In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.

Exhibit 10.24    [***] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.   EXECUTION VERSION   STRATEGIC ALLIANCE AGREEMENT

  THIS STRATEGIC ALLIANCE AGREEMENT (Agreement) is made and entered into as of November 6, 2016 (the Effective Date) by and between Dialog Semiconductor (UK) Ltd., a corporation organized under the laws of England and Wales, having its principal office at 100 Longwater Avenue, Green Park, Reading, RG2 6GP, United Kingdom (DIALOG) and Energous Corporation, a Delaware corporation, having its principal office at 3590 North First Street, Suite 210, San Jose, CA 95134 (ENERGOUS).   WHEREAS DIALOG is a supplier of mixed-signal semiconductor products;   WHEREAS ENERGOUS is a supplier of uncoupled wirefree charging systems, including antennas, semiconductors, firmware, software, algorithms, and sensors;   WHEREAS concurrently with their execution of this Agreement, DIALOG and ENERGOUS are entering into a separate Securities Purchase Agreement, pursuant to which DIALOG will make an investment in ENERGOUS, and ENERGOUS will issue to DIALOG shares of its common stock and a warrant to purchase its common stock on the terms set forth therein.   WHEREAS DIALOG and ENERGOUS desire to enter into a strategic relationship to distribute to the marketplace certain ENERGOUS products and technology and to potentially collaborate on further initiatives pursuant to the terms and conditions of this Agreement.   NOW, THEREFORE, in consideration for the premises and mutual covenants contained herein, DIALOG and ENERGOUS hereby agree as follows:   1. DEFINITIONS.   All capitalized terms used in this Agreement will have the meaning set out below, or if not defined below, the meaning as defined elsewhere in the Agreement.   1.1 Affiliate means any person or entity that controls, is controlled by or is under common control with the specified person or entity, but only so long as such control exists. The term control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise.   1.2  Approved Production Specifications means those materials, processes and workmanship specifications of Manufacturing Subcontractors as approved by ENERGOUS for the manufacture and production of the Products.   1.3 Change of Control means any transaction or series of transactions that results in (i) the consolidation or merger of the specified party (Target) into or with any other corporation or corporations, (ii) the sale, conveyance or disposition of all or substantially all of the assets of the Target, (iii) the transfer of more than fifty percent (50%) of the voting power of the Target to any entity or entities not controlled by the Target, or (iv) any similar form of acquisition or any liquidation, dissolution or winding up of the Target or other transaction that results in the discontinuance of the Target's business; provided, however, that Change of Control will not include any transaction or series of transactions entered into primarily for equity financing purposes (including, without limitation, any private equity investment or any public offering of securities).









  1.4  Deposit Materials means all chip level design databases, circuit schematics, test and characterization programs and associated documentation reasonably required to have Products manufactured, or to allow design bugs or Epidemic Defects to be fixed in the Product.   1.5 Design-In Phase means the phase in the sales cycle with a prospective customer for a Product that follows the customer's decision to move forward with the potential Product, during which chip samples are delivered to customer and the parties work together to design the evaluation board for in-system evaluation.   1.6 Documentation means all information that is necessary or useful to support DIALOG's authorized manufacture, testing, sale and support of the Products, including but not limited to Product Specifications, data sheets, application notes, application board gerber files/BOM, sales and marketing collateral, Product errata, test reports, characterization reports, software (e.g., firmware, GUI), test plans and yield data in connection with the manufacture and sale of Products, Approved Production Specifications, test and characterization programs and associated documentation reasonably required to have Products manufactured, assembled and tested, designs of all Tooling and all other items reasonably required for the manufacture of the Products.   1.7 Epidemic Defects means material defects of any Product resulting from a common root cause solely attributable to the Product Specifications or Approved Production Specifications and which results in returns (in accordance with the returns procedure mutually agreed between the parties in the Commercialization Plan) of more than [***] percent ([***]%) of the quantity of such Product manufactured in any [***] day period. Any number of material defects affecting any number of Products which result from a single common root cause or combination of causes and result in returns of more than [***] ([***]%) of such Products manufactured in any [***] day period will be treated as the occurrence of a single Epidemic Defect for purposes of this Agreement.   1.8 Insolvency Event means (a) without a successor, the specified party fails to function as a going concern or to operate in the ordinary course, or (b) other than in the case when the specified party is a debtor-in-possession and continuing to fulfill all its obligations under this Agreement, a receiver or trustee in bankruptcy is appointed for such party or its property, or such party makes a general assignment for the benefit of its creditors, or such party commences, or has commenced against it, proceedings under any bankruptcy, insolvency or debtor's relief law, in each case which proceedings are not dismissed within ninety (90) days.   1.9 Intellectual Property Rights means any and all Patent Rights, copyright rights, Marks rights (including all associated goodwill), mask work rights, trade secret rights and all other intellectual and industrial property rights of any sort throughout the world (including any application therefor).     * Confidential Treatment Requested

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  1.10  Invention means any idea, concept, discovery, invention, development, technology, work of authorship, trade secret, software, firmware, library, component, tool, mask work, process, method, technique, know-how, show-how, data, plan, formula, device, apparatus, specification, design, documentation or other material or information, tangible or intangible, whether or not it may be patented, copyrighted or otherwise protected (including all versions, modifications, enhancements and derivative works thereof).   1.11 Manufacturing Subcontractors means (a) [***] and/or its Affiliate that is the wafer foundry for the Products ([***]), (b) [***] and/or its Affiliate that is responsible for the assembly, packaging and testing of the Products, and (c) and other third party contractors DIALOG or ENERGOUS use, or may from time to time use, for the manufacturing, assembly, testing, or packaging of the Licensed Products or Licensed Product components.   1.12 Marks means trademarks, service marks, trade dress and trade names.   1.13 Mask Set means the mask set for fabrication of wafers at a foundry supplier.   1.14 Mass Production Qualified Product means a fully qualified Product which has completed 500 hour high temperature over lifetime (HTOL) testing and has been shipped in excess of [***] units for purposes of incorporation in customer products.   1.15 MCM means a multichip module, being a single package that includes multiple integrated circuit dies, including a Product die.   1.16 Net Sales means the invoiced amounts for the Sale of Products less: (a) amounts credited for return of any such Products; (b) amounts separately stated with respect to shipment of such Products for insurance, handling, duty, freight, and taxes; and (c) any discounts, credits or rebates in the relevant royalty or service fee period.   1.17 New Product means a product developed by or on behalf of ENERGOUS after the Effective Date that is not a Product Update; provided, however, that New Products exclude any product developed by a successor or acquirer of ENERGOUS.   1.18  Patent means any United States or foreign patent or patent application, including any provisional application, continuation, continuation-in-part, divisional, registration, confirmation, revalidation, reissue, PCT application, patent term extension, supplementary protection certificate, and utility model, as well as all foreign counterparts of any of the foregoing, and related extensions or restorations of terms thereof.   1.19 Patent Rights means rights under any Patent.   1.20 Person a human being or group of human beings, a company, corporation, a partnership or other legal entity (artificial or juristic person) recognized by law as having rights and duties.     * Confidential Treatment Requested

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  1.21 Products means the ENERGOUS products set forth in  Exhibit A, as such Exhibit may be amended from time to time by mutual agreement between the parties, that have been released by ENERGOUS to production, including all Product Updates, which will be deemed to have been added to Exhibit A automatically, without any further action required by the parties, immediately following the release to production date.   1.22 Product Die means the silicon die incorporated within Products.   1.23 Product IP means (a) all Intellectual Property Rights in and to the Products, including all Product Updates, (b) any other Inventions and work products created or developed in connection with research and development or manufacturing efforts relating to the Products, including all Intellectual Property Rights therein and (c) all Intellectual Property Rights in and to the Mask Sets and Tooling, in each of the foregoing cases, that are owned or controlled by ENERGOUS, its Affiliates or any successor or assign.   1.24 Product Specifications means ENERGOUS' written technical specifications for the Products as referenced in datasheets and related documentation such as errata sheets. All Product Specifications are subject to change with at least one (1) months prior written notice to DIALOG, provided that with respect to any warranty for Products covered by this Agreement, the Product Specification in effect at the time of shipment of the relevant Product will apply for warranty purposes notwithstanding any subsequent change to the Product Specifications as provided herein.   1.25 Product Updates means any updates, improvements and other modifications to the Products made by or for ENERGOUS, including, without limitation: (a) any updates or modifications to the software (DSP code, firmware, GUI (graphical user interface) code); (b) modifications of silicon, including, without limitation; such modifications made solely for cost reduction purposes, and including only metal layer as well as all layer mask changes; (c) modifications which increase the distance over which wireless power is transmitted or received, subject to the limitations set out in Exhibit A; (d) modifications which increase the amount of power which is transmitted or received; (e) modifications to improve functionality or efficiency or add or improve features; and (f) modifications required to attain regulatory approvals, including, but not limited to, FCC approval; provided, however, that Product Updates will only include any of the foregoing developed by an acquirer or successor of ENERGOUS for a period of [***] after a Change of Control of ENERGOUS, and provided further that any Products incorporating Product Updates will be subject to separate terms and conditions to be agreed in good faith by the Parties, which terms and conditions will be no less favourable to DIALOG than those with respect to the Product to which the Product Update corresponds.   1.26 Sale, Sell or Sold mean the sale, transfer, exchange or other disposition of Products, by DIALOG or any of its Affiliates to any customer or other third party, directly or indirectly through one or more tiers of distribution, for consideration that is recognized as revenue by DIALOG or its Affiliates according to applicable generally accepted accounting principles.   1.27 Semiconductor Supplier means any Person, other than DIALOG or its Affiliates, which primarily, or in its ordinary course of business, sells or distributes integrated circuits in packaged, die, multichip module or similar form.   * Confidential Treatment Requested

