Exhibit
10.1


 


STOCK
PURCHASE AGREEMENT 


 


This
Stock Purchase Agreement (this “Agreement”) is made and entered into as of October 12, 2021 by and between
(i) Reddington Partners LLC, a California limited liability company (the “Purchaser”),
and (ii) EKIMAS Corporation, a Delaware corporation (the “Company”).
The Purchaser and the Company are sometimes referred to herein individually as a “Party” and, collectively,
as the “Parties.”


 


RECITALS:


 


A.
The Company is authorized to issue 50,000,000 shares of Company’s common capital stock (the “Common Stock”),
and as of the date hereof: (i) 28,262,371 shares of the Common Stock are issued and outstanding; (ii) 151,379 shares of Common Stock
are in treasury or have been retired; and (iii) 450,000 shares of the Company Common Stock are reserved for grant pursuant to the Company’s
2017 Non-Qualified Equity Incentive Plan. The Purchaser desires to purchase and the Company desires to issue at the First Closing (defined
below), the remaining authorized and unissued shares of the Common Stock in the amount of 21,136,250 shares plus the shares of Common
Stock in treasury of 151,379.


 


B.
At the First Closing, certain stockholders of the Company (the “Principal Stockholders”) will enter into a
Voting Agreement in the form attached hereto as Exhibit A with the Purchaser, granting the Purchaser the right to vote the Principal
Stockholders’ 4,434,200 shares of Company Common Stock.


 


C.
Promptly following the First Closing, the Company shall effect a 50:1 reverse stock split, without reducing the number of authorized
shares (the “Reverse Split”). After the effectiveness of the reverse stock split, the Purchaser will purchase
at the Second Closing (defined below) an additional number of shares of Company Common Stock such that after the issuance thereof Reddington
shall own 90% of the total issued and outstanding shares of Common Stock.


 


D.
Certain capitalized terms used herein are defined in Article XII hereof.


 


NOW,
THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below,
and the representations, warranties, covenants and agreements contained in this Agreement, and intending to be legally bound hereby,
the Parties hereto agree as follows:


 


Article
I


PURCHASE
AND SALE


 


1.1
Purchase and Sale. At the First Closing, Purchaser will purchase from the Company 21,136,250 newly issued restricted shares of
Common Stock and 151, 379 shares of Common Stock in treasury (the “First Tranche Shares”). At the Second Closing,
the Purchaser will purchase an additional number shares of Company Common Stock, after giving effect to the Reverse Split (the “Second
Tranche Shares”; together with the First Tranche Shares, the “Shares”) such that after the
issuance thereof Reddington shal own 90% of the total issued and outstanding shares of Common Stock.


 


1.2
Purchase Price. The aggregate purchase price for the Shares (the “Purchase Price”) shall be $400,000.


 




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Article
II


CLOSINGS


 


2.1
First Closing. 


 


(a)
Subject to and conditional upon the satisfaction or waiver of the applicable Closing conditions, the consummation of the purchase and
sale of the First Tranche Shares (the “First Closing”) shall take place on the second Business Day after all
the applicable Closing conditions to this Agreement have been satisfied or waived at 10:00 am Los Angeles time, or at such other date,
time or place as the Purchaser and the Company may agree (the date and time at which the First Closing is actually held being the “First
Closing Date”). The Parties need not be physically present at the First Closing and may participate telephonically.


 


(b)
At the First Closing, the Purchaser shall pay the Company $200,000 of the Purchase Price. $100,000 of such amount shall be immediately
deposited into the Company’s Citizens Bank Account No. 1403508094 (the “Current Bank Account”) and used
solely by the Company to satisfy accrued and outstanding liabilities of the Company as of the First Closing Date. The authorized signatory
of the Current Bank Account (the “Authorized Signatory”) may not be changed after the First Closing until the
Second Closing, during which time period the Authorized Signatory shall have full and irrevocable authority to satisfy all such liabilities.
The Company shall provide the Purchaser one Business Day preceding the First Closing a schedule of the estimated liabilities to be paid,
indicating the payees, amounts and dates of payment, but such schedule shall not be conclusive but just a good faith estimate.


 


(c)
The $100,000 balance of the consideration for the First Tranche Shares shall be deposited into a second Company bank account at an institution
of the Purchaser’s choosing (the “New Bank Account”) with a signatory designated solely by the Purchaser
and be used for working capital purposes that include, but are not limited to, operating expenses, accounting, legal, transfer agent,
taxes, regulatory, proxy solicitation, distribution of proxy and information statements, and any other expenses necessary to maintain
listing of the Company on the OTC Pink tier and other necessary costs to maintain the operations of the Company as a shell company that
complies with all SEC, FINRA, OTC and other regulatory requirements, and to cover all expenses of the Company, the Purchaser, the Principal
Stockholders and the Representative associated with the consummation of the transactions contemplated by this Agreement and the Ancillary
Documents (the “Transactions”), including all legal, regulatory and accounting fees and related expenses (collectively,
the “Purchaser Expenses”). The Company shall commence paying Purchaser Expenses on the First Closing Date.


 


(d)
At the First Closing, the Purchaser shall also deposit the remainder of the Purchase Price (“Escrow Funds”)
into an escrow account (“Escrow”) with Sutter Seurities, as escrow agent (the “Escrow Agent”)
pursuant to the Escrow Agreement attached hereto as Exhibit B, to be released at the Second Closing or as otherwise provided
in this Agreement The Escrow Funds may not be released from Escrow without the signature of the Company (as controlled by Purchaser)
and the Michael Adams, as representative of the Principal Stockholders (the “Representative”).


 


(e)
In the event the funds retained in the Current Bank Account as of the First Closing Date are not sufficient to satisfy all liabilities
as of the First Closing Date, the Purchaser, Company and Representative shall cause Escrow Funds to be released and used to pay any such
remaining liabilities existing as of the First Closing, on or before the Second Closing which are not Purchaser Expenses, and any remaining
funds after payment of such liabilities shall be paid to the Company. Any Purchaser Expenses shall be paid solely by the Company through
the New Bank Account. For avoidance of doubt, any and all Purchaser Expenses and liabilities of the Company incurred after the First
Closing, shall not be satisfied with Escrow Funds or from the Current Account, but only from other Company sources including the New
Bank Account.


 




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2.2
Second Closing. 


 


(a)
Subject to and conditional upon the satisfaction or waiver of the applicable Closing conditions, the purchase and sale of the Second
Tranche Shares (the “Second Closing”; together with the First Closing, the “Closings”)
shall take place on the second Business Day after all the applicable Closing conditions to this Agreement have been satisfied or waived
at 10:00 a.m. Los Angeles time, or at such other date, time or place as the Purchaser and the Company may agree (the date and time at
which the Second Closing is actually held being the “Second Closing Date”; together with the First Closing
Date, the “Closing Dates”). The Parties need not be physically present at the Second Closing and may participate
telephonically.


 


(b)
At the Second Closing, the balance of funds in the Current Account and all Escrow Funds, after application in accordance with Section
2.1, shall be released from Escrow, combined and used solely for a special one-time cash distribution (the “Special Distribution”)
by the Company, through a paying agent reasonably satisfactory to the Purchaser, to only those Company shareholders of record as of the
date one day prior to the First Closing, net of any costs of associated with making the Special Distribution. Purchaser and its Affiliates
expressly waive any right to participate in the Special Distribution with respect to any Shares or otherwise. The Company, through the
New Bank Account, shall either promptly pay (or to the extent paid from any account other than the New Bank Account, reimburse into the
Current Account for inclusion in the Special Distribution) any outstanding Purchaser Expenses. The Authorized Signatory shall also cause
the Current Bank Account to be closed pursuant to a Board resolution to be provided by the Company, in a form satisfactory to the Purchaser.



 


Article
III


REPRESENTATIONS
AND WARRANTIES OF THE COMPANY


 


Except
as set forth in the disclosure schedules delivered by the Company to the Purchaser on the date hereof (the “the Company Disclosure
Schedules”), the Section numbers of which are numbered to correspond to the Section numbers of this Agreement to which
they refer the Company represents and warrants to the Purchaser, as of the date hereof and as of each Closing, as follows:


 


3.1
Organization and Standing. The Company is a corporation duly incorporated, validly existing and in good standing under
the state of Delaware. The Company has all requisite corporate power and authority to own, lease and operate its properties and to carry
on its business as now being conducted. The Company is duly qualified or licensed and in good standing to do business in each jurisdiction
in which the character of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification
or licensing necessary, except where such failure to be so qualified, would not reasonably be expected to have a Material Adverse Effect
on the Company. would not have a material adverse effect. The Company has heretofore made available to the Purchaser accurate and complete
copies of the Organizational Documents of the Company, as currently in effect. The Company is not in violation, in any material respect,
of any provision of its Organizational Documents.


 




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3.2
Authorization; Binding Agreement. The Company has all requisite corporate power and authority to execute and deliver this Agreement
and each Ancillary Document to which it is a party, to perform the Company’s obligations hereunder and thereunder and to consummate
the Transactions contemplated by the First Closing. The execution and delivery of this Agreement and each Ancillary Document to which
it is a party and the consummation of the Transactions contemplated by the First Closing (a) have been duly and validly authorized by
the board of directors of the Company, and (b) no other corporate proceedings, other than as set forth elsewhere in the Agreement, on
the part of the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which
it is a party or to consummate the Transactions contemplated by the First Closing. This Agreement has been, and each Ancillary Document
to which the Company is a party shall be when delivered, duly and validly executed and delivered by the Company and, assuming the due
authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes,
or when delivered shall constitute, the valid and binding obligation of the Company, enforceable against the Company in accordance with
its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium
laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute
of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy
of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability
Exceptions”).


 


3.3
Governmental Approvals. No Consent of or with any Governmental Authority, on the part of the Company is required to be
obtained or made in connection with the execution, delivery or performance by the Company of this Agreement and each Ancillary Document
to which it is a party or the consummation by the Company of the Transactions contemplated by the First Closing, other than (a) such
filings as contemplated by this Agreement, (b) any filings required with FINRA or the SEC with respect to the Transactions, (c) applicable
requirements, if any, of the Securities Act, the Exchange Act, and/ or any state “blue sky” securities Laws, and the rules
and regulations thereunder, and (d) where the failure to obtain or make such Consents or to make such filings or notifications, would
not reasonably be expected to have a Material Adverse Effect on the Company.


 


3.4
Non-Contravention. The execution and delivery by the Company of this Agreement and each Ancillary Document to which it
is a party, the consummation by the Company of the Transactions contemplated by the First Closing, and compliance by the Company with
any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company’s Organizational Documents,
(b) subject to obtaining the Consents from Governmental Authorities referred to in Section 3.3 hereof, and the waiting periods
referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate
any Law, Order or Consent applicable to the Company or any of its properties or assets, or (c) (i) violate, conflict with or result in
a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii)
result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Company
under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation
under, (vii) result in the creation of any Lien upon any of the properties or assets of the Company under, (viii) give rise to any obligation
to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise
any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate
or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any the Company Material
Contract, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not reasonably be expected to have a
Material Adverse Effect on the Company.


 


3.5
Capitalization


 


(a)
The Company is authorized to issue 50,000,000 shares of the Company Common Stock. The issued and outstanding shares of the Company Common
Stock as of the date of this Agreement are set forth on Schedule 3.5(a). All outstanding shares of Company Common Stock are duly
authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, right of
first refusal, preemptive right, subscription right or any similar right under any provision under the Delaware General Corporation Law,
as then applicable, the Company Charter or any Contract to which the Company is a party. None of the outstanding Company Common Stock
has been issued in violation of any applicable securities Laws. The Company has no Subsidiaries.


 




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(b)
There are no (i) outstanding options, warrants, puts, calls, convertible securities, preemptive or similar rights, (ii) bonds, debentures,
notes or other Indebtedness having general voting rights or that are convertible or exchangeable into securities having such rights or
(iii) subscriptions or other rights, agreements, arrangements, Contracts or commitments of any character (other than this Agreement and
the Ancillary Documents), (A) relating to the issued or unissued shares of the Company or (B) obligating the Company to issue, transfer,
deliver or sell or cause to be issued, transferred, delivered, sold or repurchased any options or shares or securities convertible into
or exchangeable for such shares, or (C) obligating the Company to grant, extend or enter into any such option, warrant, call, subscription
or other right, agreement, arrangement or commitment for such capital shares. There are no outstanding obligations of the Company to
repurchase, redeem or otherwise acquire any shares of the Company or to provide funds to make any investment (in the form of a loan,
capital contribution or otherwise) in any Person. There are no shareholders agreements, voting trusts or other agreements or understandings
to which the Company is a party with respect to the voting of any shares of the Company.


 


3.6
Indebtedness. Except as otherwise set forth in the balance sheet of the Company, dated October 11, 2021 (the “Closing
Date Balance Sheet”), immediately prior to the Closing, the Purchaser will not have any Indebtedness.


 


3.7
SEC Filings and Company Financials


 


(a)
The Company, since January 1, 2018, has filed all forms, reports, schedules, statements, registration statements, prospectuses and other
documents required to be filed or furnished by the Company with the SEC under the Securities Act and/or the Exchange Act, together with
any amendments, restatements or supplements thereto, and will file all such forms, reports, schedules, statements and other documents
required to be filed subsequent to the date of this Agreement (the “SEC Reports”). The SEC Reports (x) were
prepared in all material respects in accordance with the requirements of the Securities Act and the Exchange Act, as the case may be,
and the rules and regulations thereunder and (y) did not, as of their respective effective dates (in the case of SEC Reports that are
registration statements filed pursuant to the requirements of the Securities Act) and at the time they were filed with the SEC (in the
case of all other SEC Reports) contain any untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not
misleading. 


 


(b)
The financial statements and notes contained or incorporated by reference in the SEC Reports (the “Company Financials”),
fairly present in all material respects the financial position and the results of operations, changes in shareholders’ equity,
and cash flows of the Company at the respective dates of and for the periods referred to in such financial statements, all in accordance
with (i) GAAP methodologies applied on a consistent basis throughout the periods involved and (ii) Regulation S-X or Regulation S-K,
as applicable (except as may be indicated in the notes thereto and for the omission of notes and audit adjustments in the case of unaudited
quarterly financial statements to the extent permitted by Regulation S-X or Regulation S-K, as applicable).


 


(c)
Except as and to the extent reflected or reserved against in the Company Financials, the Company has not incurred any Liabilities or
obligations of the type required to be reflected on a balance sheet in accordance with GAAP that is not adequately reflected or reserved
on or provided for in the Company Financials, other than Liabilities of the type required to be reflected on a balance sheet in accordance
with GAAP that have been incurred since the Company’s formation in the ordinary course of business.


 




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3.8
Shell Company. The Company is a shell company and except as otherwise shown on the Closing Date Balance Sheet, has (a) no assets
or liabilities as of the Closing Date, (b) other than as described on Schedule 3.8, since May 12, 2015, conducted no business other than
the public offering of its securities (and the related private offerings), public reporting and related activities.


 


3.9
Compliance with Laws. The Company is, and has since January 1, 2018, been, in compliance in all material respects with all Laws
applicable to it and the conduct of its business except for such noncompliance which would not reasonably be expected to have a Material
Adverse Effect on the Company, and the Company has not received since January 1, 2018, written notice alleging any violation of applicable
Law in any material respect by the Company.


 


3.10
Actions; Orders; Permits. There is no pending or, to the Knowledge of the Company, threatened material Action to which
the Company is subject which would reasonably be expected to have a Material Adverse Effect on the Company. There is no material Action
that the Company has pending against any other Person. The Company is not subject to any material Orders of any Governmental Authority,
nor are any such Orders pending. The Company holds all material Permits necessary to lawfully conduct its business as presently conducted,
and to own, lease and operate its assets and properties, all of which are in full force and effect, except where the failure to hold
such Consent or for such Consent to be in full force and effect would not reasonably be expected to have a Material Adverse Effect on
the Company.


 


3.11
Taxes and Returns.


 


(a)
The Company has or will have timely filed, or caused to be timely filed, all material Tax Returns required to be filed by it for the
tax years 2017 and later, which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected
or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such
Taxes for which adequate reserves in the Company Financials have been established in accordance with GAAP. There are no audits, examinations,
investigations or other proceedings pending against the Company in respect of any Tax, and the Company has not been notified in writing
of any proposed Tax claims or assessments against the Company (other than, in each case, claims or assessments for which adequate reserves
in the Company Financials have been established in accordance with GAAP or are immaterial in amount). There are no Liens with respect
to any Taxes upon any of the Company’s assets, other than Permitted Liens. The Company has no outstanding waivers or extensions
of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by the Company for
any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return.


