Exhibit
10.2


 


INDEMNITY
AGREEMENT


 


THIS
INDEMNITY AGREEMENT (this “Agreement”) dated as of October 12, 2021, is made by and between EKIMAS
Corporation, a Delaware corporation (the “Company”), and Bennett
J. Yankowitz (“Indemnitee”).


 


A.
The Company desires to attract and retain the services of highly qualified individuals as directors, officers, employees and Agents.


 


B.
The Company’s Certificate of Incorporation (the “COI”) and bylaws (the “Bylaws”) require
that the Company indemnify its directors, and empower the Company to indemnify its officers, employees and Agents, to the fullest extent
permitted by law, including the Delaware General Corporation Law (the “GCL”) under which the Company is organized,
and the COI and Bylaws expressly provide that the indemnification provided therein is not exclusive and contemplate that the Company
may enter into separate agreements with its directors, officers, and other persons to set forth specific indemnification provisions.


 


C.
Indemnitee does not regard the protection currently provided by applicable law, the Company’s governing documents and available
insurance as adequate under the present circumstances, and the Company has determined that Indemnitee and other directors, officers,
employees, and Agents of the Company may not be willing to serve or continue to serve in such capacities without additional protection.


 


D.
The Company desires and has requested Indemnitee to serve or continue to serve as a director, officer, employee, or Agent of the Company,
as the case may be, and has proffered this Agreement to Indemnitee as an additional inducement to serve in such capacity.


 


E.
Indemnitee is willing to serve, or to continue to serve, as a director, officer, employee, or Agent of the Company, as the case may be,
if Indemnitee is furnished the indemnity provided for herein by the Company.


 


NOW
THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties hereto, intending to be legally bound,
hereby agree as follows:


 


Section
1. Definitions


 


An
“Agent” of the Company means any person who: (i) is or was a director, officer, employee, or other fiduciary of the
Company or a Subsidiary of the Company; or (ii) is or was serving at the request or for the convenience of, or representing the interests
of, the Company or a Subsidiary of the Company, as a director, officer, employee, or other fiduciary of a foreign or domestic corporation,
partnership, joint venture, trust or other enterprise.


 




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“Expenses”
shall be broadly construed and shall include, without limitation, all direct and indirect costs of any type or nature whatsoever (including,
without limitation, all attorneys, witness, or other professional fees and related disbursements, and other out-of-pocket costs of whatever
nature), actually and reasonably incurred by Indemnitee in connection with the investigation, defense, or appeal of a Proceeding or establishing
or enforcing a right to indemnification under this Agreement, the GCL, or otherwise, and amounts paid in settlement by or on behalf of
Indemnitee, but shall not include any judgments, fines or penalties actually levied against Indemnitee for such individual’s violations
of law. The term “Expenses” shall also include reasonable compensation for time spent by Indemnitee for which he is not compensated
by the Company or any Subsidiary or third party (i) for any period during which Indemnitee is not an Agent, in the employment of, or
providing services for compensation to, the Company or any Subsidiary; and (ii) if the rate of compensation and estimated time involved
are approved by the directors of the Company who are not parties to any action with respect to which Expenses are incurred, for Indemnitee
while an Agent of, employed by, or providing services for compensation to, the Company or any Subsidiary.


 


“Independent
Counsel” means a law firm, or a partner (or, if applicable, member) of such a law firm, that is experienced in matters of corporation
law and neither presently is, nor in the past five (5) years has been, retained to represent: (i) the Company or Indemnitee in any matter
material to either such party, or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding
the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional
conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine
Indemnitee’s rights under this Agreement.


 


“Proceeding”
shall be broadly construed and shall include, without limitation, any threatened, pending, or completed action, suit, arbitration, alternate
dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed Proceeding,
whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative or investigative nature, and
whether formal or informal in any case, in which Indemnitee was, is or will be involved as a party or otherwise by reason of: (i) the
fact that Indemnitee is or was a director or officer of the Company; (ii) the fact that any action taken by Indemnitee or of any action
on Indemnitee’s part while act ing as director, officer, employee, or Agent of the Company; or (iii) the fact that Indemnitee is
or was serving at the request of the Company as a director, officer, employee, or Agent of another corporation, partnership, joint venture,
trust, employee, benefit plan or other enterprise, and in any such case described above, whether or not serving in any such capacity
at the time any liability or Expense is incurred for which indemnification, reimbursement, or advancement of Expenses may be provided
under this Agreement.


