Exhibit 10.2


 


 


 


BUSINESS
AGREEMENT


Strategic Partnership between Microphase
Corporation and Dynamac, Inc.


 


This Business Agreement (“Agreement”)
is entered between Microphase Corporation (hereinafter “Microphase”) a Connecticut Corporation with offices at 587
Connecticut Avenue, Norwalk, Connecticut 06854 and Dynamac, Inc. (hereinafter “Dynamac”) an Illinois Corporation with
offices at 1229 Capitol Drive, Addison, IL 60101. Microphase and Dynamac are also hereinafter referred to individually as “the
Party” and together as “the Parties”.


 


		1.	Business Opportunity: Microphase and Dynamac believe that there are significant potential
opportunities in the RF/Microwave Test and Measurement industry for low-cost high frequency calibrated test probe products and
related test platforms and accessories. Microphase and Dynamac have agreed to form a strategic partnership that will let both companies
use their core competencies, technologies, and resources to develop, manufacture, and market a unique portfolio of industry’s
first low cost RF/Microwave and Millimeter-wave calibrated test probes and related universal test platforms as alternative commercial
products to conventional expensive custom test solutions.



 


(a) Dynamac


 


Dynamac has a unique portfolio
of proprietary high frequency calibrated test probes which has been successfully developed for testing a wide range of RF and Microwave
passive and active components, devices, and circuits covering a frequency range from DC to 14 GHz. Dynamac is also currently developing
test probe technology that will extend frequency range of its calibrated probes to 80 GHz covering Millimeter-wave market. Dynamac’s
calibrated test probe technology and related accessories are protected by registered patents, patent applications in preparation,
and trade secrets. Dynamac’s calibrated test probes and related accessories are intended for day to day use by thousands
of RF and Microwave electronics and wireless design engineers worldwide across a multitude of diverse market sectors with a combined
TAM exceeding $900 million. Dynamac proprietary calibrated test probes have not been released to market. Dynamac has been contemplating
creation of a separate and independent business unit dedicated to test probe business. However, after initial discussions with
Microphase Dynamac has indicated its desire to partner with Microphase for marketing and business development of its RF/Microwave
calibrated test probe product line and related accessories. It is anticipated that an alliance with


 


Microphase Corporation 587 Connecticut Ave,
Norwalk CT 06854 (203) 866-8000 www.microphase.com


 




    	 



    	 



    

 


Microphase will be more efficient
and most cost effective “go-to-market” strategy for Dynamac based upon which Microphase, through its established brand
and long history in the RF/Microwave industry, can dominate the market and position both companies for substantial financial success.


 


(b) Microphase


 


Microphase is interested in expanding
its market focus through broadening its product offering and diversifying its customer base to support its strategic plan and revenue
growth objectives. Microphase has marketing, business development and engineering expertise and resources to support this new initiative
for Dynamac’s calibrated test probe products and related accessories provided that Microphase is guaranteed to be the sole
supplier of calibrated test probe solutions and all related test platforms and accessories worldwide. Microphase agrees to only
use parts manufactured and supplied by Dynamac for final product assembly and test by Microphase, except for certain cable assemblies
and laser engraved wood cases which Microphase will have the right to procure from independent sources.


 


		2.	Product Roadmap: Microphase and Dynamac agree to work together to develop a joint
product roadmap based on currently finished products by Dynamac and those products that are currently in development, collectively
the test and measurement product line (“the Product Line”) to address test and measurement market opportunities extending
into Millimeter-wave range. All costs associated with development and completion of any new products will be covered by the Parties
according to the responsibilities identified and assigned tasks between the Parties.



 


		3.	Private Labeling: Dynamac agrees to private label its proprietary RF/Microwave calibrated
test probes, test platforms, and related accessories for Microphase. Microphase shall have the right to market private labeled
calibrated test probes, test platforms, and related accessories under Microphase brand to North American and European customers
as well as to end users in other parts of the world. If private labeled products are offered in China, South Korea, and Taiwan
Dynamac agrees to file for patent protection in these countries. Microphase agrees to share the cost for filings. Dynamac agrees
to private label its proprietary RF/Microwave test probes, test platforms, and related accessories listed in Appendix (A) for Microphase.



 


		4.	Manufacturing: Dynamac will be responsible for manufacturing all machined piece parts
as well as anodizing, laser engraving, and gold plating for all products listed in the definitive agreement at its facilities in
Addison, IL at an agreed standard cost. Products may be ordered by Microphase from Dynamac in agreed lot sizes and delivered to
the Microphase facility in Connecticut. Dynamac will invoice Microphase for supply of finished private labeled piece parts and
will grant Microphase a 60 day payment term.



 


		5.	Product Assembly and Test: Microphase will be responsible for final product assembly,
test, and QC. Microphase may have to generate its own internal engineering and manufacturing drawings according to its own internal
manufacturing standards and



 




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		 	policies. Dynamac agrees to assist Microphase with preparation of documentation should need arise.
All probe products will be assembled and tested by Microphase at Microphase facilities. Certain universal test platforms may be
partially assembled by Dynamac with final assembly and test performed by Microphase. In principal, each party will pay its own
engineering support costs.



