Consulting
Services Agreement 


 


We
are pleased to confirm our mutual understanding in this Consulting Services Agreement (this “Agreement”)
between Leavitt Partners, LLC, a Utah limited liability company (the “Company”), and


Fresh
Medical Laboratories, Inc. (“Client”), a Delaware Corporation, the “Parties,” as follows:


 


1.       Services.
The Company shall provide the services (the “Services”) described on Schedule A hereto (as from
time to time amended, the “Schedule”). The Schedule may be amended, revised, or extended from time to
time by mutual agreement as set forth in one or more statements of work or addenda signed by the Parties and attached to the Schedule.


 


A.
       The Schedule is subject to the terms and conditions of this Agreement; to the extent
there is any conflict between the provisions of this Agreement and the Schedule, the terms of this Agreement shall control the
rights and obligations of the Parties, unless a properly executed Schedule expressly amends and supersedes a provision of this
Agreement.


 


B.       The
Company will perform the Services in a professional manner and in accordance with applicable ethical, industry and professional
standards. Each of the Company and Client shall comply with all applicable laws and regulations.


 


2.       Term.This
Agreement will commence effective as of July 1, 2014 (the “Effective Date”) and, unless terminated sooner
pursuant to Section 5 hereof, shall continue in effect for a period of four years (the “Term”). The
Parties may renew this Agreement upon mutually agreed terms.


 


3.       Compensation.


 


A.       In
consideration for the provision of the Services, Client shall issue to the Company, or its designee, a warrant to purchase 900,000
shares of Client’s common stock, in accordance with the vesting schedule and other terms set forth in the certain Warrant
to Purchase Common Stock entered into by the Parties as of the Effective Date.


 


B.       If
Client consummates a Change of Control Transaction with an Identified Party during the Term or 12 month period following any termination
or expiration of this Agreement, then Company shall receive from Client success fees equal to 0.5% multiplied by the total transaction
size of the Change of Control Transaction (including without limitation, the assumption of debt). Success Fees will be payable
in full in cash and/or stock (at terms no different than other shareholders of Client’s stock) upon the consummation of
the Change of Control Transaction as a Client expense, and shall be in addition to any payments owed to Company in respect of
any equity interests in the Client held by Company.


 


As
used herein,


 


“Change
of Control Transaction with an Identified Party” means one or more transactions resulting in (i) the sale, transfer
or exclusive license of all or substantially all of the assets of the Client; (ii) a merger or consolidation of the Client with
another entity where the Client is not the surviving or successor entity; (iii) one or more persons or entities (other than the
shareholders of the Client that are existing as of the date hereof) owning in the aggregate in excess of 50% of the then outstanding
capital stock of the Client; or (iv) the listing of any of the Client’s securities on a national securities exchange (or
admission to unlisted trading privileges on any such exchange) or over-the-counter market resulting from Client’s own strategic
decision to do so, and that is in excess of 50% of the then outstanding capital stock of the Client (does not include any public
listing of Client’s security through any action outside of Client’s control).


 


“Identified
Party” means any party or entity introduced to the Client by the Company, and shall include any subsidiary, parent,
portfolio company or other affiliate of such party or entity.








 



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C.       The
Company may agree to provide additional services to Client, as mutually agreed upon in accordance with Section 1; the consideration
for the provision of such additional services shall be set forth in a mutually agreed-upon addendum signed by the Parties. In
the event that any Client request for services falls outside the scope of the Services, the Company shall promptly notify Client
of (i) the portion of the request that the Company believes falls outside the scope of the Services and (ii) the anticipated fees
to perform the work. The Company shall not commence any such work without the prior consent of Client.


 


 4.           Expenses.
Client shall reimburse the Company for all reasonable and necessary travel and other out-of-pocket expenses incurred in connection
with the provision of the Services or otherwise on behalf of Client, provided that such expenses shall be approved in advance
by the Client and submitted to Client for payment accompanied by appropriate documentation upon request.