 


“Subsidiary”
means any corporation or limited liability company of which more than 50% of the outstanding voting securities or equity interests are
owned, directly or indirectly, by the Company and one or more of its subsidiaries, and any other corporation, limited liability company,
partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of
the Company as a director, officer, employee, Agent or fiduciary.


 




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Section
2. Agreement to Serve


 


(a)
Indemnitee will serve, or continue to serve, as a director, officer, employee, or Agent of the Company or any Subsidiary, as the case
may be, faithfully and to the best of his or her ability, at the will of such corporation (or under separate agreement, if such agreement
exists), in the capacity Indemnitee currently serves as an Agent of such corporation, so long as Indemnitee is duly appointed or elected
and qualified in accordance with the applicable provisions of the Bylaws or other applicable charter documents of such corporation, or
until such time as Indemnitee tenders his or her resignation in writing; provided, however, that nothing contained in this Agreement
is intended as an employment agreement between Indemnitee and the Company or any of its subsidiaries or to create any right to continued
employment of Indemnitee with the Company or any of its subsidiaries in any capacity.


 


(b)
The Company acknowledges that it has entered into this Agreement and assumes the obligations imposed on it hereby, in addition to and
separate from its obligations to Indemnitee under the Bylaws, to induce Indemnitee to serve, or continue to serve, as a director, officer,
employee, or Agent of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director,
officer, employee, or Agent of the Company.


 


Section
3. Indemnification


 


(a)
Indemnification in Third Party Proceedings. Subject to Section 10 below, the Company shall indemnify Indemnitee to the fullest
extent permitted by the GCL, as the same may be amended from time to time (but, only to the extent that such amendment permits Indemnitee
to broader indemnification rights than the GCL permitted prior to adoption of such amendment), if Indemnitee is a party to or threatened
to be made a party to or otherwise involved in any Proceeding, for any and all Expenses, actually and reasonably incurred by Indemnitee
in connection with the investigation, defense, settlement, or appeal of such Proceeding.


 


(b)
Indemnification in Derivative Actions and Direct Actions by the Company. Subject to Section 10 below, the Company shall indemnify
Indemnitee to the fullest extent permitted by the GCL, as the same may be amended from time to time (but, only to the extent that such
amendment permits Indemnitee to broader indemnification rights than the GCL permitted prior to adoption of such amendment), if Indemnitee
is a party to or threatened to be made a party to or otherwise involved in any Proceeding by or in the right of the Company to procure
a judgment in its favor, against any and all Expenses actually and reasonably incurred by Indemnitee in connection with the investigation,
defense, settlement, or appeal of such Proceedings.


 




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Section
4. Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that
Indemnitee has been successful on the merits or otherwise in defense of any Proceeding or in defense of any claim, issue, or matter therein,
including the dismissal of any action without prejudice, the Company shall indemnify Indemnitee against all Expenses actually and reasonably
incurred in connection with the investigation, defense, or appeal of such Proceeding.


 


Section
5. Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company
for some or a portion of any Expenses actually and reasonably incurred by Indemnitee in the investigation, defense, settlement, or appeal
of a Proceeding, but is precluded by applicable law or the specific terms of this Agreement to indemnification for the total amount thereof,
the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.


