EXHIBIT 10.1


 


AGREEMENT
FOR SALE AND PURCHASE
OF BUSINESS ASSETS






	 	 	 	 
	SECTION 1.	 	ASSETS PURCHASED; LIABILITIES ASSUMED
	 	1.1	 	Assets Purchased
	 	1.2	 	Liabilities
	SECTION 2.	 	EXCLUDED ASSETS
	SECTION 3.	 	ALLOCATION OF PURCHASE PRICE
	SECTION 4.	 	PURCHASE PRICE
	SECTION 5.	 	PAYMENT OF PURCHASE PRICE
	SECTION 6.	 	ADJUSTMENTS
	SECTION 7.	 	OTHER AGREEMENTS
	SECTION 8.	 	COLLECTION OF POST CLOSING ACCOUNTS RECEIVABLE
	SECTION 9.	 	SELLER’S REPRESENTATIONS AND WARRANTIES
	 	9.1	 	Corporate Existence
	 	9.2	 	Authorization
	 	9.3	 	Financial Statements
	 	9.4	 	Brokers and Finders
	 	9.5	 	Transfer Not Subject to Encumbrances or Third-Party Approval
	 	9.6	 	Contracts
	 	9.7	 	Compliance with Codes and Regulations
	 	9.8	 	Litigation
	 	9.9	 	Compliance with Laws
	 	9.10	 	Employment Matters
	 	9.11	 	Tangible Assets
	 	9.12	 	Intellectual Property
	 	9.13	 	Leases
	 	9.14	 	Title to and Condition of Assets
	 	9.15	 	Undisclosed Liabilities
	 	9.16	 	Absence of Certain Changes or Events
	 	9.17	 	Environmental Conditions
	 	9.18	 	Product Warranties
	 	9.19	 	Inventories
	 	9.20	 	Accuracy of Representations and Warranties
	SECTION 10.  	 	REPRESENTATIONS OF BUYER
	 	10.1	 	Corporate Existence
	 	10.2	 	Authorization
	 	10.3	 	Brokers and Finders
	 	10.4	 	No Conflict with Other Instruments or Agreements
	 	10.5	 	Governmental Authorities
	 	10.6	 	Accuracy of Representations and Warranties
	SECTION 11.	 	COVENANTS OF SELLER
	 	11.1	 	Employee Matters
	 	11.2	 	Change of Name
	 	11.3	 	Conditions and Best Efforts
	 	11.4	 	WARN



 






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	SECTION 12.	 	COVENANTS OF BUYER
	 	12.1	 	Conditions and Best Efforts
	 	12.2	 	Confidential Information
	 	12.4	 	Accounts Receivable
	SECTION 13.	 	SECTION INTENTIONALLY LEFT BLANK
	SECTION 14.	 	SECTION INTENTIONALLY LEFT BLANK
	SECTION 15.	 	BUYER’S ACCEPTANCE
	SECTION 16.	 	SECTION INTENTIONALLY LEFT BLANK
	SECTION 17.	 	INDEMNIFICATION AND SURVIVAL
	 	17.1	 	Survival
	 	17.2	 	Seller’s Indemnification
	 	17.3	 	Buyer’s Indemnification
	 	17.4	 	Defense of Claim
	 	17.5	 	Limits on Indemnification
	 	17.6	 	Indemnification Procedure
	 	17.7	 	Rights Exclusive
	SECTION 18.	 	CLOSING
	 	18.1	 	Time and Place
	 	18.2	 	Obligations of Seller at Closing
	 	18.3	 	Buyer’s Obligations at Closing
	SECTION 19.	 	RIGHTS AND OBLIGATIONS SUBSEQUENT TO CLOSING
	 	19.1	 	Books and Records
	SECTION 20.	 	DEFAULT
	 	20.1	 	Cross-Default Provision
	SECTION 21. 	 	SECTION INTENTIONALLY LEFT BLANK
	SECTION 22.	 	MISCELLANEOUS PROVISIONS
	 	22.1	 	No Third-Party Beneficiaries
	 	22.2	 	Amendment and Modification; Waiver
	 	22.3	 	Governing Law; Venue
	 	22.4	 	Counterparts










 






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AGREEMENT
FOR SALE AND PURCHASE





OF
BUSINESS ASSETS


 


This AGREEMENT
FOR SALE AND PURCHASE OF BUSINESS ASSETS (this “Agreement”), dated as of January 27, 2017, is between Pro-Dex,
Inc. (the “Seller”), a Colorado corporation, and OMS MOTION, INC. (the “Buyer”), an Oregon corporation.


 


RECITALS





A.           The
Seller operates multiple divisions. This Agreement relates to Seller’s division located at 15021 NW Greenbrier, Ste. B-1,
Beaverton, Oregon, 97006, and referred to herein as “OMS”. OMS is engaged in the business of motion control. In connection
with the operation of OMS, Seller owns equipment, inventory, contract rights, leasehold interests, intellectual property, and miscellaneous
assets used in connection with the operation of OMS.





B.           The
Buyer desires to acquire substantially all the assets solely used or useful, or intended to be used, in the operation of OMS’s
business, and the Seller desires to sell such assets to the Buyer.


 


AGREEMENT


 


The
parties agree as follows:


 


SECTION 1.     ASSETS PURCHASED;
LIABILITIES ASSUMED


 


1.1          Assets
Purchased. Subject to the terms and conditions set forth in this Agreement, the Seller hereby sells to the Buyer and the Buyer
hereby purchases from the Seller the following assets (the “Assets”):


 


(a)           All
of OMS’s equipment, tools, furniture, and fixtures listed on attached Schedule 1.1(a), together with any replacements or
additions to the equipment;





(b)          All
of OMS’s inventories of supplies, raw materials, parts, and finished goods owned by the Seller, together with any replacements
or additions to the inventories;





(c)          All
of OMS’s rights under the lease agreement on OMS’s premises;





(d)          Leasehold
improvements installed by the Seller on OMS’s premises;





(e)          All
of OMS’s rights under purchase orders;





(f)           The
Seller’s rights to the name, goodwill, and other intangibles solely related to OMS;





(g)          As
they relate solely to the operation of OMS, all trademarks, trade names, copyrights and domain names of the Seller as listed on
Schedule 9.12, all registrations for them, all applications pending for them, and all other proprietary rights and intangible property
of the Seller solely related to OMS, including trade secrets, inventions, technology, software, operating systems, customer lists,
customer relationships, customer agreements, customer understandings, drawings, blueprints, know-how, formulae, slogans, processes,
and operating rights and all other similar items. Additionally, access to servers, hardware and network applications will not be
withheld for a reasonable period of time to be mutually agreed upon after the Closing. Any third party costs incurred to either
access or transfer information to Buyer will be paid by Buyer.


 






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(h)          To
the extent transferable, all approvals, authorizations, consents, licenses, permits, franchises, tariffs, orders, and other registrations
of any federal, state, or local court or other governmental department, commission, board, bureau, agency, or instrumentality held
by the Seller and required or appropriate for the conduct of the business of OMS;





(i)           All
choses in action, causes of action, rights of recovery and setoff, warranty rights, and other similar rights of the Seller relating
solely to OMS;





(j)           All
prepaid and deferred items of the Seller relating solely to OMS, other than prepaid rent, deposits, insurance and taxes;





(k)          All
of OMS’s correspondence, engineering, and plant records, and other similar documents and records, but excluding any attorney-client
privileged correspondence related to the transaction under this Agreement; 


(l)           All
assignable rights, if any, to all telephone lines and numbers used in the conduct of the business of the OMS, including without
limitation those listed on Schedule 1.1(l); and





(m)         Petty
cash of $250 on hand at OMS.


 


1.2         Liabilities.



 


		1.2.1	Assumed Liabilities.



 


(a)          The Buyer hereby accepts the assignment of and assumes responsibility for: (i) all unfilled orders from customers of OMS
assigned to the Buyer pursuant to Section 1.1(e); (ii) payment for purchase orders for inventory items that have been placed by
the OMS but not yet delivered; and (iii) OMS’s obligations under the lease agreement for the OMS’s premises arising
on or after the Closing Date (all such liabilities, and including the limited liability assumed in 1.2.1(b) below, the “Assumed
Liabilities”).





(b)          In
addition to the liabilities assumed in Section 1.2.1(a), Buyer accepts the assignment of and assumes responsibility for all
OMS warranty obligations existing as of and after the Closing Date. Buyer’s liability under this Section 1.2.1(b)
shall be limited to the costs of materials and labor to honor the pre-existing warranty commitment. All other product
liability shall remain the responsibility of Seller.


