Exhibit
10.1


 


NEITHER
THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD,
TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR
(B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY
OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.


 


EKIMAS
CORPORATION


 


WARRANT
TO PURCHASE COMMON STOCK


 


	Warrant
    No. W-2	 	Original
    Issue Date: November 28, 2022


 


EKIMAS
CORPORATION, a Delaware corporation (the “Company”), hereby certifies that, for value received, David C. Volpe
or his permitted registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of
500,000 shares of common stock, $0.001 par value per share (the “Common Stock”), of the Company (each such share,
a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price per share equal
to $1.00 (as adjusted from time to time as provided in Section 9 herein, the “Exercise Price”), at any time and from
time to time on or after the Original Issue Date and through and including 5:00 P.M., New York City time, on December 31, 2027 (the “Expiration
Date”), subject to the following terms and conditions:


 


1.
Definitions. In addition to the terms defined elsewhere in this warrant (this “Warrant”), capitalized terms
that are not otherwise defined herein have the meanings given to such terms in the Regulation S Subscription Agreement dated on or about
the date of this Agreement between the Company and Holder (the “Subscription Agreement”).


 


2.
Registration of Warrants on Company’s Books. The Company shall register this Warrant, upon records to be maintained by
the Company for that purpose (the “Warrant Register”), in the name of the record Holder (which shall include the initial
Holder or, as the case may be, any registered assignee to which this Warrant is permissibly assigned hereunder) from time to time. The
Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof
or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.


 




    	 



    	 



    

 


3.
Registration of Transfers. Subject to the restrictions on transfer set forth in Article III of the Subscription Agreement and
compliance with all applicable securities laws, the Company shall register the transfer of all or any portion of this Warrant in the
Warrant Register, upon (i) surrender of this Warrant, with the Form of Assignment attached as Schedule 2 hereto duly completed
and signed, to the Company at its address specified in the Subscription Agreement and (ii) if the Registration Statement is not effective,
(x) delivery, at the request of the Company, of an opinion of counsel reasonably satisfactory to the Company to the effect that the transfer
of such portion of this Warrant may be made pursuant to an available exemption from the registration requirements of the Securities Act
and all applicable state securities or blue sky laws and (y) delivery by the transferee of a written statement to the Company certifying
that the transferee is an “accredited investor” as defined in Rule 501(a) under the Securities Act and making the representations
and certifications set forth in Article IV of the Subscription Agreement, to the Company at its address specified in the Subscription
Agreement. Upon any such registration or transfer, a new warrant to purchase Common Stock in substantially the form of this Warrant (any
such new warrant, a “New Warrant”) evidencing the portion of this Warrant so transferred shall be issued to the transferee,
and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder.
The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and
obligations of a Holder of a Warrant. Notwithstanding the foregoing, this Warrant may not be transferred in increments of less than 10,000
Warrant Shares unless the entire remaining Warrant is transferred.


 


4.
Exercise and Duration of Warrants.


 


(a)
All or any part of this Warrant shall be exercisable, in whole or in part, by the registered Holder at any time and from time to time
on or after the Original Issue Date and through and including 5:00 P.M., New York City time, on the Expiration Date. At 5:00 P.M., New
York City time, on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value
and this Warrant shall be terminated and no longer outstanding.


 


(b)
The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached as Schedule 1 hereto (the
“Exercise Notice”), appropriately completed and duly signed and (ii) payment in immediately available funds of the
Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised, and the date such items are delivered to
the Company (as determined in accordance with the notice provisions hereof) is an “Exercise Date.” The delivery by (or on
behalf of) the Holder of the Exercise Notice and the applicable Exercise Price as provided above shall constitute the Holder’s
certification to the Company that its representations contained in Article IV of the Subscription Agreement are true and correct as of
the Exercise Date as if remade in their entirety (or, in the case of any transferee Holder that is not a party to the Subscription Agreement,
such transferee Holder’s certification to the Company that such representations are true and correct as to such assignee Holder
as of the Exercise Date). The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder.
Execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original Warrant and issuance of a New
Warrant evidencing the right to purchase the remaining number of Warrant Shares.


 




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5.
Delivery of Warrant Shares.