 


Section
6. Advancement of Expenses. To the extent not prohibited by law, the Company shall advance the Expenses incurred by Indemnitee
in connection with any Proceeding, and such advancement shall be made within 20 days after the receipt by the Company of a statement
or statements requesting such advances (which shall include invoices received by Indemnitee in connection with such Expenses but, in
the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause
Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request of the Company,
an undertaking to repay the advancement of Expenses if and to the extent that it is ultimately determined by a court of competent jurisdiction
in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. Advances shall be unsecured,
interest free and without regard to Indemnitee’s ability to repay the Expenses. Advances shall include any and all Expenses actually
and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement,
or otherwise and this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support
the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing
that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined
by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by
the Company. The right to advances under this Section 6 shall continue until final disposition of any Proceeding, including any appeal
therein. This Section 6 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b).


 


Section
7. Notice and Other Indemnification Procedures


 


(a)
Notification of Proceeding. Indemnitee will notify the Company in writing promptly upon being served with any summons, citation,
subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification
or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any
obligation which it may have to Indemnitee under this Agreement or otherwise.


 




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(b)
Request for Indemnification and Indemnification Payments. Indemnitee shall notify the Company promptly in writing upon receiving
notice of nay demand, judgment or other requirement for payment that Indemnitee reasonably believes to the subject to indemnification
under the terms of this Agreement, and shall request payment thereof by the Company. Indemnification payments requested by Indemnitee
under Section 3 hereof shall be made by the Company no later than 60 days after receipt of the written request of Indemnitee. Claims
for advancement of Expenses shall be made under the provisions of Section 6 herein.


 


(c)
Application for Enforcement. If the Company fails to make timely payments as set forth in Section 6 or 7(b) above, Indemnitee
shall have the right to apply to any court of competent jurisdiction for the purpose of enforcing Indemnitee’s right to indemnification
or advancement of Expenses pursuant to this Agreement. In such an enforcement hearing or Proceeding, the burden of proof shall be on
the Company to prove by that indemnification or advancement of Expenses to Indemnitee is not required under this Agreement or permitted
by applicable law. Any determination by the Company (including its Board of Directors, stockholders or Independent Counsel) that Indemnitee
is not entitled to indemnification hereunder shall not be a defense by the Company to the action nor create any presumption that Indemnitee
is not entitled to indemnification or advancement of Expenses hereunder.


 


(d)
Indemnification of Certain Expenses. The Company shall indemnify Indemnitee against all Expenses incurred in connection with any
hearing or Proceeding under this Section 7 unless the Company prevails in such hearing or Proceeding on the merits in all material respects.


 


Section
8. Assumption of Defense. If the Company shall be requested by Indemnitee to pay the Expenses of any Proceeding, the Company,
if appropriate, shall be entitled to assume the defense of such Proceeding, or to participate to the extent permissible in such Proceeding,
with counsel reasonably acceptable to Indemnitee. Upon assumption of the defense by the Company and the retention of such counsel by
the Company, the Company shall not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee
with respect to the same Proceeding, provided that Indemnitee shall have the right to employ separate counsel in such Proceeding at Indemnitee’s
sole cost and Expense. Notwithstanding the foregoing, if Indemnitee’s counsel delivers a written notice to the Company stating
that such counsel has reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct
of any such defense or the Company shall not, in fact, have employed counsel or otherwise actively pursued the defense of such Proceeding
within a reasonable time, then in any such event the fees and Expenses of Indemnitee’s counsel to defend such Proceeding shall
be subject to the indemnification and advancement of Expenses provisions of this Agreement.


 




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Section
9. Insurance. To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors,
officers, employees, or Agents of the Company or of any Subsidiary (“D&O Insurance”), Indemnitee shall be covered
by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director,
officer, employee, or Agent under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms
hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such Proceeding to the
insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable
action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with
the terms of such policies.