 


1.2.2       Liabilities
Not Assumed. Except for the liabilities and obligations to be assumed by the Buyer under Section 1.2, the Buyer does not assume
and will not be liable for any liabilities of the Seller, known or unknown, contingent or absolute, accrued or other, and the Assets
will be free of all liabilities, obligations, liens, and encumbrances. Without limiting the generality of the foregoing and except
as otherwise provided above, the Buyer will not be responsible for any of the following:


 


(a)          Liabilities,
obligations, or debts of the Seller, whether fixed, contingent, or mixed, and whether based on events occurring before or after
the Closing, including without limitation those based on tort, contract, statutory, or other claims or involving fines or penalties
payable to any governmental authority;


(b)         Liabilities,
obligations, or debts of the Seller for any federal, state, or local tax, including without limitation federal income taxes, state
income and excise taxes, state and local real and personal property taxes, and federal, state, and local withholding and payroll
taxes;


 






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(c)          Liabilities
or obligations of the Seller to employees for salaries, bonuses, or health and welfare benefits or with respect to any profit-sharing,
stock bonus, pension, retirement, stock purchase, option, bonus, or deferred compensation plan or for any other benefits or compensation
(including without limitation accrued vacation);





(d)          Liabilities
or obligations of the Seller for employee severance payments or arrangements resulting from termination of the Seller’s employees;





(e)          Liabilities
or obligations of the Seller relating to issuances of securities;





(f)           Liabilities
or obligations of the Seller incurred in connection with distributions to shareholders or any corporate dissolution; and





(g)          Liabilities
or obligations of the Seller under any environmental law.


 


SECTION 2.     EXCLUDED ASSETS


 


Notwithstanding anything to the contrary
set forth in Section 1, the Seller shall keep and retain title to and shall not transfer, assign or deliver to the Buyer any of
the following assets and properties, (collectively, the “Excluded Assets”):





		(a)	Cash and cash equivalents, except for petty cash of
$250 on hand at OMS;






		(b)	Accounts receivable;






		(c)	Bank accounts of the Seller and records relating thereto;






		(d)	Records of the Seller relating to (i) the Excluded Assets and excluded liabilities including, but not limited to, personnel
records of the Seller’s employees, litigation files and records; and (ii) minute books and other corporate and tax records
of the Seller;






		(e)	Any and all deferred tax assets, tax credits or tax
refunds;






		(f)	Any insurance policies to which the Seller is a party
and any rights thereunder;






		(g)	Tax returns (whether filed prior to, on or after the
Closing or relating to such periods) and all rights relating to refunds, credits, recovery or recoupment of taxes; and






		(h)	Attorney-client communications and privileges of the
Seller.



 


SECTION 3.     ALLOCATION OF PURCHASE PRICE


 


The Purchase Price
will be allocated among the Assets in accordance with an allocation of purchase price schedule to be mutually agreed upon, and
the Buyer and the Seller will be bound by that allocation in reporting the transactions contemplated by this Agreement to any governmental
authority (including without limitation the Internal Revenue Service).


 


SECTION 4.     PURCHASE PRICE


 


The purchase price for the Assets (the “Purchase Price”)
is:


 


(a)          $640,000.00
for all Assets including inventory;





(b)          The
assumption by the Buyer of the Assumed Liabilities; and





(c)       





(i)            If
at Closing the accounts receivable of OMS total between $100,000.00 and $150,000.00 there will be no adjustment of the purchase
price;


 






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(ii)           If
at the Closing accounts receivable of OMS total less than $100,000.00 the Purchase Price shall be increased by the difference
between accounts receivable and $100,000.00;





(iii)          If
at the Closing accounts receivable of OMS total more than $150,000.00 the Purchase Price shall be reduced by the difference between
accounts receivable and $150,000.00.


 


SECTION 5.     PAYMENT OF PURCHASE PRICE


 


At the Closing, the
Buyer will pay, by cashier’s check, certified check, or wire transfer to the account specified by the Seller two business
days before the Closing, the sum of $640,000.00, plus or minus the adjustments to the Purchase Price set forth in Section 4.


 


SECTION 6.     ADJUSTMENTS


 


The operation of OMS’s
business and related income and expenses up to the close of business on the day before the Closing will be for the account of the
Seller and thereafter for the account of the Buyer. Expenses, including but not limited to utilities, personal property taxes,
rents and real property taxes, will be prorated between the Seller and the Buyer as of the close of business on the Closing, with
the proration to be made and paid, insofar as reasonably possible, on the Closing, with settlement of any remaining items to be
made as soon as reasonably practical after the Closing.


 


SECTION 7.     OTHER AGREEMENTS


 


Simultaneously with
the Closing, the parties will execute the following additional agreements (the “Related Agreements”):





(a)          A
Noncompetition Agreement between the Buyer and the Seller, as mutually agreed;





(b)          A
Lease Assignment between the Buyer and the Seller and consent of the landlord, as mutually agreed, pertaining to the main warehouse
and office facilities from which the Seller operates its business;


(c)          An
Assignment and Assumption Agreement for the Assumed Liabilities; and





(d)          A
Bill of Sale for the Assets.


 


SECTION 8.     COLLECTION OF
POST CLOSING ACCOUNTS RECEIVABLE


 


		(a)	After the Closing, if the Buyer receives payment of any account receivable to which the Seller
is entitled under the terms of this Agreement, the Buyer shall immediately forward such payment to the Seller.






		(b)	After the Closing, if the Seller receives payment of any account receivable to which the Buyer
is entitled under the terms of this Agreement, the Seller shall immediately forward such payment to the Buyer.



 






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SECTION 9.     SELLER’S REPRESENTATIONS AND WARRANTIES


 


9.1          Corporate
Existence. The Seller is a corporation duly incorporated and legally existing under the laws of the state of Colorado and is
qualified to do business in every jurisdiction in which OMS’s ownership of property or conduct of business requires it to
qualify, except where the failure to so qualify could not reasonably be expected to have a material adverse effect on the Seller.
The Seller has all requisite corporate power and authority and all material licenses, permits, and authorizations necessary to
own and operate the Assets and to carry on its business as now conducted by OMS.


 


9.2          Authorization.
The execution, delivery, and performance of this Agreement, the Related Agreements, and all other agreements contemplated by this
Agreement to which the Seller is a party have been duly authorized by the Seller. This Agreement and the Related Agreements, when
executed and delivered by the parties thereto, will constitute the legal, valid, and binding obligation of the Seller, enforceable
against the Seller, in accordance with their respective terms except as the enforceability thereof may be limited by the application
of bankruptcy, insolvency, moratorium, or similar laws affecting the rights of creditors generally or judicial limits on the right
of specific performance. Except as would not reasonably be expected to have a material adverse effect on the Seller, the execution
and delivery by the Seller of this Agreement and the Related Agreements to which the Seller is a party, and the fulfillment of
and compliance with the respective terms hereof and thereof by the Seller do not and will not (a) conflict with or result in a
breach of the terms, conditions, or provisions of, or constitute a default under, any Contract; (b) result in the creation of any
lien, security interest, charge, or encumbrance on the Assets; (c) result in a violation of the charter or bylaws of the Seller
or any law, statute, rule, or regulation to which the Seller is subject; or (d) result in a violation of any order, judgment, or
decree to which the Seller is subject; or (e) require any authorization, consent, approval, exemption, or other action by or notice
to any court or administrative or governmental body.


 


9.3          Financial
Statements. The income statements of OMS for the fiscal year ended June 30, 2016 and the year to date period ended November
30, 2016, as previously delivered to the Buyer (the “OMS Division Income Statements”), fairly present the results of
operations of the OMS for the fiscal periods then ended, have been prepared in accordance with generally accepted accounting principles
(GAAP), consistently applied, and in a manner substantially consistent with prior financial statements of OMS. The statement of
OMS assets as of November 30, 2016 as previously delivered to the Buyer (the “OMS Division Assets”), fairly presents
the assets used in the operations of OMS for the period then ended and have been prepared in accordance with GAAP, consistently
applied, and in a manner substantially consistent with prior statements of OMS. Except as contemplated by or permitted under this
Agreement, as stated in the OMS Division Income Statements or OMS Division Assets, and except that there has been no allocation
for corporate overhead, there are no adjustments that would be required on audit of the statements referred to herein that would,
individually or in the aggregate, have a material adverse effect on OMS’s financial condition or results of operations as
reported in the statements.


 


9.4          Brokers
and Finders. The Seller has not employed any broker or finder in connection with the transactions contemplated by this Agreement,
or taken any action that would


 






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give
rise to a valid claim against any party for a brokerage commission, finder’s fee, or other like payment.




 


9.5          Transfer
Not Subject to Encumbrances or Third-Party Approval. The execution and delivery of this Agreement and the Related Agreements
by the Seller and the consummation of the contemplated transactions, will not result in the creation or imposition of any valid
lien, charge, or encumbrance on any of the Assets, and will not require the authorization, consent, or approval of any third party,
including any governmental subdivision or regulatory agency.


