\D ENGINEERING SERVICES AGREEMENT ‘This Agreement is made and entered into and is effective November 10, 2014 and it contains the details of the business relationship between SENSIOTEC ("SENSIOTEC"), a Delaware corporation, with its principal place of business at 75 $® Strest NW, Suite 212, ‘Atlanta, Georgia 30308 and SMC, LLC ("SMC"), e Kentucky limited company, with its ‘rinepat place of business at 400 Enterprise Drive, Nicholasville KY 40356. SENSIOTEC and 'SMC are sometimes collectively refereed to inthis Agreement asthe “Parties.” The intent of his ‘Agreement i to define te Parties’ agreed responsibilities inthe relationship, under which SMC ‘ill provide the goods and services desribed below to SENSIOTEC. 1, Business Relationship. LL Subject t» the terms and conditions of this Agreement, SENSIOTEC wil purchase the Product “iom SMC, and SMC will manufacture and sell the Product 10 SENSIOTEC. "Product" means the Product described in the bill of materials attached as ‘Schedule 1.1(a) nd described inthe Specifications attached as Schedule 1.1(0), a8 amended by the Parties, from time to time. 1.2. Unless otterwise provided in Schedule (a), subject tothe terms and conditions of this Agreement, SENSIOTEC will purchase ftom SMC, and SMC will sell to SENSIOTEC, 100% of SENSIOTEC's requirements for manufacture ofthe Product. The Parties will, fom ime {o time, amend Schedule (a) to reflect any revisions therein; provided that no such revisions is binding unless such revisions have been fully approved in a signed writing by authorized representatives ofboth Pate. 13. The Parties intend for the express terms and conditions contained in this ‘Agreement (including any Schedules and Exhibits hereto) and in any Purchase Order that are consistent with the terms and conditions ofthis Agreement to exclusively gover and control cach of the Paris’ respective rights and obligations regarding the manufacture, purchase and sale ofthe Product and te Parties’ agreement is expressly limited to such terms end conditions. Notwithstanding the foregoing, if any terms and conditions contained in a Purchase Order ‘supplement or conflict with any terms and conditions contained in his Agreement, the applicable term or condition ofthis Agreement wil prevail and such additional, contrary or different terms will have no force or effect. Except for such additional and contrary terms, the terms and conditions of any Purchase Order from SENSIOTEC and confirmation of receipt of such PPrehase Order by SMC (each a “Confirmation”) are incorporated by reference into this ‘Agreement for all applicable purposes hereunder. Without limitation of anything contained in this Section 1.3, any aditional, contrary of different terms or other communications, and any ‘other attempt to modify, supersede, supplement or otherwise alter tis Agreement, are deemed rejected by SENSIOTEC and will not modify this Agreement or be binding on the Parties unless suet terms have been fully approved in a signed writing by authorized representatives of both Parties1.4 Subject to each party’s tenmination rights as hereinafter provided, SENSIOTEC intends for SMC to be the preferred manufacturer of the Product during the term of this ‘Agreement; by prefered manufacturer, itis meant SMC will have the first right to manufacture the Product. 15 During the Term, SMC will not manufacture or sell to any Person other than SENSIOTEC, or ente into any agreement with any Person other than SENSIOTEC related tothe ‘manufacture or sale cf, the Product or other goods or products that are similar to or competitive ‘with the Product. SMC will not, at any time, use any of SENSIOTECs Intellectual Property (as Inereinafter defined )© manufacture or sell Product or other goods or prodets that are silat to ‘or competitive with tte Product to any other SENSIOTEC. This Section 1.5 survives fora period of one year followingespiation or termination of this Agreement 2 Forecast, Orders, Shipment, Delivery and Acceptance 2.1 With respect to any monthly period, SENSIOTEC will provide a Forecast seting, forth good fith proection or estimate of Buyer's requirements for Product duting such period, ‘hich approximates, sed on information reasonably available atthe time to Buyer, the quantity ‘of Product that Buyer may rder for each such period. SMC will communicate and seek approval from SENSIOTEC for purchase of parts and raw materials that create a non-efundable/non- cancellable financial obligation to SENSIOTEC, 22 SENSIOTEC will issue Purchase Orders to SMC in writen or electronic form via facsimile or email containing the quantities of Products constituting SENSIOTEC's requirements or othewise to be included in a paricular order, the Delivery Locations and Requested Delivery Dates for such Products. “Delivery Location” means the street address for Aelivery of the Product specified in the applicable Purchase Order. "Delivery Date" means the Gelivery date for Preduct ordered hereunder that