 


5.         Termination.


 


A.       (i)
Either party may terminate this Agreement effective as of the first, second, or third anniversary of the Effective Date, without
cause and in its sole discretion, by given written notice to the other Party not later than 30 days prior to such anniversary
(each, a “Discretionary Termination”), and (ii) Client may terminate this Agreement for Cause, and the Company may
terminate this Agreement for Good Reason (in each case as defined below), immediately upon written notice but subject to the applicable
cure periods described below.


 


B
       .As used herein,


 


“Cause”
means (i) gross negligence, willful misconduct or fraud by the Company in the performance of the Consulting Services, or (ii)
any material breach of this Agreement by the Company, provided that Client shall give the Company written notice of such alleged
breach with a 45 day opportunity to cure any such material breach.


 


“Good
Reason” means (i) any material breach of this Agreement by Client, provided that the Company shall give Client written notice
with a 45 day opportunity to cure any such material breach, or (ii) a determination by the Company, in good faith, that such termination
is necessary or advisable under applicable conflict of interest or ethical guidelines.


 


6.         Indemnification.


 


A.       The
Company shall indemnify and hold harmless Client from and against losses, costs, expenses, claims, damages or other liabilities,
including costs of litigation and reasonable attorney fees (collectively “Claims”) to the extent those
Claims relate to, arise out of or are incurred in connection with the negligence or willful misconduct of the Company or a material
breach by the Company of this Agreement; provided, however, that Client shall not be indemnified for Claims to the extent due
to the negligence or willful misconduct of Client or a material breach by Client of this Agreement. The Company shall reasonably
cooperate with Client in connection with investigating, preparing, pursuing, or defending any pending or threatened action, claim,
suit, investigation or proceeding for which Client would be entitled to indemnification hereunder.


 


B.
       Client shall indemnify and hold harmless the Company from and against Claims, to the
extent those Claims relate to, arise out of or are incurred in connection with the performance of the Services or the engagement
of the Company by Client; provided, however, that the Company shall not be indemnified for Claims to the extent due to the negligence
or willful misconduct of the Company or a material breach by the Company of this Agreement. Client shall reimburse the Company
for all such expenses as they are incurred in connection with investigating, preparing, pursuing, or defending any pending or
threatened action, claim, suit, investigation or proceeding for which the Company would be entitled to indemnification hereunder.








 



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7.       Independent
Contractors. The relationship of the Parties under this Agreement is that of independent contractors. Nothing contained in
this Agreement shall be deemed to constitute either Party as the agent or representative, or employer or employee, of the other
Party, or both Parties as joint venturers or partners for any purpose. Neither Party shall have authority to speak for, represent
or obligate the other Party in any way without prior written authority from the other Party.


 


8.       Confidentiality;
Conflicts.


 


A.       Except
as contemplated by the terms hereof, as required by applicable law, or pursuant to an order entered or subpoena issued by a court
of competent jurisdiction, each Party shall, during the term of this Agreement and thereafter, keep confidential the terms of
this Agreement and all material non-public information provided to it by the other. In ensuring the confidentiality of such information
received from the other, each Party shall use the same care as it uses with its own information, but not less than reasonable
care. Each Party agrees not to disclose such information to any third party, other than its employees and advisors as the Party
determines have a need to know in connection with services provided hereunder, each of whom shall be advised of the confidentiality
requirements of this Agreement and agree to be bound by the terms hereof.


 


B.       The
Company shall not knowingly enter into another engagement that would conflict with the provision of the Services. In the event
that a conflict arises, the Company and Client agree to work together in good faith to reach a resolution satisfactory to the
Parties.


 


9.       Intellectual
Property Rights.


 


A.       Client
agrees and acknowledges that (i) the Company owns and maintains a significant proprietary database of information and analysis,
(ii) the Company employs personnel with unique, highly specialized expertise developed at great expense over a long period of
time, and (iii) the foregoing are essential to the provision and value of the Services and any Deliverables (defined below) delivered
by the Company to Client hereunder.