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  1.28 Term means the Initial Term and any and all Renewal Term(s) as set forth in Section 15.1 hereof.   1.29 Third Party IP means Intellectual Property Rights licensed from a third party relating to the Products.   1.30 Tooling means the physical Mask Sets, packaging fixtures, test fixtures, test programs, processes, software source code and any other physical tooling or program source code required for the manufacture, packaging, assembly and testing of the Products.   1.31 Uncoupled Power Transfer Technology means    a family of wire-free technology  defined by the AirFuel Alliance that provides power to devices at a distance, and that currently includes (i) RF, (ii) ultrasonic transduction, and (iii) Laser power beaming. Notwithstanding the foregoing, the meaning of Uncoupled Power Transfer Technology excludes technology which functions primarily for data transmission or direct- current-to-direct-current (DC-to-DC) power conversion.   2. LICENSE.   2.1 License Grant. Subject to the restrictions set out in Section 2.2, ENERGOUS hereby grants to DIALOG a non-exclusive (subject to Section 2.5), irrevocable, worldwide, sub-licensable (solely in accordance with Section 2.4), royalty-bearing license during the Term under all Product IP to:   (a) repackage or have repackaged the Product Die into various package formats or layouts, and to integrate the Product Die into MCMs, which may incorporate DIALOG or third party intellectual property (such repackaged Product Die, MCMs and Products, are individually and/or collectively referred to as the Licensed Products);   (b) have the Licensed Products manufactured, tested and packaged by Manufacturing Subcontractors;   (c) Sell, offer for Sale, import, export and support the Licensed Products, including without limitation, providing system design, troubleshooting and failure analysis support for DIALOG's customers and their customers;   (d) use and modify the Tooling and Documentation for the purposes of paragraphs (a) to (d) of this Section 2.1.   2.2 Excluded Applications. Until the earlier of (i) termination of ENERGOUS' exclusivity obligations to the Key Customer set forth in Exhibit F (the Key Customer) existing as of the Effective Date with respect to the following applications, or (ii) [***] that incorporates ENERGOUS wireless charging technology, or (iii) [***] and subject to the exceptions set out in Section 2.3, DIALOG will not be permitted to Sell Licensed Products for use in the following applications (the Excluded Applications):   (a) [***];   * Confidential Treatment Requested

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  (b) [***];   (c) [***];   (d) [***]; and   (e) [***] designed for use with any of the applications in paragraphs (a) to (d) of this Section 2.2.   For the avoidance of doubt, DIALOG will be permitted to Sell Licensed Products for use in any or all of the Excluded Applications (A) at any time on or after [***] or, if earlier, (B) [***] that incorporates ENERGOUS wireless charging technology, or (C) upon the termination of ENERGOUS' exclusivity obligations to the Key Customer existing as of the Effective Date with respect to the above applications.   2.3 Exceptions to Excluded Applications. The following applications are exceptions to and excluded from the Excluded Applications (the Permitted Applications):   (a) [***];   (b) [***];   (c) [***];   (d) [***];   (e) [***];   (f) [***];   (g) [***];   (h) [***];   (i) [***]; and   (j) [***].   The fact that a [***] has [***] does not automatically preclude such device from falling under paragraphs (b), (c) and (d) of this Section 2.3   2.4  Sublicenses. DIALOG may sublicense the foregoing license rights to any of its Affiliates. DIALOG will be responsible for the observance and performance by all such Affiliates of all of DIALOG's obligations pursuant to this Agreement. DIALOG may sublicense the foregoing license rights to Manufacturing Subcontractors solely to the extent necessary and appropriate for them to manufacture, assemble, test and provide support for the Products. DIALOG may not sublicense the foregoing license rights to any other third party without ENERGOUS' prior written consent.   * Confidential Treatment Requested

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  2.5 Exclusivity.   (a)  Subject to paragraph (b) of this Section 2.5, ENERGOUS will not, and will not enable any Semiconductor Supplier, to manufacture, have manufactured, offer for sale, sell, import or export the Products or Product Die in commercial volumes, except a Semiconductor Supplier to the Key Customer for use in the Excluded Applications.   (b) ENERGOUS will use its diligent, good faith efforts to promote DIALOG as the preferred supplier of Products and Product Die. However, ENERGOUS is allowed to engage with a Semiconductor Supplier to supply comparable products or product die to a customer if either (i) the customer which has not been engaged with DIALOG with respect to such product or product die notifies ENERGOUS or DIALOG in writing by an authorized officer of the customer that it does not want to use DIALOG or a DIALOG Affiliate as a supplier of such product or product die; or (ii) if DIALOG has been engaged with the customer, the customer notifies ENERGOUS or DIALOG in writing prior to commencement of the Design-In Phase that it does not want to use DIALOG or a DIALOG Affiliate as a supplier of such product or product die. For clarity, ENERGOUS shall not intentionally supply Products, Product Die or comparable products or product die to customers directly or through distribution channels.   2.6 Branding.   (a) Products Sold by DIALOG or its Affiliates may be branded as DIALOG products. All sales and marketing collateral, software tools and material for promotional activities relating to the Products will utilize ENERGOUS branding in a prominent basis as an equivalent partner with respect to such Products.   (b) To the extent the parties engage in any co-branding activities, then, subject to the terms and conditions of this Agreement and during the Term, each party (in such capacity, Licensor) hereby grants to the other party (in such capacity, Licensee) a non-exclusive, non- transferable, worldwide right and license (without the right to sublicense), under Licensor's Intellectual Property Rights in Licensor's Marks, to use those Marks of Licensor set forth in  Exhibit D solely in connection with the marketing, sale and distribution of such co-branded Products in accordance with this Agreement.   (c) Use of Licensor's Marks will be subject to the following terms and conditions: (i) all goodwill generated by use of Licensor's Marks by Licensee will inure to the benefit of Licensor; (ii) Licensee will use Licensor's Marks only in such forms and with such graphics as authorized by Licensor; and (iii) Licensee will identify Licensor's Marks as being owned by Licensor and will (A) cause the symbol ® to appear adjacent to and slightly above any registered Licensor Mark, or (B) alternatively, for any Licensor Marks that are not registered, the symbol TM or SM, as applicable.   2.7 No Other Rights. Except for the rights and licenses expressly granted in this Agreement, no other right is granted, no other use is permitted and all other rights are expressly reserved.

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  3. SOURCING.   3.1 Product Manufacture. Concurrent with or before execution of this Agreement, and substantially in the form attached as Exhibit C, ENERGOUS will provide written authorization to its Manufacturing Subcontractors to confirm DIALOG's and, if applicable, DIALOG's Affiliates' rights to procure the Licensed Products and related services directly from such Manufacturing Subcontractors utilizing ENERGOUS' Tooling and any associated manufacturing resources. DIALOG and its sublicensed Affiliates may directly contract with the Manufacturing Subcontractors for the manufacture and supply of Licensed Products under terms and conditions that DIALOG or such Affiliates may directly negotiate with such third parties.   3.2 Additional Manufacturing Subcontractors. DIALOG at its sole discretion may qualify and establish an alternative source to some or all of ENERGOUS' Manufacturing Subcontractors for the manufacturing of the Licensed Products and ENERGOUS will provide its written authorization thereof if requested by DIALOG.   3.3  Tooling. Subject to ENERGOUS' rights in the Product IP and any Third Party IP (including, without limitation, that of any Manufacturing Subcontractors), each party will own all right, title and interest in the physical Tooling procured or generated by that party for the manufacturing, testing and packaging of the Licensed Products. For the avoidance of doubt, as between the parties, ENERGOUS will also continue to own all right, title and interest in and to the firmware, DSP code and GUI software embedded in the Products, including all Intellectual Property Rights embodied therein. Upon the termination of DIALOG's right to manufacture the Licensed Products following any expiration or termination of the Agreement or any Wind Down Period or Continuing Obligation period, as applicable, then all right, title and interest in the Tooling will automatically transfer to ENERGOUS subject to any Third Party IP, and DIALOG will, at ENERGOUS' option, either sell any Tooling in its possession to ENERGOUS at cost or destroy the Tooling and certify in writing as to same.   4. PRODUCT COMMERCIALIZATION.   4.1 Commercialization Plan.   (a) Exhibit E hereto sets out the plan for the commercialization of the Licensed Products (the Commercialization Plan). The Commercialization Plan sets forth the parties' respective rights and obligations with respect to commercial and technical activities to be performed to maximize potential Sales of Licensed Products. The Commercialization Plan will be reviewed and (if necessary) updated by the parties on a quarterly basis during the Term.   (b) Each party will appoint (and notify the other party of the name of) a member of their management team who will serve as that party's primary contact for all matters related to this Agreement (each, a Liaison), including resolution of issues that may arise under this Agreement. Each party may replace its Liaison at any time by notice in writing to the other party.   (c) The Commercialization Plan includes a go-to-market plan. ENERGOUS will provide commercially reasonable sales training, material and support to DIALOG's global application, sales and marketing teams and customers, including the support set out in Section 4.3.

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  (d) ENERGOUS will also support DIALOG with an operations and quality plan, which will set forth information relating to quality matters, including, but not limited to, testing, yield management, RMA process, failure analysis/corrective action procedure, ECN/PCN process and detailed agreement on mutual rights and responsibilities with respect to any quality issues or warranty claims (hereinafter Quality Plan). Both parties will work in good faith to finalize and implement the Quality Plan within 90 days after the Effective Date of this Agreement. DIALOG will be responsible for its own frontline quality function and corrective actions, with technical input from ENERGOUS as required.   (e) The parties may promote the relationship with marketing initiatives and also agree to engage in joint marketing communication activities related to the relationship described in this Agreement or to the promotion of the Licensed Products, as set forth in the Commercialization Plan or otherwise mutually agreed between the parties from time to time.   4.2 Commercialization Meetings. The parties will meet regularly, but at least once each month during the Term, either in person or by telephone, video or internet conference call, to share technical and commercial information as reasonably required to facilitate the parties' exercise of their respective rights and performance of their respective obligations under this Agreement. The information shared by the parties will include, but is not limited to (a) market and competitive dynamic updates, (b) activities and progress updates at DIALOG's customers, (c) technical review and feedback from customers, (d) non-binding 12 month rolling Sales and Royalty and Service Fee forecasts for the Licensed Products, (e) initiatives to boost sales potential for the Licensed Products. Customer information shared will be within the limits allowed by any non-disclosure agreements DIALOG may have entered into with such customers.   4.3 Technical Support. ENERGOUS will support DIALOG's or its Affiliates' engineers and, in some cases and at DIALOG's request, the customer directly in providing standard design-in support (including antenna design support) for customers' products. If the customer requires unique or custom engineering services (i.e., support and services not limited to those with general application to Product customers), then ENERGOUS will contract directly with such customer for the provision of such services. ENERGOUS will provide DIALOG with any and all information that is necessary or useful to support its authorized manufacture, testing, marketing, Sale, troubleshooting, compatibility analysis, performance tuning, failure analysis, and other support of the Licensed Products, including the Documentation and any updates thereto or revisions thereof which are reasonably necessary or appropriate to provide technical support for the Products to DIALOG customers. ENERGOUS receives the Service Fee for providing the support described in this Section 4.3 to DIALOG and its customers during the Term. In the event the Technical Support provided by ENERGOUS falls below a mutually-agreed upon service level that is common to the semiconductor industry or reasonably requested by DIALOG's customers, and after failure by ENERGOUS to address such deficiency within a twenty (20) day notice period, DIALOG may suspend the payment of Service Fees until such service level is provided. Furthermore, in the event ENERGOUS fails to meet its obligations as set forth in the Quality Plan, and after failure by ENERGOUS to address such deficiency within a thirty (30) day notice period, DIALOG may suspend the payment of Service Fees until such obligations are met.

