INDEMNIFICATION
AGREEMENT


 


This
Indemnification Agreement (“Agreement”), dated as of December 4, 2018, is by and between ICOx INNOVATIONS
INC., a Nevada corporation (the “Company”) and Swapan Kakumanu (the “Indemnitee”).


 


WHEREAS:


 


A.
The Indemnitee is a director and/or an officer of the Company;


 


B.
Both the Company and the Indemnitee recognize the increased risk of litigation and other claims being asserted
against directors and officers of public companies;


 


C.
The board of directors of the Company (the “Board”) has determined that enhancing the ability of the
Company to retain and attract as directors and officers the most capable persons is in the best interests of the Company and
that the Company therefore should seek to assure such persons that indemnification and insurance coverage is available;
and


 


D.
In recognition of the need to provide the Indemnitee with substantial protection against personal liability, in order to
procure the Indemnitee’s continued service as a director and/or officer of the Company and to enhance the
Indemnitee’s ability to serve the Company in an effective manner, and in order to provide such protection pursuant to
express contract rights (intended to be enforceable irrespective of, among other things, any amendment to the Company’s
certificate of incorporation or bylaws (collectively, the “Constituent Documents”), any change in the
composition of the Board or any change in control or business combination transaction relating to the Company), the Company
wishes to provide in this Agreement for the indemnification of, and the advancement of Expenses (as defined in Section 1(f)
below) to, Indemnitee as set forth in this Agreement and to the extent insurance is maintained for the continued coverage of
Indemnitee under the Company’s directors’ and officers’ liability insurance policies.


 


NOW,
THEREFORE, in consideration of the foregoing and the Indemnitee’s agreement to continue to provide services to the Company,
the parties agree as follows:


 


	1.	Definitions.
                                         For purposes of this Agreement, the following terms shall have the following meanings:



 


		(a)	“Beneficial
                                         Owner” has the meaning given to the term “beneficial owner” in
                                         Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange
                                         Act”).
	 	 	 
		(b)	“Change
                                         in Control” means the occurrence after the date of this Agreement of any of
                                         the following events:



 


		(i)	any
                                         Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the
                                         Company representing 20% or more of the Company’s then outstanding Voting Securities
                                         unless the change in relative Beneficial Ownership of the Company’s securities
                                         by any Person results solely from a reduction in the aggregate number of outstanding
                                         shares of securities entitled to vote generally in the election of directors;



 




    	 



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		(ii)	the
                                         consummation of a reorganization, merger or consolidation, unless immediately following
                                         such reorganization, merger or consolidation, all of the Beneficial Owners of the Voting
                                         Securities of the Company immediately prior to such transaction beneficially own, directly
                                         or indirectly, more than 50% of the combined voting power of the outstanding Voting Securities
                                         of the entity resulting from such transaction;
	 	 	 
		(iii)	during
                                         any period of two consecutive years, not including any period prior to the execution
                                         of this Agreement, individuals who at the beginning of such period constituted the Board
                                         (including for this purpose any new directors whose election by the Board or nomination
                                         for election by the Company’s stockholders was approved by a vote of at least two-thirds
                                         (2/3) of the directors then still in office who either were directors at the beginning
                                         of the period or whose election or nomination for election was previously so approved)
                                         cease for any reason to constitute at least a majority of the Board; or
	 	 	 
		(iv)	the
                                         stockholders of the Company approve a plan of complete liquidation or dissolution of
                                         the Company or an agreement for the sale or disposition by the Company of all or substantially
                                         all of the Company’s assets.



 


		(c)	“Claim”
                                         means:



 


		(i)	any
                                         threatened, pending or completed action, suit, proceeding or alternative dispute resolution
                                         mechanism, whether civil, criminal, administrative, arbitrative, investigative or other,
                                         and whether made pursuant to federal, state or other law; or
	 	 	 
		(ii)	any
                                         inquiry, hearing or investigation that the Indemnitee determines might lead to the institution
                                         of any such action, suit, proceeding or alternative dispute resolution mechanism.



 


		(d)	“Court”
                                         shall have the meaning ascribed to it in Section 9(e) below.
	 	 	 
		(e)	“Disinterested
                                         Director” means a director of the Company who is not and was not a party to
                                         the Claim in respect of which indemnification is sought by Indemnitee.