 


B.       Subject
to the terms of this Section 9, Client is hereby granted a fully paid, royalty-free, perpetual, irrevocable right and license
to use all deliverables, copyrighted and copyrightable material, and other documents authored, prepared, and delivered by the
Company in the course of performing the Services (collectively, the “Deliverables”), together with all Intellectual
Property (defined below) embodied therein, in each case solely for Client’s bona fide business purposes; provided that in
no event may Client re-sell, sublicense, lease, or otherwise distribute the Deliverables to any third party or parties in a manner
that could reasonably be considered as competitive with the business of the Company. In the event that the foregoing restriction
is violated by Client, this Agreement and the license granted herein may be terminated by the Company upon written notice to Client.


 


C.       The
identity of any Deliverables the Company delivers to Client, and any confidential information furnished by Client that is incorporated
into the Deliverables, shall be the confidential information of the Client and subject to all of the confidentiality obligations
of the Company under this Agreement.


 









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D.       Subject
to the license granted herein, the Company shall retain all right, title, and interest in and to the ideas, know-how, concepts,
work flows, algorithms, trade secrets, and other intellectual property embodied in or used to create the Deliverables, together
with any developments or improvements made by the Company and any general increase in the knowledge, skills, experience and expertise
gained by the Company in providing the Services to Client hereunder (collectively, “Intellectual Property”). Subject
to the confidentiality obligations set forth in this Agreement, nothing herein shall prevent the Company from providing services
to others that are similar to those provided hereunder, nor from developing and providing to others written or other work products
similar to or, in the case of copyrighted material, the same as, whatsoever may be developed and provided as Deliverables to Client
hereunder.


 


10.       Limitation
on Liability. In no event shall either Party or its officers, directors, employees, affiliates or agents be liable to the
other Party or any third party for any indirect, incidental, special, punitive, exemplary or consequential damages or for any
other damages of any kind whatsoever, including but not limited to lost profits and speculative damages. The limitations set forth
herein apply to claims founded in breach of contract, breach of warranty, tort and any and all other theories of liability and
apply whether or not the parties were informed of the likelihood of any particular type of damages. Notwithstanding any provision
contained herein to the contrary, the terms of this Section 9 and any other provisions of this Agreement which by their nature
extend beyond the expiration or termination of this Agreement, shall survive the expiration or termination of this Agreement for
any reason, and shall bind the Parties and their representatives, heirs, successors, and assigns.


 


11.       Use
of Name. The Company reserves the right to approve in advance any use of the name, brand or personal image, as the case may
be, of Leavitt Partners, LLC, or any of its members, employees, agents or consultants, in any statements or written documents
or materials produced by Client or its employees or agents for external purposes, including without limitation briefing slides,
marketing material or legal, financial or public relations documents.


 


12.Miscellaneous.
The laws of the State of Utah shall govern the provisions of this Agreement, without regard to its conflicts of laws principles.
This Agreement may not be assigned or delegated by either Party without the express written consent of the other Party. If any
provision of this Agreement is found to be illegal or invalid, such provision will be modified to the extent necessary to comply
with applicable law and refashioned to best approximate the original intent of the Parties, and the remaining provisions shall
remain in full force and effect in accordance with their terms. No delay or omission by either Party in exercising any right under
this Agreement shall operate as a waiver of that or any other right, nor shall any single or partial exercise of any such right
preclude any other or further exercise thereof or the exercise of any other right. This Agreement and Schedule A hereto
constitute the entire agreement between the Parties relating to the subject matter hereof and supersede all prior agreements and
understandings between the Parties, whether written or oral. This Agreement may be amended or modified only by a written instrument
duly executed by both Parties.


 


This
Agreement may be executed via facsimile and in counterparts, each of which shall be deemed an original and all of which taken
together shall constitute one and the same instrument.


 


*       *       *


 









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In
Witness Whereof, the Parties have executed this
Agreement as of the Effective Date.