 


9.6          Contracts.
The only contracts to which the Seller is a party, that relate solely to OMS, and will be assigned to the Buyer at Closing are
the lease agreement for the OMS premises and the purchase orders referenced in Section 1.1(e) (the “Contracts”). The
Seller has delivered a copy of each Contract to the Buyer.


 


(a)           The
Seller is not in default under any Contract, nor, to the Seller’s best knowledge, does there exist any event that, with notice
or the passage of time or both, would constitute a default or event of default by the Seller under any Contract.





(b)           No
power of attorney or similar authorization given by the Seller is currently in effect or outstanding regarding OMS. No Contract
limits the freedom of the Seller to compete in any line of business or with any person.





(c)           Each
of the Contracts is valid, binding, and enforceable by the Seller in accordance with its terms and is in full force and effect.
There is no pending or threatened proceeding that would interfere with the quiet enjoyment of any leasehold of which the Seller
is the lessee or sublessee. All other parties to the Contracts have consented (when such consent is necessary) to the consummation
of the transaction contemplated by this Agreement without requiring modification of the Seller’s rights or obligations under
any Contract.





(d)           The
Seller is not aware of any default by any other party to any Contract or of any event that (whether with or without notice, lapse
of time, or both) would constitute a default by any other party with respect to obligations of that party under any Contract, and,
to the knowledge of the Seller there are no facts that exist indicating that any of the Contracts may be totally or partially terminated
or suspended by the other parties.





(e)           To
the Seller’s knowledge, no Contract will result in any loss to the Seller on the performance thereof (including any liability
for penalties or damages, whether liquidated, direct, indirect, incidental, or consequential).


 


9.7          Compliance
with Codes and Regulations. The Seller has no knowledge that leasehold improvements violate any provisions of any applicable
building codes, fire regulations, building restrictions, or other ordinances, orders, or regulations.


 


9.8          Litigation.
No action, suit, proceeding, order, investigation, or claim is pending or, to the best of the Seller’s knowledge, threatened
against the Seller related to OMS or its property, at law or in equity, or before or by any governmental department, commission,
board, bureau, agency, or instrumentality; the Seller is not subject to any arbitration proceedings under collective bargaining
agreements or otherwise or, to the best of the Seller’s knowledge, any governmental investigations or inquiries.


 






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9.9          Compliance
with Laws. To the best of the Seller’s knowledge, (a) the Seller has at all relevant times conducted its OMS business
in compliance with its articles of incorporation and bylaws, and is in material compliance with all applicable laws and regulations;
and (b) the Seller is not in violation of any applicable laws or regulations, other than violations that singly or in the aggregate
do not and, with the passage of time, will not have a material adverse effect. With respect to OMS, the Seller is not subject to
any outstanding order, writ, injunction, decree, or judgment and the Seller has not been charged with, or threatened with a charge
of, a violation of any provision of federal, state, or local law or regulation.


 


9.10        Employment
Matters. 


 


9.10.1    Labor
Matters. 


 


(a)           With
respect to OMS, the Seller is not a party or otherwise subject to any collective bargaining or other agreement governing the wages,
hours, or terms of employment of its employees.





(b)           With
respect to OMS, there is no (i) unfair labor practice complaint against the Seller pending before the National Labor Relations
Board or any other governmental authority; (ii) labor strike, slowdown, or work stoppage actually occurring or, to the best knowledge
of the Seller threatened against the Seller; (iii) representation petition regarding the Seller’s employees pending before
the National Labor Relations Board; or (iv) grievance or any arbitration proceeding pending arising out of or under collective
bargaining agreements applicable to the Seller.





(c)           OMS
has not experienced any primary work stoppage or other organized work stoppage involving its employees in the past two years.


 


9.10.2    Employment
Claims. No claim is pending or, to the Seller’s knowledge, threatened by or on behalf of any of OMS’s employees
under any federal, state, or local labor or employment laws or regulations.


 


9.10.3    Employee
Benefits. No employee benefits will be transferred to the Buyer. OMS employees participating in the Pro-Dex, Inc. Retirement
Savings 401(k) Plan will still maintain an account with Fidelity and plan rules for roll-over will apply. OMS employees participating
in the Pro-Dex Inc 2014 Employee Stock Purchase Plan (“ESPP”) will have their deductions returned to them to the extent
the Closing occurs during an open offering period pursuant to the ESPP Prospectus. Any employees terminated in connection with
the Closing will be offered COBRA continuation coverage as required by federal law.


 


9.10.4    Employment
Agreements. Each of the OMS’s employees is an “at-will” employee and no written employment, commission, or
compensation agreement of any kind exists between the Seller and any of its OMS employees.


 


9.10.5    Compensation.
A complete and accurate list of all OMS officers, OMS employees, and OMS consultants has been delivered to the Buyer, specifying
their names and job designations, and the total amount paid or payable as compensation to each of them.


 



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9.10.6    Severance.
The Seller has no severance pay plan, policy, practice, or agreement with any of its OMS employees that are triggered by consummation
of this Agreement.


 


9.11       Tangible
Assets.


 


9.11.1    Real
Property. The property at 15201 N.W. Greenbrier, B-1, Beaverton OR 97006 is the only real property owned or leased by the Seller
and related to OMS (the “Real Property”).


 


9.11.2    Personal
Property. A complete and accurate list of all the tangible personal property owned by the Seller and related to OMS (the “Tangible
Personal Property”) has previously been delivered to the Buyer. The Assets include all the assets, properties, and rights
owned or used by the Seller solely in its OMS business. For the avoidance of doubt, certain software and hardware assets owned
by the Seller are used in the OMS business as well as in the Seller’s other divisions, and are excluded assets.


 


9.11.3    Real
Property Improvements. All the improvements to the Real Property are included in the Assets.


 


9.12       Intellectual
Property. Schedule 9.12 contains a complete and accurate list of the Seller’s trademarks, trade names, copyrights, and
domain names used solely in the OMS business (the “Intellectual Property”). The Seller owns all the Intellectual Property
free and clear of all liens, claims, and encumbrances. To the Seller’s knowledge, the Seller’s use of the Intellectual
Property does not create any conflict with or infringe on any rights of any other person and no claims of conflict or infringement
have been asserted against the Seller.


 


9.13       Leases.
The Seller is a party to the real property lease previously delivered to the Buyer that relates to the operation of OMS.


 


9.14       Title
to and Condition of Assets. 


 


9.14.1    The
Seller owns (and at Closing the Buyer will acquire) all the Assets free and clear of all mortgages, pledges, security interests,
options, claims, charges, or other encumbrances or restrictions of any kind, except for (a) all OMS warranty obligations assumed
by the Buyer and (b) liens for taxes not yet due or being contested in good faith.


 


9.14.2    The
Seller has (and at Closing the Buyer will acquire) good and marketable title to the Assets.


 


9.14.3    All
Tangible Personal Property has been maintained and operated materially in accordance with manufacturers’ specifications and
prudent industry practices, is in a good state of maintenance and repair, ordinary wear and tear excepted, and is adequate for
the conduct of the OMS’s business.


 






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9.14.4    There
are no defects or liabilities affecting any of the Tangible Personal Property that might detract from the value of the property
or assets, interfere with any present or intended use of any of the property or assets, or affect the marketability of the property
or assets, in each case, other than those that will not have a material adverse effect.


 


9.14.5    The
plants, buildings, and structures included in the Real Property currently have access to water supply, storm and sanitary sewer
facilities, telephone, gas and electrical connections, fire protection, drainage, and other public utilities, in each case as is
necessary for the conduct of the OMS business.


 


9.15        Undisclosed
Liabilities. Relating to OMS the Seller does not have any liability or obligation (whether absolute, accrued, contingent, or
other, and whether due or to become due) that is not disclosed to the Buyer in this Agreement or the schedules attached hereto,
or that individually or in the aggregate will not have a material adverse effect.