 




    	 



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		(f)	“Expenses”
                                         means any and all expenses, including reasonable attorneys’ and experts’
                                         fees, court costs, transcript costs, travel expenses, duplicating, printing and binding
                                         costs, telephone charges, and all other costs and expenses incurred in connection with
                                         investigating, defending, being a witness in or participating in (including on appeal),
                                         or preparing to defend, be a witness or participate in, any Claim. Expenses also shall
                                         include (i) Expenses incurred in connection with any appeal resulting from any Claim,
                                         including without limitation the premium, security for, and other costs relating to any
                                         cost bond, supersedeas bond, or other appeal bond or its equivalent, and (ii) for purposes
                                         of Section 5 only, Expenses incurred by Indemnitee in connection with the interpretation,
                                         enforcement or defense of Indemnitee’s rights under this Agreement, by litigation
                                         or otherwise. Expenses, however, shall not include amounts paid in settlement by Indemnitee
                                         or the amount of judgments or fines against Indemnitee.
	 	 	 
		(g)	“Expense
                                         Advance” means any payment of Expenses advanced to Indemnitee by the Company
                                         pursuant to Section 4 or Section 5 hereof.
	 	 	 
		(h)	“Indemnifiable
                                         Event” means any event or occurrence, whether occurring before, on or after
                                         the date of this Agreement, related to the fact that Indemnitee is or was a director,
                                         officer, employee or agent of the Company or any subsidiary of the Company, or is or
                                         was serving at the request of the Company as a director, officer, employee, member, manager,
                                         trustee or agent of any other corporation, limited liability company, partnership, joint
                                         venture, trust or other entity or enterprise (collectively with the Company, “Enterprise”)
                                         or by reason of an action or inaction by Indemnitee in any such capacity (whether or
                                         not serving in such capacity at the time any Loss is incurred for which indemnification
                                         can be provided under this Agreement).
	 	 	 
		(i)	“Independent
                                         Counsel” means a law firm, or a member of a law firm, that is experienced in
                                         matters of corporation law and neither presently performs, nor in the past two (2) years
                                         has performed, services for either: (i) the Company or Indemnitee (other than in connection
                                         with matters concerning Indemnitee under this Agreement or of other indemnitees under
                                         similar agreements) or (ii) any other party to the Claim 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 the Indemnitee in an action to determine the Indemnitee’s rights under this
                                         Agreement.
	 	 	 
		(j)	“Losses”
                                         means any and all Expenses, damages, losses, liabilities, judgments, fines, penalties
                                         (whether civil, criminal or other), ERISA excise taxes, amounts paid or payable in settlement,
                                         including any interest, assessments, any federal, state, local or foreign taxes imposed
                                         as a result of the actual or deemed receipt of any payments under this Agreement and
                                         all other charges paid or payable in connection with investigating, defending, being
                                         a witness in or participating in (including on appeal), or preparing to defend, be a
                                         witness or participate in, any Claim.
	 	 	 
		(k)	“Person”
                                         means any individual, corporation, firm, partnership, joint venture, limited liability
                                         company, estate, trust, business association, organization, governmental entity or other
                                         entity and includes the meaning set forth in Sections 13(d) and 14(d) of the Exchange
                                         Act.



 




    	 



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		(l)	“Standard
                                         of Conduct Determination” shall have the meaning ascribed to it in Section
                                         9(b) below.
	 	 	 
		(m)	“Voting
                                         Securities” means any securities of the Company that vote generally in the
                                         election of directors.



 


	2.	Services
                                         to the Company. The Indemnitee agrees to continue to serve as a director or officer
                                         of the Company for so long as the Indemnitee is duly elected or appointed or until the
                                         Indemnitee tenders his resignation or is no longer serving in such capacity. This Agreement
                                         shall not be deemed an employment agreement between the Company (or any of its subsidiaries
                                         or Enterprise) and the Indemnitee. The Indemnitee specifically acknowledges that his
                                         employment with or service to the Company or any of its subsidiaries or Enterprise, as
                                         applicable, is at will and the Indemnitee may be discharged at any time for any reason,
                                         with or without cause, except as may be otherwise provided in any written employment
                                         agreement between the Indemnitee and the Company (or any of its subsidiaries or Enterprise),
                                         other applicable formal severance policies duly adopted by the Board or, with respect
                                         to service as a director or officer of the Company, by the Company’s Constituent
                                         Documents or Nevada law. This Agreement shall continue in force after the Indemnitee
                                         has ceased to serve as a director or officer of the Company or, at the request of the
                                         Company, of any of its subsidiaries or Enterprise, as provided in Section 12 hereof.
	 	 
	3.	Indemnification.
                                         Subject to Section 9 and Section 10 of this Agreement, the Company shall indemnify the
                                         Indemnitee, to the fullest extent permitted by the laws of the State of Nevada in effect
                                         on the date hereof, or as such laws may from time to time hereafter be amended to increase
                                         the scope of such permitted indemnification, against any and all Losses if the Indemnitee
                                         was or is or becomes a party to or participant in, or is threatened to be made a party
                                         to or participant in, any Claim by reason of or arising in part out of an Indemnifiable
                                         Event, including, without limitation, Claims brought by or in the right of the Company,
                                         Claims brought by third parties, and Claims in which the Indemnitee is solely a witness.
	 	 