 


(a)
Upon exercise of this Warrant, the Company shall promptly (but in no event later than three Trading Days after the Exercise Date) issue
or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may
designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to register the Warrant Shares
in a name other than that of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory
to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption
from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), a certificate for the
Warrant Shares issuable upon such exercise, free of restrictive legends, unless a registration statement covering the resale of the Warrant
Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable
without volume restrictions pursuant to Rule 144 under the Securities Act. The Holder, or any Person permissibly so designated by the
Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date.
If the Warrant Shares are to be issued free of all restrictive legends, the Company shall, upon the written request of the Holder, use
its commercially reasonable efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through The Depository
Trust Company or another established clearing corporation performing similar functions, if available; provided, that, the
Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically
through such a clearing corporation.


 


(b)
To the extent permitted by law, the Company’s obligations to issue and deliver Warrant Shares in accordance with the terms hereof
are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with
respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim,
recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company
or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might
otherwise limit such obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Nothing herein shall
limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation,
a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver Common Stock
upon exercise of this Warrant as required pursuant to the terms hereof.


 


6.
Charges, Taxes and Expenses. Issuance and delivery of certificates for shares of Common Stock upon exercise of this Warrant shall
be made without charge to the Holder for any issue or transfer tax, transfer agent fee or other incidental tax or expense in respect
of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the
Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates
for Warrant Shares or Warrants in a name other than that of the Holder or an Affiliate thereof. The Holder shall be responsible for all
other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.


 




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7.
Replacement of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued
in exchange and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only
upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction (in such case) and, in each case,
a customary and reasonable indemnity (which shall not include a surety bond), if requested. Applicants for a New Warrant under such circumstances
shall also comply with such other reasonable regulations and procedures and pay such other reasonable third-party costs as the Company
may prescribe. If a New Warrant is requested as a result of a mutilation of this Warrant, then the Holder shall deliver such mutilated
Warrant to the Company as a condition precedent to the Company’s obligation to issue the New Warrant.


 


8.
Reservation of Warrant Shares. The Company covenants that it will reserve and keep available out of the aggregate of its authorized
but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this
Warrant as herein provided, one hundred percent (100%) of the number of Warrant Shares which are initially issuable and deliverable upon
the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of persons other than the Holder
(taking into account the adjustments and restrictions of Section 9). The Company covenants that all Warrant Shares so issuable and deliverable
shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized,
issued and fully paid and nonassessable. The Company will take all such action as may be necessary to assure that such shares of Common
Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities
exchange or automated quotation system upon which the Common Stock may be listed.


 


9.
Certain Adjustments. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment
from time to time as set forth in this Section 9.


 


(a)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on its Common
Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides its
outstanding shares of Common Stock into a larger number of shares, or (iii) combines its outstanding shares of Common Stock into a smaller
number of shares, then in each such case the Exercise Price shall be multiplied by a fraction, the numerator of which shall be the number
of shares of Common Stock outstanding immediately before such event and the denominator of which shall be the number of shares of Common
Stock outstanding immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph shall become effective immediately
after the record date for the determination of stockholders entitled to receive such dividend or distribution, and any adjustment pursuant
to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date of such subdivision or combination.


 




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(b)
Pro Rata Distributions. If the Company, at any time while this Warrant is outstanding, distributes to all holders of Common Stock
(i) evidences of its indebtedness, (ii) any security (other than a distribution of Common Stock covered by the preceding paragraph),
(iii) rights or warrants to subscribe for or purchase any security, or (iv) any other asset (in each case, “Distributed Property”),
then, upon any exercise of this Warrant that occurs after the record date fixed for determination of stockholders entitled to receive
such distribution, the Holder shall be entitled to receive, in addition to the Warrant Shares otherwise issuable upon such exercise (if
applicable), the Distributed Property that such Holder would have been entitled to receive in respect of such number of Warrant Shares
had the Holder been the record holder of such Warrant Shares immediately prior to such record date.