 


		6.	Marketing: In all cases, Microphase shall be the primary marketing source for all
test and measurement products listed in the definitive agreement and any other related products currently in development. Microphase
and Dynamac agree to a branding strategy for all test and measurement products included in this Agreement to promote sales and
maximize profitability. Microphase guarantees to advance and market the test and measurement product line as a high priority business
initiative. A marketing strategy will be developed by Microphase and will be discussed with Dynamac.



 


		7.	Pricing strategy: The unit price for each product will be established based on market
demand for the test probes and platforms and related accessories. However, based on extensive research by Dynamac and its previous
teams involved in the development of the product line and discussions with Agilent Technologies and major RF/Microwave distributors
including Arrow and RFMW manufacturer’s suggested retail price for each unit has been developed and is shown in Appendix
(B) (Pricing Schedule). Unit prices may be adjusted from time to time if deemed necessary due to market conditions and customer
demand.



 


		8.	Patents: Dynamac will apply, at its sole cost, for product patent protection
for inventions in connection with Dynamac’s proprietary RF/Microwave calibrated test probes, test platforms and related accessories
and provide Microphase with royalty free license to sell Dynamac’s calibrated RF/Microwave test probes, test platforms and
related accessories.



 


		9.	Royalties: Microphase agrees to pay Dynamac a 25% royalty based on the list
price of each private labeled product sold by Microphase. All royalty payments will paid by Microphase on a quarterly basis and
will be made out to 24KG Capital, LLC. 24KG Capital, LLC is the investment arm of Dynamac, Inc.



 


		10.	Licensing and Rights Fee: Microphase agrees to pay Dynamac a one-time fee of US$350,000.
The fee will be paid to Dynamac according to the following schedule:



 


	$	50,000	 	 	August 8, 2014
	$	100,000	 	 	September 08, 2014
	$	100,000	 	 	October 08, 2014
	$	100,000	 	 	November 08, 2014



 


In exchange for licensing and rights fee
Dynamac agrees to:


 


		(i)	Grant total exclusivity to Microphase to advertise, market, and sell the Product Line listed in
Appendix (A) under Microphase brand.



 




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		(ii)	Authorize Microphase to issue “new product” announcements and press releases.



 


		(iii)	Provide Microphase with one complete sample of each finished product (set).



 


		(iv)	Authorize Microphase to pursue and lead future product development and apply for Government R&D
funding for development of Millimeter-wave calibrated test probes and test platforms, etc. provided that Dynamac receives 40% of
all funding paid to Microphase by Government agency(ies). Dynamac agrees to manufacture all necessary parts for the development
of Millimeter-wave test probes and test platforms.



 


		(v)	Grant Microphase “First Right of Refusal” in the event Dynamac decides to divest the
Product Line.



 


		11.	First Right of Refusal: In the event Dynamac proposes to sell the Product
Line Microphase shall have the right to purchase the Product Line listed herein. The sale price is set at $2,500,000. Dynamac
agrees to deduct the $350,000 Licensing and Rights Fee from the sale price of $2,500,000 if and when Microphase decides to purchase
the Product Line. The First Right of Refusal shall be limited to a 3 year term from the date of this Agreement between the Parties.



 


		12.	Solution Partnership with Agilent Technologies: Microphase shall have the
right to become a Solution Partner with Keysight Technologies (formerly Agilent Technologies).



 


		13.	Partnership with Copper Mountain Technologies: Microphase shall have the right to
enter partnership with Copper Mountain Technologies to offer total RF/Microwave test and measurement solutions to the end user
market.



 


		14.	Confidentiality: The parties agree to use best efforts to maintain at all times as
confidential information the fact that you or we have executed this Agreement, the terms of this Agreement, the existence and content
of any negotiations between us except that the Parties may inform advisors, counsel, and employees with a need to know as each
party deems necessary. Additionally, the Parties shall be bound by the terms and conditions of the Mutual Nondisclosure Agreement
dated as of May 15, 2014 as previously executed by the Parties.



 


		15.	General Terms: This Agreement shall be binding upon and inure to the benefit of the
Parties and their successors and assigns. The waiver or failure of either Party to exercise in any respect any right provided for
in this Agreement shall not be deemed a waiver of any further right under this Agreement. If any provision of this Agreement is
held by a court of competent jurisdiction to be contrary to law or otherwise unenforceable, it shall be enforced to the extent
legally permissible and as necessary to reflect the intent of the Parties and shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect. This Agreement is binding upon each Party and their respective



 




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		 	affiliates.
This Agreement shall be deemed to be a contract made under the laws of the State of Connecticut and shall be governed by the laws
thereof without reference to its principles of conflicts of law. This Agreement represents the entire agreement between the Parties
with respect to the subject matter herein.