 


(b)
Since January 1, 2018, the Company has not (i) changed any Tax accounting methods, policies or procedures except as required by a change
in Law, (ii) made, revoked, or amended any material Tax election, (iii) filed any amended Tax Returns or claim for refund or (iv) entered
into any closing agreement affecting or otherwise settled or compromised any material Tax Liability or refund.


 




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3.12
Employees and Employee Benefit Plans. The Company does not (a) have any paid employees or (b) maintain, sponsor, contribute to
or otherwise have any Liability under, any Benefit Plans.


 


3.13
Properties. The Company does not own, license or otherwise have any right, title or interest in any material Intellectual
Property. The Company does not own or lease any material real property or Personal Property.


 


3.14
Material Contracts. Except as set forth on Schedule 3.14, other than this Agreement and the Ancillary Documents,
there are no Contracts to which the Company is a party or by which any of its properties or assets may be bound, subject or affected,
which (i) creates or imposes a Liability greater than $1,000, (ii) may not be cancelled by the Company on less than sixty (60) days’
prior notice without payment of a material penalty or termination fee or (iii) prohibits, prevents, restricts or impairs in any material
respect any business practice of the Company as its business is currently conducted, any acquisition of material property by the Company,
or restricts in any material respect the ability of the Company from engaging in business as currently conducted by it or from competing
with any other Person (each, a “Company Material Contract”). All Company Material Contracts have been filed
as exhibits to the SEC Reports.


 


3.15
Transactions with Affiliates. Except as set forth on Schedule 3.15, there are no material contracts or arrangements that are in
existence as of the date of this Agreement under which there are any existing or future Liabilities or obligations between the Company
and any (a) present or former director, officer or employee or Affiliate of the Company, or any immediate family member of any of the
foregoing, or (b) record or beneficial owner of more than five percent (5%) of the Company’s outstanding capital stock as of the
date hereof.


 


3.16
Finders and Brokers. Except as set forth on Schedule 3.16, no broker, finder or investment banker is entitled to any brokerage,
finder’s or other fee or commission from the Company, the Company or any of their respective Affiliates in connection with the
Transactions based upon arrangements made by or on behalf of the Company.


 


3.17
Ownership of Shares. All Shares to be issued and delivered to the Purchaser at the First Closing as in accordance with Article
I shall be, upon issuance and delivery of such Company Common Stock, fully paid and non-assessable, free and clear of all Liens,
other than restrictions arising from applicable securities Laws and any Liens incurred by the Company, and the issuance and sale of such
Company Common Stock pursuant hereto will not be subject to or give rise to any preemptive rights or rights of first refusal.


 


3.18
Independent Investigation. Purchaser acknowledges and agrees that in making its determination to proceed to acquire the
Shares and to procced with the Transactions contemplated by this Agreement it has conducted to its satisfaction an independent investigation
of the financial condition, results of operations, assets, liabilities, obligations, properties and projected operations of the Company,
and Purchaser has relied solely on the results of its own independent investigation and the representations and warranties of the Company
and the Principal Stockholders expressly and specifically set forth in Articles IV (collectively, the “Express Representations”).
The Express Representations constitute the sole and exclusive representations and warranties of or regarding the Company made to Purchaser
in connection with the Transactions contemplated hereby, and on which Purchaser is relying to consummate the transactions, and Purchaser
understands, acknowledges and agrees that all other representations and warranties of any kind or nature expressed or implied (including
any relating to the future or historical financial condition, results of operations, assets or liabilities of the Company or the quality,
quantity or condition of the Company) whether in writing, orally or otherwise, affirmatively or implied by omission, made by or on behalf
of or imputed to the Company or its representatives or any of their Affiliates or agents are specifically disclaimed by the Company.
Accordingly, Purchaser expressly disclaims reliance on any extra contractual representations or omissions of any kind or nature outside
of the Express Representations in connection with the negotiation, execution or performance of this Agreement or any Ancillary Agreements.


 




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Article
IV


REPRESENTATIONS
AND WARRANTIES OF THE PURCHASER


 


Except
as set forth in the disclosure schedules delivered by the Purchaser to the Company on the date hereof (the “Purchaser Disclosure
Schedules”), the Section numbers of which are numbered to correspond to the Section numbers of this Agreement to which
they refer, the Purchaser hereby represents and warrants to the Company, as of the date hereof and as of each Closing, as follows:


 


4.1
Organization and Standing. The Purchaser is a California limited liability company and has all requisite corporate power and authority
to own, lease and operate its properties and to carry on its business as now being conducted. The Purchaser has heretofore made available
to the Company accurate and complete copies of the Organizational Documents of the Purchaser, as currently in effect. The Purchaser is
not in violation of any provision of its Organizational Documents.


 


4.2
Authorization; Binding Agreement. The Purchaser has all requisite corporate power and authority to execute and deliver this Agreement
and each Ancillary Document to which it is or is required to be a party, to perform the Purchaser’s obligations hereunder and thereunder
and to consummate the Transactions. This Agreement has been, and each Ancillary Document to which the Purchaser is a party shall be when
delivered, duly and validly executed and delivered by the Purchaser and, assuming the due authorization, execution and delivery of this
Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the
valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except to the extent that
enforceability thereof may be limited by the Enforceability Exceptions.


 


4.3
Subsidiaries. The Purchaser does not own, of record or beneficially, or control any direct or indirect equity or other interest,
or any right (contingent or otherwise) to acquire the same, in any corporation, partnership, limited liability company, joint venture,
association or other entity.


 


4.4
Governmental Approvals. No Consent of or with any Governmental Authority on the part of the Purchaser is required to be obtained
or made in connection with the execution, delivery or performance by the Purchaser of this Agreement or any Ancillary Documents or the
consummation by the Purchaser of the Transactions other than such filings as are expressly contemplated by this Agreement and (b) pursuant
to Antitrust Laws.


 


4.5
Non-Contravention. The execution and delivery by the Purchaser of this Agreement and each Ancillary Document to which the Purchaser
is a party or otherwise bound, and the consummation by the Purchaser of the Transactions and compliance by the Purchaser with any of
the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Purchaser’s Organizational Documents,
(b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.4 hereof, the waiting periods referred
to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any
Law, Order or Consent applicable to the Purchaser or any of its properties or assets, or (c) (i) violate, conflict with or result in
a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii)
result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Purchaser
under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation
under, (vii) result in the creation of any Lien upon any of the properties or assets of the Purchaser under, (viii) give rise to any
obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default,
exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel,
terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any material contract
of the Purchaser.


 




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4.6
Litigation. There is no (a) Action of any nature pending or, to the Purchaser’s Knowledge, threatened, nor is there any
reasonable basis for any Action to be made (and no such Action has been brought or, to the Purchaser’s Knowledge, threatened);
or (b) Order pending now or rendered by a Governmental Authority, in either case of (a) or (b) by or against the Purchaser, its members,
its business, equity securities or assets.


 


4.7
No Brokers. The Company has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders’
fees or agents’ commissions or charges or any similar charges in connection with this Agreement or any Transactions.


 


4.8
Investment Representations. The Purchaser understands that the Shares have not been and will not be registered under the Securities
Act, or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they
are subsequently registered under the Securities Act and under applicable securities laws of certain states or unless an exemption from
such registration is available. The Purchaser understands that the Shares are “restricted securities” under applicable U.S.
federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered
with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available.
The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares for resale. The Purchaser further acknowledges
that (a) there is no assurance that any exemption from registration or qualification will be available, and (b) if an exemption from
registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and
manner of sale, the holding period for the Shares, and on requirements relating to the Shares which are outside of the Purchaser’s
control (including without limitation any current public information requirements of Rule 144 promulgated under the Securities Act or
any similar or successor rule or regulation), and which the Company is under no obligation and may not be able to satisfy, and therefore
that there is no assurance that any such exemption will allow the Purchaser to dispose of, or otherwise transfer, all or any portion
of the Shares.


 


4.9
Legends. The Purchase understands that the Shares and any securities issued in respect of or exchange for the Securities, may
bear one or all of the following legends:


 


(a)
“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE
BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SALE, TRANSFER, ASSIGNMENT,
PLEDGE OR HYPOTHOCATION OF SUCH SECURITIES MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION
OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT, PLEDGE OR HYPOTHOCATION IS EXEMPT FROM
THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE SECURITIES ACT OF 1933, AS AMENDED.”


 


(b)
Any legend required by the securities laws of any state to the extent such laws are applicable to the Shares represented by the certificate
so legended.


 


4.10
Accredited Investor. The Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities
Act.


 




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Article
V


COVENANTS


 


5.1
Access and Information. The Company shall give, and shall direct its Representatives to give, the Purchaser and its Representatives,
at reasonable times during normal business hours and upon reasonable intervals and notice, access to all offices and other facilities
and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information
(including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to
the Company, as the Purchaser or its Representatives may reasonably request regarding the Company, and its businesses, assets, Liabilities,
financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements,
including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed
with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’
work papers (subject to the consent or any other conditions required by such accountants, if any)) and to reasonably cooperate with the
Purchaser and its Representatives in their investigation; provided, however, that the Purchaser and its Representatives shall conduct
any such activities in such a manner as not to unreasonably interfere with the business or operations of the Company.


 


5.2
No Solicitation.


 


(a)
For purposes of this Agreement, (i) an “Acquisition Proposal” means any inquiry, proposal or offer, or any
indication of interest in making an offer or proposal, from any Person or group at any time relating to an Alternative Transaction, and
(ii) an “Alternative Transaction” means a transaction (other than the Transactions) concerning the sale of
(x) all or any material part of the business or assets of the Company (other than in the ordinary course of business consistent with
past practice) or (y) any of the shares or other equity interests or profits of the Company, in any case, whether such transaction takes
the form of a sale of shares or other equity, assets, merger, consolidation, issuance of debt securities, management Contract, joint
venture or partnership, or otherwise.


 


(b)
In order to induce the other Parties to continue to commit to expend management time and financial resources in furtherance of the Transactions,
the Company shall not, and shall cause its Representatives to not, without the prior written consent of the Purchaser, directly or indirectly,
(i) solicit, assist, initiate or facilitate the making, submission or announcement of, or intentionally encourage, any Acquisition Proposal,
(ii) furnish any non-public information regarding the Company or its Affiliates or their respective businesses, operations, assets, Liabilities,
financial condition, prospects or employees to any Person or group (other than a Party to this Agreement or their respective Representatives)
in connection with or in response to an Acquisition Proposal, (iii) engage or participate in discussions or negotiations with any Person
or group with respect to, or that could be expected to lead to, an Acquisition Proposal, (iv) approve, endorse or recommend, or publicly
propose to approve, endorse or recommend, any Acquisition Proposal, (v) negotiate or enter into any letter of intent, agreement in principle,
acquisition agreement or other similar agreement related to any Acquisition Proposal, or (vi) release any third Person from, or waive
any provision of, any confidentiality agreement to which the Company is a party.


 


(c)
The Company shall notify the Purchaser as promptly as practicable (and in any event within 48 hours) orally and in writing of the receipt
by the Company or any of its Representatives of (i) any bona fide inquiries, proposals or offers, requests for information or requests
for discussions or negotiations regarding or constituting any Acquisition Proposal or any bona fide inquiries, proposals or offers, requests
for information or requests for discussions or negotiations that could be expected to result in an Acquisition Proposal, and (ii) any
request for non-public information relating to the Company or its Affiliates, specifying in each case, the material terms and conditions
thereof (including a copy thereof if in writing or a written summary thereof if oral) and the identity of the party making such inquiry,
proposal, offer or request for information. The Company shall keep the Purchaser promptly informed of the status of any such inquiries,
proposals, offers or requests for information. The Company shall, and shall cause its Representatives to, immediately cease and cause
to be terminated any solicitations, discussions or negotiations with any Person with respect to any Acquisition Proposal and shall, and
shall direct its Representatives to, cease and terminate any such solicitations, discussions or negotiations.


 




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5.3
Notification of Certain Matters. Each of the Parties shall give prompt notice to the other Parties if such Party or its Affiliates:
(a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates hereunder
in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority)
alleging (i) that the Consent of such third party is or may be required in connection with the Transactions or (ii) any non-compliance
with any Law by such Party or its Affiliates; (c) receives any notice or other communication from any Governmental Authority in connection
with the Transactions; (d) discovers any fact or circumstance that, or becomes aware of the occurrence or non-occurrence of any event
the occurrence or non-occurrence of which, would reasonably be expected to cause or result in any of the conditions to set forth in Article
VII not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement
or threat, in writing, of any Action against such Party or any of its Affiliates, or any of their respective properties or assets, or,
to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party
or of its Affiliates with respect to the consummation of the Transactions. No such notice shall constitute an acknowledgement or admission
by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining
whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.


 


5.4
Further Assurances. The Parties hereto shall further cooperate with each other and use their respective commercially reasonable
efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on their part
under this Agreement and applicable Laws to consummate the Transactions as soon as reasonably practicable, including preparing and filing
as soon as practicable all documentation to effect all necessary notices, reports and other filings. In addition to the foregoing, from
and after the date of the First Closing, and until the full consummation of the Second Closing and the full payment of the Special Distribution
has been effectuated, the Purchaser and the Company shall, and the Purchaser shall, and as the controlling shareholder of the Company,
cause the Company:


 


(a)
to be operated in the ordinary course of business and not to incur any material obligation, liability or Indebtedness, including Indebtedness
convertible into capital stick, to enter into any contractual obligations, other than Expenses or in connection with the Transactions;


 


(b)
to promptly effectuate the Reverse Split and to take all actions necessary or advisable in connection therewith, including voting all
acquired Shares in favor of the Reverse Split and all resolutions and actions necessary to consummate the Transactions;


 


(c)
to satisfy all liabilities of the Company as of the First Closing Date as contemplated in this Agreement and to pay all Purchaser Expenses,
as they are incurred;


 


(d)
other than the Reverse Split or as necessary in connection with the acquisition of the Second Tranche Shares as part of the Transactions,
not to issue, sell, transfer or redeem any shares of capital stock of the Company, warrants, options, or instruments convertible into
shares of capital stock, or not to attempt to effectuate any other changes in the capitalization of the Company; and


 




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(e)
not to enter into any agreement with respect to or effectuate (i) any merger of the Company with any other Person, (ii) any sale of assets
of the Company, or (iii) any secondary sale or transfer of the Shares or other shares of Company capital stock. 


 


5.5
Public Announcements and Filings.


 


(a)
The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within
four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press
Release”). 


 


(b)
Promptly after the issuance of the Signing Press Release, the Company shall file a current report on Form 8-K (the “8-K”)
with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Purchaser shall
review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the
Company reviewing, commenting upon and approving such 8-K in any event no later than the third (3rd) Business Day after the execution
of this Agreement). 


 


(c)
The Parties shall mutually agree upon and, as promptly as practicable after the First Closing (but in any event within four (4) Business
Days thereafter), issue a press release announcing the consummation of the Transactions (the “First Closing Press Release”).
Promptly after the issuance of the First Closing Press Release, the Company shall file a current report on Form 8-K (the
“First Closing Filing”) with the First Closing Press Release and a description of the First Closing as required
by Federal Securities Laws which the Purchaser shall review, comment upon and approve (which approval shall not be unreasonably withheld,
conditioned or delayed) prior to filing.


 


(d)
The Parties shall mutually agree upon and, as promptly as practicable after the Second Closing (but in any event within four (4) Business
Days thereafter), issue a press release announcing the consummation of the Transactions (the “Second Closing Press Release”).



 


(e)
The Parties shall mutually agree upon and, as promptly as practicable after the Second Closing (but in any event within three (3) days
thereafter), file a current report on Form 8-K reporting a change in control of the Company and a Rule 14f-1 Information Statement (the
“14f Filing”). In addition, those directors and officers or other insiders or Affiliates who will no longer
have such status as a result of this Agreement and the Transactions, shall file final Form 4’s with the SEC within two (2) days
following the effective date of the 14f Filing as to all current directors.


 


(f)
The Parties shall mutually agree upon and, as promptly as practicable after the First Closing, file an information statement on a Schedule
14C with the SEC with respect to the Reverse Split and mail such Schedule 14C to the shareholders of the Company (the “Schedule
14C”). 