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  5. PRODUCT DEVELOPMENT AND PRODUCT UPDATES.   ENERGOUS will have control and authority over the design and development of the Products, including without limitation, developing and implementing all Product Updates. ENERGOUS reserves the right to implement Product Updates at any time in its sole discretion. The parties will consult each other on the perceived product needs of the market and DIALOG's customers and how best to respond to such needs. DIALOG may suggest Product Updates to ENERGOUS provided, but all the development of Product Updates will be at ENERGOUS' sole discretion. ENERGOUS will share its relevant product roadmaps from time to time to maximize collaboration opportunities.   6. INTELLECTUAL PROPERTY OWNERSHIP.   6.1 Product IP. ENERGOUS retains right, title and interest in and to the Product IP, ENERGOUS' Marks and ENERGOUS' Confidential Information, including all Intellectual Property Rights embodied therein. No transfer or grant is made hereunder by ENERGOUS of any of these rights or any of its other rights, whether by implication, estoppel or otherwise, other than the limited rights and licenses expressly granted by ENERGOUS in this Agreement, and all such other rights are hereby reserved.   6.2 DIALOG Intellectual Property. DIALOG retains rights, title and interest in and to DIALOG's Marks and DIALOG's Confidential Information, including all Intellectual Property Rights embodied therein. No transfer or grant is made hereunder by DIALOG of any of these rights or any of its other rights, whether by implication, estoppel or otherwise, other than the limited rights and licenses expressly granted by DIALOG in this Agreement and all such other rights are hereby reserved.   7. PRODUCT SALES.   7.1 Sales. Subject to the terms and conditions of this Agreement, and except as set forth in the Commercialization Plan or otherwise agreed in writing between the parties, DIALOG will market and Sell the Licensed Products as authorized under this Agreement. DIALOG will independently manage and process its own forecasting, operations and order management.   7.2 Discontinuation of Sale of Products. If DIALOG decides to discontinue Sales of any Product, it will notify ENERGOUS at least [***] prior to such discontinuance, and following such notification, the exclusivity rights, if any, associated with that Product will cease; provided, however, this provision will not apply in the event that DIALOG continues Sales of Product Updates, repackaged Product Dies or MCMs.   7.3 Supply of Products to ENERGOUS. DIALOG will provide 1000 samples of each Product free of charge to ENERGOUS for the purposes of evaluation and demonstration. For additional volumes required by ENERGOUS, DIALOG will sell to ENERGOUS on a reasonable cost plus basis for the purposes of evaluation and demonstration. These samples are provided as is, are not intended for resale by ENERGOUS, and no indemnification or other warranties from DIALOG will apply.   * Confidential Treatment Requested

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  8. OTHER PRODUCTS.   8.1 New Products. In the event that ENERGOUS develops New Product, ENERGOUS will provide DIALOG with written notice describing the New Product before marketing, selling or distributing the New Product with or to any third party. Upon receipt of such notice, DIALOG will have [***] to notify ENERGOUS in writing that it desires to add such New Product as Product under this Agreement. If DIALOG provides such a notice, for a period of [***] following ENERGOUS' receipt of such notice, ENERGOUS and DIALOG will negotiate in good faith the terms pursuant to which such New Product will be added as a Product to this Agreement. ENERGOUS may not negotiate with any third party the rights to market, sell or distribute any New Product until the earliest to occur of the following (a) DIALOG does not provide ENERGOUS with notice that it desires to add such New Product to this Agreement within the above-described [***] period, (b) ENERGOUS and DIALOG do not reach mutually agreeable terms for adding such New Product to this Agreement during the [***] negotiation period or (c) DIALOG provides ENERGOUS with written notice that it does not wish to negotiate with respect to such New Product. For clarity, after any of the events described in the foregoing subsections (a), (b) or (c) occurs, the New Product will not be covered under this Agreement, and ENERGOUS will be free to manufacture, market, sell, distribute and otherwise exploit such New Product as it deems fit in its sole discretion, including in collaboration with or through one or more third parties.   8.2 No Competing Products.   (a) Until expiration or earlier termination of the Agreement, DIALOG agrees that it and its Affiliates will not, without ENERGOUS' written approval, intentionally sell, distribute or work with any third party to develop products incorporating any Uncoupled Power Transfer Technology other than Licensed Products; provided, however, that DIALOG shall not be under any such restrictions in relation to services or products it provides to the Key Customer in the event the Key Customer terminates its agreement with ENERGOUS.   (b) In the event that ENERGOUS does not receive Federal Communications Commission approval of any Licensed Product for power transmission [***] by the [***], (i) ENERGOUS may provide written notice to DIALOG which references this Section 8.2(b) and indicates ENERGOUS' intention to enable one or more Semiconductor Suppliers to supply Products for [***]; and (ii) DIALOG may provide written notice to ENERGOUS which references this Section 8.2(b) and indicates DIALOG's intention to sell, distribute or work with one or more third parties to develop products incorporating Uncoupled Power Transfer Technology for [***]. [***] following the date such notice is given pursuant to Section 20.1, the restrictions in Section 8.2(a) shall no longer apply to DIALOG for Uncoupled Power Transfer Technology in [***] and the restrictions relating to enabling a Semiconductor Supplier in Section 2.5(a) shall no longer apply to ENERGOUS for Products or Product Die in [***].   (c) In the event that ENERGOUS does not receive Federal Communications Commission approval of any Licensed Product for power transmission in [***] by the [***], (i) ENERGOUS may provide written notice to DIALOG which references this Section 8.2(c) and indicates ENERGOUS' intention to enable one or more Semiconductor Suppliers to supply Products for [***]; and (ii) DIALOG may provide written notice to ENERGOUS which references this Section 8.2(c) and indicates DIALOG's intention to sell, distribute or work with one or more third parties to develop products incorporating Uncoupled Power Transfer Technology for [***]. [***] following the date such notice is given pursuant to Section 20.1, the restrictions in Section 8.2(a) shall no longer apply to DIALOG for Uncoupled Power Transfer Technology in [***] and the restrictions relating to enabling a Semiconductor Supplier in Section 2.5(a) shall no longer apply to ENERGOUS for Products or Product Die in [***].   * Confidential Treatment Requested

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  9. ROYALTIES AND SERVICE FEES.   9.1 Royalties. DIALOG will pay ENERGOUS the Royalties set forth in  Exhibit B. For clarity, DIALOG will be responsible for paying to ENERGOUS any Royalties payable hereunder as a result of its Affiliates' Licensed Product Sales.   9.2 Service Fee. Subject to Section 4.3, DIALOG will pay ENERGOUS the Service Fees set forth in Exhibit B. For clarity, subject to Section 4.3, DIALOG will be responsible for paying to ENERGOUS any Service Fees payable hereunder for services provided by ENERGOUS hereunder to DIALOG's Affiliates or any of DIALOG's or its Affiliates' customers.   9.3 Payment. Payments of Royalties and Service Fees will be due on a calendar quarterly basis, within [***] days after the end of the calendar quarter in which the applicable Licensed Products were Sold or services were rendered. From the date a payment is due, unless otherwise agreed, any late payment will accrue a late payment fee of [***] per month, or the highest interest rate permitted by law, whichever is less.   9.4 Reports. Each payment made hereunder will be accompanied by a report detailing (a) the total number of units, on a product-by- product basis, of the Licensed Products Sold during the previous calendar quarter, (b) DIALOG's and its Affiliates' Net Sales attributable to such Licensed Product units during such calendar quarter, and (c) reasonable details regarding the calculation of the quarterly Royalty payment and Service Fee. Such information will be maintained in strict confidence by ENERGOUS under Section 10 of this Agreement.   9.5 Books. With respect to its exercise of the rights and licenses granted in, and payment obligations under, this Agreement, DIALOG and its Affiliates will keep accurate books and other records, including but not limited to supporting documentation for the Royalties and Service Fees paid hereunder (the Records). These Records will be maintained for a period of at least three (3) years from the date of the related payment (Record Retention Period), notwithstanding any termination of expiration of this Agreement.   9.6 Audit Rights. During the Record Retention Period, ENERGOUS may appoint a mutually agreed independent, internationally recognized third-party certified auditor who will have the right to inspect and copy the Records upon reasonable prior notice, and DIALOG will (and will cause its Affiliates to) allow necessary access including, as applicable, to its premises where such Records are located. ENERGOUS may exercise such right to this independent-third party audit no more than one time per calendar year and each such audit will be conducted during normal business hours. Such audit may also not interfere with DIALOG's or its Affliates' quarterly closing of its books. In the event that such audit reveals an underpayment of Royalties or Service Fees owed by DIALOG, DIALOG will promptly pay ENERGOUS the amount of the underpayment. If such underpayment is in excess of [***] of the Royalties or Service Fee due for the period audited, DIALOG will also reimburse ENERGOUS for its reasonable, out-of-pocket cost of such audit. In the event that such audit reveals an overpayment of Royalties or Service Fees owed by DIALOG, ENERGOUS will promptly pay DIALOG the amount of the overpayment.   * Confidential Treatment Requested