 


(c)
Fundamental Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation
of the Company with or into another Person, in which the Company is not the survivor and the stockholders of the Company immediately
prior to such merger or consolidation do not own, directly or indirectly, at least fifty percent (50%) of the voting securities of the
surviving entity, (ii) the Company effects any sale of all or substantially all of its assets or a majority of its Common Stock is acquired
by a third party, in each case, in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the
Company or another Person) is completed pursuant to which all or substantially all of the holders of Common Stock are permitted to tender
or exchange their shares for other securities, cash or property, or (iv) the Company effects any reclassification of the Common Stock
or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities,
cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above) (in
any such case, a “Fundamental Transaction”), then the Holder shall thereafter receive, upon exercise of this Warrant,
in lieu of any Warrant Shares, the same amount and kind of securities, cash or property as it would have been entitled to receive upon
the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number
of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein
(the “Alternate Consideration”). The Company shall not effect any such Fundamental Transaction unless prior to or
simultaneously with the consummation thereof, any successor to the Company, surviving entity or the corporation purchasing or otherwise
acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the Holder, such Alternate
Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to purchase and/or receive (as the case may
be), and the other obligations under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions
analogous to a Fundamental Transaction.


 




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(d)
Subsequent Equity Sales. If the Company at any time while this Warrant is outstanding, shall sell or grant any option to purchase,
or sell or grant any right to reprice, or reduce the exercise price on any outstanding option, warrant or convertible securities, or
otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or
any securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation,
any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable
for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Stock Equivalents”), at an effective
price per share less than the Exercise Price then in effect (such lower price, the “Base Share Price” and such issuances
collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the Common Stock or Common
Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion,
exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance,
be entitled to receive shares of Common Stock at an effective price per share that is less than the Exercise Price, such issuance shall
be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance at such effective price), then simultaneously
with the consummation of each Dilutive Issuance the Exercise Price shall be reduced and only reduced to equal the Base Share Price and
the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking
into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment. Such adjustment
shall be made whenever such Common Stock or Common Stock Equivalents are issued. Notwithstanding the foregoing, no adjustments shall
be made, paid or issued under this Section 9(d) in respect of an Exempt Issuance. “Exempt Issuance” means the issuance
of (a) shares of Common Stock or options to employees, officers, directors or consultants (provided that such issuances to consultant
shall not exceed $500,000 of shares in any 12-month period) of the Company pursuant to any stock or option plan duly adopted for such
purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee
directors established for such purpose, (b) securities upon the exercise or exchange of or conversion of any Warrants or Warrant Shares
issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding
on the date of this Warrant, provided that such securities have not been amended since the date of this Warrant to increase the number
of such securities or to decrease the exercise price, exchange price or conversion price of such securities, and (c) securities issued
pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that
any such issuance shall only be to a person or entity (or to the equityholders of a person or entity) which is, itself or through its
subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide
to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is
issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.


 


(e)
The Company shall notify the Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common
Stock or Common Stock Equivalents subject to this Section 9(d), indicating therein the applicable issuance price, or applicable reset
price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”). For
purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 9(d), upon the occurrence
of any Dilutive Issuance, the Holder is entitled to receive a number of Warrant Shares based upon the Base Share Price regardless of
whether the Holder accurately refers to the Base Share Price in the Notice of Exercise. Notwithstanding anything herein to the contrary,
this Section 9(d) shall terminate and be of no further force or effect after six months after the date that all of the Warrant Shares
are freely tradable under Rule 144 without the requirement to be in compliance with the current public information requirements thereunder.


 


(f)
Number of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to paragraph (a) and (e) of this Section,
the number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so
that after such adjustment the aggregate Exercise Price payable hereunder for the increased or decreased number of Warrant Shares shall
be the same as the aggregate Exercise Price in effect immediately prior to such adjustment.


 




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(g)
Calculations. All calculations under this Section 9 shall be made to the nearest cent or the nearest share, as applicable. The
number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the Company,
and the sale or issuance of any such shares shall be considered an issue or sale of Common Stock.


 


(h)
Notice of Adjustments. Upon the occurrence of each adjustment pursuant to this Section 9, the Company at its expense will, at
the written request of the Holder, promptly compute such adjustment, in good faith, in accordance with the terms of this Warrant and
prepare a certificate setting forth such adjustment, including a statement of the adjusted Exercise Price and adjusted number or type
of Warrant Shares or other securities issuable upon exercise of this Warrant (as applicable), describing the transactions giving rise
to such adjustments and showing in detail the facts upon which such adjustment is based. Upon written request, the Company will promptly
deliver a copy of each such certificate to the Holder and to the Company’s transfer agent.