 


(g)
In connection with the preparation of the Signing Press Release, the 8-K, the First Closing Filing, the First Closing Press Release,
the Second Closing Press Release, the 14f Filing, the Schedule 14C or any other report, statement, filing notice or application made
by or on behalf of a Party to any Governmental Authority or other third party in connection with the Transactions, each Party shall,
upon request by any other Party, furnish the Parties with all information concerning themselves, their respective managers, members,
directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the Transactions,
or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental
Authority in connection with the Transactions.


 




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(h)
The Company, with the funds in the New Bank Account, shall be solely responsible for the costs and expenses relating to the Signing Press
Release, the 8-K, the First Closing Press Release, the Second Closing Press Release, the Closing Filing, the 14f Filing, the Schedule
14C and related documents, instruments or filings. The Company shall be responsible for any Form 10-K or Form 10-Q filing, and any related
documents, instruments or filings due to be filed with the SEC on or before the Second Closing Date.


 


5.6
Confidential Information. The Parties hereby agree that in the event this Agreement is terminated in accordance with this Agreement,
for a period of two (2) years after such termination, they shall, and shall cause their Representatives to: (i) treat and hold in strict
confidence any Confidential Information, and will not use for any purpose (except in connection with the consummation of the Transactions
or the Ancillary Documents, performing their obligations hereunder or thereunder, enforcing their rights hereunder or thereunder), nor
directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any of the Confidential
Information without the other Party’s prior written consent; and (ii) in the event that either Party or its Affiliates or Representatives,
in the event this Agreement is terminated in accordance with this Agreement, for a period of two (2) years after such termination, becomes
legally compelled to disclose any Confidential Information, (A) provide the other Party with prompt written notice of such requirement
so that that Party or an Affiliate thereof may seek a protective Order or other remedy or waive compliance with this Section 5.6,
and (B) in the event that such protective Order or other remedy is not obtained, or the relevant Party waives compliance with this Section
5.6, furnish only that portion of such Confidential Information which is legally required to be provided as advised in writing by
outside counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded
such Confidential Information. In the event that this Agreement is terminated and the Transactions are not consummated, the Parties shall,
and shall cause their Affiliates and Representatives to, promptly deliver to the other Party any and all copies (in whatever form or
medium) of Confidential Information and destroy all notes, memoranda, summaries, analyses, compilations and other writings related thereto
or based thereon.


 


5.7
Officer Liability. For a period of six (6) years after the Closing, Purchaser shall not, and shall not permit the Company to,
amend, repeal or otherwise modify any provision in the Company’s certificate of incorporation, bylaws or equivalent governing documents
(collectively, the “Company Governing Documents”) in any manner that would adversely affect in any material
respect the exculpation or indemnification rights of any members, managers and/or officers of the Company (the “Management
Indemnitees”) with respect to acts or omissions occurring prior to the Closing Date existing in such Company Governing
Documents as of immediately prior to the date hereof and made available to Purchaser (unless required by Law), it being the intent of
the parties that the directors officers of the Company shall continue to be entitled to such exculpation and indemnification for any
acts or omissions occurring immediately prior to the First Closing Date to the fullest extent permitted by Law. The Management Indemnitees
are express and intended third-party beneficiaries of the provisions of this Section 5.7 and shall be entitled to independently
enforce the terms hereof as if such Management Indemnitee were a Party to this Agreement. The obligations of the Company under this Section
5.7 will not be terminated or modified in such a manner as to adversely affect any Person to whom this Section 5.7 applies
without the consent of such affected Person. In the event Purchaser, the Company or any of their respective successors or assigns (i)
consolidates with or merges into any other Person and shall not be the continuing or surviving limited liability company or entity in
such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to any Person, then and in either
such case Purchaser and the Company shall use reasonable best efforts to provide that the successors and assigns of Purchaser or the
Company, as the case may be, shall assume the obligations set forth in this Section 5.7.


 




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5.8
Control of Privilege Provisions. As it relates to the attorney-client and related privileges under all applicable law which exists
or may exist between the Company and Company Counsel for the period on or prior to the Closings, the parties mutually agree as follows:


 


(a)
The Company and Purchaser acknowledges that Company Counsel has represented the Company, the Principal Stockholders and their Affiliates
in connection with the Transactions contemplated by this Agreement. Accordingly, the parties agree that from and after the Closings,
any attorney-client privilege, attorney work-product protection, expectation of client confidence and all other similar privileges, protections
and duties arising under applicable Laws or the rules of professional responsibility and conduct in any applicable jurisdiction and attaching
as a result of Company Counsel’s joint representation of the Company, the Principal Stockholders and their respective Affiliates
in connection with the Transactions contemplated hereby, and all information and documents covered by such privileges, protections and
duties, shall be deemed separated from and after the Closings into two categories: (a) communications related to the transactions contemplated
by this Agreement (the “Principal Stockholder Controlled Communications”) and (b) communications related to
general business matters unrelated to the Transactions contemplated hereby. The Principal Stockholder Controlled Communications shall
belong to and be controlled by the Principal Stockholder and their Affiliates (excluding the Company and Purchaser) and may be waived
only by the Principal Stockholders and their Affiliates (excluding the Company and Purchaser), and not Purchaser or the Company. Purchaser
and the Company shall use reasonable best efforts to not take any action to gain access to or otherwise violate the Principal Stockholder
Controlled Communications, including accessing emails, electronic exchanges and communications between Company Counsel and the Company
for the period prior to the Closings, including accessing any information remaining with the Company after the Closing Dates, whether
in written or electronic format. 


 


(b)
The Company acknowledges that Company Counsel has acted as counsel for the Principal Stockholders and their Affiliates jointly with the
Company, that the scope of the representation by Company Counsel extends only to the Principal Stockholders and their Affiliates, and
that, in the event of any post-Closings disputes among the Parties hereto, Principal Stockholders reasonably anticipate that Company
Counsel will represent the Principal Stockholders and their Affiliates in such disputes. The Company and hereby consents to Company Counsel’s
continued representation of the Principal Stockholders their Affiliates (excluding the Company and Purchaser) in any such post-Closing
disputes in which the interests of the Company and Purchaser, on the one hand, and Principal Stockholders or their Affiliates, on the
other hand, are adverse, whether or not such matter or dispute is substantially related to one in which Company Counsel may have previously
advised the Company. The Company and each Subsidiary hereby waives any conflicts that may arise in connection with such representation.


 


(c)
In the event that a dispute arises between the Company and a third party in which Principal Stockholders or Affiliates are not a named
party, Purchaser and the Company shall assert the attorney-client privilege on behalf of the Principal Stockholders or their Affiliates
(excluding the Company and Purchaser) to prevent disclosure of Principal Stockholder Controlled Communications; provided, however, that
such privilege or protection may be waived only with the prior written consent of the Principal Stockholders or Affiliates (excluding
Purchaser, the Company or their Affiliates), as applicable.


 


(d)
Purchaser and the Company consent to the disclosure by Company Counsel to Principal Stockholders and their Affiliates (excluding the
Company and Purchaser) of any information learned by Company Counsel in the course of their representation of the Company on or prior
to the Closings related to the transactions contemplated in this Agreement, whether or not such information is subject to the attorney-client
privilege of the Company and/or Company Counsel’s duty of confidentiality as to the Company and whether or not such disclosure
is actually made before or after the Closings.


 




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Article
VI


SURVIVAL


 


6.1
Survival.


 


(a)
All representations and warranties of the Purchaser contained in this Agreement (including all schedules and exhibits hereto and all
certificates, documents, instruments and undertakings furnished pursuant to this Agreement) shall survive the Closing through and until
and including the date that is 120 days after the Second Closing. All covenants, obligations and agreements of the Purchaser contained
in this Agreement (including all schedules and exhibits hereto and all certificates, documents, instruments and undertakings furnished
by the Purchaser pursuant to this Agreement), including any indemnification obligations, shall survive the Closing and continue until
fully performed in accordance with their terms.


 


(b)
The representations and warranties of the Company contained in this Agreement or in any certificate or instrument delivered by or on
behalf of Company pursuant to this Agreement shall not survive the First Closing, and from and after the First Closing, the Company shall
not have any further obligations, nor shall any claim be asserted or action be brought against the Purchaser. The covenants and agreements
made by the Company in this Agreement or in any certificate or instrument delivered pursuant to this Agreement, including any rights
arising out of any breach of such covenants or agreements, shall not survive the First Closing, except for those covenants and agreements
contained herein and therein that by their terms apply or are to be performed in whole or in part after the First Closing (which such
covenants shall survive the Closings and continue until fully performed in accordance with their terms). 


 


Article
VII


CLOSING
CONDITIONS


 


7.1
Conditions to Obligations of the Company to First Closing. The obligations of the Company to consummate the First Closing are
subject to the satisfaction or written waiver (by the Company) of the following conditions:


 


(a)
Representations and Warranties. All of the representations and warranties of the Purchaser set forth in this Agreement and in
any certificate delivered by the Purchaser pursuant hereto shall be true and correct on and as of the date of this Agreement and on and
as of each Closing Date as if made on such Closing Date, except for (i) those representations and warranties that address matters only
as of a particular date (which representations and warranties shall have been accurate as of such date), and (ii) any failures to be
true and correct that (without giving effect to any qualifications or limitations as to materiality or Material Adverse Effect), individually
or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on, or with respect to, the
Purchaser.


 


(b)
Agreements and Covenants. The Purchaser shall have performed in all material respects all of the Purchaser’s obligations
and complied in all material respects with all of the Purchaser’s agreements and covenants under this Agreement to be performed
or complied with by it on or prior to each Closing Date.


 




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(c)
No Material Adverse Effect. No Material Adverse Effect shall have occurred with respect to the Purchaser since the date of this
Agreement which is continuing and uncured.


 


(d)
Closing Deliveries.


 


(i)
Officer Certificate. The Purchaser shall have delivered to the Company a certificate, dated
the applicable Closing Date, signed by an executive officer of the Purchaser in such capacity, certifying as to the satisfaction of the
conditions specified in Sections 7.1(a), 7.1(b) and 7.1(c).


 


(ii)
Secretary Certificate. The Purchaser shall have delivered to the Company a certificate
from its secretary or other executive officer certifying as to, and attaching, (A) copies of the Purchaser’s Organizational Documents
as in effect as of the First Closing Date, (B) the resolutions of the Purchaser’s Manager authorizing the execution, delivery and
performance of this Agreement and each of the Ancillary Documents to which it is a party or by which it is bound, and the consummation
of the Transactions, and (C) the incumbency of officers authorized to execute this Agreement or any Ancillary Document to which the Purchaser
is or is required to be a party or otherwise bound.


 


7.2
Conditions to Obligations of the Purchaser to First Closing. The obligations of the Purchaser to consummate the First Closing
are subject to the satisfaction or written waiver (by the Purchaser) of the following conditions:


 


(a)
Representations and Warranties. All of the representations and warranties of the Company set forth in this Agreement and in any
certificate delivered by the Company, shall be true and correct in all material respects on and as of the date of this Agreement and
on and as of the First Closing Date as if made on the First Closing Date, except for (i) those representations and warranties that address
matters only as of a particular date (which representations and warranties shall have been accurate as of such date), and (ii) any failures
to be true and correct that (without giving effect to any qualifications or limitations as to materiality or Material Adverse Effect),
individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on, or with respect
to, the Company.


 


(b)
Agreements and Covenants. The Company shall have performed in all material respects all of its obligations and complied in all
material respects with all of its agreements and covenants under this Agreement to be performed or complied with by it on or prior to
the First Closing Date.


 


(c)
No Material Adverse Effect. No Material Adverse Effect shall have occurred with respect to the Company since the date of this
Agreement which is continuing and uncured.


 


(d)
First Closing Deliveries.


 


(i)
Officer Certificate. The Purchaser shall have received a certificate from the Company,
dated as the First Closing Date, signed by an executive officer of the Company in such capacity, certifying as to the satisfaction of
the conditions specified in Sections 7.2(a), 1.1(b) and 1.1(c).


 


(ii)
Secretary Certificate. The Company shall have delivered to the Purchaser a certificate
executed by the Company’s secretary certifying as to the validity and effectiveness of, and attaching, (A) copies of the Company’s
Organizational Documents as in effect as of the First Closing Date (immediately prior to the First Closing), and (B) the incumbency of
officers of the Company authorized to execute this Agreement or any Ancillary Document to which the Company is or is required to be a
party or otherwise bound.


 




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(iii)
Voting Agreements. The Voting Agreement shall have been duly executed and delivered to
the Purchaser by the Principal Stockholders.


 


(e)
Resignations and Elections. The Company shall have obtained and deliver to the Company
at or prior to the First Closing the resignation of each officer of the Purchaser and board resolutions of the Purchaser appointing,
effective at the First Closing, a designated representative of the Purchaser as President and sole Director.


 


(f)
Outstanding Shares. The Company will have no more than 28,262,371 outstanding shares of Company Common Stock and no shares of
preferred stock outstanding at the First Closing. The Company will have no more than 450,000 shares of Company Common Stock reserved
for future grant and issuance pursuant to the 2017 Non-Qualified Equity Incentive Plan of the Company at the First Closing; and no options
will be granted prior to the First Closing or outstanding as of the First Closing.


 


7.3
Conditions to Obligations of the Purchaser to Second Closing. The obligations of the Purchaser to consummate the Second Closing
are subject only to the satisfaction or written waiver (by the Purchaser) of the following conditions:


 


(a)
Reverse Split. The Reverse Split shall have been effectuated and the Company’s transfer agent, FINRA, CUSIP and DTC shall
have been made and approved in connection with the Reverse Split.


 


7.4
Frustration of Conditions. Notwithstanding anything contained herein to the contrary, no Party may rely on the failure of any
condition set forth in this Article VII to be satisfied if such failure was caused by the failure of such Party or its Affiliates
failure to comply with or perform any of its covenants or obligations set forth in this Agreement. In addition to the foregoing, from
and after the First Closing, Purchaser, as the controlling shareholder of the Company, may not cause the Company to breach its obligations
to consummate the Second Closing.


 


ARTICLE
VIII


TERMINATION
AND EXPENSES


 


8.1
Termination prior to First Closing. This Agreement may be terminated and the Transactions may be abandoned at any time prior to
the First Closing as follows:


 


(a)
by mutual written consent of the Purchaser and the Company;


 


(b)
by written notice by the Purchaser or the Company if any of the conditions to the First Closing set forth in Article VII have not been
satisfied or waived by October 31, 2021 (the “First Company Date”); provided, however, the right to terminate
this Agreement under this Section 8.1(b) shall not be available to a Party if the breach or violation by such Party or its Affiliates
of any representation, warranty, covenant or obligation under this Agreement was the cause of, or resulted in, the failure of the First
Closing to occur on or before the First Company Date;


 


(c)
by written notice by either the Purchaser or the Company if a Governmental Authority of competent jurisdiction shall have issued an Order
or taken any other action permanently restraining, enjoining or otherwise prohibiting the Transactions contemplated by the First Closing,
and such Order or other action has become final and non-appealable; provided, however, that the right to terminate this Agreement pursuant
to this Section 8.1(c) shall not be available to a Party if the failure by such Party or its Affiliates to comply with any provision
of this Agreement has been a substantial cause of, or substantially resulted in, such action by such Governmental Authority;


 




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(d)
by written notice by the Company, if (i) there has been a material breach by the Purchaser of any of its representations, warranties,
covenants or agreements contained in this Agreement, or if any representation or warranty of the Purchaser shall have become materially
untrue or materially inaccurate, in any case, which would result in a failure of a condition set forth in Section 7.1(a) or Section
7.1(b) to be satisfied (treating the Closing Date for such purposes as the date of this Agreement or, if later, the date of such
breach), and (ii) the breach or inaccuracy is incapable of being cured or is not cured within the earlier of (A) twenty (20) days after
written notice of such breach or inaccuracy is provided by the Company or (B) the First Company Date;


 


(e)
by written notice by the Purchaser, if (i) there has been a breach by the Company of any of its representations, warranties, covenants
or agreements contained in this Agreement, or if any representation or warranty of such Parties shall have become untrue or inaccurate,
in any case, which would result in a failure of a condition set forth in Section 7.2(a) to be satisfied (treating the Closing
Date for such purposes as the date of this Agreement or, if later, the date of such breach), and (ii) the breach or inaccuracy is incapable
of being cured or is not cured within the earlier of (A) twenty (20) days after written notice of such breach or inaccuracy is provided
by the Purchaser or (B) the Company Date; or


 


(f)
by written notice by the Purchaser, if there shall have been a Material Adverse Effect on the Company following the date of this Agreement
which is uncured and continuing by the Company Date.