	4.	Advancement
                                         of Expenses. The Indemnitee shall have the right to advancement by the Company, prior
                                         to the final disposition of any Claim by final adjudication to which there are no further
                                         rights of appeal, of any and all Expenses actually and reasonably paid or incurred by
                                         the Indemnitee in connection with any Claim arising out of an Indemnifiable Event. The
                                         Indemnitee’s right to such advancement is not subject to the satisfaction of any
                                         standard of conduct. Without limiting the generality or effect of the foregoing, within
                                         60 days after any request by the Indemnitee, the Company shall, in accordance with such
                                         request, (a) pay such Expenses on behalf of the Indemnitee, (b) advance to the Indemnitee
                                         funds in an amount sufficient to pay such Expenses, or (c) reimburse the Indemnitee for
                                         such Expenses. In connection with any request for Expense Advances, the Indemnitee shall
                                         not be required to provide any documentation or information to the extent that the provision
                                         thereof would undermine or otherwise jeopardize attorney-client privilege. In connection
                                         with any request for Expense Advances, the Indemnitee shall execute and deliver to the
                                         Company an undertaking (which shall be accepted without reference to the Indemnitee’s
                                         ability to repay the Expense Advances) to repay any amounts paid, advanced, or reimbursed
                                         by the Company for such Expenses to the extent that it is ultimately determined, following
                                         the final disposition of such Claim, that the Indemnitee is not entitled to indemnification
                                         hereunder. The Indemnitee’s obligation to reimburse the Company for Expense Advances
                                         shall be unsecured and no interest shall be charged thereon.



 




    	 



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	5.	Indemnification
                                         for Expenses in Enforcing Rights. To the fullest extent allowable under applicable
                                         law, the Company shall also indemnify against, and, if requested by the Indemnitee, shall
                                         advance to the Indemnitee subject to and in accordance with Section 4, any Expenses actually
                                         and reasonably paid or incurred by the Indemnitee in connection with any action or proceeding
                                         by the Indemnitee for (a) indemnification or reimbursement or advance payment of Expenses
                                         by the Company under any provision of this Agreement, or under any other agreement or
                                         provision of the Constituent Documents now or hereafter in effect relating to Claims
                                         relating to Indemnifiable Events, and/or (b) recovery under any directors’ and
                                         officers’ liability insurance policies maintained by the Company. However, in the
                                         event that the Indemnitee is ultimately determined not to be entitled to such indemnification
                                         or insurance recovery, as the case may be, then all amounts advanced under this Section
                                         5 shall be repaid. The Indemnitee shall be required to reimburse the Company in the event
                                         that a final judicial determination is made that such action brought by the Indemnitee
                                         was frivolous or not made in good faith.
	 	 
	6.	Partial
                                         Indemnity. If the Indemnitee is entitled under any provision of this Agreement to
                                         indemnification by the Company for a portion of any Losses in respect of a Claim related
                                         to an Indemnifiable Event but not for the total amount thereof, the Company shall nevertheless
                                         indemnify the Indemnitee for the portion thereof to which the Indemnitee is entitled.
	 	 
	7.	Notification
                                         and Defense of Claims.



 


		(a)	Notification
                                         of Claims. The Indemnitee shall notify the Company in writing as soon as practicable
                                         of any Claim which could relate to an Indemnifiable Event or for which the Indemnitee
                                         could seek Expense Advances, including a brief description (based upon information then
                                         available to the Indemnitee) of the nature of, and the facts underlying, such Claim.
                                         The failure by the Indemnitee to timely notify the Company hereunder shall not relieve
                                         the Company from any liability hereunder unless the Company’s ability to participate
                                         in the defense of such claim was materially and adversely affected by such failure/except
                                         that the Company shall not be liable to indemnify the Indemnitee under this Agreement
                                         with respect to any judicial award in a Claim related to an Indemnifiable Event if the
                                         Company was not given a reasonable and timely opportunity to participate at its expense
                                         in the defense of such action. If at the time of the receipt of such notice, the Company
                                         has directors’ and officers’ liability insurance in effect under which coverage
                                         for Claims related to Indemnifiable Events is potentially available, the Company shall
                                         give prompt written notice to the applicable insurers in accordance with the procedures
                                         set forth in the applicable policies. The Company shall provide to the Indemnitee a copy
                                         of such notice delivered to the applicable insurers, and copies of all subsequent correspondence
                                         between the Company and such insurers regarding the Claim, in each case substantially
                                         concurrently with the delivery or receipt thereof by the Company.