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  9.7 Taxes. Each party will be responsible to collect, bear and pay any and all taxes levied or based upon the party's sale of the Products, Product Die or Licensed Products, including, all sales, use, value added, withholding or similar taxes. In the event that the government of a country imposes any income taxes on payments made by a party to the other hereunder and requires a party to withhold such tax from such payments, such party may deduct such tax from such payments. Each party will be responsible for its own banking costs relating to the receipt of payments of Royalties and Service Fees and any other monies payable to it in connection with this Agreement.   9.8 Payment Currency. All payments due under this Agreement will be payable in U.S. Dollars. With respect to Net Sales invoiced in a currency other than U.S. Dollars, the Net Sales will be expressed in the domestic currency of the entity making the Sale, together with the U.S. Dollar equivalent, calculated using the conversion rate existing in the United States (as reported in the Wall Street Journal) on the last working day of each month of the calendar quarter in which the Net Sales were made. Such payments will be without deduction of exchange, collection or other charges.   10. CONFIDENTIALITY.   10.1 Scope. The term Confidential Information means all financial, business and technical information disclosed by or on behalf of a party in relation to this Agreement (whether tangible or intangible, and including all copies, analyses and derivatives thereof), that is marked or otherwise identified as proprietary or confidential at the time of disclosure, or which by its nature would be understood by a reasonable person to be proprietary or confidential, including all copies, abstracts, summaries, analyses and derivatives thereof. Confidential Information does not include information the receiving party can demonstrate (a) was rightfully furnished to it without restriction by a third party without breach of any obligation to the disclosing party, (b) is generally available to the public without breach of this Agreement, (c) was available to or already in the possession or control of the receiving party on a non-confidential basis before receipt from the disclosing party or (d) is independently developed by it or its employees without reliance on such information. Information associated with DIALOG's quarterly Royalty or Service Fee disclosures is Confidential Information of DIALOG.   10.2 Non-Disclosure. The receiving party agrees (a) not to copy or use the disclosing party's Confidential Information except and only for the purposes contemplated by this Agreement, (b) to maintain it as confidential, and exercise reasonable precautions to prevent unauthorized access, use and disclosure, (c) not to disclose it to any third party other than the receiving party's employees and contractors who have a need to know for the permitted purpose and who are bound by obligations that are at least as protective as the restrictions in this Agreement and (d) not to export or re-export in violation of U.S. or other export control laws or regulations any such Confidential Information or product thereof. Each party will bear the responsibility for any breach of this Section 10 by its and its Affiliates' employees and contractors. Upon any termination of this Agreement or, in the event of any Wind Down Period or Continuing Obligation period, upon the expiration of such period, and within fifteen (15) days after request by the disclosing party, each receiving party will return the Confidential Information of the other or destroy such Confidential Information and all copies of it and all information, records and materials developed therefrom, except that the recipient may retain one copy for archival purposes to ensure compliance with the provisions of this Agreement, and nothing contained herein will require the erasure, deletion, alteration or destruction of any Confidential Information required to be retained for legal or regulatory purposes or stored on back-up tapes or other back-up media or archiving systems made in the ordinary course of business, subject in each case to the confidentiality obligations set forth herein. Each party may only disclose the general nature, but not the specific terms, of this Agreement without the prior consent of the other party; provided, however, either party may provide a copy of this Agreement or otherwise disclose its terms on a confidential basis in connection with any legal or regulatory requirement, financing transaction or due diligence inquiry. For clarity, in the event that use, disclosure or retention of any Confidential Information is required in order for DIALOG to exercise the license granted in Section 2, this Section 10 will not be deemed to prevent such use, disclosure or retention.

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  10.3 Required Disclosure. Nothing herein will prevent a receiving party from disclosing all or part of the other's Confidential Information as necessary pursuant to court order, the lawful requirement of a governmental agency or when disclosure is required by operation of law (including disclosures pursuant to applicable securities laws or regulations thereunder); provided, that prior to any such disclosure, the receiving party will use reasonable efforts to (a) promptly notify the disclosing party in writing of such requirement to disclose, and (b) cooperate fully with the disclosing party in protecting against or minimizing any such disclosure or obtaining a protective order.   11. REPRESENTATIONS AND WARRANTIES; DISCLAIMERS.   11.1 Mutual Representations and Warranties. ENERGOUS and DIALOG hereby each represent and warrant to the other that as of the Effective Date:   (a) it is a duly and validly organized and existing corporation in good standing under the laws of the state or country of its incorporation, as applicable, and that it is legally qualified to do business in each jurisdiction in which this Agreement may be performed and the performance of its activities hereunder requires such qualification;   (b)  the performance of this Agreement and the consummation of the transactions contemplated herein will not result in any breach or violation of any terms or provisions of, or constitute a default under, its certificate of incorporation or by-laws or other organizational documents, or any material agreement or instrument to which it is a party, by which it is bound, or to which any of its property is subject;   (c) all requisite corporate action has been taken for the due authorization, execution, delivery and performance of this Agreement by it, and this Agreement constitutes a legally binding obligation, enforceable against such party in accordance with its terms, except insofar as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally; and

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  (d) it is not a party to any litigation relating to, or that could reasonably be expected to affect, its ability to perform its obligations under this Agreement.   11.2 Product Warranty.   (a)  ENERGOUS warrants that (i) when manufactured in accordance with the Approved Production Specifications, and as implemented in a suitable circuit application in accordance with the Product Specifications, the Products and Product Die will conform to the Product Specifications and will be free from defects that could have been avoided in their design; (ii) the Products, any constituent parts or functionality thereof, the Documentation and the Deposit Materials do not infringe any third party's Intellectual Property Rights; (iii) it did not misappropriate any third party's trade secrets in the development of the Products, any constituent parts or functionality thereof, the Documentation or the Deposit Materials; and (iv) when delivered (including any software updates if any), no Product will contain any viruses, Trojan horses or other harmful code. The above warranties are valid for a period of [***] from the date of shipment of any Licensed Product to any customer.   (b) The warranty contained in Section 11.2(a) does not apply to the extent any Product is operated in a manner other than that specified by the Product Specifications, is treated with abuse, negligence or other improper treatment (including, without limitation, use outside the device maximum ratings, package MSL (moisture sensitivity level) guidelines or environmental limits as may be set forth in the Product Specifications), or is defective as a result of any materials or workmanship of the Manufacturing Subcontractors or failure of the Manufacturing Subcontractors to manufacture the Product according to Approved Production Specifications. As such, any warranty claims due to defects in build, materials or workmanship will be directed to the Manufacturing Subcontractors as part of that contract between DIALOG or, if applicable, its Affiliate and such parties.   (c) With the exception of the warranties in Section 11.2(a)(ii) (third party IP infringement) and Section 11.2(a)(iii) (misappropriation of third party trade secrets) related to any Product Die, the warranties in this Section 11.2 do not apply to MCMs or repackaged Product Die developed by or for DIALOG or its Affiliates.   (d) In the event any warranty claim is due to or arises from an Epidemic Defect, ENERGOUS will be responsible for all costs and expenses directly incurred by DIALOG or its Affiliates or their respective customers as a result of reasonable inspection, servicing, repairs, replacements, recall notices, recalls and responses with respect thereto, provided that ENERGOUS' aggregate liability to DIALOG and its Affiliates and their respective customers under this paragraph (d) will not exceed [***] per occurrence of an Epidemic Defect. Each party will immediately notify the other upon becoming aware of the circumstance that could reasonably be construed to be an indication of an Epidemic Defect, and, in any event, will notify the other party immediately upon becoming aware of the existence of an Epidemic Defect. ENERGOUS and DIALOG will expeditiously work together in good faith to determine a technical resolution of the Epidemic Failure. ENERGOUS agrees to make all commercially reasonable efforts to promptly diagnose the Epidemic Failure's root cause, provide DIALOG a report detailing the results of ENERGOUS' investigation and plan an effective workaround and a permanent solution. ENERGOUS will consult with DIALOG on any proposed workarounds and other solutions.   * Confidential Treatment Requested

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  11.3  Infringement of Intellectual Property Rights. If any of the Products, Product Die, Documentation or Deposit Materials is, or in ENERGOUS' or DIALOG's opinion is likely to become, the subject of an Intellectual Property Rights infringement claim, and as a result DIALOG or any of its Affiliates or their respective customers are enjoined, or in ENERGOUS' or DIALOG's opinion are likely to be enjoined, from using the Products, Product Die, Documentation or Deposit Materials, ENERGOUS will use its best efforts to:   (a) procure for DIALOG and its Affiliates and their respective customers the right to continue to use the Products, Product Die, Documentation or Deposit Materials, as applicable; or, but only in the event that, despite ENERGOUS' best efforts to do so, ENERGOUS is unable to so procure such right,   (b) replace or modify the Products, Product Die, Documentation or Deposit Materials, as applicable, to make them non-infringing, provided that the replaced or modified Products, Product Die, Documentation and Deposit Materials remain substantially similar in performance to the infringing Products, Product Die, Documentation and Deposit Materials.   If none of the foregoing alternatives is available within a commercially reasonable time period, DIALOG may terminate this Agreement with immediate effect, provided that it will give ENERGOUS prompt prior written notice thereof. Nothing in this Section 11.3 is intended to limit DIALOG's rights to indemnification under Section 12 in connection with any such infringement claim.   11.4  Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 11, THE PRODUCTS, THE PRODUCT IP, TOOLING, DOCUMENTATION, DEPOSIT MATERIALS, CONFIDENTIAL INFORMATION AND ALL LICENSES, SERVICES AND OTHER ITEMS PROVIDED BY A PARTY TO THE OTHER PARTY HEREUNDER ARE PROVIDED AS IS, WITHOUT WARRANTY OF ANY KIND. EXCEPT FOR THOSE WARRANTIES EXPRESSLY PROVIDED HEREIN, EACH PARTY SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE IN TRADE.   12. INDEMNIFICATION.   12.1 Indemnification by Energous. Subject to Section 12.2, ENERGOUS agrees to indemnify, hold harmless and, in the case of any third party claims, defend DIALOG and its Affiliates and each of their respective directors, officers, employees, contractors, agents, distributors and customers (collectively, DIALOG Indemnitees) from and against and in respect of any and all alleged or actual demands, claims, actions, causes of action, suits or proceedings, assessments, awarded damages (including punitive damages), liabilities, interest and penalties, costs and expenses (including, without limitation, court costs and reasonable legal fees and disbursements in connection therewith) (each, a Claim) to the extent resulting from, arising out of, relating to, or imposed upon or incurred by any DIALOG Indemnitees by reason of (a) death or bodily injury caused by or resulting from use of the Products, (b) any breach of any representation or warranty made by ENERGOUS hereunder or to any third party in relation to the Products or Product Die, (c) the infringement or misappropriation of any third party Intellectual Property Rights in relation to the Products or Product Die, (d) the infringement or misappropriation of any third party Intellectual Property Rights as a result of DIALOG's or its Affiliates' exercise of rights in accordance with the terms of this Agreement, including, but not limited to, the Manufacturing Subcontractors' manufacture of the Products on their behalf, provided that the Products are manufactured in strict compliance with the Product Specifications and Approved Production Specifications and only to the extent such Claims arise due to compliance with the Product Specifications and/or the Approved Production Specifications or use of the Tooling provided by ENERGOUS hereunder, (e) the infringement by DIALOG of any third party Marks rights as a result of its authorized use of the ENERGOUS Marks, (f) any failure by ENERGOUS to comply with applicable laws, regulations and standards, or (g) ENERGOUS' negligence, intentional misconduct or fraud.