 


9.16        Absence
of Certain Changes or Events. Since November 30, 2016, there has not been any of the following with respect to the OMS business:


 


(a)           Any
material adverse effect or any event, occurrence, development, or state of circumstances or facts that could reasonably be expected
to result in a material adverse effect;





(b)           Any
damage, destruction, or casualty loss, whether insured against or not, to any of the Assets;





(c)           Any
entry into any agreement, commitment, or transaction (including, without limitation, any borrowing, capital expenditure, or capital
financing or any amendment, modification, or termination of any existing agreement, commitment, or transaction) by the Seller,
except agreements, commitments, or transactions in the ordinary course of business and consistent with past practices or as expressly
contemplated in this Agreement;





(d)           Any
conduct of business that is outside the ordinary course of business or not substantially in the manner that the Seller previously
conducted its business;





(e)           Any
purchase or other acquisition of property or any sale, lease, or other disposition of property, or any expenditure, except in the
ordinary course of business;





(f)            Any
incurrence of any noncontract liability known to the Seller that, either singly or in the aggregate, is material to the business,
results of operations, financial condition, or prospects of the OMS business;





(g)           Any
encumbrance or consent to encumbrance of any property or assets except in the ordinary course of business; or





(h)           Any
change in the assets, liabilities, licenses, permits, or franchises of the OMS business, or in any agreement to which the Seller
is a party or is bound, that has had or reasonably could be expected to have a material adverse effect.


 


9.17       Environmental
Conditions. 


 


9.17.1    Definitions.
As used in this Agreement,


 


(a)           “Environmental
Law” means any federal, state, or local statute, ordinance, or regulation pertaining to the protection of human health or
the environment and any applicable





 






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orders,
judgments, decrees, permits, licenses, or other authorizations or mandates under such statutes, ordinances, or regulations; and







(b)         “Hazardous
Substance” means any hazardous, toxic, radioactive, or infectious substance, material, or waste as defined, listed, or regulated
under any Environmental Law.


 


9.17.2    Compliance.
Relating to OMS, the Seller, the Seller’s business, and the Assets are in material compliance with all Environmental Laws
and the Seller has all permits required under Environmental Laws in connection with the ownership or operation of the Assets and
the OMS’s business. Except as is already known to Phil Brown, the Seller is not aware of and has not received written notice
of any past, present, or anticipated future events, conditions, activities, investigation, studies, plans, or proposals that (a)
would interfere with or prevent compliance by the OMS’s business or the Assets with any Environmental Law or (b) may give
rise to any common-law or other liability, or otherwise form the basis of a claim, action, suit, proceeding, hearing, or investigation,
involving the Seller, OMS’s business, or the Assets and related in any way to Hazardous Substances or Environmental Laws.


 


9.17.3    Hazardous
Substances.


 


(a)          The
Seller has not spilled, leaked, or otherwise released on, in, under, or from the Real Property any Hazardous Substances in connection
with the OMS’s business now or in the past;





(b)          None
of the Assets have incorporated into them any asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls (in electrical
equipment or otherwise), lead-based paint, or any other Hazardous Substance that is prohibited, restricted, or regulated when present
in buildings, structures, fixtures, or equipment;





(c)          All
wastes generated in connection with the Seller’s OMS business are and have been transported to and disposed of at an authorized
waste disposal facility in material compliance with all Environmental Laws; and





(d)          The
Seller is not liable under any Environmental Law for investigation, remedial, removal, or other response costs, natural resources
damages, or other claims (including administrative orders) arising out of the release or threatened release of any Hazardous Substance
at the Real Property and, to the Seller’s knowledge, no reasonable basis exists for any such liability.


 


9.17.4    Underground
Storage Tanks.  There are no underground storage tanks on the Real Property (whether or not regulated and whether or not out
of service, closed, or decommissioned).


 


9.17.5    Environmental
Records. There are no reports, studies, analyses, tests, monitoring, correspondence with governmental agencies, or other documents
in the possession of or initiated by the Seller or otherwise known to the Seller and pertaining to the existence of Hazardous Substances,
compliance with Environmental Laws, or any other environmental concern relating to the Assets or the Seller’s OMS business.


 


9.18       Product
Warranties. OMS’s standard form of product warranty has been delivered to the Buyer. The Seller has not undertaken any
performance obligations or made any


 






     10


     

    




 


warranties
or guarantees with respect to its products other than those provided for in the standard form of product warranty. Each of the
products produced or sold by OMS is, and at all times has been, in compliance in all material respects with all applicable federal,
state, and local laws and regulations.




 


9.19       Inventories.
The Seller’s inventories, whether finished goods, work in process, or raw materials are all items of a quality usable or
saleable in the ordinary and usual course of the OMS’s business, except for inventory items that are obsolete or not usable
or saleable in the ordinary course of business and that have been written down to an amount not in excess of realizable market
value or for which adequate reserves or allowances have been provided. The values at which inventories are carried reflect an inventory
valuation policy consistent with the Seller’s past practice and in accordance with generally accepted accounting principles
consistently applied.


 


9.20       Accuracy
of Representations and Warranties. Except as known to Phil Brown, none of the representations or warranties of the Seller contain
or will contain any untrue statement of a material fact or omit or will omit or misstate a material fact necessary in order to
make the statements in this Agreement not misleading.


 


SECTION 10.       REPRESENTATIONS OF
THE BUYER


 


The Buyer represents
and warrants to the Seller as follows:


 


10.1       Corporate
Existence. The Buyer is a corporation duly organized and legally existing under the laws of the state of Oregon. The Buyer
has all requisite corporate power and authority to enter into this Agreement and the Related Agreements and to perform its obligations
under them.


 


10.2       Authorization.
The execution, delivery, and performance of this Agreement and the related agreements have been duly authorized and approved by
the board of directors and shareholders of the Buyer. This Agreement and the Related Agreements constitute valid and binding agreements
of the Buyer, enforceable in accordance with their terms, except as enforceability may be limited by bankruptcy, reorganization,
insolvency, or similar laws affecting the enforcement of creditors’ rights or by the application of general principles of
equity.


 


10.3       Brokers
and Finders. The Buyer has not employed any broker or finder in connection with the transactions contemplated by this Agreement
and has taken no action that would give rise to a valid claim against any party for a brokerage commission, finder’s fee,
or other like payment.


 


10.4       No
Conflict with Other Instruments or Agreements. The execution, delivery, and performance by the Buyer of this Agreement and
the Related Agreements will not result in a breach or violation of, or constitute a default under, the Buyer’s Articles of
Incorporation or Bylaws or any material agreement to which the Buyer is a party or by which the Buyer is bound.


 






     11


     

    




 


10.5       Governmental
Authorities. (a) The Buyer is not required to submit any notice, report, or other filing with any governmental or regulatory
authority in connection with the Buyer’s execution and delivery of this Agreement and the Related Agreements and the consummation
of the purchase and (b) the Buyer is not required to obtain any consent, approval, or authorization of any governmental or regulatory
authority in connection with the Buyer’s execution, delivery, and performance of this Agreement and the Related Agreements
and the consummation of the purchase of the Assets.


 


10.6       Accuracy
of Representations and Warranties. None of the representations or warranties of the Buyer contain or will contain any untrue
statement of a material fact or omit or will omit or misstate a material fact necessary in order to make the statements contained
herein not misleading.


 


SECTION
11.      COVENANTS OF THE SELLER


 


11.1       Employee
Matters. As of the Closing, the Seller will terminate all of its OMS employees and will pay each OMS employee all wages, commissions,
and accrued vacation pay earned up to the time of termination, including overtime pay.


 


11.2       Change
of Name. At the Closing, the Seller will take all action necessary or appropriate to permit the Buyer to legally commence using
the name “OMS”.


 


11.3       Conditions
and Best Efforts. The Seller will use its best efforts to effectuate the transactions contemplated by this Agreement and the
Related Agreements and to fulfill all the conditions of its obligations under this Agreement and the Related Agreements, and will
do all acts and things as may be required to carry out its obligations under this Agreement and the Related Agreements.


 


11.4       WARN.
The Seller will be responsible for all obligations, if any, under the Worker Adjustment and Retraining Notification Act (WARN)
and applicable regulations under it with respect to any employment terminations before or on the Closing Date and will indemnify
the Buyer in the event that the Buyer is held liable for any failure by the Seller to comply with the Seller’s obligations
under WARN or this section.


 


SECTION 12.      COVENANTS OF
BUYER


 


12.1       Conditions
and Best Efforts. The Buyer will use its best efforts to effectuate the transactions contemplated by this Agreement and the
Related Agreements and to fulfill all the conditions of its obligations under this Agreement and the Related Agreements, and will
do all acts and things as may be required to carry out its obligations under this Agreement and the Related Agreements.


 


12.2       Confidential
Information. If for any reason the sale of Assets contemplated by this Agreement is not consummated, the Buyer will promptly
return to the Seller and will not use or disclose to third parties any confidential information received from the Seller in the
course of investigating, negotiating, and performing the transactions contemplated by this Agreement.


 






     12


     

    




 


12.4       Accounts
Receivable. If the Buyer receives or collects any funds relating to any accounts receivable or any other excluded asset, the
Buyer shall remit such funds to the Seller within thirty (30) business days after its receipt thereof.


