breach of any
law or statute, or will constitute a breach or default under any agreement or instrument to which Indemnitors may be a party, or
result in the creation or imposition of any charge or lien upon any property or assets of the Indemnitors;


 


d.           Indemnitors
hereby agree to indemnify Lender against loss, cost, or expense by reason of the assertion by Indemnitors of any bad faith defense
to his obligations under the Note, Mortgage, or other Loan Documents, or hereunder, or the bad faith assertion by Indemnitors of
any defense to Indemnitors’ obligations hereunder based upon any action or inaction of the Borrower; and


 


e.           Indemnitors
agree that in the event that this Indemnity is placed in the hands of attorneys for enforcement as a result of a default hereunder,
Indemnitors will reimburse Lender for all expenses incurred, including attorneys’ fees.


 


5.          Notification
of Adverse Changes: Indemnitors shall promptly advise Lender in writing of:


 


a.           All
substantial actions, suits or proceedings pending or threatened in writing, at law or in equity, or before any federal, state,
municipal or other court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign,
involving the possibility of judgments, or penalties against Indemnitors which might result in a material adverse change in the
financial condition of Indemnitors; and


 


b.           Any
material adverse change in the financial condition of Indemnitors.


 




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6.          Indemnitors’
Obligations Independent: The obligations of Indemnitors hereunder are independent of the obligations of Borrower; a separate
action or actions may be brought against Indemnitors hereon, whether or not action is brought against Borrower or Borrower be joined
in any such action or actions. Indemnitors hereby waive the benefit of any statute of limitations affecting its liability hereunder
or the enforcement hereof.


 


7.          Waiver
of Defenses: Indemnitors hereby waive any right it may have to require Lender to:


 


a.           Proceed
against Borrower to recover upon any Loan hereby secured;


 


b.           Proceed
against or exhaust any security held from Borrower; or


 


c.           Pursue
any remedy in Lender’s power whatsoever. Indemnitors hereby waive any defense arising by reason of any disability or other
defense of Borrower or by reason of the cessation from any cause whatsoever of the liability of Borrower other than payment of
the Loan.


 


8.          Waiver
of Subrogation: Indemnitors agree that Indemnitors shall have no right of subrogation against Borrower or any other indemnitor
or guarantor of the Loan whatsoever with respect to the aforesaid Loan or to any monies due or unpaid thereon or any collateral
security for the same (unless and until Lender shall have received payment in full of all sums at any time secured by the Note,
the Mortgage and the other Loan Documents).


 


9.          No
Waiver: No failure on the part of Lender to pursue any remedy hereunder shall constitute a waiver on its part of the right
to pursue the remedy on the basis of the same or subsequent breach.


 


10.         Acceleration
Upon Default: Indemnitors acknowledge that the entire outstanding Loan may become immediately due and payable at the option
of Lender, pursuant to the Note, the Mortgage and/or the other Loan Documents, upon the occurrence of an Event of Default involving
Indemnitors and/or this Indemnity, as more particularly set forth in such Loan Documents.


 


11.         Enforcement:
This Indemnity may be enforced by Lender without first resorting to or exhausting any other security or collateral, or without
first having recourse to the Note, or to the personal liability of any maker or endorser thereof, or to the assets or estate of
Borrower or of any other party liable for the Note, or to any of the property covered by the Mortgage, or any other Loan Document,
through foreclosure proceedings or otherwise, or without first having recourse to any of the Loan Documents; provided, however,
that nothing herein contained shall prevent the Lender from suing on the Note or foreclosing the Mortgage or from exercising any
other rights hereunder or under any of the Loan Documents, and if such foreclosure or other remedy is availed of, only the net
proceeds therefrom, after deduction of all charges and expenses of every kind and nature whatsoever, shall be applied in reduction
of the amount due on the Note, the Mortgage and the other Loan Documents, and the Lender shall not be required to institute or
prosecute proceedings to recover any deficiency as a condition of payment hereunder or enforcement hereof. At any sale of the security
or collateral for the Loan or any part hereof whether by foreclosure or otherwise, Lender may at its discretion purchase all or
any part of such collateral so sold or offered for sale for its own account and may apply against the amount bid therefor the balance
due it pursuant to the terms of the Note, the Mortgage or any of the Loan Documents.


 




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12.         Successors
and Assigns: This Indemnity shall inure to the benefit of Lender and its successors and assigns and shall be binding upon
and enforceable against Indemnitors and his heirs, representatives, successors and assigns.


 


13.         Governing
Law: This Indemnity shall be governed by and construed in accordance with the laws of the State of Connecticut.


 


14.         WAIVER
OF JURY TRIAL: INDEMNITORS WAIVE A TRIAL BY JURY IN ANY ACTION WITH RESPECT TO THIS INDEMNITY AND AS TO ANY ISSUES ARISING
RELATING TO THIS INDEMNITY OR TO THE INSTRUMENTS SECURING THIS INDEMNITY. INDEMNITORS ACKNOWLEDGE THAT THIS WAIVER MAY DEPRIVE
INDEMNITORS OF AN IMPORTANT RIGHT, AND THAT SUCH WAIVER HAS BEEN KNOWINGLY AND VOLUNTARILY MADE.