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  12.2 Exclusion. Notwithstanding the provisions of Section 12.1, ENERGOUS will not be liable to the extent any Claim results from (a) modification of the Products by DIALOG, its Affiliates and/or any third party (including the Manufacturing Subcontractors), or combination of the Products with other products, offered by DIALOG, its Affiliates and/or any third party, (b) acts or omissions of any Manufacturing Subcontractor (except to the extent such Claims are due to the infringement or misappropriation of third party Intellectual Property Rights arising from such Manufacturing Subcontractor's manufacturing of the Products on behalf of DIALOG in strict compliance with the Product Specifications, Approved Production Specifications and Tooling provided by ENERGOUS), (c) failure of any DIALOG Indemnitee to comply with applicable laws, regulations and standards, or (d) negligence, intentional misconduct or fraud of any DIALOG Indemnitee. For clarification, if any of the foregoing is not the cause, in whole or in part of the Claim, ENERGOUS is not relieved of its obligations under Section 12.1.   12.3 Conditions. DIALOG must notify ENERGOUS within thirty (30) business days after receipt of actual notice of any Claim by a third party for which it seeks indemnification; provided, however, any failure or delay in notice will not relieve ENERGOUS of its obligations hereunder except to the extent that ENERGOUS is actually prejudiced by such failure to notify. ENERGOUS will have control and authority with respect to the defense, litigation, compromise or settlement of such third party Claim (except to the extent that any settlement involves any commitments, responsibilities or obligations on the part of DIALOG, in which case such settlement will require the prior written consent of DIALOG, which consent will not be unreasonably delayed, conditioned or withheld). DIALOG will cooperate and provide assistance and information as may reasonably be required by ENERGOUS (but at ENERGOUS' expense) in connection therewith. DIALOG reserves the right to participate at its own cost in any third party proceedings with counsel of its own choosing. In the event that ENERGOUS does not respond to any third party Claim or does not sufficiently defend such third party Claim, DIALOG, acting reasonably, may step in and take over the defense of such Claim. Costs incurred in the settlement of any Claim, including, but not limited to, reasonable legal expenses, may be off set against future Royalties and Service Fees payable.

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  12.4 Insurance. Each party will maintain, during the Term and for three (3) years thereafter, such comprehensive general liability insurance (including without limitation, products liability) as will adequately protect it against its potential liabilities under this Agreement, in amounts customary in the semiconductor industry for similar services and products. Each party will, at the other party's request, provide to the other party a certificate of insurance evidencing the foregoing insurance coverage.   13. LIMITATION OF LIABILITY.   13.1 EXCEPT IN THE CASE OF (a) ANY BREACH OF SECTION 10 (CONFIDENTIALITY), (b) THE PARTIES' OBLIGATIONS UNDER SECTION 12 (INDEMNIFICATION), (c) A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (d) LIABILITY ARISING FROM EPIDEMIC DEFECTS (WHICH WILL BE SUBJECT TO THE LIMITATION SET FORTH IN SECTION 11.2(d)), IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (i) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL, OR (ii) AGGREGATE DAMAGES IN EXCESS OF [***]. IN ADDITION, ENERGOUS' LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER SECTION 12.1(b) SHALL IN NO EVENT EXCEED [***]. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND WILL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.   14. COMPLIANCE WITH LAWS.   Each party will comply with all law and regulations applicable such party's performance under this Agreement, including but not limited to U.S. Export Administration laws and regulations and any other export, import and re-export control laws applicable to such party. The parties will refrain from exporting or re-exporting the Products or Product IP or any technical data or other materials received from each other, or the direct product of any of these, to any country, individual or organization proscribed by the United States government, unless properly authorized by the appropriate agencies of the United States government. Each party will provide all information under its control which is necessary or useful for the other party to ship or receive the Products, including, but not limited to, U.S. Export Control Classification Numbers (ECCNs), U.S. Customs Certificates of Delivery, Certificates of Origin and U.S. Federal Communications Commission identifier, if applicable. Each party agrees that it will not act in any fashion or take any action in violation of any applicable anti-bribery or anti-corruption legislation in any jurisdiction in which it does business, which prohibits the offering, giving or promising to offer or give, directly or indirectly, money or anything of value to any official of a government, political party or instrumentality to assist it in obtaining or retaining business, including the U.S. Foreign Corrupt Practices Act or any comparable legislation in another country.   * Confidential Treatment Requested

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  15. TERM AND TERMINATION.   15.1 Term. This Agreement is effective on the Effective Date. Unless earlier terminated as provided herein, this Agreement continues in effect for an initial term of seven (7) years (Initial Term) and will automatically renew for one or more annual periods after the Initial Term (each a Renewal Term) unless either party gives notice of non-renewal at least one hundred eighty (180) days prior to the beginning of any Renewal Term.   15.2 Termination.   (a) Mutual Termination Rights. Either party may, in addition to any other remedies available to it under this Agreement or at law or in equity, terminate this Agreement (or, in the event this Agreement has been previously terminated, the Wind Down Period, if any) immediately upon the issuance of written notice to the other party in the event that (i) the other party materially breaches a material provision of this Agreement, and fails to cure such breach within thirty (30) days, or (ii) the other party undergoes an Insolvency Event.   (b) Termination By ENERGOUS.   (i) If ENERGOUS is acquired by a third party, ENERGOUS' acquirer will have the right, for a period of [***] following closing of such acquisition, to terminate this Agreement upon written notice to DIALOG.   (ii)  ENERGOUS will have the right to terminate this Agreement immediately upon the issuance of written notice to DIALOG (A) if DIALOG undergoes a Change of Control involving a competitor of ENERGOUS (as reasonably determined by ENERGOUS), or (B) if DIALOG or any of its Affiliates acquires, whether directly or indirectly through a sale of assets or a Change of Control transaction or otherwise, any competitor of ENERGOUS. DIALOG will provide ENERGOUS with notice of any such Change of Control or acquisition within [***] after the closing thereof and ENERGOUS' right to terminate the Agreement will expire [***] after receipt of such notice.   (iii) ENERGOUS may, at any time after the third anniversary of the Effective Date, terminate this Agreement with or without cause upon not less than one hundred and eighty (180) days prior written notice to DIALOG.   (iv) ENERGOUS will have the right to terminate this Agreement, upon not less than [***] prior written notice to DIALOG, in the event that, following termination by the [***] of its agreement with ENERGOUS, DIALOG participates in or indicates its intention to participate in the development, design or manufacture of products incorporating Uncoupled Power Transfer Technology not provided by ENERGOUS to [***].   (c) Termination by DIALOG.   (i) If DIALOG is acquired by a third party, DIALOG's acquirer will have the right, for a period of [***] following closing of such acquisition, to terminate this Agreement upon written notice to ENERGOUS.   * Confidential Treatment Requested

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  (ii) DIALOG may terminate this Agreement, immediately upon issuance of written notice to ENERGOUS in the event that: (A) DIALOG or its Affiliates fail to achieve a design-win pipeline with an annual projected sales value to DIALOG of at least [***] in the [***] after the availability of a Mass Production Qualified Product; or (B) the aggregate annual Net Sales of Products are below [***] by the [***] of the availability of a Mass Production Qualified Product, or below [***] by the [***] of the availability of a Mass Production Qualified Product, or below [***] by each [***] of the availability of a Mass Production Qualified Product during the remainder of the Term.   (iii)  DIALOG will have the right to terminate this Agreement immediately upon the issuance of written notice to ENERGOUS (A) if ENERGOUS undergoes a Change of Control involving a competitor of DIALOG, or (B) if ENERGOUS acquires, whether directly through a sale of assets or through a Change of Control transaction, any competitor of DIALOG (as reasonably determined by DIALOG). ENERGOUS will provide DIALOG with notice of any such Change of Control or acquisition within [***] after the closing thereof and DIALOG's right to terminate the Agreement will expire [***] after receipt of such notice.   15.3 Effect of Termination. Upon any termination or expiration of this Agreement, all rights, licenses (including any sublicenses granted by DIALOG) and obligations hereunder will cease, except that the provisions of Sections 6 (Intellectual Property Ownership), 9 (Royalties and Service Fees), 10 (Confidentiality), 11 (Representations and Warranties; Disclaimers), 12 (Indemnification), 13 (Limitation of Liability), 15.3 (Effect of Termination), 15.4 (Wind Down Period), 16 (Escrow), 18 (Non-Solicitation), 19 (Choice of Law and Dispute Resolution) and any provisions to give effect thereto, will survive such termination or expiration and remain in full force and effect in accordance with their terms.   15.4 Wind Down Period.   (a) Notwithstanding any statement in Section 15.3 to the contrary, upon any termination or expiration of this Agreement and until the later to occur of (i) [***] from the Effective Date or (ii) [***] following the effective date of termination or expiration of this Agreement (the Wind Down Period), the parties' respective rights and obligations under Sections 2 (License), 3 (Sourcing), 7 (Product Sales), 9 (Royalties and Service Fees), 11 (Representations and Warranties; Disclaimers), 12 (Indemnification), 13 (Limitation of Liability), 14 (Compliance with Laws), 15.2 (Termination), 16 (Escrow) and all Exhibits hereto which are associated with any of the foregoing listed sections will remain in full force and effect as to (A) any Products or repackaged Product Die with respect to which DIALOG or any of its Affiliates has secured a design win at a customer prior to or within one (1) month after the start of the Wind Down Period, or (B) the sale of any MCMs which have been released for production at a foundry, provided, however, that DIALOG's license rights under Section 2.1 (including any sublicenses granted by DIALOG pursuant to Section 2.4) will be non-exclusive during the Wind Down Period.   (b) If, at the time of notice of any termination of this Agreement, DIALOG or any of its Affiliates has a written supply contract with a customer that extends beyond the end of the Wind Down Period (a Continuing Obligation), DIALOG and/or its Affiliates may continue to Sell Licensed Products to such customer through the term of the Wind Down Period and for the remainder of the term of such Continuing Obligation, provided that in no event may DIALOG or its Affiliates Sell Licensed Products to such customer pursuant to this Section 15.4(b) for a period longer than [***] after the effective date of termination of this Agreement. In such event, the provisions of this Agreement that survive during the Wind Down Period will continue to survive for the remainder of the period of time that DIALOG is authorized to Sell Licensed Products to any customer in accordance with the foregoing sentence. The rights granted under this Section 15.4(b) will be conditioned upon DIALOG providing ENERGOUS a complete or redacted copy of the applicable supply contract demonstrating the existence of the Continuing Obligation as of the date of notice of termination or, if DIALOG or its Affiliate is prohibited from providing a copy of the contract by the confidentiality obligations set forth therein, a written certification from an officer of DIALOG attesting to the existence of the Continuing Obligation.   * Confidential Treatment Requested