 


8.2
Termination after the First Closing. This Agreement may be terminated and the Transactions may be abandoned at any time prior
to the Second Closing as follows:


 


(a)
by mutual written consent of the Principal Stockholders, Purchaser and the Company;


 


(b)
by written notice by the Purchaser and the Company to the Principal Stockholders if the conditions to the Second Closing set forth in
Article VII have not been satisfied or waived by December 31, 2021 (the “Second Company Date”); provided, however,
the right to terminate this Agreement under this Section 8.2(b) shall not be available to a Party if the breach or violation by
such Party of any representation, warranty, covenant or obligation under this Agreement was the cause of, or resulted in, the failure
of the Second Closing to occur on or before the Second Company Date;


 


(c)
by written notice by the Purchaser to the Company and the Principal Stockholders if a Governmental Authority of competent jurisdiction
shall have issued an Order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Transactions contemplated
by the Second Closing, and such Order or other action has become final and non-appealable; provided, however, that the right to terminate
this Agreement pursuant to this Section 8.1(c) shall not be available to a Party if the failure by such Party or its Affiliates
to comply with any provision of this Agreement has been a substantial cause of, or substantially resulted in, such action by such Governmental
Authority;


 


8.3
Effect of Termination prior to First Closing. This Agreement may only be terminated prior to the First Closing in the circumstances
described in Section 8.1, pursuant to a written notice delivered by the applicable Party to the other applicable Parties, which
sets forth the basis for such termination, including the provision of Section 8.1 under which such termination is made. In the
event of the valid termination of this Agreement pursuant to Section 8.1, (i) this Agreement shall forthwith become void and (ii)
there shall be no Liability on the part of any Party or any of their respective Representatives, and all rights and obligations of each
Party shall cease, except: (x) Article IX, and this Section 8.3 shall survive the termination of this Agreement, and (y)
nothing herein shall relieve any Party from Liability for any willful breach of any representation, warranty, covenant or obligation
under this Agreement or any Fraud Claim against such Party, in either case, prior to termination of this Agreement.


 




    	18



     


    

 


8.4
Effect of Termination after the First Closing. This Agreement may only be terminated after the First Closing in the circumstances
described in Section 8.2, pursuant to a written notice delivered by the applicable Party to the other applicable Parties, which
sets forth the basis for such termination, including the provision of Section 8.2 under which such termination is made. In the
event of the valid termination of this Agreement pursuant to Section 8.2, (i) this Agreement shall forthwith become void and (ii)
there shall be no Liability on the part of any Party or any of their respective Representatives, and all rights and obligations of each
Party shall cease, except: (x) Article IX, and this Section 8.4 shall survive the termination of this Agreement, and (y)
nothing herein shall relieve any Party from Liability for any willful breach of any representation, warranty, covenant or obligation
under this Agreement or any Fraud Claim against such Party, in either case, prior to termination of this Agreement. Except as set forth
in Section 8.3, if this Agreement is terminated for any other reason after the First Closing, or if after the First Closing, the
Transactions contemplated in connection with the Second Closing are not consummated in full by the Second Company Date for any other
reason other than a proper termination under Section 8.3, by Purchaser, the Company shall promptly make the Special Distribution
as contemplated in Section 2.2(b) within five (5) days after the Second Company Date. In addition, if this Agreement is terminated
after the First Closing Date for any reason other than a breach of failure of a closing condition by the Company, the amounts deposited
to the Current Bank Account under Section 2.1(b) shall not be subject to return or refund.


 


ARTICLE
IX


MISCELLANEOUS


 


9.1
Fees and Expenses. Except as provided otherwise in this Agreement, if this Agreement is properly terminated prior to the First
Closing, all Expenses incurred in connection with this Agreement and the Transactions shall be paid by the Party incurring such Expenses.


 


9.2
Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been
duly given when delivered (i) in person, (ii) by facsimile or other electronic means, with affirmative confirmation of receipt, (iii)
one Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) Business Days
after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable Party
at the following addresses (or at such other address for a Party as shall be specified by like notice):


 


	If
    to the Purchaser, to	Reddington
    Partners LLC

    c/o
    PacificWave Partners

    7950
    West Sunset Blvd. - Suite 629

    Los
    Angeles, CA 90046

     

    Attn:
    Henrik Rouf

    hrouf@pacificwavepartners.com

	 	 
	If
to the Company, to:
	EKIMAS
    Corporation

    95
    Washington Street, #154

    Canton,
    MA 02021

    Attn:
    CEO



 




    	19



     


    

 


9.3
Binding Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of
the Parties hereto and their respective successors and permitted assigns. This Agreement shall not be assigned by operation of Law or
otherwise without the prior written consent of the Purchaser and the Company and any assignment without such consent shall be null and
void; provided that no such assignment shall relieve the assigning Party of its obligations hereunder.


 


9.4
Third Parties. The Principal Stockholders are express and intended third-party beneficiaries of the provisions of this Agreement
and shall be entitled to independently enforce the terms hereof as if they were each a Party to this Agreement. Except for the Principal
Stockholders or as otherwise expressly provided herein, nothing contained in this Agreement or in any instrument or document executed
by any party in connection with the Transactions shall create any rights in, or be deemed to have been executed for the benefit of, any
Person that is not a Party hereto or thereto or a successor or permitted assign of such a Party.


 


9.4
Governing Law; Jurisdiction. This Agreement shall be governed by, construed and enforced in accordance with the Laws of the State
of Delaware without regard to the conflict of laws principles thereof. All Actions arising out of or relating to this Agreement shall
be heard and determined exclusively in any state or Federal court located in Delaware (or in any appellate court thereof) (the “Specified
Courts”). Each Party hereto hereby (a) submits to the exclusive jurisdiction of any Specified Court for the purpose of
any Action arising out of or relating to this Agreement brought by any Party hereto and (b) irrevocably waives, and agrees not to assert
by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named
courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that
the venue of the Action is improper, or that this Agreement or the Transactions may not be enforced in or by any Specified Court. Each
Party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by Law. Each Party irrevocably consents to the service of the summons and complaint and any other process
in any other Action relating to the Transactions, on behalf of itself, or its property, by personal delivery of copies of such process
to such Party at the applicable address set forth in Section 9.1. Nothing in this Section 9.4 shall affect the right of
any Party to serve legal process in any other manner permitted by Law. The prevailing party in any dispute arising out of or related
to this Agreement shall be entitled to an award of all reasonable legal fees and costs incurred, including on appeal.


 


9.5
WAIVER OF JURY TRIAL. EACH OF THE PARTIES
HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION
DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS. EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY
ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO
THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.5.


 


9.6
Specific Performance. Each Party acknowledges that the rights of each Party to consummate the Transactions are unique, recognizes
and affirms that in the event of a breach of this Agreement by any Party, money damages may be inadequate and the non-breaching Parties
may have not adequate remedy at law, and agree that irreparable damage would occur in the event that any of the provisions of this Agreement
were not performed by an applicable Party in accordance with their specific terms or were otherwise breached. Accordingly, each Party
shall be entitled to seek an injunction or restraining order to prevent breaches of this Agreement and to seek to enforce specifically
the terms and provisions hereof, without the requirement to post any bond or other security or to prove that money damages would be inadequate,
this being in addition to any other right or remedy to which such Party may be entitled under this Agreement, at law or in equity.


 




    	20



     


    

 


9.7
Severability. In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction, such
provision shall be modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal
and enforceable, and the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or
impaired thereby nor shall the validity, legality or enforceability of such provision be affected thereby in any other jurisdiction.
Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties will substitute
for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal
and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.


 


9.8
Amendment. This Agreement may be amended, supplemented or modified only by execution of a written instrument signed by the Purchaser,
the Company and the Principal Stockholders.


 


9.9
Waiver. The Purchaser on behalf of itself and its Affiliates, the Company on behalf of itself and its Affiliates, may in its sole
discretion (i) extend the time for the performance of any obligation or other act of any other non-Affiliated Party hereto, (ii) waive
any inaccuracy in the representations and warranties by such other non-Affiliated Party contained herein or in any document delivered
pursuant hereto and (iii) waive compliance by such other non-Affiliated Party with any covenant or condition contained herein. Any such
extension or waiver shall be valid only if set forth in an instrument in writing signed by the Party or Parties to be bound thereby.
Notwithstanding the foregoing, no failure or delay by a Party in exercising any right hereunder shall operate as a waiver thereof nor
shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder.


 


9.10
Entire Agreement. This Agreement and the documents or instruments referred to herein, including any exhibits and schedules attached
hereto, which exhibits and schedules are incorporated herein by reference, together with the Ancillary Documents, embody the entire agreement
and understanding of the Parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations,
warranties, covenants or undertakings, other than those expressly set forth or referred to herein or the documents or instruments referred
to herein, which collectively supersede all prior agreements and the understandings among the Parties with respect to the subject matter
contained herein.


 


9.11
Counterparts. This Agreement may be executed and delivered (including by facsimile or other electronic transmission) in one or
more counterparts, and by the different Parties hereto in separate counterparts, each of which when executed shall be deemed to be an
original but all of which taken together shall constitute one and the same agreement.


 


ARTICLE
X


DEFINITIONS


 


10.1
Certain Definitions. For purpose of this Agreement, the following capitalized terms have the following meanings:


 


“Action”
means any notice of noncompliance or violation, or any claim, demand, charge, action, suit, litigation, audit, settlement, complaint,
stipulation, assessment or arbitration, or any request (including any request for information), inquiry, hearing, proceeding or investigation,
by or before any Governmental Authority.


 




    	21



     


    

 


“Affiliate”
means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with such
Person. 


 


“Ancillary
Documents” means each agreement, instrument or document attached hereto as an Exhibit, and the other agreements, certificates
and instruments to be executed or delivered by any of the Parties hereto in connection with or pursuant to this Agreement.


 


“Benefit
Plans” of any Person means any and all deferred compensation, executive compensation, incentive compensation, equity purchase
or other equity-based compensation plan, employment or consulting, severance or termination pay, holiday, vacation or other bonus plan
or practice, hospitalization or other medical, life or other insurance, supplemental unemployment benefits, profit sharing, pension,
or retirement plan, program, agreement, commitment or arrangement, and each other employee benefit plan, program, agreement or arrangement,
including each “employee benefit plan” as such term is defined under Section 3(3) of ERISA, maintained or contributed to
or required to be contributed to by a Person for the benefit of any employee or terminated employee of such Person, or with respect to
which such Person has any Liability, whether direct or indirect, actual or contingent, whether formal or informal, and whether legally
binding or not.


 


“Business
Day” means any day other than a Saturday, Sunday or a legal holiday on which commercial banking institutions in New York,
New York are authorized to close for business.


 


“Code”
means the Internal Revenue Code of 1986, as amended, and any successor statute thereto, as amended. Reference to a specific section of
the Code shall include such section and any valid treasury regulation promulgated thereunder.


 


“Company
Charter” means the Operating Agreement of the Company, as amended.


 


“Company
Counsel” means all legal counsel retained by the Company prior to the First Closing Date.


 


“Confidential
Information” means all confidential or proprietary documents and information concerning the either Party or any of its
Representatives; provided, however, that the Confidential Information shall not include any information which, (i) at the
time of disclosure by the Company or its respective Representatives, is generally available publicly and was not disclosed in breach
of this Agreement or (ii) at the time of the disclosure by the Purchaser or its Representatives to the Company or its Representatives,
was previously known by such receiving party without violation of Law or any confidentiality obligation by the Person receiving such
Purchaser Confidential Information. For the avoidance of doubt, from and after the Closing, Purchaser Confidential Information will include
the confidential or


 


“Consent”
means any consent, approval, waiver, authorization or Permit of, or notice to or declaration or filing with any Governmental Authority
or any other Person.


 


“Contracts”
means all contracts, agreements, binding arrangements, bonds, notes, indentures, mortgages, debt instruments, purchase order, licenses
(and all other contracts, agreements or binding arrangements concerning Intellectual Property), franchises, leases and other instruments
or obligations of any kind, written or oral (including any amendments and other modifications thereto).


 




    	22



     


    

 


“Control”
of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies
of such Person, whether through the ownership of voting securities, by contract, or otherwise. “Controlled”, “Controlling”
and “under common Control with” have correlative meanings. Without limiting the foregoing a Person (the “Controlled
Person”) shall be deemed Controlled by (a) any other Person (the “10% Owner”) (i) owning beneficially,
as meant in Rule 13d-3 under the Exchange Act, securities entitling such Person to cast ten percent (10%) or more of the votes for election
of directors or equivalent governing authority of the Controlled Person or (ii) entitled to be allocated or receive ten percent (10%)
or more of the profits, losses, or distributions of the Controlled Person; (b) an officer, director, general partner, partner (other
than a limited partner), manager, or member (other than a member having no management authority that is not a 10% Owner) of the Controlled
Person; or (c) a spouse, parent, lineal descendant, sibling, aunt, uncle, niece, nephew, mother-in-law, father-in-law, sister-in-law,
or brother-in-law of an Affiliate of the Controlled Person or a trust for the benefit of an Affiliate of the Controlled Person or of
which an Affiliate of the Controlled Person is a trustee.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“FINRA”
means the Financial Industry Regulatory Authority, Inc.


 


“Fraud
Claim” means any claim, with respect to a party, a based on an affirmative misrepresentation with respect to the making
of any of such party’s representations and warranties (in each case, as modified by the Company Disclosure Schedule) pursuant to
Article III, Article IV as applicable, in each case made with the actual knowledge (as opposed to imputed or constructive knowledge)
of such party that the representations and warranties made by such party were inaccurate when made, with the intention to deceive or
mislead any other party and upon which such other party actually relied.


 


“GAAP”
means generally accepted accounting principles as in effect in the United States of America.


 


“Governmental
Authority” means any federal, state, local, foreign or other governmental, quasi-governmental or administrative body, instrumentality,
department or agency or any court, tribunal, administrative hearing body, arbitration panel, commission, or other similar dispute-resolving
panel or body.


 


“Indebtedness”
of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money (including the outstanding principal
and accrued but unpaid interest), (b) obligations for the deferred purchase price of property or services (other than trade payables
incurred in the ordinary course of business), (c) any other indebtedness of such Person that is evidenced by a note, bond, debenture,
credit agreement or similar instrument, (d) all obligations of such Person under leases that should be classified as capital leases in
accordance with GAAP, (e) all obligations of such Person for the reimbursement of any obligor on any line or letter of credit, banker’s
acceptance, guarantee or similar credit transaction, in each case, that has been drawn or claimed against, (f) all obligations of such
Person in respect of acceptances issued or created, (g) all interest rate and currency swaps, caps, collars and similar agreements or
hedging devices under which payments are obligated to be made by such Person, whether periodically or upon the happening of a contingency,
(h) all obligations secured by an Lien on any property of such Person, (i) any premiums, prepayment fees or other penalties, fees, costs
or expenses associated with payment of any Indebtedness of such Person and (j) all obligation described in clauses (a) through (i) above
of any other Person which is directly or indirectly guaranteed by such Person or which such Person has agreed (contingently or otherwise)
to purchase or otherwise acquire or in respect of which it has otherwise assured a creditor against loss.


 


“Intellectual
Property” means all of the following as they exist in any jurisdiction throughout the world: patents, trademarks, copyrights,
trade secrets, internet assets, software and other intellectual property, and all licenses, sublicenses and other agreements or permissions
related to the preceding property.


 




    	23



     


    

 


“IRS”
means the U.S. Internal Revenue Service (or any successor Governmental Authority).


 


“Knowledge”
means, with respect to (i) the Company, the actual knowledge of the sole director of the Company prior to the First Closing or (ii) any
other Party, the actual knowledge of its directors and executive officers.


 


“Law”
means any federal, state, local, municipal, foreign or other law, statute, legislation, principle of common law, ordinance, code, edict,
decree, proclamation, treaty, convention, rule, regulation, directive, requirement, writ, injunction, settlement, Order or Consent that
is or has been issued, enacted, adopted, passed, approved, promulgated, made, implemented or otherwise put into effect by or under the
authority of any Governmental Authority.