is set forth in a Purchase Onder For the avoidance of doubt, SENSIOTEC will nly be obligated to purchase from SMC, and SMC will ‘only be obligated to sell to SENSIOTEC, the quantities of Product specified in Purchase Order. From time to time, SENSIOTEC may also issued Releases to SMC. “Release” means a ‘document issued by SENSIOTEC to SMC pursuant to @ Purchase Order that provides additional information not specified in the original Purchase Order or previous Release, asthe case may be 23. SMC will send a Confirmation to SENSIOTEC of each Purchase Order issued hereunder within five (S) business days following SMC’s receipt thereof in writen form via facsimile or e-mail. Each Confirmation must reference SENSIOTEC's Purchase Order number, confirm acceptance of the Purchase Order or, solely if permitted under this Section 2.3 advise SENSIOTEC of SMCs rejection of such Purchase Order, the date of acceptance ot rejection and the basis for rejection if applicable. If SMC fails to issue a Confirmation within the time set forth in the first sentece ofthis Section 23, or otherwise commences performance under such Purchase Onder, SMC will be deemed to have accepted the Purchase Order. SENSIOTEC may withdraw any Purchase Order prior to SMC's acceptance thereof. SMC may only reject @ Purchase Orde if a) SMC hes sent SENSIOTEC a Notice of termination under Section 11 or (8) te applicable Purchase Order includes terms and conditions that supplement those contained in this Agreement, which SMC is unwilling 10 accept. SMC may not cancel any previously accepted Purchase Oster hereunder, SENSIOTEC may only cancel a previously ‘Purchase Order pursumnt to the exercise of SENSIOTEC's rights under Section 11, SENSIOTEC. 2has the right fo place Purchase Orders that exceed the forecasted volumes for & given time petiod. 24 Time, quantity and delivery tothe Delivery Location are ofthe essence under this ‘Agreement. SMC will procure materials t, fabricate, assemble, pack, mark and ship roduet in the quantities, by the methods, othe Delivery Locations and by the Delivery Dates, specified in this Agreement or in an applicable Purchase Order or Release. 2.5 SMC will ship Product in accordance with each accepted Order, subject to the terms and conditions ofthis Agreement. Delivery of Product will be made F.0.B. atthe loading dock of SMC's facility onthe dates specified in the applicable Order. 26 _Titleto Product shipped under any Purchase Order and risk of loss forthe Product passes to SENSIOTEC upon SMC's delivery of the Product to the common earier. “Delivery Location” means F.0.B, atthe loading dock of SMC’s facility. SMC will bear all risk of loss oF . SMC will defend, indemnify and hold SENSIOTEC, its subsidiaries, affiliates, officers, managers, members and their employees, agents and representatives hnarmless from and against any and all Losses based on ot arising out of (i) any claims or demands that use SMC Proprietary Information in Manufacturing the Product constitutes infringement; (i) any claims or demands relating to SMC negligence in connection with the manufacture of the Product (including negligence, use, ownership, maintenance, transfer, transportation, or disposal of the material and/or Product while in the possession ‘or eustody of SMC or otherwise; (ji) any claims or demands of SMC violation or alleged violation of aay federal, state, or local laws governing labor practices or environmental Taw; or (iv) ary claims or demands arising out of breach by SMC of any terms and conditions of this Agreement, unless such claims are the result of gross negligence or willful misconeuct by SENSIOTEC. SENSIOTEC will give written notice of any claim or potential claim of Losses to SMC within a reasonable time following the time at which SENSIOTEC first became aware of the circumstances which gave rise to such claim for indemnification hereunder. SMC may, at its option, have control of any litigation and appointment of counsel and defense of third party claims for which SENSIOTEC secks indemnification hereunder, ©. ‘The obligations to indemnify under this Section 13 will the termination or ‘expication ofthis Agreement 1014. Dispute Resolution Both partes wll attempt to reach an amicable resolution of any disputes arising out of or in connection with this Agreement with good faith effort. If the parties cannot resolve the disputes amicably, both parties agree that either party is entitled to initiate an arbitration procedure to resolve the dispute. Any controversy or claim arising out of or relating to this cortract, or the breach thereof, is settled by arbitration edministered by the ‘American Arbitraton Association under its Commercial Arbitration Rules, and judgment ‘on the eward rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitation is exclusive and binding. The arbitration will be eld st an agreed ‘upon neutral geographic location 15, Insurance 4. Each party to this Agreement will msintan insurance to