 


Section
10. Exceptions


 


(a)
Certain Matters. Any provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms
of this Agreement to indemnify Indemnitee on account of any Proceeding with respect to (i) remuneration paid to Indemnitee if it is determined
by final judgment or other final adjudication that such remuneration was in violation of law (and, in this respect, both the Company
and Indemnitee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under
the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted
to appropriate courts for adjudication, as indicated in Section 10(d) below); (ii) a final judgment rendered against Indemnitee for an
accounting, disgorgement or repayment of profits made from the purchase or sale by Indemnitee of securities of the Company against Indemnitee
or in connection with a settlement by or on behalf of Indemnitee to the extent it is acknowledged by Indemnitee and the Company that
such amount paid in settlement resulted from Indemnitee’s conduct from which Indemnitee received monetary personal profit pursuant
to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, or other provisions of any federal, state or local
statute or rules and regulations thereunder; (iii) a final judgment or other final adjudication that Indemnitee’s conduct was in
bad faith, knowingly fraudulent or deliberately dishonest or constituted willful misconduct (but only to the extent of such specific
determination); or (iv) on account of conduct that is established by a final judgment as constituting a breach of Indemnitee’s
duty of loyalty to the Company or resulting in any personal profit or advantage to which Indemnitee is not legally entitled. For purposes
of the foregoing sentence, a final judgment or other adjudication may be reached in either the underlying Proceeding or action in connection
with which indemnification is sought or a separate Proceeding or action to establish rights and liabilities under this Agreement.


 


(b)
Claims Initiated by Indemnitee. Any provision herein to the contrary notwithstanding, the Company shall not be obligated to indemnify
or advance Expenses to Indemnitee with respect to Proceedings or claims initiated or brought by Indemnitee against the Company or its
directors, officers, employees, or other Agents and not by way of defense, except (i) with respect to Proceedings brought to establish
or enforce a right to indemnification under this Agreement or under any other agreement, provision in the Bylaws or COI or applicable
law, or (ii) with respect to any other Proceeding initiated by Indemnitee that is either approved by the Board of Directors or Indemnitee’s
participation is required by applicable law. However, indemnification or advancement of Expenses may be provided by the Company in specific
cases if the Board of Directors determines it to be appropriate.


 




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(c)
Unauthorized Settlements. Any provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to
the terms of this Agreement to indemnify Indemnitee under this Agreement for any amounts paid in settlement of a Proceeding effected
without the Company’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent to any proposed settlement;
provided, however, that the Company may in any event decline to consent to (or to otherwise admit or agree to any liability for indemnification
hereunder in respect of) any proposed settlement if the Company is also a party in such Proceeding and determines in good faith that
such settlement is not in the best interests of the Company and its stockholders.


 


(d)
Securities Act Liabilities. Any provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant
to the terms of this Agreement to indemnify Indemnitee or otherwise act in violation of any undertaking appearing in and required by
the rules and regulations promulgated under the Securities Act of 1933, as amended (the “Act”), or in any registration
statement filed with the SEC under the Act. Indemnitee acknowledges that paragraph (h) of Item 512 of Regulation S-K currently generally
requires the Company to undertake in connection with any registration statement filed under the Act to submit the issue of the enforceability
of Indemnitee’s rights under this Agreement in connection with any liability under the Act on public policy grounds to a court
of appropriate jurisdiction and to be governed by any final adjudication of such issue. Indemnitee specifically agrees that any such
undertaking shall supersede the provisions of this Agreement and to be bound by any such undertaking.


 


Section
11. Nonexclusivity; Priority of Payment and Survival of Rights


 


(a)
The provisions for indemnification and advancement of Expenses set forth in this Agreement shall not be deemed exclusive of any other
rights which Indemnitee may at any time be entitled under any provision of applicable law, the COI, Bylaws, or other agreements, both
as to action in Indemnitee’s official capacity and Indemnitee’s action as an Agent of the Company, in any court in which
a Proceeding is brought, and Indemnitee’s rights hereunder shall continue after Indemnitee has ceased acting as an Agent of the
Company and shall inure to the benefit of the heirs, executors, administrators and assigns of Indemnitee. The obligations and duties
of the Company to Indemnitee under this Agreement shall be binding on the Company and its successors and assigns until terminated in
accordance with its terms. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business or assets of the Company, expressly to assume and agree to perform this Agreement
in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.