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  16. ESCROW.   16.1 Escrow. ENERGOUS will at its expense, at DIALOG's written request during the Term and any Wind Down Period, enter into a three- party escrow deposit arrangement, in accordance with this Section 16, with a recognized escrow agent (the Escrow Agent) of mutual agreement. ENERGOUS will keep the Deposit Materials in escrow and ensure on a quarterly basis that all the information relating to the Deposit Materials in escrow is current, including deposit of any Product Updates.   16.2 Release of Deposit Materials. In the event of any Insolvency Event and where the design files need to be accessed by DIALOG to fix an Epidemic Defect or other Product design or production issue impacting yield or quality (Release Condition), the Escrow Agent will, in accordance with the terms of the escrow agreement between the parties and the Escrow Agent (the Escrow Agreement), release the Deposit Materials to DIALOG.   16.3 License. ENERGOUS hereby grants DIALOG a non-exclusive, non-transferable (except as set forth in Section 2) license under the Product IP to use any of the Deposit Materials released from escrow for the purpose of fixing an Epidemic Defect or other Product design or production issue impacting yield or quality during the Term and, if applicable, any Wind Down Period or Continuing Obligation period, including, but not limited to, authorizing any third party subcontractor to manufacture and supply Products, provided, however, that DIALOG continues to make all Royalty payment owed to ENERGOUS (or the then-current owner of the Product IP) as provided in this Agreement. No Service Fees will be payable under this license. DIALOG agrees not to exercise such license until occurrence of a Release Condition, subject to the other restrictions set forth in this Section 16. Such license may be exercised by DIALOG only during the Term and any Wind Down Period or Continuing Obligation period and is subject to DIALOG's continued compliance with all of the other applicable terms and conditions of this Agreement during any such applicable period. All Deposit Materials will be deemed ENERGOUS' Confidential Information hereunder. DIALOG's license to possess and use the Deposit Materials does not include any right to disclose, market, sublicense or distribute the Deposit Materials to any third party other than its Affiliates and Manufacturing Subcontractors.   16.4 Rights in Bankruptcy. The licenses granted pursuant to this Agreement are license to rights in intellectual property (as that term is defined in Section 101 of the United States Bankruptcy Code) and governed by 11 USC Section 365(n). Accordingly, if a trustee in bankruptcy rejects the Escrow Agreement and/or this Agreement as executory contracts, then Company may elect to retain its rights under this Agreement in accordance with and subject to the provisions of 11 USC Section 365(n).

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  17. PUBLICITY.   17.1 Publicity. Within 30 days of the Effective Date each party will issue a mutually agreed joint press release regarding the strategic cooperation for the supply of Products and the strategic cooperation between the parties.   18. NON-SOLICITATION.   18.1 Non-Solicitation. During the Term and for a [***], neither party will without the written consent of the other party (which may be granted or denied in its sole discretion) (a) directly or indirectly recruit or solicit for employment or for the provision of services any employee of the other party, (b) otherwise solicit, induce or influence any employee to leave their employment with the other party, or (c) attempt to do any of the foregoing; provided, however, that the foregoing will not apply to (y) any employee of the other party that responds to a public advertisement of employment opportunities or (z) any employee that was terminated without cause by the other party. ENERGOUS and DIALOG acknowledge and agree that the covenants in this Section 18 are reasonable and necessary to protect each of their trade secrets, Confidential Information and stable workforces.   19. CHOICE OF LAW AND DISPUTE RESOLUTION.   19.1 Applicable Law. This Agreement will be governed by and construed in accordance with the laws of the State of California, exclusive of conflict of laws principles.   19.2 Dispute Resolution; Jurisdiction. Any dispute or claim arising out of or relating to this Agreement (including any matters regarding its existence, scope, validity, breach or termination, or any non-contractual obligations arising out of or related to it) that is not able to be resolved through negotiations will be submitted to arbitration in San Francisco, California, administered by the International Chamber of Commerce under its Rules of Arbitration. There will be one arbitrator. The language of the arbitration will be English. The award will be in writing, state the reasons for the award and be final and binding. Judgment on the award may be enforced in any court of competent jurisdiction. Except as may be required by law, the parties will preserve the confidentiality of all aspects of the arbitration. The arbitration will be the sole and exclusive forum for final resolution of any such dispute or claim, provided, however, that, because each party will have access to and become acquainted with Confidential Information of the other party, the unauthorized use or disclosure of which may cause irreparable harm and significant injury which may be difficult to ascertain and which may not be compensable by damages alone, the parties agree that the damaged party will have the right to seek an injunction, specific performance or other equitable relief without prejudice to any other rights and remedies that it may have for such unauthorized use or disclosure. Each party irrevocably waives all rights to a jury trial in any judicial proceeding permitted hereunder. For the avoidance of doubt, the validity, construction, and enforceability of this Agreement and the resolution of disputes arising out of and relating to this Agreement, will be governed solely by this Section 19.   * Confidential Treatment Requested

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  20. MISCELLANEOUS PROVISIONS.   20.1 Notices. All notices required or permitted under this Agreement will be in writing, reference this Agreement and be deemed given: (a) when delivered personally; or (b) when sent by electronic mail with electronic confirmation of receipt, provided that such notice is immediately confirmed as provided in (c) or (d) below; or (c) seven (7) days after having been sent by registered or certified mail,; or (d) two (2) days after deposit with a commercial courier service, with written verification of receipt. All communications will be sent to the addresses set forth below. Either party may change its address by giving notice pursuant to, and specifically referring to, this Section 20.   If to ENERGOUS:   Energous Corporation 3590 North First Street Suite 210 San Jose, California 95134 U.S.A. Attn: Brian Sereda, CFO

If to DIALOG:   Dialog Semiconductor (UK) Ltd 100 Longwater Avenue Green Park Reading, RG2 6GP United Kingdom Attn: Legal Department   20.2 Relationship of Parties. ENERGOUS and DIALOG are independent business entities. Neither party nor its employees, consultants, contractors or agents are agents, employees, partners or joint venturers of the other party, nor do they have any authority to bind the other party by contract or otherwise to any obligation. The parties will not represent to the contrary, either expressly, implicitly, by appearance or otherwise.   20.3 Force Majeure. Except for obligations to pay amounts due under this Agreement, neither party will be liable for any failure or delay in its performance under this Agreement due to causes which are beyond its reasonable control, including, but not limited to, acts of God, acts of civil or military authority, fires, epidemics, floods, earthquakes, riots, wars, sabotage, labor shortages or disputes, and governmental actions; provided, however, that the affected party: (a) gives the other party written notice of such cause promptly, and in any event within fifteen (15) days of discovery thereof; and (b) uses its reasonable efforts to correct such failure or delay in its performance as soon as possible. The affected party's time for performance or cure under this Section 20.3 will be extended for a period equal to the duration of the cause.   20.4 Severability. If any provision of this Agreement is held to be invalid or unenforceable in any jurisdiction in which this Agreement is being performed, then: (a) such provision will be deleted from this Agreement in that jurisdiction to the extent of such invalidity or unenforceability without invalidating the remaining provisions of this Agreement, and any such unenforceability in that jurisdiction will not make that provision unenforceable in any other jurisdiction; and (b) the parties will agree on an alternative provision that best accomplishes the objectives of such provision, to the extent legally permissible in such jurisdiction.

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  20.5 No Waiver. No waiver or consent in connection with or relating to this Agreement will bind either party unless in writing and signed by the party against which enforcement is sought. Waiver by either party of any default will not be deemed a waiver by such party of the same or any other default that may thereafter occur.   20.6 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be an original, but taken together constituting one and the same instrument. Execution of a facsimile copy (including PDF) will have the same force and effect as execution of an original, and a facsimile/electronic signature will be deemed an original and valid signature.   20.7 Headings and References. The headings and captions used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.   20.8 Construction. The parties and their respective counsel have negotiated this Agreement. This Agreement will be fairly interpreted in accordance with its terms and without any strict construction in favor of or against either party.   20.9 Complete Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. No amendment to or modification of this Agreement will be binding unless in writing and signed by a duly authorized representative of both parties.   20.10 Assignment. This Agreement may not be assigned by either party without the express written consent of the other party, which approval will not be unreasonably withheld or delayed, except that either party may (without consent but with notice to the other party) assign this Agreement in its entirety to any successor in the event of a Change of Control of such party.   20.11 Notice of Merger or Acquisition. Until the date that this Agreement terminates or is terminated in accordance with Section 15 hereof, ENERGOUS agrees that, [***].   * Confidential Treatment Requested

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  IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.   ENERGOUS CORPORATION   DIALOG SEMICONDUCTOR (UK) LTD           By: /s/ Stephen R. Rizzore   By: /s Mark Tyndall           Name: Stephen R. Rizzore   Name: Mark Tyndall           Title: President and Chief Executive Officer   Title: SVP Corporate Development and Strategy

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  EXHIBIT A   PRODUCTS   Any ENERGOUS integrated circuit (IC) designed to receive power wirelessly and any ENERGOUS IC used in a wireless transmitter, including, but not limited to, the following Products (and any related Product Updates):   [***]     * Confidential Treatment Requested