 


15.         SERVICE
OF PROCESS. (a) INDEMNITORS, TO THE FULL EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH
AND UPON THE ADVICE OF COMPETENT COUNSEL, (i) SUBMITS TO PERSONAL JURISDICTION IN THE STATE IN WHICH THE MORTGAGED PROPERTY IS
LOCATED OVER ANY SUIT, ACTION OR PROCEEDING BY ANY PERSON ARISING FROM OR RELATING TO THE NOTE, THE MORTGAGE, THIS AGREEMENT OR
ANY OTHER OF THE LOAN DOCUMENTS, (ii) AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT
OF COMPETENT JURISDICTION OVER THE COUNTY IN WHICH THE MORTGAGED PROPERTY IS LOCATED, (iii) SUBMITS TO THE JURISDICTION OF SUCH
COURTS, AND, (iv) TO THE FULLEST EXTENT PERMITTED BY LAW, AGREES THAT IT WILL NOT BRING ANY ACTION, SUIT OR PROCEEDING IN ANY OTHER
FORUM.


 


b.           PREJUDGMENT
REMEDY WAIVER. THE INDEMNITORS ACKNOWLEDGE THAT IT HAS THE RIGHT UNDER SECTION 52-278a ET SEQ. OF THE CONNECTICUT
GENERAL STATUTES, SUBJECT TO CERTAIN LIMITATIONS, TO NOTICE OF AND HEARING ON THE RIGHT OF THE LENDER TO OBTAIN A PREJUDGMENT REMEDY,
SUCH AS ATTACHMENT, GARNISHMENT OR REPLEVIN, UPON COMMENCING ANY LITIGATION AGAINST THE INDEMNITORS.  NOTWITHSTANDING SUCH
RIGHT, THE INDEMNITORS HEREBY WAIVE ALL RIGHTS TO NOTICE, JUDICIAL HEARING OR PRIOR COURT ORDER TO WHICH IT MIGHT OTHERWISE HAVE
THE RIGHT UNDER SAID STATUTE OR UNDER ANY OTHER STATE OR FEDERAL STATUTE OR CONSTITUTION IN CONNECTION WITH THE OBTAINING BY THE
LENDER OF ANY PREJUDGMENT REMEDY IN CONNECTION WITH THIS AGREEMENT.  THE INDEMNITORS FURTHER CONSENT TO THE ISSUANCE OF ANY
PREJUDGMENT REMEDIES WITHOUT A BOND AND AGREES NOT TO REQUEST OR FILE MOTIONS SEEKING TO REQUIRE THE POSTING OF A BOND UNDER PUBLIC
ACT 93-431 IN CONNECTION WITH THE LENDER’S EXERCISE OF ANY PREJUDGMENT REMEDY.  THE INDEMNITORS ALSO WAIVE ANY AND ALL
OBJECTION WHICH IT MIGHT OTHERWISE ASSERT, NOW OR IN THE FUTURE, TO THE EXERCISE OR USE BY THE LENDER OF ANY RIGHT OF SETOFF, REPOSSESSION
OR SELF HELP AS MAY PRESENTLY EXIST UNDER STATUTE OR COMMON LAW, AND TO THE EXTENT PERMITTED BY LAW, THE BENEFITS OF ALL PRESENT
AND FUTURE VALUATION, APPRAISEMENT, HOMESTEAD, EXEMPTION, STAY, REDEMPTION AND MORATORIUM LAWS.


 




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16.         Notice:
All notices, demands, requests and other communications required hereunder shall be in writing and shall be deemed to have been
properly given if personally delivered or sent by a national overnight courier service for next business day delivery or by United
States certified or registered mail, return receipt requested, postage-prepaid, addressed to the party for whom it is intended
at its address hereinafter set forth:


 


If to Indemnitors:


John L. Villano


59 Northford Road


Branford, Connecticut
06405


 


Jeffrey C. Villano


129 Catullo Drive


Guilford, Connecticut
06437


 


with a copy to:


Sachem Capital Corp.


23 Laurel Street


Branford, Connecticut 06405


Attn: Peter Giannotti, Esq.


 


If to Lender:


Bankwell Bank


208 Elm Street


New Canaan, Connecticut
06840


Attn: Commercial Loan
Department


 


with a copy to:


Scott M. Gerard, Esq.


Shipman & Goodwin
LLP


300 Atlantic Street,
3rd Floor


Stamford, Connecticut
06901


 


Notice shall be deemed given upon receipt.
Any party may designate a change of address by written notice to the others given at least ten (10) days before such change of
address is to become effective.