 


“Liabilities”
means any and all liabilities, Indebtedness, Actions or obligations of any nature (whether absolute, accrued, contingent or otherwise,
whether known or unknown, whether direct or indirect, whether matured or unmatured and whether due or to become due), including Tax liabilities
due or to become due.


 


“Lien”
means any mortgage, pledge, security interest, attachment, right of first refusal, option, proxy, voting trust, encumbrance, lien or
charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof), restriction (whether
on voting, sale, transfer, disposition or otherwise), any subordination arrangement in favor of another Person, any filing or agreement
to file a financing statement as debtor under the Uniform Commercial Code or any similar Law.


 


“Material
Adverse Effect” means, with respect to any specified Person, any fact, event, occurrence, change or effect that has had,
or would reasonably be expected to have, individually or in the aggregate, a material adverse effect upon (a) the business, assets, Liabilities,
results of operations, prospects or condition (financial or otherwise) of such Person and its Subsidiaries, taken as a whole, or (b)
the ability of such Person or any of its Subsidiaries on a timely basis to consummate the Transactions or the Ancillary Documents to
which it is a party or bound or to perform its obligations hereunder or thereunder; provided, however, that for purposes
of clause (a) above, any changes or effects directly or indirectly attributable to, resulting from, relating to or arising out of the
following (by themselves or when aggregated with any other, changes or effects) shall not be deemed to be, constitute, or be taken into
account when determining whether there has or may, would or could have occurred a Material Adverse Effect: (i) general changes in the
financial or securities markets or general economic or political conditions in the country or region in which such Person or any of its
Subsidiaries do business; (ii) changes, conditions or effects that generally affect the industries in which such Person or any of its
Subsidiaries principally operate; (iii) changes in GAAP or other applicable accounting principles or mandatory changes in the regulatory
accounting requirements applicable to any industry in which such Person and its Subsidiaries principally operate; (iv) conditions caused
by acts of God, terrorism, war (whether or not declared) or natural disaster; (v) any failure in and of itself by such Person and its
Subsidiaries to meet any internal or published budgets, projections, forecasts or predictions of financial performance for any period
(provided that the underlying cause of any such failure may be considered in determining whether a Material Adverse Effect has occurred
or would reasonably be expected to occur to the extent not excluded by another exception herein) and (vi), with respect to the Purchaser,
the consummation and effects of the Redemption; provided further, however, that any event, occurrence, fact, condition,
or change referred to in clauses (i) - (iv) immediately above shall be taken into account in determining whether a Material Adverse Effect
has occurred or could reasonably be expected to occur to the extent that such event, occurrence, fact, condition, or change has a disproportionate
effect on such Person or any of its Subsidiaries compared to other participants in the industries in which such Person or any of its
Subsidiaries primarily conducts its businesses.


 




    	24



     


    

 


“Order”
means any order, decree, ruling, judgment, injunction, writ, determination, binding decision, verdict, judicial award or other action
that is or has been made, entered, rendered, or otherwise put into effect by or under the authority of any Governmental Authority.


 


“Organizational
Documents” means, with respect to any Person that is an entity, its certificate of incorporation or formation, bylaws,
operating agreement or similar organizational documents, in each case, as amended.


 


“PCAOB”
means the U.S. Public Company Accounting Oversight Board (or any successor thereto).


 


“Permits”
means all federal, state, local or foreign or other third-party permits, grants, easements, consents, approvals, authorizations, exemptions,
licenses, franchises, concessions, ratifications, permissions, clearances, confirmations, endorsements, waivers, certifications, designations,
ratings, registrations, qualifications or orders of any Governmental Authority or any other Person.


 


“Permitted
Liens” means (a) Liens for Taxes or assessments and similar governmental charges or levies, which either are (i) not delinquent
or (ii) being contested in good faith and by appropriate proceedings, and adequate reserves have been established with respect thereto,
(b) other Liens imposed by operation of Law arising in the ordinary course of business for amounts which are not due and payable and
as would not in the aggregate materially adversely affect the value of, or materially adversely interfere with the use of, the property
subject thereto, (c) Liens incurred or deposits made in the ordinary course of business in connection with social security, (d) Liens
on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the ordinary course of business, or (v)
Liens arising under this Agreement or any Ancillary Document.


 


“Person”
means an individual, corporation, partnership (including a general partnership, limited partnership or limited liability partnership),
limited liability company, association, trust or other entity or organization, including a government, domestic or foreign, or political
subdivision thereof, or an agency or instrumentality thereof.


 


“Personal
Property” means any machinery, equipment, tools, vehicles, furniture, leasehold improvements, office equipment, plant,
parts and other tangible personal property. 


 


“Principal
Stockholders” means Michael Adams, Michael Barretti, William J. O’Neill, Jr. and David Volpe.


 


“Representatives”
means, as to any Person, such Person’s Affiliates and the respective managers, directors, officers, employees, independent contractors,
consultants, advisors (including financial advisors, counsel and accountants), agents and other legal representatives of such Person
or its Affiliates.


 


“SEC”
means the Securities and Exchange Commission (or any successor Governmental Authority).


 


“Securities
Act” means the Securities Act of 1933, as amended.


 




    	25



     


    

 


“Subsidiary”
means, with respect to any Person, any corporation, partnership, association or other business entity of which (i) if a corporation,
a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one
or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, association or other business entity,
a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly,
by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons will be deemed
to have a majority ownership interest in a partnership, association or other business entity if such Person or Persons will be allocated
a majority of partnership, association or other business entity gains or losses or will be or control the managing director, managing
member, general partner or other managing Person of such partnership, association or other business entity. A Subsidiary of a Person
will also include any variable interest entity which is consolidated with such Person under applicable accounting rules. 


 


“Tax
Return” means any return, declaration, report, claim for refund, information return or other documents (including any related
or supporting schedules, statements or information) filed or required to be filed in connection with the determination, assessment or
collection of any Taxes or the administration of any Laws or administrative requirements relating to any Taxes.


 


“Taxes”
means (a) all direct or indirect federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, value-added,
ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, social security and
related contributions due in relation to the payment of compensation to employees, excise, severance, stamp, occupation, premium, property,
windfall profits, alternative minimum, estimated, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever,
together with any interest and any penalties, additions to tax or additional amounts with respect thereto, (b) any Liability for payment
of amounts described in clause (a) whether as a result of being a member of an affiliated, consolidated, combined or unitary group for
any period or otherwise through operation of law and (c) any Liability for the payment of amounts described in clauses (a) or (b) as
a result of any tax sharing, tax group, tax indemnity or tax allocation agreement with, or any other express or implied agreement to
indemnify, any other Person. 


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]


 




    	26



     


    

 


IN
WITNESS WHEREOF, each Party hereto has caused this Agreement to be signed and delivered as of the date first written above.


 


	 	The
    Purchaser:
	 	 	 
	 	REDDINGTON
    PARTNERS LLC
	 	 	 
	 	By:	/s/
    Henrik Rouf
	 	 	Henrik
    Rouf, Manager
	 	 	 
	 	The
    Company:
	 	 	 
	 	EKIMAS
    CORPORATION
	 	 	 
	 	By:	/s/
    Micael F. Adams
	 	 	Micael
    F. Adams, CEO


 




    	27



     


    

 


Exhibit
A


 


VOTING
AGREEMENT


 


This
Voting Agreement (this “Agreement”) is made as of October 12, 2021, by and among (i) Reddington
Partners LLC, a California limited liability company (“Reddington”), (ii) EKIMAS
Corporation, a Delaware corporation (“ASNB”) and (iii) the undersigned stockholder (“Holder”)
of ASNB. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the SPA.


 


Recitals


 


A.
On or about the date hereof, Reddington, ASNB, and the other parties named therein, have entered into that certain Stock Purchase Agreement
(as amended from time to time in accordance with the terms thereof, the “SPA”), pursuant to which Reddington will
acquire certain newly issued shares of ASNB’s common stock (the “Transaction”), and as a result of which, among
other matters, Reddington will acquire a controlling interest in ASNB.


 


B.
The Board of Directors of ASNB has approved and declared advisable the SPA, the Ancillary Documents, the Transaction and the other transactions
contemplated by any such documents (collectively, the “Transactions”).


 


C.
As a condition to the willingness of Reddington to enter into the SPA, and as an inducement and in consideration therefor, and in view
of the valuable consideration to be received by Holder thereunder, and the expenses and efforts to be undertaken by Reddington and ASNB
to consummate the Transactions, Reddington, ASNB and Holder desire to enter into this Agreement in order for Holder to provide certain
assurances to Reddington regarding the manner in which Holder is bound hereunder to vote any shares of capital stock of ASNB which Holder
beneficially owns, holds or otherwise has voting power (the “Shares”) during the period from and including the date
hereof through and including the date on which this Agreement is terminated in accordance with its terms (the “Voting Period”)
with respect to the SPA and the Transactions.


 


NOW,
THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below,
and intending to be legally bound hereby, the parties hereby agree as follows:


 


Article
I


Covenant
to Vote in Favor of Transactions. Holder agrees, with respect to all of the Shares:


 


1.1
During the Voting Period, at each meeting of the stockholders of ASNB (the “ASNB Stockholders” or any class or series
thereof, and in each written consent or resolutions of any of ASNB Stockholders in which Holder is entitled to vote or consent, Holder
hereby unconditionally and irrevocably agrees to be present for such meeting and vote (in person or by proxy), or consent to any action
by written consent or resolution with respect to, as applicable, (i) in favor of the issuance of the First Tranche Shares or the Second
Trance Shares to Purchaser and the consummation of the Transactions, or (ii) other than as contemplated by the SPA, against any material
change in (x) the present capitalization of ASNB or any amendment of ASNB’s Organizational Documents or (y) ASNB’s corporate
structure or business.


 


1.2
Not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Shares owned by Holder or his/her/its
Affiliates in a voting trust or subject any Shares to any arrangement or agreement with respect to the voting of such Shares, unless
specifically requested to do so by ASNB and Reddington in connection with the SPA and any of the Transactions.


 




    	A-1



     


    

 


1.3
Except as contemplated by the SPA, make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies”
or consents (as such terms are used in the rules of the SEC) or powers of attorney or similar rights to vote, or seek to advise or influence
any Person with respect to the voting of, any shares of ASNB capital stock in connection with any vote or other action with respect to
the Transactions.


 


Article
II


Grant
of Proxy. 


 


2.1
Holder, with respect to all of the Shares owned by Holder (whether beneficially or of record), hereby irrevocably grants to, and appoints,
Reddington and any designee of Reddington (determined in Reddington’s sole discretion) as Holder’s attorney-in-fact and proxy,
with full power of substitution and resubstitution, for and in Holder’s name, to vote, or cause to be voted (including by proxy
or written consent, if applicable) any Shares owned (whether beneficially or of record) by Holder. The proxy granted by Holder pursuant
to this Section 2 is irrevocable and is granted in consideration of Reddington entering into this Agreement and the SPA and incurring
certain related fees and expenses. Holder hereby affirms that such irrevocable proxy is coupled with an interest by reason of the SPA
and, except upon the termination of this Agreement in accordance with Section 5(a), is intended to be irrevocable. Holder agrees, until
this Agreement is terminated in accordance with Section 5(a), to vote its Shares in accordance with Section 1 above.


 


Article
III


Other
Covenants. 


 


3.1
No Transfers. Holder agrees that during the Voting Period it shall not, and shall cause its Affiliates not to, without Reddington’s
prior written consent, (A) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose
of (including by gift) (collectively, a “Transfer”), or enter into any contract, option, derivative, hedging or other
agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to, a Transfer of, any
or all of the Shares; (B) grant any proxies or powers of attorney with respect to any or all of the Shares; (C) permit to exist any lien
of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws or ASNB’s Organizational Documents,
as in effect on the date hereof) with respect to any or all of the Shares; or (D) take any action that would have the effect of preventing,
impeding, interfering with or adversely affecting Holder’s ability to perform its obligations under this Agreement. ASNB hereby
agrees that it shall not permit any Transfer of the Shares in violation of this Agreement. Holder agrees with, and covenants to, Reddington
that Holder shall not request that ASNB register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest
representing any Shares during the term of this Agreement without the prior written consent of Reddington, and ASNB hereby agrees that
it shall not effect any such Transfer.


 


3.2
Permitted Transfers. Section 3(a) shall not prohibit a Transfer of Shares by Holder (i) to any family member or trust for the
benefit of any family member, (ii) to any stockholder, member or partner of Holder, if an entity, (iii) to any Affiliate of Holder, or
(iv) to any person or entity if and to the extent required by any non-consensual Order, by divorce decree or by will, intestacy or other
similar applicable Law, so long as, in the case of the foregoing clauses (i), (ii) and (iii), the assignee or transferee agrees to be
bound by the terms of this Agreement and executes and delivers to the parties hereto a written consent and joinder memorializing such
agreement. During the term of this Agreement, ASNB will not register or otherwise recognize the transfer (book-entry or otherwise) of
any Shares or any certificate or uncertificated interest representing any of Holder’s Shares, except as permitted by, and in accordance
with, this Section 3(b).


 




    	A-2



     


    

 


3.3
Changes to Shares. In the event of a stock dividend or distribution, or any change in the shares of capital stock of ASNB by reason
of any stock dividend or distribution, stock split, recapitalization, combination, conversion, exchange of shares or the like, the term
“Shares” shall be deemed to refer to and include the Shares as well as all such stock dividends and distributions and any
securities into which or for which any or all of the Shares may be changed or exchanged or which are received in such transaction. Holder
agrees during the Voting Period to notify Reddington and ASNB promptly in writing of the number and type of any additional Shares acquired
by Holder, if any, after the date hereof.


 


3.4
Compliance with SPA. Holder agrees to not during the Voting Period take or agree or commit to take any action that would make
any representation and warranty of Holder contained in this Agreement inaccurate in any material respect. Holder further agrees that
it shall use its commercially reasonable efforts to cooperate with Reddington to effect the provisions of this Agreement and the transactions
contemplated by any of the foregoing. During the Voting Period, Holder shall not authorize or permit any of its Representatives to, directly
or indirectly, take any action that ASNB is prohibited from taking pursuant the SPA (unless Reddington shall have consented thereto).


 


3.5
Publicity. Holder shall not issue any press release or otherwise make any public statements with respect to the Transactions or
the transactions contemplated herein without the prior written approval of ASNB and Reddington. Holder hereby authorizes ASNB and Reddington
to publish and disclose in any announcement or disclosure required by the SEC, Nasdaq or the Registration Statement (including all documents
and schedules filed with the SEC in connection with the foregoing), Holder’s identity and ownership of the Shares and the nature
of Holder’s commitments and agreements under this Agreement, the SPA and any other Ancillary Documents.


 


Article
IV


Representations
and Warranties of Holder. Holder hereby represents and warrants to Reddington and ASNB as follows:


 


4.1
Binding Agreement. Holder (i) if a natural person, is of legal age to execute this Agreement and is legally competent to do so
and (ii) if not a natural person, is (A) a corporation, limited liability company, company or partnership duly organized and validly
existing under the laws of the jurisdiction of its organization and (B) has all necessary power and authority to execute and deliver
this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. If Holder is not a natural
person, the execution and delivery of this Agreement, the performance of its obligations hereunder and the consummation of the transactions
contemplated hereby by Holder has been duly authorized by all necessary corporate, limited liability or partnership action on the part
of Holder, as applicable. This Agreement, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes
a legal, valid and binding obligation of Holder, enforceable against Holder in accordance with its terms (except as such enforceability
may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability
relating to or affecting creditor’s rights, and to general equitable principles). Holder understands and acknowledges that Reddington
is entering into the SPA in reliance upon the execution and delivery of this Agreement by Holder.


 


4.2
Ownership of Shares. As of the date hereof, Holder has beneficial ownership over the type and number of the Shares set forth under
Holder’s name on the signature page hereto, is the lawful owner of such Shares, has the sole power to vote or cause to be voted
such Shares, and has good and valid title to such Shares, free and clear of any and all pledges, mortgages, encumbrances, charges, proxies,
voting agreements, liens, adverse claims, options, security interests and demands of any nature or kind whatsoever, other than those
imposed by this Agreement, applicable securities Laws or ASNB’s Organizational Documents, as in effect on the date hereof. There
are no claims for finder’s fees or brokerage commission or other like payments in connection with this Agreement or the transactions
contemplated hereby payable by Holder pursuant to arrangements made by Holder. Except for the Shares and other securities of ASNB set
forth under Holder’s name on the signature page hereto, as of the date of this Agreement, Holder is not a beneficial owner or record
holder of any: (i) equity securities of ASNB, (ii) securities of ASNB having the right to vote on any matters on which the holders of
equity securities of ASNB may vote or which are convertible into or exchangeable for, at any time, equity securities of ASNB or (iii)
options, warrants or other rights to acquire from ASNB any equity securities or securities convertible into or exchangeable for equity
securities of ASNB. 