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  EXHIBIT B   ROYALTIES AND SERVICE FEES   Royalties and Service Fees payable by DIALOG and/or its Affiliates to ENERGOUS hereunder will be calculated on a Product by Product basis as defined herein.   Margin Split:   Combined Royalties and Service Fees shall equal [***].   Dialog will retain the remaining [***].   [***].   [***].   Notwithstanding any provision of the Agreement, no Royalties or Service Fees will be payable to ENERGOUS hereunder in connection with any Sale to any customer of prototype or sample Licensed Products [***].   * Confidential Treatment Requested

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  EXHIBIT C   Example of Letter of Authorization: Mask Set(s) Authorization for Third Party's Product(s)   To whom it may concern   Pursuant to a STRATEGIC ALLIANCE Agreement between Dialog Semiconductor (UK) Ltd and Energous Corporation dated November 6, 2016 (to which [Manufacturing Subcontractor] is not a party), we, Energous Corporation (Energous), hereby agree and authorize [Manufacturing Subcontractor], under the terms of this Letter of Authorization, to use the Mask Set(s) specified below for manufacturing products for the supply to the Third Party specified in paragraph 2 below only:   1. Mask Set(s) details: Mask Set(s) Product Type: Foundry Code:   2. Third Party details: Third Party's Name: Dialog Semiconductor [purchasing entity to be determined] Third Party's Address: Contact name of Third Party:   3. Volume of products The number of products to be manufactured with the Mask Set(s) will be unlimited, unless otherwise instructed by us below:   Authorized Amount: [UNLIMITED]   4. Duration of Authorization The duration of this Letter of Authorization will be unlimited, unless otherwise instructed by us below:   Duration of Authorization: [UNLIMITED]   5. Confidential Information Other than wafers for products specified under paragraph 1 above (which contain Energous designs), [Manufacturing Subcontractor] will not disclose to the Third Party any information which is proprietary or confidential to Energous.

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  6. Reporting Upon Energous' request (but not more frequently than once per calendar year), [Manufacturing Subcontractor] will provide Energous with the accumulated wafer volumes ordered (and shipped) to the Third Party under this Letter of Authorization. By signing this Letter of Authorization, the Third Party authorizes [Manufacturing Subcontractor] to report to Energous accordingly.   8. Governing Law This Letter of Authorization will be governed by and construed in accordance with the laws of California, excluding its conflict of laws provisions, and be subject to the non-exclusive jurisdiction of the California courts.   Very truly yours,       Energous Incorporated           Name:       Title:       Date:                   Agreed by Dialog Semiconductor (UK) Ltd           Name:       Title:       Date:     This Letter of Authorization is subject to the approval of the Manufacturing Subcontractors.

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  EXHIBIT D   LICENSED MARKS   DIALOG LICENSED MARKS:   Dialog Dialog Semiconductor   ENERGOUS LICENSED MARKS:   Energous WattUp Unleash your power   Pending:   [***]   * Confidential Treatment Requested

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  EXHIBIT E   Commercialization plan   Objective   The Commercialization Plan sets forth the parties' respective rights and obligations with respect to commercial and technical activities to be performed to maximize potential Sales of Licensed Products.   [***]   Review   O The Commercialization Plan will be reviewed and (if necessary) updated by the parties on a quarterly basis throughout the Term of the agreement.     * Confidential Treatment Requested

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  EXHIBIT F   CUSTOMER: [***]     * Confidential Treatment Requested

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Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?
Each party will maintain, during the Term and for three (3) years thereafter, such comprehensive general liability insurance (including without limitation, products liability) as will adequately protect it against its potential liabilities under this Agreement, in amounts customary in the semiconductor industry for similar services and products.

EXHIBIT 10.71

May 04, 2017 Strategic Alliance Agreement This Strategic Alliance Agreement (this Agreement) is entered into as of the 26t h day of May, 2017 (hereinafter referred to as the effective date of the Agreement), by and between Cool Technologies Inc.., a Nevada corporation (hereinafter referred to as COOL TECH), and VETERAN TECHNOLOGY GROUP, LLC, a Missouri corporation (hereinafter referred to as VET TECH). WITNESSETH: WHEREAS, COOL TECH and VET TECH wish to enter into a strategic alliance to market and perform certain complementary business consulting services; NOW, THEREFORE, in consideration of the foregoing and of the mutual premises hereinafter expressed, the parties hereto do mutually agree as follows: ARTICLE I. SCOPE OF STRATEGIC ALLIANCE. A. COOL TECH shall, in a professional manner, take all steps necessary to market and produce its Mobile Generation Program and its other services (collectively the COOL TECH Services) for clients referred to COOL TECH by VET TECH. Any engagement to perform COOL TECH Services shall be on such terms and conditions as COOL TECH may approve at its sole discretion. COOL TECH will perform, schedule, staff and manage all COOL TECH Services or with COOL TECH/VET TECH approved team. Notwithstanding the foregoing, VET TECH may, at its election, bill the client directly for COOL TECH Services and under such circumstances COOL TECH shall bill VET TECH the pre-agreed amount for the engagement as adjusted by any client-approved change orders. For any Government Sales brought by VET TECH COOL TECH agrees to be held to the same billing and payment terms as is dictated under the Federal Acquisition Regulation (FAR) guidelines and requirements; otherwise, COOL TECH will bill the client directly. VET TECH agrees to include reference to COOL TECH in each contract and proposal involving COOL TECH Services. COOL TECH's Mobile Generation (MG), and other proprietary information and associated products, copyrights, trademarks, trade names and logos developed by COOL TECH shall remain the property of COOL TECH and reference to COOL TECH's rights shall be made in all uses of such materials in at least 12 point type. 1





B. VET TECH shall, in a professional manner, take all steps necessary to market and perform its business management consulting, GAIT Software and other AI services (collectively the VET TECH Services) for clients referred to VET TECH by COOL TECH. Any engagement to perform VET TECH Services shall be on such terms and conditions as VET TECH may approve in its sole discretion. VET TECH will perform, schedule, staff and manage all VET TECH Services or a joint VET TECH/COOL TECH team. VET TECH will perform, schedule, staff and manage all VET TECH Services or with VET TECH/COOL TECH approved team. Notwithstanding the foregoing, COOL TECH may, at its election, bill the client directly for VET TECH Services and under such circumstances VET TECH shall bill COOL TECH the pre-agreed amount for the engagement as adjusted by any client-approved change orders; otherwise, VET TECH will bill the client directly. COOL TECH agrees to include reference to VET TECH in each contract and proposal involving VET TECH Services. VET TECH's GAIT Software and other AI services (collectively the VET TECH Services), and other proprietary information and associated products, copyrights, trademarks, trade names and logos developed by VET TECH shall remain the property of VET TECH and reference to VET TECH's rights shall be made in all uses of such materials in at least 12 point type. ARTICLE II. PERIOD OF PERFORMANCE. This Agreement shall be effective as of the date first set forth above and, shall expire on the later of (i) five (5) years from the date hereof, or (ii) with respect to any projects identified in any contract for which VET TECH is billing the client directly, upon the completion of COOL TECH's Services and receipt of payment by COOL TECH from VET TECH for said services. This Agreement shall be automatically renewed for successive one year periods unless either party gives written notice of termination to the other party at least thirty (30) days prior to the date of expiration. Notwithstanding the foregoing, this Agreement shall be earlier terminated (x) by mutual agreement of the parties, or (y) at any time upon sixty (60) days advance written notice to the other party. Time is of the essence in this Agreement. 2





ARTICLE III. MANAGEMENT. Each party shall designate a partner, officer or other senior person to be responsible for the overall administration of this Agreement. VET TECH shall have ultimate responsibility for client relationships for those clients that it elects to bill directly for COOL TECH Services and COOL TECH will respond to VET TECH's direction. ARTICLE IV. CONFIDENTIAL INFORMATION. The parties acknowledge and agree that in the course of the performance of the VET TECH Services and the COOL TECH Services (collectively, the Services) or additional services pursuant to this Agreement, that each may be given access to, or come into possession of, confidential information of the other party which information may contain trade secrets, proprietary data or other confidential material of that party. Therefore the parties have executed a Non-Disclosure Agreement which is attached hereto as Exhibit A, and incorporated by reference as if fully set forth herein. Materials used in any engagement undertaken pursuant to this Agreement shall not be altered or changed without the consent of both parties. ARTICLE V. NO PARTNERSHIP. Nothing herein contained shall be construed to imply a joint venture, partnership or principal- agent relationship between VET TECH and COOL TECH, and neither party shall have the right, power or authority to obligate or bind the other in any manner whatsoever, except as otherwise agreed to in writing. The parties do not contemplate a sharing of profits relating to the VET TECH Services or the COOL TECH Services so as to create a separate taxable entity under Section 761 of the Internal Revenue Code of 1986, as amended, nor co-ownership of a business or property so as to create a separate partnership under the law of any jurisdiction, including, without limitation, MISSOURI or NEVADA. Accordingly, for tax, property and liability purposes VET TECH will provide the VET TECH Services, and COOL TECH will perform the COOL TECH Services, each on a professional basis and as an independent contractor of the other. JOINT SERVICES WILL BE DEFINED IN ADDENDUM XX. Revenues and expenses relating to the Services and any additional services shall be reported separately by the parties for tax purposes. During the performance of the any of the Services, VET TECH's employees will not be considered employees of COOL TECH, and vice versa, within the meaning or the applications of any federal, state or local laws or regulations including, but not limited to, laws or regulations covering unemployment insurance, old age benefits, worker's compensation, industrial accident, labor or taxes of any kind. VET TECH's personnel who are to perform the VET TECH Services or additional services to be provided by VET TECH hereunder shall be under the employment, and ultimate control, management and supervision of VET TECH. COOL TECH's personnel who are to perform the COOL TECH Services or additional services to be provided by COOL TECH hereunder shall be under the employment, and ultimate control, management and supervision of COOL TECH. It is understood and agreed that COOL TECH's employees shall not be considered VET TECH's employees within the meaning or application of VET TECH's employee fringe benefit programs for the purpose of vacations, holidays, pension, group life insurance, accidental death, medical, hospitalization, and surgical benefits, and vice versa. 3