 




    	 



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		(b)	Defense
                                         of Claims. The Company shall be entitled to participate in the defense of any Claim
                                         relating to an Indemnifiable Event at its own expense and, except as otherwise provided
                                         below, to the extent the Company so wishes, it may assume the defense thereof with counsel
                                         reasonably satisfactory to the Indemnitee. After notice from the Company to the Indemnitee
                                         of its election to assume the defense of any such Claim, the Company shall not be liable
                                         to the Indemnitee under this Agreement or otherwise for any Expenses subsequently directly
                                         incurred by the Indemnitee in connection with the Indemnitee’s defense of such
                                         Claim other than reasonable costs of investigation or as otherwise provided below. The
                                         Indemnitee shall have the right to employ its own legal counsel in such Claim, but all
                                         Expenses related to such counsel incurred after notice from the Company of its assumption
                                         of the defense shall be at the Indemnitee’s own expense; provided, however, that
                                         if (i) the Indemnitee’s employment of its own legal counsel has been authorized
                                         by the Company, (ii) the Indemnitee has reasonably determined that there may be a conflict
                                         of interest between the Indemnitee and the Company in the defense of such Claim, (iii)
                                         after a Change in Control, the Indemnitee’s employment of its own counsel has been
                                         approved by the Independent Counsel or (iv) the Company shall not in fact have employed
                                         counsel to assume the defense of such Claim, then the Indemnitee shall be entitled to
                                         retain its own separate counsel (but not more than one law firm plus, if applicable,
                                         local counsel in respect of any such Claim) and all Expenses related to such separate
                                         counsel shall be borne by the Company.



 


	8.	Procedure
                                         upon Application for Indemnification. In order to obtain indemnification pursuant
                                         to this Agreement, the Indemnitee shall submit to the Company a written request therefor,
                                         including in such request such documentation and information as is reasonably available
                                         to the Indemnitee and is reasonably necessary to determine whether and to what extent
                                         the Indemnitee is entitled to indemnification following the final disposition of the
                                         Claim, provided that documentation and information need not be so provided to the extent
                                         that the provision thereof would undermine or otherwise jeopardize attorney-client privilege.
                                         Indemnification shall be made insofar as the Company determines the Indemnitee is entitled
                                         to indemnification in accordance with Section 9 below.
	 	 
	9.	Determination
                                         of Right to Indemnification.



 


		(a)	Mandatory
                                         Indemnification; Indemnification as a Witness.



 


		(i)	To
                                         the extent that the Indemnitee shall have been successful on the merits or otherwise
                                         in defense of any Claim relating to an Indemnifiable Event or any portion thereof or
                                         in defense of any issue or matter therein, including without limitation dismissal without
                                         prejudice, the Indemnitee shall be indemnified against all Losses relating to such Claim
                                         in accordance with Section 3 to the fullest extent allowable by law, and no Standard
                                         of Conduct Determination (as defined in Section 9(b)) shall be required.



 




    	 



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		(ii)	To
                                         the extent that the Indemnitee’s involvement in a Claim relating to an Indemnifiable
                                         Event is to prepare to serve and serve as a witness, and not as a party, the Indemnitee
                                         shall be indemnified against all Losses incurred in connection therewith to the fullest
                                         extent allowable by law and no Standard of Conduct Determination (as defined in Section
                                         9(b)) shall be required.



 


		(b)	Standard
                                         of Conduct. To the extent that the provisions of Section 9(a) are inapplicable to
                                         a Claim related to an Indemnifiable Event that shall have been finally disposed of, any
                                         determination of whether the Indemnitee has satisfied any applicable standard of conduct
                                         under Nevada law that is a legally required condition to indemnification of the Indemnitee
                                         hereunder against Losses relating to such Claim and any determination that Expense Advances
                                         must be repaid to the Company (a “Standard of Conduct Determination”)
                                         shall be made as follows:



 


		(i)	if
                                         no Change in Control has occurred, (A) by a majority vote of the Disinterested Directors,
                                         even if less than a quorum of the Board, (B) by a committee of Disinterested Directors
                                         designated by a majority vote of the Disinterested Directors, even though less than a
                                         quorum or (C) if there are no such Disinterested Directors, by Independent Counsel in
                                         a written opinion addressed to the Board, a copy of which shall be delivered to the Indemnitee;
                                         and
	 	 	 
		(ii)	if
                                         a Change in Control shall have occurred, (A) if the Indemnitee so requests in writing,
                                         by a majority vote of the Disinterested Directors, even if less than a quorum of the
                                         Board or (B) otherwise, by Independent Counsel in a written opinion addressed to the
                                         Board, a copy of which shall be delivered to the Indemnitee.