 


17.         Miscellaneous:
Indemnitors hereby:


 


a.           Except
as expressly set forth in this instrument, waive diligence, presentment, protest, notice of protest, notice of dishonor, demand
for payment, or performance, notice of default or non-performance, extension of time of payment, notice of acceptance of this Indemnity,
nonpayment at maturity, and indulgences and notices of every kind, and consents to any and all forbearances and extensions of the
time of payment of the Note, the Mortgage or the other Loan Documents, and to any and all changes in the terms, covenants, and
conditions thereof hereafter made or granted and to any and all substitutions, exchanges, or releases of all or any part of the
collateral therefor; waives any right to cause a marshalling of Borrower’s assets or to cause Lender to proceed against any
other Indemnitor in any particular order; waives any right to require Lender to apply upon the Note or any Loan hereby guarantied
any funds or other property at any time received by or paid to or in the possession of Lender; it being the intention hereof that
Indemnitors shall remain liable hereunder until the terms, covenants, and conditions of the Note, the Mortgage, and all of the
other Loan Documents shall have been fully performed and observed by the Borrower, notwithstanding any act, omission, or thing
that might otherwise operate as a legal or equitable discharge of Indemnitors.


 




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b.           Agree
that if any term, covenant, or condition of this Indemnity, the Note, the Mortgage, or any of the other Loan Documents or the application
thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Indemnity, the
Note, the Mortgage, or such other Loan Documents or the application of such term, covenant, or condition to persons or circumstances
other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term, covenant, or condition
of this Indemnity, the Note, the Mortgage, and all other Loan Documents shall be valid and be enforced to the fullest extent permitted
by law.


 


c.           Agree
that should Borrower execute in favor of Lender any further security agreement, the exercise by Lender of any right conferred upon
it in such security agreement shall be wholly discretionary with Lender and such exercise of, or failure to exercise such right,
shall in no wise impair or diminish the obligations of Indemnitors hereunder. Lender may, without in any manner impairing or diminishing
the obligations of Indemnitors hereunder, elect to pursue any available remedy against Borrower, against any other party, or against
any security held by Lender, whether or not the exercise by Lender of any such remedy shall result in loss to Indemnitors of any
right of subrogation or right to proceed against Borrower for reimbursement.


 


d.           Agree
that in the event of any bankruptcy, reorganization, winding up, or similar proceedings with respect to Borrower, no limitation
on Borrower’s liability under the Note, the Mortgage, or any of the other Loan Documents that may now or hereafter be imposed
by any federal, state, or other statute, law, regulation, or judicial or administrative determination applicable to such proceedings
shall in any way limit the obligation hereunder of Indemnitors. In the event any payment by Borrower to Lender is held to constitute
a preference under the bankruptcy laws, or if for any other reason Lender is required to refund such payment or pay the amount
thereof to any other party, such payment by Lender to Borrower shall not constitute a release of Indemnitors from any liability
hereunder, and Indemnitors agree to pay such amount to Lender upon demand.


 


e.           Agree
that this Indemnity shall be continuing and of full force and effect until the Loan and all renewals or extensions thereof are
indefeasibly paid in full.


 


f.            Each
Indemnitor shall furnish to the Lender: (i) annually, a copy of his federal income tax return within thirty (30) days of the filing
due dates, as extended, and in the case of an extension such Indemnitor(s) shall provide Lender with copies of all filing extensions
promptly upon the filing thereof; (ii) annually, an updated personal financial statement, including any contingent liabilities,
signed and dated by Indemnitors and otherwise in form and substances reasonably satisfactory to Lender within one hundred twenty
(120) days after the Borrower’s fiscal year end; and (iii) any other information (financial or otherwise) reasonably requested
by Lender in form and substance reasonably acceptable to Lender within fifteen (15) days of such request.


 


REMAINDER OF PAGE INTENTIONALLY LEFT
BLANK


SIGNATURE PAGE FOLLOWS


 




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The Indemnitors have
executed this Indemnity Agreement on the date first above written.


 


	SIGNED, SEALED AND DELIVERED	 	INDEMNITORS:
	IN THE PRESENCE OF (AS TO ALL):	 	 
	 	 	 
	/s/ Lauren Grady 	 	/s/ John L. Villano 
	Name: Lauren Grady	 	John L. Villano, an individual
	 	 	 
	/s/ Peter Giannotti	 	/s/ Jeffrey C. Villano
	Name: Peter Giannotti	 	Jeffrey C. Villano, an individual


 


	STATE OF CONNECTICUT	)
	 	) ss:  Branford
	COUNTY OF NEW HAVEN	)







 


Before me, the
undersigned, this 29th day of March 2019, before me, the undersigned officer, personally appeared John L. Villano, signer and
sealer of the foregoing instrument and acknowledged the same to be his free act and deed, before me.


 


In Witness Whereof,
I hereunto set my hand.


 


	 	/s/ Peter Giannotti
	 	Peter Giannotti
	 	Commissioner of the Superior Court


 


	STATE OF CONNECTICUT	)
	 	) ss:  Branford
	COUNTY OF NEW HAVEN	)




 


Before me, the undersigned,
this 29th day of March 2019, before me, the undersigned officer, personally appeared Jeffrey C. Villano, signer and sealer of the
foregoing instrument and acknowledged the same to be his free act and deed, before me.


 


In Witness Whereof,
I hereunto set my hand.


 


	 	/s/ Peter Giannotti
	 	Peter Giannotti
	 	Commissioner of the Superior Court


 


[Signature
and Acknowledgement page to Indemnity Agreement]