 


SECTION
13.      SECTION INTENTIONALLY LEFT BLANK


 


SECTION 14.      SECTION INTENTIONALLY
LEFT BLANK 


 


SECTION 15.      BUYER’S ACCEPTANCE


 


The Buyer represents
and acknowledges that it has entered into this Agreement on the basis of its own examination, personal knowledge, and opinion of
the value of the OMS business. The Buyer acknowledges that its principle has been the operations manager of the OMS business for
the past 11 years and is knowledgeable about the condition of the Assets and prospects of the OMS business. The Buyer has not relied
on any representations made by the Seller other than those specified in this Agreement. The Buyer further acknowledges that the
Seller has made no agreement or promise to repair or improve any of the leasehold improvements, equipment, or other personal property
being sold to the Buyer under this Agreement and that the Buyer takes all such property in an “as is” condition, except
as otherwise provided in this Agreement.


 


SECTION 16.      SECTION INTENTIONALLY
LEFT BLANK


 


SECTION 17.      INDEMNIFICATION AND SURVIVAL


 


17.1       Survival
of Representations and Warranties. All representations and warranties made in this Agreement will survive the Closing of this
Agreement, except that any party to whom a representation or warranty has been made in this Agreement will be deemed to have waived
any misrepresentation or breach of the representation or warranty if the party had knowledge of such breach before the Closing.
The representations and warranties in this Agreement will terminate 18 months after the Closing Date, and such representations
or warranties will thereafter be without force or effect, except for any claim with respect to which notice has been given to the
potentially indemnifying party before such expiration date (the “Survival Period”).


 


17.2       Seller’s
Indemnification. 


 


17.2.1       The
Seller agrees to indemnify, defend, and hold the Buyer, its successors, and assigns harmless from and against any and all claims,
liabilities, obligations, costs, expenses, and reasonable attorney fees (collectively, “Damages”) arising out of or
related to:


 


(a)          Any
breach or inaccuracy of any representation or warranty of the Seller made in this Agreement or any Related Agreement;





(b)          Any
failure by the Seller to perform any covenant required to be performed by it pursuant to this Agreement or any Related Agreement;
and


 






     13


     

    

 


(c)          Any
liability or obligation of the Seller arising out of or in connection with the ownership, use, condition, maintenance, or operation
of the Seller’s OMS business or the Assets by the Seller on or before the Closing, in either case not expressly assumed by
the Buyer in accordance with the terms of this Agreement.


 


17.3       Buyer’s
Indemnification. The Buyer agrees to defend, indemnify, and hold harmless the Seller from and against all Damages arising out
of or related to:


 


(a)          Any
breach or inaccuracy of any representation or warranty of the Buyer made in this Agreement or any Related Document;





(b)         Any
failure by the Buyer to perform any covenant required to be performed by it pursuant to this Agreement or any Related Document;





(c)          Any
liability or obligation of the Seller to any third party expressly assumed by the Buyer in accordance with the terms of this Agreement;





(d)          The
Assumed Liabilities; and





(d)          The
ownership, use, condition, maintenance, or operation of the OMS business after the Closing of this Agreement.


 


17.4       Defense
of Claim. If any claim is asserted against a party that would give rise to a claim by that party against the other party for
indemnification under the provisions of this Agreement then the party to be indemnified will promptly give written notice to the
indemnifying party concerning such claim and the indemnifying party will, at no expense to the indemnified party, defend the claim.


 


17.5       Limits
on Indemnification. Notwithstanding the foregoing, the liability of the Seller or the Buyer under Sections 17.2 and 17.3 above
will be subject to the following limitations:


 


17.5.1    Seller’s
Liability. No claim for indemnity will be effective if not made within the Survival Period. The Seller’s maximum aggregate
liability for indemnification hereunder shall not exceed $640,000.


 


17.5.2    Buyer’s
Liability. No claim for indemnity will be effective if not made within the Survival Period.


 


17.5.3    Indemnification
Basket. An indemnifying party shall not be liable for any claim for indemnification for Damages under this Section 17 unless
and until the aggregate amount of such Damages equals or exceeds $10,000 (the “Basket”), in which case the indemnifying
party shall pay to the indemnified party the total of the Damages in excess of the Basket.


 


17.5.4    Buyer’s
Knowledge. Notwithstanding anything to the contrary in this Agreement, no party shall be liable under this Section 17 for any
Damages resulting from or relating to any inaccuracy in or breach of any representation or warranty in this Agreement if the party
seeking indemnification for such Damages had knowledge of such breach prior to or as of the Closing.


 






     14


     

    




 


17.6       Indemnification
Procedure. 


 


17.6.1    Third-Party
Claims. 


 


(a)          Each
indemnified party will, with reasonable promptness after obtaining knowledge thereof, provide the indemnifying party with written
notice of all third-party actions, suits, proceedings, claims, demands, or assessments that may be subject to the indemnification
provisions of this Section 17 (collectively, “Third-Party Claims”), including, in reasonable detail, the basis for
the claim, the nature of Damages, and a good-faith estimate of the amount of Damages.





(b)          The
indemnifying party will have 30 days after its receipt of the claim notice to notify the indemnified party in writing whether the
indemnifying party agrees that the claim is subject to Section 17 and, if so, whether the indemnifying party elects to undertake,
conduct, and control, through counsel of its choosing, and at its sole risk and expense, the good-faith settlement or defense of
the Third-Party Claim.





(c)          If
within 30 days after its receipt of the claim notice, the indemnifying party notifies the indemnified party that it elects to undertake
the good-faith settlement or defense of the Third-Party Claim, the indemnified party will reasonably cooperate with the indemnifying
party in connection therewith, including, without limitation, by making available to the indemnifying party all relevant information
material to the defense of the Third-Party Claim. The indemnified party will be entitled to participate in the settlement or defense
of the Third-Party Claim, at its own expense, through counsel chosen by the indemnified party. The indemnified party will have
the right to review any proposed settlement that would impose an obligation or duty on the indemnified party, and, if the indemnified
party objects to such a settlement, the settlement may not be undertaken. As long as the indemnifying party is contesting the Third-Party
Claim in good faith and with reasonable diligence, the indemnified party will not pay or settle the Third-Party Claim. Notwithstanding
the foregoing, the indemnified party will have the right to pay or settle any Third-Party Claim at any time as long as the indemnified
party waives any right to indemnification for such claim from the indemnifying party.





(d)           If
the indemnifying party fails to provide notice that it elects to undertake the good-faith settlement or defense of the Third-Party
Claim, or if the indemnifying party fails to contest the Third-Party Claim or to undertake or approve settlement in good faith
and with reasonable diligence, the indemnified party will thereafter have the right to contest, settle, or compromise the Third-Party
Claim at its exclusive discretion, at the risk and expense of the indemnifying party, and the indemnifying party will thereby waive
any claim, defense, or argument that the indemnified party’s defense or settlement of such Third-Party Claim is in any respect
inadequate or unreasonable.





(e)           A
party’s failure to give timely notice will not constitute a defense (in part or in whole) to any claim for indemnification
by such party, except if, and only to the extent that, such failure results in any material prejudice to the indemnifying party.


 


17.6.2    Claims
Other than Third-Party Claims. 


 


(a)          Each
indemnified party will, with reasonable promptness, deliver to the indemnifying party written notice of all claims for indemnification
under Section 17, other than


 






     15


     

    

 


Third-Party
Claims, including, in reasonable detail, the basis for the claim, the nature of the Damages, and a good-faith estimate of the
amount of the Damages.





(b)         The
indemnifying party will have 30 days after its receipt of the claim notice to notify the indemnified party in writing regarding
whether the indemnifying party accepts or disputes liability for all or any part of the Damages described in the claim notice.
If the indemnifying party does not so notify the indemnified party, the indemnifying party will be deemed to accept liability
for all the Damages described in the claim notice. 


(c)          A
party’s failure to give timely notice will not constitute a defense (in part or in whole) to any claim for indemnification
by such party, except if, and only to the extent that, such failure results in any material prejudice to the indemnifying party.


 


17.7       Rights
Exclusive. An indemnified party’s rights to indemnification under this Agreement are in lieu of, and such indemnified
party waives, any other rights to which the indemnified party may be entitled at law or in equity.


 


SECTION 18.     CLOSING


 


18.1       Time
and Place. This Agreement will be closed simultaneously with execution on the date first written above (the “Closing
Date”) by electronic transmission of signature pages to this Agreement and the Related Agreements (the “Closing”).