 


The
Company shall indemnify and hold harmless the Indemnitee against and, if requested by the Indemnitee, shall reimburse the Indemnitee
for, or advance to the Indemnitee, within 60 days of such request, any and all Expenses incurred by the Indemnitee in cooperating
with the person or persons making such Standard of Conduct Determination.


 


		(c)	Making
                                         the Standard of Conduct Determination. The Company shall use its reasonable best
                                         efforts to cause any Standard of Conduct Determination required under Section 9(b) to
                                         be made as promptly as practicable. If the person or persons designated to make the Standard
                                         of Conduct Determination under Section 9(b) shall not have made a determination within
                                         30 days after the later of (A) receipt by the Company of a written request from the Indemnitee
                                         for indemnification pursuant to Section 8 (the date of such receipt being the “Notification
                                         Date”) and (B) the selection of an Independent Counsel, if such determination
                                         is to be made by Independent Counsel, then the Indemnitee shall be deemed to have satisfied
                                         the applicable standard of conduct; provided that such 30-day period may be extended
                                         for a reasonable time, not to exceed an additional 30 days, if the person or persons
                                         making such determination in good faith requires such additional time to obtain or evaluate
                                         information relating thereto. Notwithstanding anything in this Agreement to the contrary,
                                         no determination as to entitlement of the Indemnitee to indemnification under this Agreement
                                         shall be required to be made prior to the final disposition of any Claim.



 




    	 



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		(d)	Payment
                                         of Indemnification. If, in regard to any Losses:



 


		(i)	the
                                         Indemnitee shall be entitled to indemnification pursuant to Section 9(a);
	 	 	 
		(ii)	no
                                         Standard Conduct Determination is legally required as a condition to indemnification
                                         of the Indemnitee hereunder; or
	 	 	 
		(iii)	the
                                         Indemnitee has been determined or deemed pursuant to Section 9(b) or Section 9(c) to
                                         have satisfied the Standard of Conduct Determination,



 


then
the Company shall pay to the Indemnitee, within ten days after the later of (A) the Notification Date or (B) the earliest date
on which the applicable criterion specified in clause (i), (ii) or (iii) is satisfied, an amount equal to such Losses.


 


		(e)	Selection
                                         of Independent Counsel for Standard of Conduct Determination. If a Standard of Conduct
                                         Determination is to be made by Independent Counsel pursuant to Section 9(b)(i), the Independent
                                         Counsel shall be selected by the Board of Directors, and the Company shall give written
                                         notice to the Indemnitee advising him of the identity of the Independent Counsel so selected.
                                         If a Standard of Conduct Determination is to be made by Independent Counsel pursuant
                                         to Section 9(b)(ii), the Independent Counsel shall be selected by the Indemnitee, and
                                         the Indemnitee shall give written notice to the Company advising it of the identity of
                                         the Independent Counsel so selected. In either case, the Indemnitee or the Company, as
                                         applicable, may, within five days after receiving written notice of selection from the
                                         other, deliver to the other a written objection to such selection; provided, however,
                                         that such objection may be asserted only on the ground that the Independent Counsel so
                                         selected does not satisfy the criteria set forth in the definition of “Independent
                                         Counsel” in Section 1(i), and the objection shall set forth with particularity
                                         the factual basis of such assertion. Absent a proper and timely objection, the person
                                         or firm so selected shall act as Independent Counsel. If such written objection is properly
                                         and timely made and substantiated, (i) the Independent Counsel so selected may not serve
                                         as Independent Counsel unless and until such objection is withdrawn or a court has determined
                                         that such objection is without merit; and (ii) the non-objecting party may, at its option,
                                         select an alternative Independent Counsel and give written notice to the other party
                                         advising such other party of the identity of the alternative Independent Counsel so selected,
                                         in which case the provisions of the two immediately preceding sentences, the introductory
                                         clause of this sentence and numbered clause (i) of this sentence shall apply to such
                                         subsequent selection and notice. If applicable, the provisions of clause (ii) of the
                                         immediately preceding sentence shall apply to successive alternative selections. If no
                                         Independent Counsel that is permitted under the foregoing provisions of this Section
                                         9(e) to make the Standard of Conduct Determination shall have been selected within 20
                                         days after the Company gives its initial notice pursuant to the first sentence of this
                                         Section 9(e) or the Indemnitee gives its initial notice pursuant to the second sentence
                                         of this Section 9(e), as the case may be, either the Company or the Indemnitee may petition
                                         a court in Nevada (the “Court”) to resolve any objection which shall
                                         have been made by the Company or the Indemnitee to the other’s selection of Independent
                                         Counsel and/or to appoint as Independent Counsel a person to be selected by the Court
                                         or such other person as the Court shall designate, and the person or firm with respect
                                         to whom all objections are so resolved or the person or firm so appointed will act as
                                         Independent Counsel. In all events, the Company shall pay all of the reasonable fees
                                         and expenses of the Independent Counsel incurred in connection with the Independent Counsel’s
                                         determination pursuant to Section 9(b).