protect itself from claims (® by the pany’s employees, agents and subcontractors under Worker's Compensation and Disability Acts, (i) for damages because of injury to or destruction of tangible property resulting out of any negligent act, omission or willl misconduct ofthe party or the party's employees or subcontractors, (i) for damages because of bodily injury, sickness, disease or ath ofits employees or any other person arising out of any negligent act, omission, oF willful misconduct ofthe party or the party's employees, agents or subcontractors, b. SMC will maintain adequate business loss insurance to cover all materials on hand, finished Product on premises, test fixtures, assembly fixtures, test equipment, work in progress as well as sufficient insurance for consigned materials. SMC will name 'SENSIOTEC on SMC’s policy as additionally insured. SMC will provide SENSIOTEC an ‘Accord form from SMC's carrier on a regular basis 16. Confidentiality, Each party (Receiving Party") agrees to keep confidential, and not disclose or use ‘except in performance of its obligations under this Agreement, confidential or proprictary information related to the other party's ("Disclosing Party") technology or business thatthe Receiving Party leams in connection with this Agreement and any other information received ftom the cer, including without limitation, 10 the extent previously, currently ot subsequently disclosed to the Receiving Party hereunder or otherwise: information relating to Product or technology of the Disclosing Party or the properties, composition, structure, use or processing thereof, or systems therefore, or to the Disclosing Party’s business (including, without limitation, computer programs, code, algorithms, schematics, data, hard ‘ware design, part ist, vender lists, know-how, processes, ideas, customer information, inventions (whether patentable or not), names and expertise of employees and consultants, all information relating to customers and customer transactions and other technical, business, financial, customer and product development plans, forecasts, strategies and information (all of he foregoing, "Confidential Information"). Neither party will disclose the terms of this Agreement to any thitd party, without the prior written consent of the other ‘party. Each party will use reasonable. precautions to protect the other's Confidential Information and employ atleast those precautions that such party employs ta protec its own u‘confident! or proprietary information. "Confidential Information” does not include information the Receiving Party can document (a) is in or (through no improper action or inaction by the Receiving Party or any affiliate, agent or employee) enters the public domain (and is readily available without substantial effort), or (b) was rightfully in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully Aisclosed to it by mother person without restriction, or (d) was independently developed by it by persons without access to such information and without use of any Confidential Information ofthe Disclosing Party. Each party, with prior written notice tothe Disclosing Party, may disclose such Confidential Information to the minimum extent possible that is requited to be disclosed to a governmental entity or agency in connection with secking any {governmental or regulatory approval, or pursuant to the lawful requirement or request of & {governmental entiy or agency (including a court order or subpoena), provided that reasonable measues are taken to guard against further disclosure, including. without limitation, soking appropriate confidential treatment or a protective order, or assisting the other party to dose 17, Intellectual Property. 17.1 Eachofthe Parties acknowledges and agrees that: (®) Bach Party retains exclusive ownership of its Intellectual Property as spplicable ("Background Intellectual Property Rights"), except for any of the Intellectual Property Rights devsloped with respect to, or for incorporation int, the Products, tht are either ‘developed by SENSIOTEC alone, by SENSTIOTEC and SMC jointly or by SMC alone as ‘requested by SENSIOTEC in connection with this Agreement (“Foreground Intellectual Property Rights). “Intellectual Property Rights" means all industrial and other intellectual property rights comprising or relating o: (i) patents; (i) trademarks; ii) itemet domain names, whether or not ‘Trademarks, registered by any authorized private registrar or Governmental Authority, web adresses, web pages, website and URLs; (iv) works of authorship, expressions, designs and ‘design registrations. whether or not copyrightble, including copyrights and copyrightable works, software and firmware, {application programming interfaces, architecture, files, records, schematics, data, da files, nd databases and other specifications and documentation; v) trade secrets; (Vi) semiconductor chips, mask works and the like; and (vii) all industrial and other