 


18.2       Obligations
of the Seller at Closing. At the Closing, the Seller will deliver to the Buyer the following:


 


(a)          Bills
of sale, assignments, properly endorsed certificates of title, and other instruments of transfer, in form and substance reasonably
satisfactory to the Buyer, necessary to transfer and convey all of the Assets to the Buyer;





(b)    
    The Noncompetition Agreement;





(c)      
  The Lease Assignment;





(d)      
  The Assignment and Assumption Agreement;





(e)          A
cashier’s check, certified check, or wire transfer of immediately available funds for prorated items owing to the Buyer,
if any;





(f)          Possession
of the business facilities to be conveyed pursuant to this Agreement; and





(g)         Such
other certificates and documents as may be called for by the provisions of this Agreement.


 


18.3       Buyer’s
Obligations at Closing. At the Closing, the Buyer will deliver to the Seller the following:


 


(a)          A
cashier’s check, certified check, or wire transfer in the amount specified in Section 5.1;





(b)         A
cashier’s check or a certified check for prorated items owed to the Seller, if any;





(c)         The
Noncompetition Agreement;





(d)         The
Lease Assignment; 


 






     16


     

    

 


(f)          The
Assignment and Assumption Agreement; and





(g)         Such
other certificates and documents as may be called for by the provisions of this Agreement.


 


SECTION
19.     RIGHTS AND OBLIGATIONS SUBSEQUENT TO CLOSING


 


19.1      Books and Records.
The Seller will retain all of its records and provide copies of any OMS records to the Buyer as requested by the Buyer.


 


SECTION 20.      DEFAULT 


 


20.1       Cross-Default
Provision. A default in this Agreement will constitute a default in the Related Agreements described in Section 7, and a default
in any one or more of the Related Agreements described in Section 7 will constitute a default in this Agreement.


 


SECTION 21.      SECTION INTENTIONALLY
LEFT BLANK


 


SECTION 22.      MISCELLANEOUS


 


22.1       No Third-Party Beneficiaries. Except for persons entitled to indemnification pursuant to Section 17, this Agreement is for
the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied,
is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever
under or by reason of this Agreement.


 


22.2       Amendment and Modification; Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing
signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth
in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any
failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether
occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising
from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or
privilege.


 


22.3       Governing Law; Venue. This Agreement and the Related Agreements and all disputes or controversies arising out of or relating
to this Agreement and the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal
laws of the State of California, without regard to the laws of any other jurisdiction that might be applied because of the conflicts
of laws principles of the State of California. The Buyer and the Seller submit and consent to the exclusive jurisdiction of the
courts present in the County of Orange, California in any action brought to enforce (or otherwise relating to) this Agreement and
the Related Agreements.


 


22.4       Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall
be deemed to be an original and all of which


 






     17


     

    

 


taken
together constitute one and the same instrument. The execution and delivery of counterparts of this Agreement, by facsimile, by
electronic file transmission or by original manual signature, regardless of the means or any variation in pagination or appearance,
shall be binding upon the parties.


 


[SIGNATURE PAGE(S) FOLLOW]


 






     18


     

    




 


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








	 	 	 
	Pro-Dex, Inc. 	 
	 	 	 
	By: 	/s/ Rick Van Kirk	 
	 	Rick Van Kirk, President and CEO	 
	 	 	 
	OMS Motion, Inc. 	 
	 	 
	By: 	/s/ Phil Brown	 
	 	Phil Brown, President	 







 


Signature Page to Purchase Agreement


 






     


     

    

  


Schedule 1.1(a)





OMS Equipment, Tools, Furniture, and
Fixtures







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Oregon
    Micro Systems
Net Book Value [Depreciation]
GAAP
For the Period November 1, 2016 to November 30, 2016
	 	 	ASSET
    BALANCES	 	DEPRECIATION	 	 
	Asset ID	 	Beginning	 	Additions	 	Deletions	 	Ending	 	Beg. Balance	 	Depr Exp & AFYD	 	Sec 179/179A	 	Oth. Additions	 	Deletions	 	End Bal.	 	Net Book Value
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Class: EQUI	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OMS000010	 	VME Enclosure Rack	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	1,990	 	0	 	0	 	1,990	 	1,990	 	0	 	0	 	0	 	0	 	1,990	 	0
	OMS000011	 	Ultralinks Cards	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	1,664	 	0	 	0	 	1,664	 	1,664	 	0	 	0	 	0	 	0	 	1,664	 	0
	OMS000033	 	MICROSCOPE	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	2,613	 	0	 	0	 	2,613	 	2,613	 	0	 	0	 	0	 	0	 	2,613	 	0
	OMS000040	 	TEST STATIONS	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	568	 	0	 	0	 	568	 	568	 	0	 	0	 	0	 	0	 	568	 	0
	OMS000041	 	TEST STATIONS	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	125	 	0	 	0	 	125	 	125	 	0	 	0	 	0	 	0	 	125	 	0
	OMS000042	 	TEST STATIONS	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	2,027	 	0	 	0	 	2,027	 	2,027	 	0	 	0	 	0	 	0	 	2,027	 	0
	OMS000043	 	HOT AIR STATION	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	750	 	0	 	0	 	750	 	750	 	0	 	0	 	0	 	0	 	750	 	0
	OMS000052	 	CAMERA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	250	 	0	 	0	 	250	 	250	 	0	 	0	 	0	 	0	 	250	 	0
	OMS000053	 	CAMERA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	250	 	0	 	0	 	250	 	250	 	0	 	0	 	0	 	0	 	250	 	0
	OMS000062	 	COMP SYS TEST STATIO	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	1,881	 	0	 	0	 	1,881	 	1,881	 	0	 	0	 	0	 	0	 	1,881	 	0
	OMS000066	 	TEST STATION 80 MH	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	9,810	 	0	 	0	 	9,810	 	9,810	 	0	 	0	 	0	 	0	 	9,810	 	0
	OMS000081	 	HP Oscilloscope	 	 	 	 	 	 	 	 	 	 
	 	 	14,950	 	0	 	0	 	14,950	 	14,950	 	0	 	0	 	0	 	0	 	14,950	 	0
	OMS000103	 	Mrshll Desodering St	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	649	 	0	 	0	 	649	 	649	 	0	 	0	 	0	 	0	 	649	 	0
	OMS000110	 	C&H Dist Stock Cart	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	1,101	 	0	 	0	 	1,101	 	1,101	 	0	 	0	 	0	 	0	 	1,101	 	0
	OMS000118	 	Comp View Projector	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	5,800	 	0	 	0	 	5,800	 	5,800	 	0	 	0	 	0	 	0	 	5,800	 	0
	OMS000119	 	NW Test Oscilloscope	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	3,325	 	0	 	0	 	3,325	 	3,325	 	0	 	0	 	0	 	0	 	3,325	 	0
	OMS000122	 	PCbus Analyzer	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	11,330	 	0	 	0	 	11,330	 	11,330	 	0	 	0	 	0	 	0	 	11,330	 	0
	OMS000123	 	VMEbus Analyzer	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	11,235	 	0	 	0	 	11,235	 	11,235	 	0	 	0	 	0	 	0	 	11,235	 	0
	OMS000198	 	Vision Click Source Level Debugger	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	7,430	 	0	 	0	 	7,430	 	7,430	 	0	 	0	 	0	 	0	 	7,430	 	0



 