 




    	 



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		(f)	Presumptions
                                         and Defenses.



 


		(i)	Indemnitee’s
                                         Entitlement to Indemnification. In making any Standard of Conduct Determination,
                                         the person or persons making such determination shall presume that the Indemnitee has
                                         satisfied the applicable standard of conduct and is entitled to indemnification, and
                                         the Company shall have the burden of proof to overcome that presumption and establish
                                         that the Indemnitee is not so entitled. Any Standard of Conduct Determination that is
                                         adverse to the Indemnitee may be challenged by the Indemnitee in the Court. No determination
                                         by the Company (including by its directors or any Independent Counsel) that the Indemnitee
                                         has not satisfied any applicable standard of conduct may be used as a defense to any
                                         legal proceedings brought by the Indemnitee to secure indemnification or reimbursement
                                         or advance payment of Expenses by the Company hereunder or create a presumption that
                                         the Indemnitee has not met any applicable standard of conduct.
	 	 	 
		(ii)	Reliance
                                         as a Safe Harbor. For purposes of this Agreement, and without creating any presumption
                                         as to a lack of good faith if the following circumstances do not exist, the Indemnitee
                                         shall be deemed to have acted in good faith and in a manner he reasonably believed to
                                         be in or not opposed to the best interests of the Company if the Indemnitee’s actions
                                         or omissions to act are taken in good faith reliance upon the records of the Company,
                                         including its financial statements, or upon information, opinions, reports or statements
                                         furnished to the Indemnitee by the officers or employees of the Company or any of its
                                         subsidiaries in the course of their duties, or by committees of the Board or by any other
                                         Person (including legal counsel, accountants and financial advisors) as to matters the
                                         Indemnitee reasonably believes are within such other Person’s professional or expert
                                         competence and who has been selected with reasonable care by or on behalf of the Company.
                                         In addition, the knowledge and/or actions, or failures to act, of any director, officer,
                                         agent or employee of the Company shall not be imputed to the Indemnitee for purposes
                                         of determining the right to indemnity hereunder.



 




    	 



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		(iii)	No
                                         Other Presumptions. For purposes of this Agreement, the termination of any Claim
                                         by judgment, order, settlement (whether with or without court approval) or conviction,
                                         or upon a plea of nolo contendere or its equivalent, will not create a presumption that
                                         the Indemnitee did not meet any applicable standard of conduct or have any particular
                                         belief, or that indemnification hereunder is otherwise not permitted.
	 	 	 
		(iv)	Defense
                                         to Indemnification and Burden of Proof. It shall be a defense to any action brought
                                         by the Indemnitee against the Company to enforce this Agreement (other than an action
                                         brought to enforce a claim for Losses incurred in defending against a Claim related to
                                         an Indemnifiable Event in advance of its final disposition) that it is not permissible
                                         under applicable law for the Company to indemnify the Indemnitee for the amount claimed.
                                         In connection with any such action or any related Standard of Conduct Determination,
                                         the burden of proving such a defense or that the Indemnitee did not satisfy the applicable
                                         standard of conduct shall be on the Company.
	 	 	 
		(v)	Resolution
                                         of Claims. The Company acknowledges that a settlement or other disposition short
                                         of final judgment may be successful on the merits or otherwise for purposes of Section
                                         9(a)(i) if it permits a party to avoid expense, delay, distraction, disruption and uncertainty.
                                         In the event that any Claim relating to an Indemnifiable Event to which the Indemnitee
                                         is a party is resolved in any manner other than by adverse judgment against the Indemnitee
                                         (including, without limitation, settlement of such action, claim or proceeding with our
                                         without payment of money or other consideration) it shall be presumed that the Indemnitee
                                         has been successful on the merits or otherwise for purposes of Section 9(a)(i). The Company
                                         shall have the burden of proof to overcome this presumption.