 


(i)
Notice of Corporate Events. If, while this Warrant is outstanding, the Company (i) declares a dividend or any other distribution
of cash, securities or other property in respect of its Common Stock, including, without limitation, any granting of rights or warrants
to subscribe for or purchase any capital stock of the Company or any subsidiary, (ii) authorizes or approves, enters into any agreement
contemplating or solicits stockholder approval for any Fundamental Transaction or (iii) authorizes the voluntary dissolution, liquidation
or winding up of the affairs of the Company, then, except if such notice and the contents thereof shall be deemed to constitute material
non-public information, the Company shall deliver to the Holder a notice describing the material terms and conditions of such transaction
at least ten (10) Trading Days prior to the applicable record or effective date on which a Person would need to hold Common Stock in
order to participate in or vote with respect to such transaction, and the Company will take all steps reasonably necessary in order to
ensure that the Holder is given the practical opportunity to exercise this Warrant prior to such time so as to participate in or vote
with respect to such transaction; provided, however, that the failure to deliver such notice or any defect therein shall not affect
the validity of the corporate action required to be described in such notice.


 


10.
Payment of Exercise Price. The Holder shall pay the Exercise Price in immediately available funds.


 


11.
No Fractional Shares. No fractional Warrant Shares will be issued in connection with any exercise of this Warrant. In lieu of
any fractional shares which would, otherwise be issuable, the number of Warrant Shares to be issued shall be rounded down to the next
whole number and the Company shall pay the Holder in cash the fair market value (based on the Closing Sale Price) for any such fractional
shares.


 


12.
Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder (including,
without limitation, any Exercise Notice) shall be in writing and shall be deemed given and effective on the earliest of (i) the date
of transmission, if such notice or communication is delivered via facsimile (provided the sender receives a machine generated confirmation
of successful transmission) at the facsimile number specified in the Subscription Agreement prior to 5:00 P.M., New York City time, on
a Trading Day, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at
the facsimile number specified in the Subscription Agreement on a day that is not a Trading Day or later than 5:00 P.M., New York City
time, on any Trading Day, (iii) the Trading Day following the date of mailing, if sent by nationally recognized overnight courier service
specifying next business day delivery, or (iv) upon actual receipt by the party to whom such notice is required to be given, if by hand
delivery. The address and facsimile number of a party for such notices or communications shall be as set forth in the Subscription Agreement
unless changed by such party by two Trading Days’ prior notice to the other party in accordance with this Section 12.


 




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13.
Warrant Agent. The Company shall serve as warrant agent under this Warrant. Upon thirty (30) days’ notice to the Holder,
the Company may appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged or any corporation
resulting from any consolidation to which the Company or any new warrant agent shall be a party or any corporation to which the Company
or any new warrant agent transfers substantially all of its corporate trust or shareholders services business shall be a successor warrant
agent under this Warrant without any further act. Any such successor warrant agent shall promptly cause notice of its succession as warrant
agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s last address as shown on the Warrant Register.


 


14.
Miscellaneous.


 


(a)
No Rights as a Shareholder. The Holder, solely in such Person’s capacity as a holder of this Warrant, shall not be entitled
to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in
this Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the Holder of this Warrant, any of the
rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization,
issue of stock, reclassification of stock, consolidation, merger, amalgamation, conveyance or otherwise), receive notice of meetings,
receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which such Person is
then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as
imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of
the Company, whether such liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this Section 14(a),
the Company shall provide the Holder with copies of the same notices and other information given to the shareholders of the Company,
contemporaneously with the giving thereof to the shareholders.


 


(b)
Successors and Assigns. Subject to the restrictions on transfer set forth in this Warrant and in Section 4.1 of the Subscription
Agreement, and compliance with applicable securities laws, this Warrant may be assigned by the Holder. This Warrant may not be assigned
by the Company except to a successor in the event of a Fundamental Transaction. This Warrant shall be binding on and inure to the benefit
of the parties hereto and their respective successors and assigns. Subject to the preceding sentence, nothing in this Warrant shall be
construed to give to any Person other than the Company and the Holder any legal or equitable right, remedy or cause of action under this
Warrant. This Warrant may be amended only in writing signed by the Company and the Holder, or their successors and assigns.