 




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(b)
No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under
this Agreement in respect of any action taken or omitted by such Indemnitee in his or her corporate status prior to such amendment, alteration
or repeal. To the extent that a change in the GCL, whether by statute or judicial decision, permits greater indemnification or advancement
of Expenses than would be afforded currently under the COI, Bylaws, and this Agreement, the parties hereto intend that Indemnitee shall
enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive
of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder,
or otherwise, by Indemnitee shall not prevent the concurrent assertion or employment of any other right or remedy by Indemnitee.


 


Section
12. Term


 


(a)
This Agreement shall continue until and terminate upon the later of:


 


(i)
five years after the date that Indemnitee shall have ceased to serve as a director or and/or officer, employee, or Agent of the Company;
or


 


(ii)
one year after the final termination of any Proceeding, including any appeal then pending, in respect to which Indemnitee was granted
rights of indemnification or advancement of Expenses hereunder.


 


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


 


Section
13. Subrogation. Except as provided in Section 11(b) above, in the event of any payment under this Agreement, the Company shall
be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee (other than against the Fund Indemnitor),
who, at the request and Expense of the Company, shall execute all papers required and shall do everything that may be reasonably necessary
to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce
such rights.


 


Section
14. Interpretation of Agreement. It is understood that the parties hereto intend this Agreement to be interpreted and enforced
so as to provide indemnification to Indemnitee to the fullest extent now or hereafter permitted by law.


 








Section
15. Severability. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever,
(a) the validity, legality and enforceability of the remaining provisions of the Agreement (including without limitation, all portions
of any paragraphs of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves
invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the
provisions of this Agreement (including, without limitation, all portions of any paragraph of this Agreement containing any such provision
held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so as to
give effect to the intent manifested by the provision held invalid, illegal or unenforceable and to give effect to Section 14 hereof.


 






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Section
16. Amendment and Waiver. No supplement, modification, amendment, or cancellation of this Agreement shall be binding unless executed
in writing by the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of
any other provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.


 


Section
17. Notice. Except as otherwise provided herein, any notice or demand which, by the provisions hereof, is required or which may
be given to or served upon the parties hereto shall be in writing and, if by telegram, telecopy or telex, shall be deemed to have been
validly served, given or delivered when sent, if by overnight delivery, courier or personal delivery, shall be deemed to have been validly
served, given or delivered upon actual delivery and, if mailed, shall be deemed to have been validly served, given or delivered three
business days after deposit in the United States mail, as registered or certified mail, with proper postage prepaid and addressed to
the party or parties to be notified at the addresses set forth on the signature page of this Agreement (or such other address(es) as
a party may designate for itself by like notice). If to the Company, notices and demands shall be delivered to the attention of the Secretary
of the Company.


 


Section
18. Governing Law. This Agreement shall be governed exclusively by and construed according to the laws of the State of Nevada,
as applied to contracts between Nevada residents entered into and to be performed entirely within Nevada.


 


Section
19. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed
to be an original but all of which together shall constitute but one and the same Agreement. Only one such counterpart need be produced
to evidence the existence of this Agreement.


 


Section
20. Headings. The headings of the sections of this Agreement are inserted for convenience only and shall not be deemed to constitute
part of this Agreement or to affect the construction hereof.


 


Section
21. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter
hereof and supersedes all prior agreements, understandings and negotiations, written and oral, between the parties with respect to the
subject matter of this Agreement; provided, however, that this Agreement is a supplement to and in furtherance of the COI, the Bylaws,
the GCL, and any other applicable law, and shall not be deemed a substitute therefor, and does not diminish or abrogate any rights of
Indemnitee thereunder.


 


[Signature
page follows]


 




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IN
WITNESS WHEREOF, the parties hereto have entered into this Agreement effective as of the date first above written.


 


	Company:	EKIMAS
    CORPORATION
	 	 	 
	 	By:	 _____________________________,
	 	 	Bennett
    J. Yankowitz, CEO
	 	 	 
	Indemnitee:	 	 
	 	 	Bennett
    J. Yankowitz
	 	 	 
	Approved
    and Agreed to by:	REDDINGTON
    PARTNERS LLC
	 	 	 
	 	By	 
	 	 	Henrik
    Rouf, Manager


 




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