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	 	 	ASSET
    BALANCES	 	DEPRECIATION	 	 
	Asset ID	 	Beginning	 	Additions	 	Deletions	 	Ending	 	Beg. Balance	 	Depr Exp & AFYD	 	Sec 179/179A	 	Oth. Additions	 	Deletions	 	End Bal.	 	Net Book Value
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OMS000213	 	VME Rack System	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	2,641	 	0	 	0	 	2,641	 	2,641	 	0	 	0	 	0	 	0	 	2,641	 	0
	OMS000214	 	Microscope for Production	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	2,943	 	0	 	0	 	2,943	 	2,943	 	0	 	0	 	0	 	0	 	2,943	 	0
	OMS000215	 	MAXv Test and Evaluation Station	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	5,888	 	0	 	0	 	5,888	 	5,888	 	0	 	0	 	0	 	0	 	5,888	 	0
	OMS000221	 	Vacuum Sealer	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	3,296	 	0	 	0	 	3,296	 	3,296	 	0	 	0	 	0	 	0	 	3,296	 	0
	OMS000222	 	Projector System-INFOCUS	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	2,808	 	0	 	0	 	2,808	 	2,808	 	0	 	0	 	0	 	0	 	2,808	 	0
	OMS000227	 	MAXv Test Station	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	7,997	 	0	 	0	 	7,997	 	7,997	 	0	 	0	 	0	 	0	 	7,997	 	0
	OMS000228	 	Binding System	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	2,044	 	0	 	0	 	2,044	 	2,044	 	0	 	0	 	0	 	0	 	2,044	 	0
	OMS000240	 	Dynamometer W/30,000 RPM	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	13,380	 	0	 	0	 	13,380	 	11,819	 	112	 	0	 	0	 	0	 	11,931	 	1,450
	OMS000248	 	Digital Parts Counter	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	1,695	 	0	 	0	 	1,695	 	904	 	14	 	0	 	0	 	0	 	918	 	777
	OMS000249	 	Brady Label Maker	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	4,595	 	0	 	0	 	4,595	 	2,374	 	38	 	0	 	0	 	0	 	2,412	 	2,183
	OMS000257	 	SMT/BGA Rework system - pick and place for PCBA assembly	 	 	 	 	 	 	 
	 	 	32,378	 	0	 	0	 	32,378	 	5,936	 	270	 	0	 	0	 	0	 	6,206	 	26,173
	Subtotal: EQUI (30)	 	$157,414	 	$0	 	$0	 	$157,414	 	$126,399	 	$434	 	$0	 	$0	 	$0	 	$126,832	 	$30,582
	Class: FURN	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OMS000021	 	Hon Desk	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	575	 	0	 	0	 	575	 	575	 	0	 	0	 	0	 	0	 	575	 	0
	OMS000155	 	Reception Station	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	1,259	 	0	 	0	 	1,259	 	1,259	 	0	 	0	 	0	 	0	 	1,259	 	0
	Subtotal: FURN (2)	 	$1,834	 	$0	 	$0	 	$1,834	 	$1,834	 	$0	 	$0	 	$0	 	$0	 	$1,834	 	$0
	Class: HARD	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OMS000142	 	Toshiba Satellite 2140XCDS Notebook PC	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	1,247	 	0	 	0	 	1,247	 	1,247	 	0	 	0	 	0	 	0	 	1,247	 	0
	OMS000156	 	Olympus Microscope W/Illuminator	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	2,434	 	0	 	0	 	2,434	 	2,434	 	0	 	0	 	0	 	0	 	2,434	 	0
	OMS000157	 	Pilot-MVP Programmer System	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	2,320	 	0	 	0	 	2,320	 	2,320	 	0	 	0	 	0	 	0	 	2,320	 	0
	OMS000158	 	HP Laserjet 4050 N	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	1,380	 	0	 	0	 	1,380	 	1,380	 	0	 	0	 	0	 	0	 	1,380	 	0
	OMS000164	 	VisionICE2 for MPC82XX	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	6,350	 	0	 	0	 	6,350	 	6,350	 	0	 	0	 	0	 	0	 	6,350	 	0
	OMS000165	 	Event System W/32K	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	9,048	 	0	 	0	 	9,048	 	9,048	 	0	 	0	 	0	 	0	 	9,048	 	0



 



    	 Page: 2	Printed: 1/3/2017 3:44:57 PM






     

    

 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	ASSET
    BALANCES	 	DEPRECIATION	 	 
	Asset ID	 	Beginning	 	Additions	 	Deletions	 	Ending	 	Beg. Balance	 	Depr Exp & AFYD	 	Sec 179/179A	 	Oth. Additions	 	Deletions	 	End Bal.	 	Net Book Value
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OMS000168	 	WindRiver Complier	 	 	 	 	 	 
	 	 	4,808	 	0	 	0	 	4,808	 	4,808	 	0	 	0	 	0	 	0	 	4,808	 	0
	OMS000169	 	Viewsonic Viewpanel 18.1	 	 	 	 	 	 
	 	 	2,997	 	0	 	0	 	2,997	 	2,997	 	0	 	0	 	0	 	0	 	2,997	 	0
	OMS000171	 	Observatory Inspection Station	 	 	 	 	 	 
	 	 	5,024	 	0	 	0	 	5,024	 	5,024	 	0	 	0	 	0	 	0	 	5,024	 	0
	OMS000181	 	Programmable DC Power Supply	 	 	 	 	 	 
	 	 	1,495	 	0	 	0	 	1,495	 	1,495	 	0	 	0	 	0	 	0	 	1,495	 	0
	OMS000183	 	VME CPU	 	 	 	 	 	 
	 	 	5,179	 	0	 	0	 	5,179	 	5,179	 	0	 	0	 	0	 	0	 	5,179	 	0
	OMS000184	 	Oscilliscope	 	 	 	 	 	 
	 	 	3,335	 	0	 	0	 	3,335	 	3,335	 	0	 	0	 	0	 	0	 	3,335	 	0
	OMS000188	 	Brady Printer	 	 	 	 	 	 
	 	 	804	 	0	 	0	 	804	 	804	 	0	 	0	 	0	 	0	 	804	 	0
	OMS000197	 	7 CD duplicator	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	1,750	 	0	 	0	 	1,750	 	1,750	 	0	 	0	 	0	 	0	 	1,750	 	0
	OMS000199	 	Sony Laptop Model PCG-NV190	 	 	 	 	 	 
	 	 	1,840	 	0	 	0	 	1,840	 	1,840	 	0	 	0	 	0	 	0	 	1,840	 	0
	OMS000203	 	HP designJet 800 w/ Memory module	 	 	 	 	 	 
	 	 	4,158	 	0	 	0	 	4,158	 	4,158	 	0	 	0	 	0	 	0	 	4,158	 	0
	OMS000204	 	Sony Laptop	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	2,193	 	0	 	0	 	2,193	 	2,193	 	0	 	0	 	0	 	0	 	2,193	 	0
	OMS000210	 	Flash Programmer	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	4,563	 	0	 	0	 	4,563	 	4,563	 	0	 	0	 	0	 	0	 	4,563	 	0
	OMS000226	 	CD Printer	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	1,710	 	0	 	0	 	1,710	 	1,710	 	0	 	0	 	0	 	0	 	1,710	 	0
	OMS000233	 	Dell Precision M70	 	 	 	 	 	 
	 	 	2,564	 	0	 	0	 	2,564	 	2,564	 	0	 	0	 	0	 	0	 	2,564	 	0
	OMS000238	 	Dell Poweredge 2950 and 42U Server Rack	 	 	 	 	 	 
	 	 	5,848	 	0	 	0	 	5,848	 	5,751	 	49	 	0	 	0	 	0	 	5,800	 	49
	OMS000241	 	APC SMART - UPS 3000VA USB	 	 	 	 	 	 
	 	 	1,060	 	0	 	0	 	1,060	 	777	 	9	 	0	 	0	 	0	 	786	 	274
	OMS000243	 	S. Frederick Dell Latitude E4310 Notebook	 	 	 	 	 	 
	 	 	1,901	 	0	 	0	 	1,901	 	1,220	 	16	 	0	 	0	 	0	 	1,236	 	665
	OMS000245	 	Dell Precision T5500 Workstation	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	3,051	 	0	 	0	 	3,051	 	1,830	 	25	 	0	 	0	 	0	 	1,856	 	1,195
	OMS000247	 	Laptop for Phil Brown	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	2,224	 	0	 	0	 	2,224	 	1,205	 	19	 	0	 	0	 	0	 	1,223	 	1,001
	OMS000250	 	Power Edge R710 Server	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	12,502	 	0	 	0	 	12,502	 	6,251	 	104	 	0	 	0	 	0	 	6,355	 	6,147
	OMS000251	 	Hanson Laptop	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	1,839	 	0	 	0	 	1,839	 	843	 	15	 	0	 	0	 	0	 	858	 	981



 






    	 Page: 3	Printed: 1/3/2017 3:44:57 PM






     

    