 


	10.	Exclusions
                                         from Indemnification. Notwithstanding anything in this Agreement to the contrary,
                                         the Company shall not be obligated to:



 


		(a)	indemnify
                                         or advance funds to the Indemnitee for Expenses or Losses with respect to proceedings
                                         initiated by the Indemnitee, including any proceedings against the Company or its directors,
                                         officers, employees or other indemnitees and not by way of defense, except:



 


		(i)	proceedings
                                         referenced in Section 5 above (unless a court of competent jurisdiction determines that
                                         each of the material assertions made by the Indemnitee in such proceeding was not made
                                         in good faith or was frivolous); or



 




    	 



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		(ii)	where
                                         the Company has joined in or the Board has consented to the initiation of such proceedings;



 


		(b)	indemnify
                                         the Indemnitee if a final decision by a court of competent jurisdiction determines that
                                         such indemnification is prohibited by applicable law;
	 	 	 
		(c)	indemnify
                                         the Indemnitee for the disgorgement of profits arising from the purchase or sale by the
                                         Indemnitee of securities of the Company in violation of Section 16(b) of the Exchange
                                         Act, or any similar successor statute; and
	 	 	 
		(d)	indemnify
                                         or advance funds to the Indemnitee for the Indemnitee’s reimbursement to the Company
                                         of any bonus or other incentive-based or equity-based compensation previously received
                                         by the Indemnitee or payment of any profits realized by the Indemnitee from the sale
                                         of securities of the Company, as required in each case under the Exchange Act (including
                                         any such reimbursements under Section 304 of the Sarbanes-Oxley Act of 2002 in
                                         connection with an accounting restatement of the Company or the payment to the Company
                                         of profits arising from the purchase or sale by the Indemnitee of securities in violation
                                         of Section 306 of the Sarbanes-Oxley Act).



 


	11.	Settlement
                                         of Claims. The Company shall not be liable to the Indemnitee under this Agreement
                                         for any amounts paid in settlement of any threatened or pending Claim related to an Indemnifiable
                                         Event effected without the Company’s prior written consent, which shall not be
                                         unreasonably withheld; provided, however, that if a Change in Control has occurred, the
                                         Company shall be liable for indemnification of the Indemnitee for amounts paid in settlement
                                         if an Independent Counsel has approved the settlement. The Company shall not settle any
                                         Claim related to an Indemnifiable Event in any manner that would impose any Losses on
                                         the Indemnitee without the Indemnitee’s prior written consent.
	 	 
	12.	Duration.
                                         All agreements and obligations of the Company contained herein shall continue during
                                         the period that the Indemnitee is a director or officer of the Company (or is serving
                                         at the request of the Company as a director, officer, employee, member, trustee or agent
                                         of another Enterprise) and shall continue thereafter (i) so long as the Indemnitee may
                                         be subject to any possible Claim relating to an Indemnifiable Event (including any rights
                                         of appeal thereto) and (ii) throughout the pendency of any proceeding (including any
                                         rights of appeal thereto) commenced by the Indemnitee to enforce or interpret his or
                                         her rights under this Agreement, even if, in either case, he or she may have ceased to
                                         serve in such capacity at the time of any such Claim or proceeding.
	 	 
	13.	Non-Exclusivity.
                                         The rights of the Indemnitee hereunder will be in addition to any other rights the Indemnitee
                                         may have under the Constituent Documents, the general corporate law of the State of Nevada,
                                         any other contract or otherwise (collectively, “Other Indemnity Provisions”);
                                         provided, however, that (a) to the extent that the Indemnitee otherwise would have any
                                         greater right to indemnification under any Other Indemnity Provision, the Indemnitee
                                         will be deemed to have such greater right hereunder and (b) to the extent that any change
                                         is made to any Other Indemnity Provision which permits any greater right to indemnification
                                         than that provided under this Agreement as of the date hereof, the Indemnitee will be
                                         deemed to have such greater right hereunder. The Company will not adopt any amendment
                                         to any of the Constituent Documents the effect of which would be to deny, diminish or
                                         encumber the Indemnitee’s right to indemnification under this Agreement or any
                                         Other Indemnity Provision.



 




    	 



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	14.	Liability
                                         Insurance. For the duration of the Indemnitee’s service as a director and/or
                                         officer of the Company, and thereafter for so long as the Indemnitee shall be subject
                                         to any pending Claim relating to an Indemnifiable Event, the Company shall use commercially
                                         reasonable efforts (taking into account the scope and amount of coverage available relative
                                         to the cost thereof) to continue to maintain in effect policies of directors’ and
                                         officers’ liability insurance providing coverage that is at least substantially
                                         comparable in scope and amount to that provided by the Company’s current policies
                                         of directors’ and officers’ liability insurance. In all policies of directors’
                                         and officers’ liability insurance maintained by the Company, the Indemnitee shall
                                         be named as an insured in such a manner as to provide the Indemnitee the same rights
                                         and benefits as are provided to the most favorably insured of the Company’s directors,
                                         if the Indemnitee is a director, or of the Company’s officers, if the Indemnitee
                                         is an officer (and not a director) by such policy. Upon request, the Company will provide
                                         to the Indemnitee copies of all directors’ and officers’ liability insurance
                                         applications, binders, policies, declarations, endorsements and other related materials.
	 	 
