EXHIBIT 10.5



 


INDEMNITY
AGREEMENT


 


THIS
INDEMNITY AGREEMENT (this “Agreement”) dated as of November 20, 2015, is made by and between CoConnect,
Inc., a Nevada corporation (the “Company”), and Henrik Rouf
(“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 Articles of Incorporation (the “Articles”) 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 Nevada Revised Statutes (the “NRS”) under which the Company is organized,
and the Articles 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 NRS, 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 NRS, 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 NRS 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 NRS, 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 NRS 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.


 


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.


 




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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.


 


(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.


 




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(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.


 


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.


 




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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 Articles 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 Articles, 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.


 


(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 NRS, whether by statute or judicial decision, permits greater indemnification
or advancement of Expenses than would be afforded currently under the Articles, 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.


 




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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 Articles, the Bylaws, the NRS, 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:	CoConnect,
    Inc.
	 	 	 
	 	By:	 
	 		Bennett
    J. Yankowitz, President
	 	 	 
	Indemnitee:	 	 
	 	 	Henrik
    Rouf


 




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