 


IN WITNESS WHEREOF, the
Parties have duly executed this document as of the date first written below:


 


	Microphase Corporation	 
	 	 	 
	Executed By:	/s/ Ronald Durando	 
		 	 
	Name:	Ronald Durando	 
		 	 
	Title:	Chief Operating Officer	 
	 	 	 
	Date:	August 08, 2014	 
		 	 
	Dynamac, Inc.	 
	 	 	 
	Executed By:	/s/ Kent Higgins	 
	 	 	 
	Name:	Kent Higgins	 
	 	 	 
	Title:	President	 
	 	 	 
	Date:	August 08, 2014	 


 




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Appendix A


List of Private Labeled Products by Dynamac
for Microphase


(Product Line)


 


	Item No.	 	Dynamac Part

Number	 	Product Description	 	Delivery Status
	1	 	CPM-2050	 	Calibrated Probe Set – Probes & Cal Standards	 	Immediate
	2	 	CPM-3050	 	Calibrated Probe Set – Probes & Cal Standards	 	Immediate
	3	 	CPM-3075	 	Calibrated Probe Set – Probes & Cal Standards	 	Immediate
	4	 	CMP-9050	 	Calibrated Probe Set – Probes & Cal Standards	 	Immediate
	5	 	CPM-6050	 	Calibrated Probe Set – Probes & Cal Standards	 	Immediate
	6	 	HPR-1410	 	Calibrated Probe Set – Probes & Cal Standards	 	Immediate
	7	 	HPR-2500	 	Calibrated probe Set – Probes & Cal Standards	 	Immediate
	8	 	GNP-5006	 	Utility Probe: Microwave Gain (Amplifier) Probe	 	Development
	9	 	GNP-5010	 	Utility Probe: Microwave Gain (Amplifier) Probe	 	Development
	10	 	BSP-5003	 	Utility Probe: Broadband DC Bias Probe 	 	development
	11	 	IMP-5075	 	Utility Probe: Impedance Matching Probe	 	Immediate/Housing
	12	 	TEP-5006	 	Utility Probe:50 Ohm Termination Probe (2050)	 	Immediate/Housing
	13	 	TEP-7503	 	Utility Probe: 75 Ohm Termination Probe (3075)	 	Immediate/Housing
	14	 	THR-1450	 	Utility Probe: 50 Ohm Termination Probe (1410) 	 	Immediate/Housing
	15	 	THR-2550	 	Utility Probe: 50 Ohm Termination Probe (2500)	 	Immediate/Housing
	16	 	SHP-5006	 	Utility Probe: Short (Ground) Probe (2050)	 	Immediate/Housing
	17	 	SHP-7503	 	Utility Probe: Short (Ground) Probe (3075)	 	Immediate/Housing
	18	 	SHR-1450	 	Utility Probe: Short (Ground) Probe (1410)	 	Immediate/Housing
	19	 	SHR-2550	 	Utility probe: Short (Ground) Probe (2500)	 	Immediate/Housing
	20	 	DEP-5003	 	Utility Probe: 3 GHz 50 Ohm Detector Probe	 	Immediate/Housing
	21	 	DEP-7501	 	Utility Probe: 3 GHz 75 Ohm Detector Probe	 	Immediate/Housing
	22	 	ANT-2458	 	Utility Probe: Dual Band WiFi Antenna Probe	 	Development
	23	 	ANT-8021	 	Utility Probe: .7-2.1 GHz Cellular Antenna Probe	 	Development
	24	 	ANT-1050	 	Utility Probe: GPS Antenna Probe	 	development
	25	 	UTF-3500	 	(300W) High Power Universal Transistor/Power Amplifier Test Fixture	 	Immediate
	26	 	UTF-1200 	 	(120W) High Power Universal Transistor/Power Amplifier Test Fixture	 	Immediate
	27	 	TMF-2000	 	Tip Mount Chip Component Test Fixture	 	Immediate
	28	 	TMF-1400	 	Tip Mount Chip Component Test Fixture	 	Immediate
	29	 	CBF-3586	 	Test Platform with Multiple Probe Arms	 	Immediate
	30	 	UCF-0610	 	Universal Component Test Fixture	 	Immediate
	31	 	CLS-1272/3/4	 	Universal Microstrip Circuit Board Test Fixtures	 	Immediate
	32	 	MBF-1110	 	EIA SMT Chip Component Test Fixture	 	Immediate
	33	 	CMP-4050	 	40 GHz Microprobe	 	Development
	34	 	CMP-6850	 	68 GHz Microprobe	 	Development
	35	 	 	 	Accessories for UTF-3500 and UTF-1200	 	Immediate
	36	 	AIM-8040	 	Plug & Play 5 GHz Impedance Analyzer Probe	 	Immediate
	37	 	AIM-8140	 	Plug & Play 14 GHz Impedance Analyzer Probe	 	Immediate


 



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