intellectual property right, and all rights, interests and protections that are asociated with, ‘equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in cach ease whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, such rights or forms of protection pursuant to the Laws of any jurisdiction throughout in any part ofthe word (©) _ SENSIOTEC does not transfer to SMC any ofits Background Intellectual Property Rights, end SMC may not use any of SENSIOTEC’ Background Intellect Property Rights other than to produce and supply Product to SENSIOTEC hereunder. (©) SMC does not transfer to SENSIOTEC any of SMCs Background Intellectual Property Rights, except that SMC grants to SENSIOTEC and its customers the right Rto resell Product ot incorporate Product purchased from SMC into finished goods and to sell such finished goodsto is customers. (@ All Foreground Intellectual Property Rights will be owned by SENSIOTEC. (©) SMC assigns to SENSIOTEC all of SMCS right title and interest in and to all Foreground Intellectual Property Rights, and, tothe extent that any Foreground Intellectual Property Rights are copyrghtable works or Works of authorship including computer programs, technical specifieatons, documentation and manuals) the Parties agree that such works are “works made for hire” for SENSIOTEC under the US Copyright Act; and (9, SMC shall only use the Foreground Intellecwal Property Rights to ‘produce and supply Product to SENSIOTEC; and (@) SMC waives any claim against SENSIOTEC, including any hold-harmless ‘or similar claim, wheter known or unknown, contingent or latent, in any way related toa claim asserted against SMC or SENSIOTEC for intfingement of ay Intellectual Property Rights. (®) Bach of the Parties shall not i. take any action that may interfere with the other Panty’ Intellectual Property Rights including such other Party's ownership or exercise thereof, i, challenge any right, title or interest ofthe other Party in such other Party's Intelectual Property Rights; iii, make any claim or take any action adverse to such other Party's ‘ownership ofits Intllcrual Property Rights; iv. register or apply for registrations, anywhere in the word, the other Party's Trademarks or any other Trademark thats similar to such other Party's Trademarks] or that incorporates such Trademarks in whole or in confusingly similar pat; ¥. use any mark, anywhere, that is confusingly similar to the other Party's Trademarks; vi. misuppropriate say of the other Party's trademarks for use as a domain name without such other Party's prior written consent or vii, _ alter, obscure or remove any of the other Party's trademarks or trademark or copyright notices or any other proprietary rights notices placed on the products purchased under this Agreement (including Product), marketing materials or other materials, 18. Independent. 1BEach party is acting as an independent contactor and not as agent, partner or joint venture with the oer pary for any purpose. Except as provided inthis Agreement, neither party will have any right, power or authority 10 act or to crete any obligation, express or implied, on behalf ofthe other. 19. Governing Law. The validity, interpretation and performance of this Agreement is governed by the laws of the State of Kentucky without regard to such tates conflicts of law principles. 20. Attomeys’ Fees, Court Costs, te non-defalting party engages the services ofan attomey to enforce rights under this, “Agreement, said noo-dfaulting party wll also be entitled to recover its reasonable atorneys* fees and court costs. 21, Notices. For purposes of any notice required to be piven under this Agreement, the addresses of the parties are SENSIOTEC clo Robert Askin. CEO 7538 Steet NW, Suite 212 Allania, GA 30308, Email: robertarkin@sensiote.com smc lo Greg Howard, President 400 Enterprise Dr Nicholasville KY 40356 Email: greg. 1oward@smckyems.com 21. Counterparts ‘This Agreement may be executed in counterpart copies, all of which counterparts will have the same foree and effect as if all parties were to have executed a single copy of this ‘Agreement. 22, Entre Agreement The terms and conditions of this Agreement, including all Product Schedules and accepted Orders, constitute the entire Agreement between the parties hereto with respect to the subject mater hereof and supersede all previous communication, either oral or “4writen, between the parties hereto. There are no understandings, representations or warranties of any kind whatsoever, except as expressly set forth herein or therein 23, Suecessors and Assigns. Neither party may assign its rights, duties or obligations under this Agreement. This ‘Agreement is binding upon the parties and their respective successors and assigns, including suvcessors by way of sale, merger or other business combination, and a successor business by reason ofthe sate ofall or substantially al ofthe party's assets, sexsiorEc By fibad OnBan oe Robt Ain Chief Executive Officer