 




    	A-3



     


    

 


4.3
No Conflicts. No filing with, or notification to, any Governmental Authority, and no consent, approval, authorization or permit
of any other person is necessary for the execution of this Agreement by Holder, the performance of its obligations hereunder or the consummation
by it of the transactions contemplated hereby. None of the execution and delivery of this Agreement by Holder, the performance of its
obligations hereunder or the consummation by it of the transactions contemplated hereby shall (i) conflict with or result in any breach
of the certificate of incorporation, bylaws or other comparable organizational documents of Holder, if applicable, (ii) result in, or
give rise to, a violation or breach of or a default under any of the terms of any Contract or obligation to which Holder is a party or
by which Holder or any of the Shares or its other assets may be bound, or (iii) violate any applicable Law or Order, except for any of
the foregoing in clauses (i) through (iii) as would not reasonably be expected to impair Holder’s ability to perform its obligations
under this Agreement in any material respect.


 


4.4
No Inconsistent Agreements. Holder hereby covenants and agrees that, except for this Agreement, Holder (i) has not entered into,
nor will enter into at any time while this Agreement remains in effect, any voting agreement or voting trust with respect to the Shares
inconsistent with Holder’s obligations pursuant to this Agreement, (ii) has not granted, nor will grant at any time while this
Agreement remains in effect, a proxy, a consent or power of attorney with respect to the Shares and (iii) has not entered into any agreement
or knowingly taken any action (nor will enter into any agreement or knowingly take any action) that would make any representation or
warranty of Holder contained herein untrue or incorrect in any material respect or have the effect of preventing Holder from performing
any of its material obligations under this Agreement.


 


Article
V


Miscellaneous.


 


5.1
Termination. Notwithstanding anything to the contrary contained herein, this Agreement shall automatically terminate, and none
of Reddington, ASNB or Holder shall have any rights or obligations hereunder, upon the earliest to occur of (i) the mutual written consent
of Reddington, ASNB and Holder, (ii) the Second Closing Date (following the performance of the obligations of the parties hereunder required
to be performed at or prior to the Second Closing Date), (iii) at the election of Holder if the Escrow Funds have not been deposited
with the Escrow Agent by the close of business on October 22, 2021and (iv) the date of termination of the SPA in accordance with its
terms. The termination of this Agreement shall not prevent any party hereunder from seeking any remedies (at law or in equity) against
another party hereto or relieve such party from liability for such party’s breach of any terms of this Agreement. Notwithstanding
anything to the contrary herein, the provisions of this Section 5(a) shall survive the termination of this Agreement. 


 


5.2
Binding Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of
the parties hereto and their respective permitted successors and assigns. This Agreement and all obligations of any party hereto are
personal and may not be assigned, transferred or delegated by any party at any time without the prior written consent of Reddington,
ASNB and Holder, and any purported assignment, transfer or delegation without such consent shall be null and void ab initio. 


 


5.3
Third Parties. Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the
transactions contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any person that is
not a party hereto or thereto or a successor or permitted assign of such a party.


 




    	A-4



     


    

 


5.4
Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall
be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of law principles thereof.
All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located
in Delaware (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to
the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought
by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action,
any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from
attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this
Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment
in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided
by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding
relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of
such process to such party at the applicable address set forth or referred to in Section 5(g). Nothing in this Section 5(d) shall affect
the right of any party to serve legal process in any other manner permitted by applicable law.


 


5.5
WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (ii) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION 5(e).


 


5.6
Interpretation. The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing
or interpreting this Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used shall include the corresponding
masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii)
the term “including” (and with correlative meaning “include”) shall be deemed in each case to be followed by
the words “without limitation”; (iii) the words “herein,” “hereto,” and “hereby” and
other words of similar import shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or
other subdivision of this Agreement; and (iv) the term “or” means “and/or”. The parties have participated jointly
in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises,
this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring
or disfavoring any party by virtue of the authorship of any provision of this Agreement.


 




    	A-5



     


    

 


5.7
Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been
duly given when delivered (i) in person, (ii) by facsimile or other electronic means, with affirmative confirmation of receipt, (iii)
one Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) Business Days
after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable party
at the following addresses (or at such other address for a party as shall be specified by like notice):


 


	If
    to the Purchaser, to	Reddington
    Partners LLC

    c/o
    PacificWave Partners

    7950
    West Sunset Blvd. - Suite 629

    Los
    Angeles, CA 90046

     

    Attn:
    Henrik Rouf

    hrouf@pacificwavepartners.com

	 	 
	If
    to the Company, to:

     

     
	EKIMAS
    Corporation

    95
    Washington Street, #154

    Canton,
    MA 02021

    Attn:
    CEO

	 	 
	If
    to Holder, to:	the
    address set forth under Holder’s name on the signature page hereto, with a copy (which will not constitute notice) to, if not
    the party sending the notice, each of ASNB and Reddington (and each of their copies for notices hereunder).
	 	 


 


5.8
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived
(either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of Reddington,
ASNB and the Holder. No failure or delay by a party in exercising any right hereunder shall operate as a waiver thereof. No waivers of
or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed
as a further or continuing waiver of any such term, condition, or provision.


 


5.9
Severability. In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction, such
provision shall be modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal
and enforceable, and the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or
impaired thereby nor shall the validity, legality or enforceability of such provision be affected thereby in any other jurisdiction.
Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties will substitute
for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal
and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.


 


5.10
Specific Performance. Holder acknowledges that its obligations under this Agreement are unique, recognizes and affirms that in
the event of a breach of this Agreement by Holder, money damages will be inadequate and ASNB and Reddington will have not adequate remedy
at law, and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by
Holder in accordance with their specific terms or were otherwise breached. Accordingly, ASNB and Reddington shall be entitled to an injunction
or restraining order to prevent breaches of this Agreement by Holder and to enforce specifically the terms and provisions hereof, without
the requirement to post any bond or other security or to prove that money damages would be inadequate, this being in addition to any
other right or remedy to which such party may be entitled under this Agreement, at law or in equity.


 




    	A-6



     


    

 


5.11
Expenses. Each party shall be responsible for its own fees and expenses (including the fees and expenses of investment bankers,
accountants and counsel) in connection with the entering into of this Agreement, the performance of its obligations hereunder and the
consummation of the transactions contemplated hereby; provided, that in the event of any Action arising out of or relating to this Agreement,
the non-prevailing party in any such Action will pay its own expenses and the reasonable documented out-of-pocket expenses, including
reasonable attorneys’ fees and costs, reasonably incurred by the prevailing party.


 


5.12
No Partnership, Agency or Joint Venture. This Agreement is intended to create a contractual relationship among Holder, ASNB and
Reddington, and is not intended to create, and does not create, any agency, partnership, joint venture or any like relationship among
the parties hereto or among any other Company shareholders entering into voting agreements with ASNB or Reddington. Holder is not affiliated
with any other holder of securities of ASNB entering into a voting agreement with ASNB or Reddington in connection with the SPA and has
acted independently regarding its decision to enter into this Agreement. Nothing contained in this Agreement shall be deemed to vest
in ASNB or Reddington any direct or indirect ownership or incidence of ownership of or with respect to any Shares.


 


5.13
Further Assurances. From time to time, at another party’s request and without further consideration, each party shall execute
and deliver such additional documents and take all such further action as may be reasonably necessary or desirable to consummate the
transactions contemplated by this Agreement.


 


5.14
Entire Agreement. This Agreement (together with the SPA to the extent referred to herein) constitutes the full and entire understanding
and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject
matter hereof existing between the parties is expressly canceled; provided, that, for the avoidance of doubt, the foregoing shall not
affect the rights and obligations of the parties under the SPA or any Ancillary Document. Notwithstanding the foregoing, nothing in this
Agreement shall limit any of the rights or remedies of Reddington or any of the obligations of Holder under any other agreement between
Holder and Reddington or any certificate or instrument executed by Holder in favor of Reddington, and nothing in any other agreement,
certificate or instrument shall limit any of the rights or remedies of Reddington or any of the obligations of Holder under this Agreement.


 


5.15
Counterparts; Facsimile. This Agreement may also be executed and delivered by facsimile or electronic signature or by email in
portable document format in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.


 


[Remainder
of Page Intentionally Left Blank; Signature Page Follows]


 




    	A-7



     


    

 


IN
WITNESS WHEREOF, the parties have executed this Voting Agreement as of the date first written above.


 


	 	REDDINGTON
    PARTNERS LLC
	 	 	 
	 	By:	
	 	 	Henrik
    Rouf, Manager
	 	 	 
	 	EKIMAS
    CORPORATION
	 	 	                                                    
	 	By:	
	 	Name:	
	 	Title:	
	 	 	 
	 	Holder:
	 	 
	 	[____________________________]
	 	 
	 	By:	
	 	Name:	
	 	Title:	



 


	 	Number
    of Shares:	 
	 	 	 
	 	Address
    for Notice:
	 	 
	 	Address:	 
	 	 	 
	 	 	 
	 	 	 
	 	Facsimile
    No.:	 
	 	Telephone
    No.:	 
	 	Email:	 


 




    	A-8



     


    

 


Exhibit
B


 


OFFERING
DEPOSIT ACCOUNT AGENCY AGREEMENT


 


This
Offering Deposit Account Agency Agreement (this “Agreement”) is entered into as of October 1, 2021, by and between EKIMAS
Corporation, a Delaware corporation, with its principal office located at 95 Washington St, Suite 154, Canton, MA 02021 (“Company”),
Reddington Partners LLC, a California limited liability company, with its principal office located at 7950 West Sunset Blvd 629, Los
Angeles, CA 90046 (“Purchaser”), Michael Adams, as representative of the Principal Stockholders under the Stock Purchase
Agreement referred to below (“Adams”) and Sutter Securities Inc., a Delaware limited liability company and FINRA registered
Broker/Dealer, with its principal office located at 6 Venture, Suite 395, Irvine, CA 92618 (“Deposit Account Agent”). Company,
Purchaser and Deposit Account Agent shall collectively be referred to as “Parties.”


 


RECITALS


 


This
Agreement is entered into in reference to the following facts:


 


(a)
Upon the terms and subject to the conditions set forth in the stock purchase agreement, dated September 30, 2021 by and among the Company
and Purchaser (the “Stock Purchase Agreement”), and in reliance on the representations and warranties of the Company and
Purchaser contained herein, the Purchaser wishes to purchase the Securities (as defined below) from the Company and the Company wishes
to sell the Securities to the Purchaser shares of Company’s common stock (the “Securities”) for total consideration
of $400,000.00 in cash, of which $205,100 (“Proceeds”) will be deposited to the Deposit Account.


 


(b)
The Company is offering the Securities in a private party transaction described in the Stock Purchase Agreement (the “Offering”)
to the Purchaser pursuant to Regulation D, promulgated under Securities Act of 1933, as amended (the “33 Act”), and represents
that such offering is compliant with all applicable securities laws, including, without limitation, the 33 Act, and any other governing
acts, rules, regulations or amendments promulgated by the Securities and Exchange Commission (“SEC”).


 


(c)
The Company and Purchaser desire that the Deposit Account Agent act as agent for transmission or maintenance of Proceeds received from
the Purchaser until the Offering has Closed (as defined below) or otherwise terminated.


 


(d)
The Deposit Account Agent is willing to act in such capacity, subject to the terms hereof.


 


NOW,
THEREFORE, in consideration of the mutual covenants hereinafter set forth, the Parties hereto hereby agree as follows.


 


ARTICLE
1 - PROCEEDS


 


1.1
Appointment; Account.


 


(a)
The Company and Purchaser hereby appoints the Deposit Account Agent to act as deposit holder for the Proceeds under the terms of this
Agreement. The Deposit Account Agent hereby accepts such appointment, subject to the terms, conditions, and limitations hereof.


 




    	B-1



     


    

 


(b)
Immediately following the Deposit Account Agent’s execution of this Agreement and prior to the date of the commencement of the
Offering, the Parties shall establish an account record designated by the Deposit Account Agent (the “Offering Deposit Account”)
for the purpose of receiving and holding Purchaser’s Proceeds. Purchaser will be instructed to wire funds or make checks payable
directly to Deposit Account Agent in accordance with the instructions in Schedule A. All Parties agree to maintain the Offering
Deposit Account and act with respect to the Offering Deposit Account and Proceeds in a manner that is compliant with SEC Rules SEC Rules
10b-9, 15c3-3, and 15c2-4 promulgated under the Securities Exchange Act of 1934, as amended (including SEC and FINRA interpretations
of such Rules), and all other applicable laws, rules, and regulations.


 


1.2
Deposits Held.


 


(a)
The Company shall direct Purchaser to deliver the Proceeds to the Deposit Account Agent as their purchase for the Offering are accepted.
The Deposit Account Agent shall deposit and hold all Proceeds in the Offering Deposit Account at all times until such funds are disbursed
therefrom in accordance with the terms hereof. As and when such Proceeds are delivered to the Deposit Account Agent, the Company will
also deliver to the Deposit Account Agent copies of the executed Stock Purchase Agreement. Promptly after its receipt thereof, the Deposit
Account Agent shall notify the Company that the Deposit Account Agent has received the Proceeds.


 


(b)
Proceeds in the form of ACH or wire transfer are deemed deposited into the Offering Deposit Account when delivered to the Deposit Account
Agent. Any Proceeds deposited in the form of a check, draft or similar instrument are deemed deposited when the collectability thereof
has been confirmed (hereinafter “Cleared Funds”). All such checks and similar instruments shall be made payable to “Sutter
Securities.” Any checks or other instruments that are not made so payable shall be returned by the Deposit Account Agent to the
party submitting the check or other similar instrument. Any check returned unpaid to the Deposit Account Agent shall be returned to the
party that submitted the check and the Deposit Account Agent shall promptly notify the Company of such return.


 


(c)
The Proceeds shall be disbursed by the Deposit Account Agent from the Offering Deposit Account by wire transfer of funds or by check
payable to the Company at the address set forth herein, except for disbursements of Proceeds payable to itself under the terms hereof.


 


1.3
Investment. The Offering Deposit Account shall be a demand deposit account, and no interest shall accrue on the Proceeds deposited
therein. The Deposit Account Agent shall not be obligated to earn any earnings or interest on the Proceeds.


 


ARTICLE
2 – DISBURSEMENT PROCEDURES


 


2.1
Disbursement of Proceeds. The Deposit Account Agent shall hold and disburse the Proceeds in accordance with the following procedures:


 


(a)
Closings. If, prior to the Termination Date and subsequent to the First Closing, the Deposit Account Agent has received sufficient
Proceeds and receives a written instruction from the Company, the Purchaser and Adams confirming the Second Closing under the Stock Purchase
Agreement (the “Second Closing”), the Deposit Account Agent shall, pursuant to such written instruction, pay such Cleared
Funds promptly (noon the following business day) upon receipt of such written instructions to the Persons and in the amounts specified
in such written instructions. If the Deposit Account Agent does not receive a written instruction regarding the disbursement of any Cleared
Funds remaining in the Deposit Account fifteen (15) business days after the Termination Date, then the Deposit Account Agent will initiate
a return payment to return any Cleared Funds to the Purchaser according to the amount received and cleared from the Purchaser.


 




    	B-2



     


    

 


(b)
Default Provision. If Purchaser fails to make the payments into the Deposit Account as required under this Agreement, Company
shall have the right at its sole discretion to unwind the transaction. If the Securities purchased fails to be delivered in certificate
form in the name of the Purchaser and mailed via courier to Purchaser’s mailing address, on or before 30 days after the Second
Closing, either Purchaser or Company shall have the right at its sole discretion to unwind the transaction. Under such default, the Purchaser
shall still be entitled to a refund of Proceeds held in the Deposit Account under this Agreement and Purchaser shall execute transfer
instructions and a stock power as required by Company’s transfer agent to reinstate the title of the Securities in Company’s
name.