	15.	No
                                         Duplication of Payments. The Company shall not be liable under this Agreement to
                                         make any payment to the Indemnitee in respect of any Losses to the extent the Indemnitee
                                         has otherwise received payment under any insurance policy, the Constituent Documents,
                                         Other Indemnity Provisions or otherwise of the amounts otherwise indemnifiable by the
                                         Company hereunder.
	 	 
	16.	Subrogation.
                                         In the event of payment to the Indemnitee under this Agreement, the Company shall be
                                         subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee.
                                         The Indemnitee shall execute all papers required and shall do everything that may be
                                         necessary to secure such rights, including the execution of such documents necessary
                                         to enable the Company effectively to bring suit to enforce such rights.
	 	 
	17.	Amendments.
                                         No supplement, modification or amendment of this Agreement shall be binding unless executed
                                         in writing by both of the parties hereto. No waiver of any of the provisions of this
                                         Agreement shall be binding unless in the form of a writing signed by the party against
                                         whom enforcement of the waiver is sought, and no such waiver shall operate as a waiver
                                         of any other provisions hereof (whether or not similar), nor shall such waiver constitute
                                         a continuing waiver. Except as specifically provided herein, no failure to exercise or
                                         any delay in exercising any right or remedy hereunder shall constitute a waiver thereof.



 




    	 



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	18.	Binding
                                         Effect. This Agreement shall be binding upon and inure to the benefit of and be enforceable
                                         by the parties hereto and their respective successors (including any direct or indirect
                                         successor by purchase, merger, consolidation or otherwise to all or substantially all
                                         of the business and/or assets of the Company), assigns, spouses, heirs and personal and
                                         legal representatives. The Company shall require and cause any successor (whether direct
                                         or indirect by purchase, merger, consolidation or otherwise) to all, substantially all
                                         or a substantial part of the business and/or assets of the Company, by written agreement
                                         in form and substances satisfactory to the Indemnitee, expressly to assume and agree
                                         to perform this Agreement in the same manner and to the same extent that the Company
                                         would be required to perform if no such succession had taken place.
	 	 
	19.	Severability.
                                         The provisions of this Agreement shall be severable in the event that any of the provisions
                                         hereof (including any portion thereof) are held by a court of competent jurisdiction
                                         to be invalid, illegal, void or otherwise unenforceable, and the remaining provisions
                                         shall remain enforceable to the fullest extent permitted by law. Upon such determination
                                         that any term or other provision is invalid, illegal or unenforceable, the parties hereto
                                         shall negotiate in good faith to modify this Agreement so as to effect the original intent
                                         of the parties as closely as possible in a mutually acceptable manner in order that the
                                         transactions contemplated hereby be consummated as originally contemplated to the greatest
                                         extent possible.
	 	 
	20.	Notices.
                                         All notices, requests, demands and other communications hereunder shall be in writing
                                         and shall be deemed to have been duly given if delivered by hand, against receipt, or
                                         mailed, by postage prepaid, certified or registered mail:



 


		(a)	if
                                         to the Indemnitee, to the address set forth on the signature page hereto.
	 	 	 
		(b)	if
                                         to the Company, to:



 


	ICOx
    Innovations Inc.
	4101
    Redwood Avenue
	Building
    F, Los Angeles CA, 90066
	 
	Attention:	James
    Geiskopf
	Email:	jimmy.geiskopf@icoxinnovations.com


 


Notice
of change of address shall be effective only when given in accordance with this Section. All notices complying with this Section
shall be deemed to have been received on the date of hand delivery or on the third business day after mailing.


 


	21.	Governing
                                         Law and Forum. This Agreement shall be governed by and construed and enforced in
                                         accordance with the laws of the State of Nevada applicable to contracts made and to be
                                         performed in such state without giving effect to its principles of conflicts of laws.
	 	 
	22.	Headings.
                                         The headings of the sections and paragraphs of this Agreement are inserted for convenience
                                         only and shall not be deemed to constitute part of this Agreement or to affect the construction
                                         or interpretation thereof.



 




    	 



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	23.	Counterparts.
                                         This Agreement may be executed in one or more counterparts, each of which shall for all
                                         purposes be deemed to be an original, but all of which together shall constitute one
                                         and the same Agreement.



 


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


 


	ICOx
    INNOVATIONS INC.	 
	 	 
	Per:	/s/
    James Geiskopf	 
	Name:	James
    Geiskopf	 
	Title:	Director	 


 


	INDEMNITEE	 
	 	 	 
	 	/s/
    Swapan Kakuamnu	 
	Name:	Swapan
    Kakumanu	 
	Address:	193
    Simcoe Circle SW	 
	 	Calgary,
    Alberta, T3H 4S3