 





	 	Leavitt Partners, LLC
	 	 	 
	 	By:	/s/ Charles E. Johnson
	 	 	Charles E. Johnson
	 	 	Chief Financial Officer 




 


 


	 	Fresh Medical Laboratories, Inc.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 







 









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SCHEDULE
A


 


Services


 


 


	1.	Leavitt
    Partners would serve on Freshmedx’s Board of Directors – As the basis for the relationship, Fresh Medical
    Laboratories would appoint Rich McKeown to serve on the company’s Board of Directors. Rich may be allowed to bring an
    observer from Leavitt Partners to any board meetings, at the approval of the Company and the Board.
	 	 
	2.	Leavitt
    Partners and Freshmedx would select a “Point Person” – Both Parties would agree on a Point Person,
    an employee of Leavitt Partners, who would generally serve as the contact individual for all of Freshmedx’s needs. Although
    it is anticipated the entire Leavitt Partners team would participate in Freshmedx’s activities, at relevant times the
    Point Person would serve as the general liaison and would assure Leavitt Partners is meeting the expected value proposition.
	 	 
	3.	Leavitt
    Partners would be a strategy advisor for Freshmedx – To accomplish this objective Leavitt Partners would work
    with Freshmedx to contribute to the corporate strategy and direction of the company. Some of these activities may include
    (but not limited to): Service on the Board of Directors (Rich McKeown), participation in strategy sessions, supplementing
    efforts to identify opportunities and plan for execution, help educate/update the Freshmedx team on industry trends, help
    identify new potential revenue streams, provide industry updates and help advise on general Freshmedx operations. It is anticipated
    that these strategic efforts would be focused in the following areas:


 


	 	a.	FDA
    – help the company strategically as it navigates the FDA approval process, and post-approval, aid the company in the
    regulatory environment for compliance purposes
	 	b.	Reimbursement
    – tracking the relevant reimbursement trends in Medicare, Medicaid, Managed Care, and Commercial markets, to help position
    Freshmedx in the most advantageous way for reimbursement purposes
	 	c.	Collaboration
    – provide the company with strategy guidance on industry relationships, with introductions and referrals, for potential
    joint ventures, co-marketing agreements, mergers, and/or acquisitions – Leavitt Partners may also focus on identifying
    and pursuing the eventual acquirer of the Freshmedx business and technology.


 


	4.	Leavitt
    Partners would mindfully identify and refer strategic companies to Freshmedx – To accomplish this objective
    Leavitt Partners would work with the company to identify the key characteristics of key stakeholders who would likely mutually
    benefit from utilizing the Freshmedx / ProLung technology. (i.e., hospitals, physician groups, etc.) Leavitt Partners would
    use these criteria to assess companies with which we have a relationship and/or will develop a relationship, and would identify
    and prioritize these prospects. Leavitt Partners could then coordinate a proper introduction at an appropriate time.
	 	 
	5.	Leavitt
    Partners would assist Freshmedx with business development activities –Leavitt Partners could periodically participate
    in business development meetings and discussions where it would be strategically advantageous.
	 	 
	6.	Leavitt
    Partners would respond to specific questions posed by Freshmedx– From time to time, Freshmedx would pose specific
    industry/operational questions to Leavitt Partners. Leavitt Partners would use reasonable efforts to respond.
	7.	Leavitt
    Partners and Freshmedx would participate in a regularly scheduled update meeting – Freshmedx and the Leavitt Partners
    Point Person would meet/call on a regularly scheduled meeting to engage in strategic discussions and act as an update call/meeting.








 



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ACKNOWLEDGED
AND AGREED: 


 


	Leavitt
    Partners, LLC	 	 Fresh
    Medical Laboratories, Inc.
	 	 	 	 	 
	By:	 	 	By:	 
	 	Charles
    E. Johnson	 	Name:	 
	 	Chief
    Financial Officer	 	Title:	 


 






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