 




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(c)
Governing Law; Jurisdiction. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS
WARRANT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES
OF CONFLICTS OF LAW THEREOF. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING
IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY TRANSACTION
CONTEMPLATED HEREBY OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY OF THE TRANSACTION DOCUMENTS), AND HEREBY IRREVOCABLY
WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF
ANY SUCH COURT. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT,
ACTION OR PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY) TO
SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THE SUBSCRIPTION AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE
GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO
SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. EACH PARTY HEREBY WAIVES ALL RIGHTS TO A TRIAL BY JURY.


 


(d)
Headings. The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit
or affect any of the provisions hereof.


 


(e)
Severability. In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the
validity and enforceability of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby,
and the parties will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute
therefor, and upon so agreeing, shall incorporate such substitute provision in this Warrant.


 


IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.


 


	 	EKIMAS
    CORPORATION
	 	 	 
	 	By:	/s/
    Bennett J. Yankowitz 
	 	 	Bennett
    J. Yankowitz
	 	 	Chief
    Executive Officer


 




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SCHEDULE
1


 


FORM
OF EXERCISE NOTICE


 


(To
be executed by the Holder to purchase shares of Common Stock under the foregoing Warrant)


 


Ladies
and Gentlemen:


 


The
undersigned is the Holder of Warrant No.W-2 (the “Warrant”) issued by EKIMAS Corporation, a Delaware corporation (the
“Company”). Capitalized terms used herein and not otherwise defined herein have the respective meanings set forth
in the Warrant.


 


The
undersigned hereby exercises its right to purchase __________ Warrant Shares pursuant to the Warrant.


 


Pursuant
to this Exercise Notice, the Company shall deliver to the Holder _____________ Warrant Shares in accordance with the terms of the Warrant.


 


Dated:
_______________________________


 


Name
of Holder: ________________________


 


By:
__________________________________


 


Name:
________________________________


 


Title:
_________________________________


 


(Signature
must conform in all respects to name of Holder as specified on the face of the Warrant)


 




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SCHEDULE
2 


 


EKIMAS
CORPORATION


 


FORM
OF ASSIGNMENT


 


[To
be completed and signed only upon transfer of Warrant]


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________ (the “Transferee”) the right
represented by the within Warrant to purchase ___________ shares of Common Stock of EKIMAS Corporation (the “Company”)
to which the within Warrant relates and appoints ___________________ attorney to transfer said right on the books of the Company with
full power of substitution in the premises. In connection therewith, the undersigned represents, warrants, covenants and agrees to and
with the Company that:


 


(a)
the offer and sale of the Warrant contemplated hereby is being made in compliance with Section 4(1) of the United States Securities Act
of 1933, as amended (the “Securities Act”) or another valid exemption from the registration requirements of Section
5 of the Securities Act and in compliance with all applicable securities laws of the states of the United States;


 


(b)
the undersigned has not offered to sell the Warrant by any form of general solicitation or general advertising, including, but not limited
to, any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over
television or radio, and any seminar or meeting whose attendees have been invited by any general solicitation or general advertising;


 


(c)
the undersigned has read the Transferee’s investment letter included herewith, and to its actual knowledge, the statements made
therein are true and correct; and


 


(d)
the undersigned understands that the Company may condition the transfer of the Warrant contemplated hereby upon the delivery to the Company
by the undersigned or the Transferee, as the case may be, of a written opinion of counsel (which opinion shall be in form, substance
and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration
under the Securities Act and under applicable securities laws of the states of the United States.


 


	Dated:
____________________________________    	 	 
	 	 	 
	 	 	 ______________________________________________
	 	 	(Signature
    must conform in all respects to name of holder as specified on the face of the Warrant)
	 	 	 
	 	 	 ______________________________________________
	 	 	Address
    of Transferee
	 	 	 
	 	 	 ______________________________________________
	In
    the presence of:	 	 
	 	 	 
	 _________________________________________	 	 


 




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