 


(c)
Return of Funds Undeliverable. If any amount of Proceeds is returned to Deposit Account Agent as undeliverable following the operation
of clauses (a)-(b) of this Section 2.1, Deposit Account Agent, in addition to its other rights herein, may maintain and manage
such Proceeds for such period of time as it determines may be necessary or appropriate, including in accordance with applicable state
escheatment and unclaimed property laws, as determined by Deposit Account Agent in its reasonable discretion and may take any other action
permitted by this Agreement.


 


(d)
Fees and Costs. The Company and Buyer agrees to pay all fees and costs associated with the Agreement, including monthly and transactional
fees (which shall include incoming and outgoing return payment fees) as set forth on Schedule B. All disbursements of Proceeds
in Section 2.1(a) after the applicable sale date (to the Company) shall be subject to the fees, costs, expenses and other amounts due
to Deposit Account Agent owed by the Company and any other indemnified party (as defined below) hereunder.


 


ARTICLE
3 - GENERAL TRANSMISSION AND MAINTENANCE OF PAYMENTS PROCEDURES


 


3.1
Accounts and Records. The Deposit Account Agent shall keep accurate books and records of all transactions hereunder. The Parties
shall each have reasonable access to one another’s books and records concerning the Offering and the Proceeds.


 


3.2
Duties. The Deposit Account Agent’s duties hereunder shall be determined solely by the express provisions of this Agreement.
The Deposit Account Agent’s duties are purely contractual in nature. Nothing in this Agreement shall be construed to give rise
to any fiduciary obligations of the Deposit Account Agent with respect to the Purchaser or to the other Parties to this Agreement. Except
for a possible reference to the definitions of certain words or terms defined in the Offering Memorandum, but not defined herein, the
Deposit Account Agent is not charged with any duties with respect to the Offering Memorandum and shall not otherwise be concerned with
the terms thereof. The Deposit Account Agent shall not be required to notify or obtain the consent, approval, authorization, or order
of court or governmental body to perform its obligations under this Agreement, except as expressly provided herein. 


 


3.3
Disputes.


 


(a)
If there is any disagreement or the presentation of any adverse claim or demand in connection with the disbursement of the Proceeds,
the Deposit Account Agent may, at its option, after providing written notice to the Company or Purchaser of such disagreement or adverse
claim or demand, refuse to comply with any such claims or demands during the continuance of such disagreement and may refrain from delivering
any item affected hereby, and in so doing, the Deposit Account Agent shall not become liable to the undersigned or to any other person,
due to its failure to comply with such adverse claim or demand. If the Company does not provide satisfactory assurances to the Deposit
Account Agent that it may act in accordance with the other provisions of this Agreement, then the Deposit Account Agent shall be entitled
to continue, without liability, to refrain and refuse to act until: 


 


(i)
authorized to disburse the Proceeds by an order from a court purporting to have jurisdiction of the Parties and the Proceeds, after which
time the Deposit Account Agent shall be entitled to act in conformity with such order; or


 




    	B-3



     


    

 


(ii)
the Deposit Account Agent (i) shall have been notified that all differences shall have been adjusted by agreement, and (ii) shall have
been directed in writing to take certain actions with respect to the Proceeds subject to the adverse claim or demand, signed jointly
or in counterpart by the Company or Purchaser and by all persons making adverse claims or demands, at which time the Deposit Account
Agent shall be protected in acting in compliance therewith. 


 


(b)
At any time prior to the Deposit Account Agent’s receipt of a court order or a notice, as provided in clauses (i) or (ii)
of this Section 3.3(a), the Deposit Account Agent may, but is not required to, file a suit in interpleader and obtain an order
from the court requiring the Parties to interplead and litigate in such court adverse claims or demands raised pursuant to this Section
3.3. If such interpleader suit is brought, the Deposit Account Agent shall ipso facto be fully released and discharged from
all obligations to further perform any and all duties or obligations imposed upon it in relation to the disputed amount. The Company
and Purchaser agree to reimburse the Deposit Account Agent for all costs, expenses, and reasonable attorney’s fees expended or
incurred by the Deposit Account Agent in connection with such adverse claim or demand, the amount thereof to be fixed and judgment thereof
to be rendered by the court in such lawsuit. 


 


3.4
Liability Limited.


 


(a)
Deposit Account Agent shall have no duties or responsibilities other than the ministerial duties as expressly set forth herein and no
other duties and obligations shall be implied (fiduciary or otherwise). Deposit Account Agent shall have no duty to enforce any obligation
of any person to make any payment or delivery, or to direct or cause any payment or delivery to be made, or to enforce any obligation
of any person to perform any other act. Deposit Account Agent shall be under no liability to the other Parties hereto or to anyone else
by reason of any failure on the part of any party hereto or any maker, guarantor, endorser or other signatory of any document or any
other person to perform such person’s obligations under any such document. Deposit Account Agent shall have no liability with respect
to the transfer or distribution of any funds effected by the Deposit Account Agent pursuant to wiring or transfer instructions provided
to the Deposit Account Agent by the Company, Purchaser or set forth in any subscription agreement. Except for instructions given to Deposit
Account Agent pursuant to a joint written instruction, Deposit Account Agent shall not be obligated to recognize any agreement between
any and all of the persons referred to herein, notwithstanding that references thereto may be made herein and whether or not it has knowledge
thereof. In the event of any conflict between the terms and provisions of this Agreement and any other agreement, the terms and conditions
of this Agreement shall control subject to Section 4.17 hereof.


 


(b)
Deposit Account Agent shall not be liable to the Company, Purchaser or to anyone else for any action taken or omitted by it in good faith
except to the extent that a court of competent jurisdiction determines that Deposit Account Agent’s gross negligence or willful
misconduct was the primary cause of any loss to the Company or Purchaser. In no event shall Deposit Account Agent be liable for incidental,
indirect, special, consequential or punitive damages of any kind whatsoever (including lost profits), even if Deposit Account Agent has
been advised of the likelihood of such loss or damage and regardless of the form of action. The officers, directors, members, partners,
trustees, employees, agents, attorneys or other representatives and Affiliates of Deposit Account Agent owe no duty or obligation to
any party hereunder and shall have no liability to any person by reason of any error of judgment, for any act done or not done, for any
mistake of fact or law, or otherwise. Deposit Account Agent may rely conclusively, and shall be protected in acting, upon any order,
notice, instruction (including a joint written instruction (such as a wire transfer instruction)), request, demand, certificate, opinion
or advice of counsel (including counsel chosen by Deposit Account Agent), statement, instrument, report or other paper or document (not
only as to its due execution and the validity (including the authority of the person signing or presenting the same) and effectiveness
of its provisions, but also as to the truth and acceptability of any information therein contained), which is believed by Deposit Account
Agent to be genuine and to be signed or presented by the proper person or persons. Deposit Account Agent shall not be bound by any notice
or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms thereof, unless evidenced by
a written amendment in accordance with Section 4.11 hereto.


 




    	B-4



     


    

 


(c)
Deposit Account Agent shall not be obligated to take any legal or other action or commence any proceeding in connection with the Proceeds,
any account in which Proceeds are deposited, this Agreement or any other agreement, or to appear in, prosecute or defend any such legal
action or proceeding (whether or not it shall have been furnished with acceptable indemnification and advancement). Deposit Account Agent
may consult legal counsel selected by it in the event of any dispute or question as to the construction of any of the provisions hereof
or of any other agreement or of its duties hereunder, or relating to any dispute or question involving any party hereto, and shall incur
no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instruction of
such counsel. The Company and Purchaser shall promptly pay, upon demand, the reasonable fees, costs and expenses of any such counsel.


 


(d)
Deposit Account Agent shall not be responsible for the sufficiency or accuracy of the form of, or the execution, validity, value or genuineness
of, any document or property received, held or delivered by it hereunder, or of any signature or endorsement thereon, or for any lack
of endorsement thereon, or for any description therein; nor shall Deposit Account Agent be responsible or liable to the other Parties
hereto or to anyone else in any respect on account of the identity, authority or rights of the persons executing or delivering or purporting
to execute or deliver any document or property or this Agreement. Deposit Account Agent shall have no responsibility with respect to
the use or application of any Proceeds paid by Deposit Account Agent pursuant to the provisions hereof. Deposit Account Agent shall have
no duty to solicit any payment which may be due to be paid in Proceeds or to confirm or verify the accuracy or correctness of any amounts
delivered in accordance with this Agreement or the calculation of the Minimum Amount or the Maximum Amount in respect to the Proceeds.
Deposit Account Agent shall not be liable to the Company, Purchaser or to anyone else for any loss, which may be incurred by reason of
any investment of any monies, which it holds hereunder.


 


(e)
Deposit Account Agent shall have the right to assume in the absence of written notice to the contrary from the proper person or persons
that a fact or an event by reason of which an action would or might be taken by Deposit Account Agent does not exist or has not occurred,
without incurring liability to the other Parties hereto or to anyone else for any action taken or omitted, or any action suffered by
it to be taken or omitted, in good faith, in reliance upon such assumption.


 


(f)
Deposit Account Agent is authorized, in its sole discretion, to comply with orders issued or process entered by any court with respect
to the Proceeds, without determination by Deposit Account Agent of such court’s jurisdiction in the matter. If any portion of the
Proceeds is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance
or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made
or entered by any court affecting such property or any part thereof, then and in any such event, Deposit Account Agent is authorized,
in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected
by it is binding upon it without the need for appeal or other action; and if Deposit Account Agent complies with any such order, writ,
judgment or decree, it shall not be liable to any of the Parties hereto or to any other person or entity by reason of such compliance
even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated.


 


3.5
Reliance on Documents, Etc. The Deposit Account Agent may rely on and shall be protected in acting in reliance upon any instructions
or directions furnished to it in writing or pursuant to any provisions of this Agreement and shall be entitled to treat as genuine, and
as the document it purports to be, any letter, paper, or other document furnished to it and believed by it to be genuine and to have
been signed and presented by the proper Party or Parties. The Company and Purchaser shall not include the Deposit Account Agent’s
name in any document unless such document has been approved in writing by the Deposit Account Agent, except with regard to those documents
pertaining to and referring to the Deposit Account Agent’s functions as Proceeds holder pursuant to this Agreement. 


 




    	B-5



     


    

 


3.6
Indemnification. From and at all times after the date of this Agreement, the Company and Purchaser shall, to the fullest extent
permitted by law, defend, indemnify and hold harmless Deposit Account Agent and each of its directors, officers, members, partners, trustees,
employees, attorneys, agents and affiliates (collectively, the “Indemnified Parties”) against any and all actions, claims
(whether or not valid), losses, damages, liabilities, costs, penalties, settlements, judgments and expenses of any kind or nature whatsoever
(including costs and expenses and reasonable attorneys’ fees) incurred by or asserted against any of the Indemnified Parties from
and after the date hereof, whether direct, indirect or consequential, as a result of, in connection with, or arising from or in any way
relating to any claim, demand, suit, action or proceeding (including any inquiry or investigation) by any person, including the Company
and Purchaser, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person (whether it is
an Indemnified Party or not) under any statute or regulation, including any federal or state securities laws, or under any common law
or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of
performance of this Agreement or any transactions contemplated herein or relating hereto (including tax reporting or withholding or the
enforcement of any rights or remedies under or in connection with this Agreement), whether or not any such Indemnified Party is a party
to any such action, proceeding, suit or the target of any such inquiry or investigation (without derogation of any other indemnity afforded
to Deposit Account Agent); provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for any
liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted solely from the gross
negligence or willful misconduct of such Indemnified Party. Each Indemnified Party shall, in its sole discretion, have the right to select
and employ separate counsel with respect to any action or claim brought or asserted against it, and the reasonable fees, costs and expenses
of such counsel shall be paid, upon demand, by the Company and Purchaser.


 


3.7
Compensation. The Company and Purchaser shall compensate Deposit Account Agent for its services hereunder pursuant to Schedule
B. Deposit Account Agent is expressly authorized and directed, but shall not be obligated, to, and may, charge against and disburse
to itself (to the extent Rules 15c2-4 under the Securities Exchange Act of 1934, as amended, permits) from the Proceeds that are payable
to the Company pursuant hereto after the applicable Sale Date(s), from time to time, the amount of any compensation and reimbursement
which are due and payable hereunder, including any amount to which Deposit Account Agent or any other Indemnified Party is entitled to
seek indemnification pursuant to Section 3.6 hereof, or any other amount owing to Deposit Account Agent hereunder. Deposit Account
Agent shall notify the Company and Purchaser of any disbursement from the Proceeds to itself or any other Indemnified Party in respect
of any reimbursement hereunder and shall furnish to the Company and Purchaser copies of all related invoices and other statements through
electronically submitting such notice pursuant to Section 4.2. Subject to Rule 15c2-4 under the Securities Exchange Act of 1934,
as amended, the Company and Purchaser hereby grants to Deposit Account Agent and the other Indemnified Parties a security interest in
and lien upon the Proceeds (a) for the payment of any fees, costs, expenses and other amounts due to Deposit Account Agent or any other
Indemnified Party hereunder and (b) to secure any and all obligations of the Company and Purchaser in this Agreement with the right to
offset any amount due any of them under this Agreement against the Proceeds; provided, however, that such lien shall attach only after
the Sale Date for the applicable Proceeds. If for any reason funds in the Proceeds are insufficient to cover such amount, the Company
and Purchaser shall pay, upon demand, such amounts to Deposit Account Agent or any other Indemnified Party upon receipt of copies of
related invoices and other statements.


 


3.8
Filings and Resolution. Concurrently with their execution and delivery of this Agreement, the Company and Purchaser shall each
deliver to the Deposit Account Agent (a) a copy of its articles of incorporation, certificate of incorporation or similar formation document,
(b) corporate resolutions, signed by its corporate secretary, authorizing it to enter this Agreement, and (c) a Certificate of Authority
in the form acceptable to the Deposit Account Agent. 


 




    	B-6



     


    

 


3.9
Customer Information. Concurrently with its execution and delivery of this Agreement, the Company and Purchaser shall deliver
to the Deposit Account Agent such identification as required by law and such authorization documents, all as the Deposit Account Agent
may require. Without limiting the generality the foregoing, the Company and Purchaser shall deliver to the Deposit Account Agent (a)
a copy of its organizational documents (e.g., articles of incorporation, operating agreement, etc.), (b) corporate/partnership resolutions,
signed by its an appropriate signatory, authorizing it to enter this Agreement, and (c) a completed Certificate of Authority in the form
approved by the Deposit Account Agent, reflecting the names and titles of the persons authorized to sign and deliver any document specified
herein on behalf of any party hereto and an original handwritten exemplar of such persons signature. 


 


3.10
Identification Number. The Company and Purchaser represents and warrants that (a) its Federal tax identification number (“TIN”)
specified on the signature page of this Agreement underneath its signature is correct and is to be used for 1099 tax reporting purposes,
and (b) it is not subject to backup withholding. The Company and Purchaser agree to provide the Deposit Account Agent with the tax identification
number for any person or entity to whom interest is paid on any of the Proceeds. 


 


3.11
Term. The term of this Agreement shall commence as of the date and the year first above written and shall end on the date (the
“Termination Date”) which is either (a) the Company’s notification to the Deposit Account Agent of the termination
of the Offering pursuant to Section 2.1(b) of this Agreement, or (b) the final Closing date; provided, however, that the Deposit
Account Agent shall perform all necessary actions pursuant to Sections 2.1(a), (b), or (c) hereof in connection
with the Proceeds then being held by the Deposit Account Agent, or (c) the date upon which the Deposit Account Agent confirms that it
has received in the Offering Deposit Account in an amount equal to the Proceeds and has received a written instruction confirming the
Closing.


 


During
the Term, the Parties agree that (a) the Proceeds will be held in an account for the exclusive benefit of the Purchaser (as defined under
Rule 15c3-3 of the Securities Exchange Act of 1934) until such time the applicable Securities are considered sold as defined by SEC Rules
and the Offering documents (the “Sale Date”) and (b) the Company is not entitled to any funds received and no amounts deposited
in the Offering Deposit Account shall become the property of the Company or any other entity, or be subject to the debts of the Company
or any other entity.