 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	ASSET
    BALANCES	 	DEPRECIATION	 	 
	Asset ID	 	Beginning	 	Additions	 	Deletions	 	Ending	 	Beg. Balance	 	Depr Exp & AFYD	 	Sec 179/179A	 	Oth. Additions	 	Deletions	 	End Bal.	 	Net Book Value
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OMS000253	 	Power Edge R720 Server	 	 	 	 	 	 
	 	 	16,151	 	0	 	0	 	16,151	 	6,730	 	135	 	0	 	0	 	0	 	6,864	 	9,287
	OMS000255	 	Dell Precision T1700 Workstateion for Ollie Barker	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	1,169	 	0	 	0	 	1,169	 	1,040	 	32	 	0	 	0	 	0	 	1,072	 	97
	OMS000256	 	MicroSoft Surface Pro 3 - 256GB, extended service plan,
    office, docking station, ethernet adapter	 	 	 
	 	 	2,118	 	0	 	0	 	2,118	 	388	 	18	 	0	 	0	 	0	 	406	 	1,712
	OMS000259	 	DELL new computer for engr -paid w/ PB UB MC	 	 	 	 	 	 	 	 	 	 
	 	 	2,381	 	0	 	0	 	2,381	 	377	 	20	 	0	 	0	 	0	 	397	 	1,985
	OMS000260	 	Synoptek -backup server QNAP 8-bay NAS server	 	 	 	 	 	 	 	 	 	 
	 	 	4,402	 	0	 	0	 	4,402	 	978	 	122	 	0	 	0	 	0	 	1,101	 	3,301
	Subtotal: HARD (32)	 	$119,846	 	$0	 	$0	 	$119,846	 	$92,589	 	$564	 	$0	 	$0	 	$0	 	$93,152	 	$26,694
	Class: LHI	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OMS000239	 	Phone System	 	 	 	 	 	 	 	 	 	 
	 	 	6,485	 	0	 	0	 	6,485	 	6,485	 	0	 	0	 	0	 	0	 	6,485	 	0
	Subtotal: LHI (1)	 	$6,485	 	$0	 	$0	 	$6,485	 	$6,485	 	$0	 	$0	 	$0	 	$0	 	$6,485	 	$0
	Class: OFFI	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OMS000026	 	LASER PRINTER	 	 	 	 	 	 	 	 	 	 
	 	 	1,800	 	0	 	0	 	1,800	 	1,800	 	0	 	0	 	0	 	0	 	1,800	 	0
	OMS000064	 	HP LASER PRINTER	 	 	 	 	 	 	 	 	 	 
	 	 	599	 	0	 	0	 	599	 	599	 	0	 	0	 	0	 	0	 	599	 	0
	OMS000088	 	R&D Ind Color LSRJT	 	 	 	 	 	 	 	 	 	 
	 	 	5,425	 	0	 	0	 	5,425	 	5,425	 	0	 	0	 	0	 	0	 	5,425	 	0
	OMS000145	 	Lazer Fax	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	1,090	 	0	 	0	 	1,090	 	1,090	 	0	 	0	 	0	 	0	 	1,090	 	0
	OMS000225	 	Phone System	 	 	 	 	 	 	 	 	 	 
	 	 	12,036	 	0	 	0	 	12,036	 	12,036	 	0	 	0	 	0	 	0	 	12,036	 	0
	OMS000244	 	COLOR IMAGERUNNER C10221	 	 	 	 	 	 	 	 	 	 
	 	 	2,942	 	0	 	0	 	2,942	 	1,839	 	25	 	0	 	0	 	0	 	1,863	 	1,079
	Subtotal: OFFI (6)	 	$23,893	 	$0	 	$0	 	$23,893	 	$22,789	 	$25	 	$0	 	$0	 	$0	 	$22,814	 	$1,079
	Class: SOFT	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OMS000034	 	ORCAD SFTWR	 	 	 	 	 	 	 	 	 	 
	 	 	7,495	 	0	 	0	 	7,495	 	7,495	 	0	 	0	 	0	 	0	 	7,495	 	0
	OMS000035	 	ORCARD SFTR	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	7,495	 	0	 	0	 	7,495	 	7,495	 	0	 	0	 	0	 	0	 	7,495	 	0
	OMS000054	 	ORCAD SFTWARE	 	 	 	 	 	 	 	 	 	 
	 	 	995	 	0	 	0	 	995	 	995	 	0	 	0	 	0	 	0	 	995	 	0
	OMS000128	 	Netware 5.1 50 Connection Additive License	 	 	 	 	 	 	 	 	 	 
	 	 	2,907	 	0	 	0	 	2,907	 	2,907	 	0	 	0	 	0	 	0	 	2,907	 	0
	OMS000129	 	Netware 5.1 5 Connection US/Canada	 	 	 	 	 	 	 	 	 	 
	 	 	723	 	0	 	0	 	723	 	723	 	0	 	0	 	0	 	0	 	723	 	0
	OMS000191	 	Boundary Scan Test and JTAG Software	 	 	 	 	 	 	 	 	 	 
	 	 	17,995	 	0	 	0	 	17,995	 	17,995	 	0	 	0	 	0	 	0	 	17,995	 	0



 






    	 Page: 4	Printed: 1/3/2017 3:44:57 PM






     

    

 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	ASSET
    BALANCES	 	DEPRECIATION	 	 
	Asset ID	 	Beginning	 	Additions	 	Deletions	 	Ending	 	Beg. Balance	 	Depr Exp & AFYD	 	Sec 179/179A	 	Oth. Additions	 	Deletions	 	End Bal.	 	Net Book Value
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OMS000192	 	QTY 2; MS Visual Studio, Enterprise edition software	 	 	 	 	 	 	 	 	 	 
	 	 	2,966	 	0	 	0	 	2,966	 	2,966	 	0	 	0	 	0	 	0	 	2,966	 	0
	OMS000206	 	Dell Pentium Server	 	 	 	 	 	 	 	 	 	 
	 	 	8,772	 	0	 	0	 	8,772	 	8,772	 	0	 	0	 	0	 	0	 	8,772	 	0
	OMS000207	 	Software Drivers for MAXp	 	 	 	 	 	 	 	 	 	 
	 	 	16,320	 	0	 	0	 	16,320	 	16,320	 	0	 	0	 	0	 	0	 	16,320	 	0
	OMS000212	 	MAXv software	 	 	 	 	 	 	 	 	 	 
	 	 	2,840	 	0	 	0	 	2,840	 	2,840	 	0	 	0	 	0	 	0	 	2,840	 	0
	OMS000232	 	Orcad Capture	 	 	 	 	 	 	 	 	 	 
	 	 	1,729	 	0	 	0	 	1,729	 	1,729	 	0	 	0	 	0	 	0	 	1,729	 	0
	OMS000234	 	OrCad Capture, Layout plus maintenance	 	 	 	 	 	 	 	 	 	 
	 	 	3,150	 	0	 	0	 	3,150	 	3,150	 	0	 	0	 	0	 	0	 	3,150	 	0
	OMS000235	 	OrCad PCB Designer with PSpice maintenance	 	 	 	 	 	 	 	 	 	 
	 	 	9,995	 	0	 	0	 	9,995	 	9,995	 	0	 	0	 	0	 	0	 	9,995	 	0
	OMS000236	 	Wind River ICE w/VisionCLICK	 	 	 	 	 	 	 	 	 	 
	 	 	7,430	 	0	 	0	 	7,430	 	7,430	 	0	 	0	 	0	 	0	 	7,430	 	0
	OMS000246	 	PDXpert Software	 	 	 	 	 	 	 	 	 	 
	 	 	4,368	 	0	 	0	 	4,368	 	4,368	 	0	 	0	 	0	 	0	 	4,368	 	0
	OMS000252	 	JTAG Debugger	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	5,010	 	0	 	0	 	5,010	 	5,010	 	0	 	0	 	0	 	0	 	5,010	 	0
	Subtotal: SOFT (16)	 	$100,189	 	$0	 	$0	 	$100,189	 	$100,189	 	$0	 	$0	 	$0	 	$0	 	$100,189	 	$0
	Grand Total	 	$409,661	 	$0	 	$0	 	$409,661	 	$350,285	 	$1,022	 	$0	 	$0	 	$0	 	$351,307	 	$58,354
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Note: There may be differences due to rounding.	 	 	 	 	 	 	 	 	 	 



 






    	 Page: 5	Printed: 1/3/2017 3:44:57 PM






     

    

 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Oregon
    Micro Systems
 Net Book Value [Amortization]
 GAAP
 For the Period November 1, 2016 to November
    30, 2016
	 	 	ASSET
    BALANCES	 	AMORTIZATION	 	 
	Asset ID	 	Beginning	 	Additions	 	Deletions	 	Ending	 	Beg. Balance	 	Amort. Exp	 	 	Oth. Additions	 	Deletions	 	End Bal.	 	Net Book Value
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Grand Total	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Note: There may be differences due to rounding.	 	 	 	 	 	 	 	 	 





  



    	 Page: 1	Printed: 1/3/2017 3:44:57 PM






     

    






 


Schedule 1.1(l)





Assigned Telephone Lines and Numbers



 


	(503) 629-8081
	(800) 707-8111
	(503) 629-0688
	(503) 601-8081
	(503) 629-6712
	(503) 601-6705
	(503) 601-6715
	(503) 601-6707
	(503) 601-6704
	(503) 601-6709
	(503) 601-6702
	(503) 601-6703
	(503) 308-3260
	(503) 816-2955


 


Additionally, any unused numbers that have been assigned for
future use will be assigned to OMS upon Closing.


 



    Schedule 1.1(l)


     

    




 


Schedule 9.12





Intellectual Property


 


	Mark	Registration 

No.	Registration 

Date	Status
	OMS-EZ	2403311	11/14/2000	Renewal Due 11/14/2020
	The Company In Motion	2387032	9/19/2000	Renewal Due 09/19/2020
	OMS	 	 	Registered; Affidavit of use due 09/04/2018


 


	Domain 	Expiration
	omsmotion.com	8/8/2017




 

 

 






    Schedule 9.12