 


3.12
Termination of Agreement; Resignation of Agent. Upon the first to occur of (a) the disbursement of the Proceeds in accordance
with this Agreement, (b) the resignation of Deposit Account Agent, (c) termination of the Offering either pursuant to Section 2.1(b)
or pursuant to a written instruction, Deposit Account Agent shall be released from its obligations hereunder and Deposit Account
Agent shall have no further obligation or liability whatsoever with respect to this Agreement or the Proceeds and the Offering Deposit
Account shall be closed. In the event of the termination of the Agreement, the Deposit Account Agent shall return all Proceeds to the
Purchaser promptly (noon the following business day) upon notice of such termination. The obligations of the Company and Purchaser will
continue to exist notwithstanding the termination or discharge of Deposit Account Agent’s obligations or liabilities hereunder
until the obligations of the Company and Purchaser have been fully performed.


 


Deposit
Account Agent may resign at any time and be discharged from its duties as Deposit Account Agent hereunder by giving the Company and Purchaser
at least thirty (30) days’ notice thereof, which may be submitted via email. Upon any such notice of resignation, the Company and
Purchaser shall jointly issue to Deposit Account Agent a written instruction authorizing redelivery of the Proceeds to a depository that
has been retained as successor to Deposit Account Agent hereunder prior to the effective date of such resignation. As soon as practicable
after its resignation, Deposit Account Agent shall turn over to such successor deposit account agent or escrow agent all monies and property
held hereunder upon presentation of the document appointing the new deposit account agent or escrow agent and such deposit account agent
or escrow agent’s acceptance thereof, and after deduction and payment (to the extent Rule 15c2-4 under the Securities Exchange
Act of 1934, as amended, permits) to the retiring Deposit Account Agent after the Sale Date with respect to such Proceeds of all fees,
costs and expenses (including court costs and expenses and attorneys’ fees) or any other amount payable to, incurred by, or expected
to be incurred by the retiring Deposit Account Agent in connection with the performance of its duties and the exercise of its rights
hereunder. In the event no successor deposit account agent or escrow agent has been appointed by the Company and Purchaser on or prior
to the date Deposit Account Agent’s resignation is to become effective, Deposit Account Agent shall be entitled to tender into
the custody of any court of competent jurisdiction all assets then held by it hereunder. Deposit Account Agent shall have no responsibility
for the appointment of a successor deposit account agent or escrow agent hereunder.


 




    	B-7



     


    

 


After
Deposit Account Agent’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted
to be taken by it while it was Deposit Account Agent under this Agreement. Any corporation or other entity into which Deposit Account
Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a majority of all
of Deposit Account Agent’s business may be transferred by sale of assets or otherwise, shall be Deposit Account Agent under this
Agreement without further act or consent of any party hereto.


 


ARTICLE
4 - GENERAL PROVISIONS


 


4.1
Representations and Warranties. Each of the Company and Purchaser severally covenants and makes the following representations
and warranties to Deposit Account Agent:


 


(a)
It is duly organized, validly existing, and in good standing under the laws of the state of its incorporation or organization, and has
full power and authority to execute and deliver this Agreement and to perform its obligations hereunder;


 


(b)
This Agreement has been duly approved by all necessary action, including any necessary shareholder or membership approval, has been executed
by its duly authorized officers, and constitutes its valid and binding agreement enforceable in accordance with its terms;


 


(c)
The execution, delivery, and performance of this Agreement is in accordance with the agreements related to the Offering and will not
violate, conflict with, or cause a default under its articles of incorporation, bylaws, management agreement or other organizational
document, as applicable, any applicable law, rule or regulation, any court order or administrative ruling or decree to which it is a
party or any of its property is subject, or any agreement, contract, indenture, or other binding arrangement, including the agreements
related to the Offering, to which it is a party or any of its property is subject;


 


(d)
All information herein is true and accurate and the Deposit Account Agent may rely solely on information in this Agreement and any amendments
to this Agreement. The Deposit Account Agent shall have no responsibility or obligation to interpret the terms of any document related
to the Offering, other than the terms of this Agreement, even if the Deposit Account Agent has received a copy of any such document.


 


(e)
Deposit Account Agent is appointed to act as agent only for the limited purposes set forth in this Agreement; no representation, statement,
communication or other suggestion shall be made that Deposit Account Agent has investigated the desirability or advisability of investment
in the Securities or has approved, endorsed or passed upon the merits of purchasing the Securities; and the name of Deposit Account Agent
has not and shall not be used in any manner in connection with the offering of the Securities other than to state that Deposit Account
Agent has agreed to serve as deposit account agent for the limited purposes set forth in this Agreement;


 


(f)
No party other than the Parties hereto has, or shall have, any lien, claim or security interest in the Proceeds or any part thereof.
No financing statement under the Uniform Commercial Code is on file in any jurisdiction claiming a security interest in or describing
(whether specifically or generally) the Proceeds or any part thereof;


 


(g)
It possesses such valid and current licenses, certificates, authorizations or permits issued by the appropriate state, federal or foreign
regulatory agencies or bodies necessary to conduct its respective businesses, and it has not received any notice of proceedings relating
to the revocation or modification of, or non-compliance with, any such license, certificate, authorization or permit;


 




    	B-8



     


    

 


(h)
It is in compliance with all applicable federal, state, and local laws and regulations, including, but not limited to Securities laws,
including but not limited to disclosure requirements and rules, regulations and guidance related to contingency offerings; and that Company
and Purchaser are in compliance with all anti-money laundering and know-your-customer laws, including the Bank Secrecy Act, the USA PATRIOT
Act, and all regulations promulgated thereunder, and economic sanctions implemented by the Office of Foreign Assets Control;


 


(i)
It is not a target of any governmental investigation or enforcement action or order; and


 


(j)
All of its representations and warranties contained herein are true and complete as of the date hereof and will be true and complete
at the time of any disbursement of Proceeds.


 


4.2
Notice. Any notice, request, demand or other communication provided for hereunder to be given shall be in writing and shall be
delivered personally, by certified mail, return receipt requested, postage prepaid, or by transmission by a telecommunications device,
and shall be effective (a) on the day when personally served, including delivery by overnight mail and courier service, (b) on the third
business day after its deposit in the United States mail, and (c) on the business day of confirmed transmission by telecommunications
device. The addresses of the Parties hereto (until notice of a change thereof is served as provided in this Section 4.2 shall
be as follows: To the Deposit Account Agent:


 


	If
    to the Company:	 
	 	 
	EKIMAS
    Corporation	 
	Attn:
    CEO	 
	95
    Washington St, Suite 154	 
	Canton,
    MA 02021	 
	Phone:
    978-657-0075	 
	Email:
    info@ekimas.com	 
	 	 
	If
    to the Purchaser:	 
	 	 
	Reddington
    Partners LLC	 
	Attn:
    Henrik Rouf	 
	7950
    West Sunset Blvd 629	 
	Los
    Angeles, CA 90046	 
	Phone:
    310-666-0750	 
	Email:
    hrouf@pacificwavepartners.com	 
	 	 
	With
    a copy to:	 
	 	 
	Shumaker
    Mallory LLP	 
	Attn:
    Bennett J. Yankowitz	 
	468
    N. Camden Dr., Suite 350	 
	Beverly
    Hills, CA 90210	 
	Phone:
    424-256-8560	 
	Email:
    yankowitz@smcounsel.com 	 
	 	 
	If
    to Deposit Account Agent: 	 
	 	 
	Sutter
    Securities Inc.	 
	Attn:
    Keith Moore	 
	6
    Venture, Suite 395	 
	Irvine,
    CA 92618	 
	Phone:
    310-504-3706	 
	Email:
    keith.moore@sutterus.com	 
	 	 
	If
    to Adams:	 
	12
    Raven Way	 
	Norway,
    ME 04268 	 
	Phone:
    978-604-6547	 
	Email:
    m.f.adams505@gmail.com	 


 




    	B-9



     


    

 


4.3
Arbitration.


 


(a)
All disputes between the Parties relating to the payment of the Proceeds and/or the Deposit Account Agent’s rights, obligations,
and liabilities arising from or related to this Agreement shall be resolved by mandatory binding expedited arbitration under the JAMS
Comprehensive Arbitration Rules & Procedures in effect as of the date the request for arbitration is filed (the “Rules”)
before a single neutral arbitrator selected in accordance with the Rules. Each of the Parties may initiate such arbitration pursuant
to the Rules. The arbitration shall be held in Los Angeles, California (such site being herein referred to as the “Forum”).
The arbitrator shall issue a written opinion that includes the factual and legal basis for any decision and award, unless the Parties
agree otherwise.


 


(b)
Any court having jurisdiction of the Parties and the subject matter may enforce such a decision. Each of the Parties hereto submits to
the non-exclusive personal jurisdiction of the courts of the Forum as an appropriate place for compelling arbitration or giving legal
confirmation of any arbitration award, and irrevocably waives any objection which it may now or hereafter have to the venue of any such
enforcement proceeding brought in any of said courts and any claim of inconvenient forum. Each of the Parties agrees that service of
process for all arbitration proceedings may be made in accordance with the Rules and shall be deemed effective as provided therein.


 


(c)
Any claim or action of any kind (including, but not limited to, any claims for breach of contract), against the Deposit Account Agent
arising out of or connected with this Agreement shall be barred and waived unless asserted by the commencement of an arbitration proceeding
within 180 days after the accrual of the action or claim. This limitation shall also apply to claims which might otherwise be asserted
against as a “set-off,” credit, cross-complaint, or defense. This section and the forgoing limitation shall survive termination
of this Agreement.


 


4.4
Effect of Agreement. This Agreement shall inure to the benefit of, and be binding upon, the respective successors and assigns
of the Parties hereto.


 


4.5
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.


 




    	B-10



     


    

 


4.6
Counterparts and Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed to be an
original, but which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile
shall be equally effective as delivery of a manually executed counterpart of this Agreement. Any party delivering an executed counterpart
by facsimile shall also deliver a manually executed counterpart of this Agreement, but failure to do so shall not affect the validity,
enforceability, of binding effect of this Agreement.


 


The
intentional action in electronically signing this Agreement shall be evidence of consent to be legally bound by this Agreement, including
any schedules hereto and notices. The use of an electronic version of this Agreement and any notices fully satisfies any requirement
that they be provided to the Parties in writing. Each party is solely responsible for reviewing and understanding all of the terms and
conditions of this Agreement. Each party accepts as reasonable and proper notice, for the purpose of any and all laws, rules and regulations,
notice by electronic means, including, the posting of modifications to this Agreement and any schedule hereto. Each party agrees to not
contest the admissibility or enforceability of the electronically signed copy of this Agreement in any proceeding arising out of the
terms and conditions of this Agreement.


 


4.7
USA Patriot Act Notice. The Deposit Account Agent notifies the Company and Purchaser that pursuant to the requirements of the
USA Patriot Act (Title III of Pub. L. 107-56, signed into law October 26, 2001) (the “Patriot Act”) the Deposit Account Agent
is required to obtain, verify and record information that identifies the other Parties to this Agreement, which information includes
the name and address of those Parties and other information that will allow the Deposit Account Agent to identify them in accordance
with the Patriot Act. In particular:


 


To
help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to
obtain, verify, and record information that identifies each person or entity that opens an account.


 


WHAT
THIS MEANS FOR YOU: when you open an account, we will ask the name and address of the entity and other information that will allow us
to identify the business or organization. We may also ask to see identifying documents.


 


4.8
No Third-Party Beneficiaries. None of the Parties intends that any rights, duties or restrictions contained herein shall inure
to the benefit of any third party.


 


4.9
Final Agreement. This Agreement is intended by the Parties to be the final, complete, and exclusive expression of the agreement
between them. This Agreement supersedes any and all prior oral or written agreements relating to the subject matter hereof. No modification,
rescission, waiver, release, or amendment of any provision of this Agreement shall be made, except by a written agreement signed by the
Parties hereto by a duly authorized officer thereof.


 


4.10
Security Procedures. Deposit Account Agent may rely solely upon any account numbers or similar identifying numbers provided by
the Company and Purchaser, as appropriate, to identify (a) a beneficiary, (b) a beneficiary’s bank, or (c) an intermediary bank.
Deposit Account Agent may apply any of the Proceeds for any payment order it executes using any such identifying number, even where its
use may result in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary’s bank
or an intermediary bank designated.


 


4.11
Amendment or Waiver. This Agreement may be changed, waived, discharged or terminated only by a writing executed by the Parties
hereto; provided, however, that the Deposit Account Agent’s signature (agreement) is not required in respect to any change
to, waiver of, discharge or termination of any section to which it is not subject. No delay or omission by any party hereto in exercising
any right with respect hereto shall operate as a waiver. A waiver on any one occasion shall not be construed as a bar to, or waiver of,
any right or remedy on any future occasion.


 


4.12
Severability. To the extent any provision of this Agreement is prohibited by or invalid under applicable law, such provision shall
be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining
provisions of this Agreement.


 




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4.13
Entire Agreement. This Agreement constitutes the entire agreement between the Parties hereto relating to the holding, investment
and disbursement of Proceeds and sets forth in their entirety the obligations and duties of Deposit Account Agent with respect to the
Proceeds.


 


4.14
Currency. The currency applicable to any amount payable or receivable under this Agreement is United States dollars.


 


4.15
Force Majeure. Notwithstanding anything to the contrary hereunder, Deposit Account Agent shall not be liable for any delay, failure
to perform, or other act or non-act resulting from acts beyond its reasonable control, including acts of God, terrorism, shortage of
supply, labor difficulties (including strikes), war, civil unrest, fire, floods, electrical outages, equipment or transmission failures,
internet interruption, vendor failures (including information technology providers), and other similar causes.


 


4.17
No Strict Construction. The Parties hereto have participated jointly in the negotiation and draft of this Agreement. In the event
any ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if it were drafted jointly by the
Parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of authorship of
any provision of this Agreement.


 


4.18
Priority. In the event of any conflict between the provisions of any schedule attached hereto and the remainder of this Agreement,
this Agreement shall be construed in a manner prescribed by Deposit Account Agent acting in good faith.


 


4.19
Headings. The headings in this Agreement are for convenience purposes and shall be ignored for purposes of enforcing this Agreement,
do not constitute a part of this Agreement, and may not be used by any party hereto to characterize, interpret, limit or affect otherwise
any provision of this Agreement.


 


4.20.
Defined Terms. Capitalized terms not otherwise defined in this Agreement have the meanings set forth in the Stock Purchase Agreement.


 


[Signature
Page to Follow]


 




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IN
WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed delivered by and through its duly authorized representative
as of the date and the year first above written.


 


	COMPANY:	 	PURCHASER:
	 	 	 	 	 
	EKIMAS
    CORPORATION	 	REDDINGTON
    PARTNERS LLC 
	 	 	 	 	 
	By:		 	By:
	
	5.16	Name:
    Michael F. Adams	 	5.18	Name:
    Henrik Rouf
	5.17	Title:
    CEO	 	5.19	Title:
    Sole Member


 


	DEPOSIT
    ACCOUNT AGENT:	 	PRINCIPAL
    STOCKHOLDERS’ REPRESENTATIVE 
	 	 	 	 	 
	SUTTER
    SECURITIES INC.	 	 	 
	 	 	 	 	 
	By:		 	 	                                                        
	5.20	Name:
    Keith Moore	 	Name:	Michael
    Adams
		Title:
    CEO	 	 	 


 


[Signature
Page to the Offering Deposit Account Agency Agreement]


 




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SCHEDULE
A


 


Funding
Instructions


 


Wire
Instructions to Purchaser


 


Purchaser
shall be instructed to wire funds to the Offering Deposit Account held at Pacific Mercantile Bank in connection with the Offering as
follows:


 


**
Federal securities rules require that the exact investment amount is received in the Deposit Account for your investment to be
complete. If the amount that arrives in the Deposit Account is less than the investment amount, this could result in the cancellation
of the investment and return of funds less wire fees. **


 


	ABA
    Routing #:	122242869
	SWIFT
    Code:	PMERUS66
	Bank
    Name:	Pacific Mercantile Bank
	Bank
    Address:	949 South Coast Dr.
	 	Costa Mesa, CA 92626
	 	 
	Beneficiary
    Account Name:	Sutter Securities
	Beneficiary
    Account #:	[To be provided]
	Beneficiary
    Address:	6 Venture, Suite 395
	 	Irvine, CA 92618
	REF:
    	EKIMAS stock purchase


 




    	 



     


    

 


SCHEDULE
B


 


Fee
Schedule


 


	Service	Fee
	Cash
    Management Fee	$5,100.00


 




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