ARTICLE VI. TRADEMARK, TRADE NAME AND COPYRIGHTS. Except as expressly provided herein, this Agreement does not give either party any ownership rights or interest in the other party's trade name, trademarks or copyrights. ARTICLE VII. INDEMNIFICATION. Each of VET TECH and COOL TECH, at its own expense, shall indemnify, defend and hold the other, its partners, shareholders, directors, officers, employees, and agents harmless from and against any and all third-party suits, actions, investigations and proceedings, and related costs and expenses (including reasonable attorney's fees) resulting solely and directly from the indemnifying party's negligence or willful misconduct. Neither VET TECH nor COOL TECH shall be required hereunder to defend, indemnify or hold harmless the other and/or its partners, shareholders, directors, officers, directors, employees and agents, or any of them, from any liability resulting from the negligence or wrongful acts of the party seeking indemnification or of any third- party. Each of VET TECH and COOL TECH agrees to give the other prompt written notice of any claim or other matter as to which it believes this indemnification provision is applicable. The indemnifying party shall have the right to defend against any such claim with counsel of its own choosing and to settle and/or compromise such claim as it deems appropriate. Each party further agrees to cooperate with the other in the defense of any such claim or other matter. ARTICLE VIII. NON-SOLICITATION OF PERSONNEL. COOL TECH and VET TECH agree not to engage in any attempt whatsoever, to hire, or to engage as independent contractors, the other's employees or independent contractors during the term of this Agreement and for a period of six (6) months following expiration or termination of this Agreement except as may be mutually agreed in writing. ARTICLE IX. INTELLECTUAL PROPERTY Work performed on engagements pursuant to this Agreement by either VET TECH and/or COOL TECH and information, materials, products and deliverables developed in connection with engagements pursuant to this Agreement shall be the property of the respective parties performing the work or creating the information. All underlying methodology utilized by COOL TECH and VET TECH respectively which was created and/or developed by either prior to the date of this Agreement and utilized in the course of performing engagements pursuant to this Agreement shall not become the property of the other. Each party's rights, titles and interests are described in the Non-Disclosure Agreement attached hereto as Exhibit A. 4





ARTICLE X. GENERAL PROVISIONS. A. Entire Agreement: This Agreement together with all documents incorporated by reference herein, constitutes the entire and sole agreement between the parties with respect to the subject matter hereof and supersedes any prior agreements, negotiations, understandings, or other matters, whether oral or written, with respect to the subject matter hereof. This Agreement cannot be modified, changed or amended, except for in writing signed by a duly authorized representative of each of the parties. B. Conflict: In the event of any conflict, ambiguity or inconsistency between this Agreement and any other document which may be annexed hereto, the terms of this Agreement shall govern. C. Assignment and Delegation: Neither party shall assign or delegate this Agreement or any rights, duties or obligations hereunder to any other person and/or entity without prior express written approval of the other party. D. Notices: Any notice required or permitted to be given under this Agreement shall be in writing, by hand delivery, commercial overnight courier or registered or certified U.S. Mail, to the address stated below for COOL TECH or to the address stated below for VET TECH, and shall be deemed duly given upon receipt, or if by registered or certified mail three (3) business days following deposit in the U.S. Mail. The parties hereto may from time to time designate in writing other addresses expressly for the purpose of receipt of notice hereunder. If to VET TECH: If to COOL TECH: E. Severability: If any provision of this Agreement is declared invalid or unenforceable, such provision shall be deemed modified to the extent necessary and possible to render it valid and enforceable. In any event, the unenforceability or invalidity of any provision shall not affect any other provision of this Agreement, and this Agreement shall continue in full force and effect, and be construed and enforced, as if such provision had not been included, or had been modified as above provided, as the case may be. F. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri. Without giving effect to its choice of law principles. 5





G. Paragraph Headings: The paragraph headings set forth in this Agreement are for the convenience of the parties, and in no way define, limit, or describe the scope or intent of this Agreement and are to be given no legal effect. H. Counterparts: This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. I. Exhibits: The Exhibits attached hereto are made a part of this Agreement as if fully set forth herein. IN WITNESS WHEREOF, the parties, by their duly authorized representatives, have caused this Agreement to be executed as of the date first written above. Veteran Technology Group, LLC Cool Technologies Inc. By: Name: /s/ Michael Grimes___ /s/ Timothy Hassett___ By: Name: _Michael Grimes ____ ___Timothy Hassett__ 6 
Question: Highlight the parts (if any) of this contract related to Anti-Assignment that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?
Neither party shall assign or delegate this Agreement or any rights, duties or obligations hereunder to any other person and/or entity without prior express written approval of the other party.

Exhibit 10.1

KALLO Inc.



STRATEGIC ALLIANCE AGREEMENT

MOBILECARE









STRATEGIC ALLIANCE AGREEMENT - MOBILE CARE      This Agreement is made by and between:    KALLO Inc.    With principal offices at 15 Allstate Parkway, Suite 600, Markham, ON L3R 5B4., Canada (KALLO)          AND       Petro data Management Services Limited.,          With principal offices at Motorways Center, Block-B, 1 Motorways Avenue Alausa, Ikeja, Lagos, Nigeria (PDMS)          AND       Gateway Global Fabrication Ltd.,       With principal offices at No-2 Olodu Street, Off Oluobasanjo Road, Portharcourt, Rivers state, Nigeria. (Gateway) As of the date  set forth below.       Whereas, Kallo is the developer, owner and licensor of certain Mobile Care Suite of Products packages designated as the subject  matter of this Agreement:       Whereas, PDMS and Gateway (Agent) desires to become a business associate of Kallo for the region of Nigeria, under the terms  and conditions hereof;    Now therefore, all the parties agree as follows:

     For the purposes of this Agreement, the following definitions will apply:  Business Associate means the Kallo Authorized Agent who could be an individual, organization, or company that  desires to represent the Kallo Mobile care suite of products of Kallo Inc., to the end user (customer) market. The  Business Associate as it will be defined in this agreement sells the Kallo Mobile care product suite only. Kallo will be  fully responsible for the training and implementation of the client

  KALLO - MOBILECARE

1.DEFINITIONS

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    following the sale directly by Kallo Inc., or through it's wholly owned Canadian subsidiary, Kallo Technologies Inc.,       KALLO means Kallo Inc. and/or its wholly owned subsidiary Kallo Technologies Inc.,       Customer means the end user of the Kallo Mobile care suite of Products that enters into the Kallo Mobile care Suite  of Products End User License Agreement (EULA).       Schedule A means the Kallo supplied executable pricing proposal form which must accompany any EULA for the  Kallo Mobile care suite of Products in order to be accepted by Kallo.    Kallo Mobile care suite of Products means Kallo products as specified in Schedule A.       EULA means the license agreement (headed End User License Agreement)  between the Customer (end-user)  and Kallo that sets forth the terms and conditions governing the Customer's use of the Kallo Mobile care suite of  Products.       Book of Business means the sales made by the Agent with the flow of income from those sales paid under this  Agreement, all of which belongs to the Agent in right, title and interest. The Book of Business is that portion of each sale  belonging to the Agent under the commission percentage agreed to at the time of sale and the continuing flow of income  produced so long as the customers pay to use the Kallo Mobile care suite of products license.    Material Breach means the violation of the payment terms herein, copyright or trademarks, an attempt to replace or  abet others to replace Kallo Mobile care suite of products or services at any existing or potential customer with  competing products and any act of malicious conduct by the Agent to disparage Kallo without any justification and  malicious conduct against Agent by Kallo.       Non Material Breach means serious neglect of Agent's customers by the Agent in regards to support and services  and any other breach of the terms of this agreement for which the cure of such shall be completed by the Agent within  sixty days from written notice of violation.    Certified Sales Agent means a Sales Agent who has completed the initial Sales and Technical Training program and  any consecutive

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    training program provided and mandated by Kallo and who abides by the terms and conditions of the certification  program as outlined herein.













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2.KALLO SALES AGENT PROGRAM TERMS AND CONDITIONS

a) Appointment: Kallo hereby conditionally appoints Agent as a Sales Agent, and Agent accepts in accordance with  the provisions of this Agreement the terms of the Kallo Sales Agent Program.

b) Responsibilities: Responsibilities of the Agent (PDMS and Gateway) are defined in Schedule C. Failure to comply  with this will be considered a material breach of this agreement. This also includes responsibilities for Kallo and the  project management entity (BASCIC) appointed jointly by Kallo and the Agent.

c) Certified Sales Agent: Agent accepts and acknowledges that the Kallo 3 day Sales and 5 day Technical Training  Program is required to be completed by the Agent within 90 days of execution of this agreement. Agent is required  to pay a Training program fee of $10,000.00 for the Kallo Mobile care suite of Products on or before the date of  execution of this agreement for the Authorization of Agent under this agreement by Kallo. Agent shall pay $1000/- per day for any additional days of training requested by Agent and all travel expenses plus per diem for the Kallo  representative instructing the program will be due and payable to Kallo on or before execution of this agreement. Certification is mandatory for Agent to become certified to represent the Kallo Mobile care suite of products  licensed under this agreement and to benefit from commissions allocated to Agent as outlined in Schedule A of this  agreement. Non-compliance of this Section (2), subparagraph (c) on the part of the Agent will automatically void this  agreement.

d)All sales made by the Agent of the Kallo Mobile care suite of products shall create a Book of Business owned by  the Agent, which constitutes all funds due to Agent under this agreement flowing from each sale for a period not to  exceed 36 months from the date of acceptance by Kallo of the Client EULA or until the EULA terminates under the  provision that are outlined therein of the Kallo Mobile care suite of products.

e)Agent is required bi-monthly to report all prospects, sales activity, activity reported on Kallo provided leads, and any  current client

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    accounts relating to the Kallo Mobile care suite of products to the Kallo Sales and Marketing department in an  electronic format following the execution of this agreement. Kallo offers and enforces lead and current account  protection for Sales Agents. Kallo shall not allow another Agent to solicit the existing Agents book of business  unless it is understood by all parties the end user client desires the transfer. Kallo shall use its best reasonable  efforts to protect the Agent from aggressive solicitation by another Agent taking any part of the Agent's book of  Business. The report MUST include the Business Name, Key Contact name, telephone number, and address.









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f) Exclusivity of territory (Nigeria): Agent's appointment shall be exclusive for the Kallo Mobile care suite of  products and services marked in Schedule A to this Agreement. Such appointment constitutes a grant of specific  territory of Nigeria. Exclusivity is granted for the region of Nigeria, The Agent is expected to confirm the first  purchase order as per Schedule D with the down payment within thee (3) months of execution of this agreement and  in order to retain the exclusivity of the territory the Agent shall achieve the target commitment in Schedule D.

g)Agent shall be supplied with marketing material at no cost to agent in electronic format only. Print and mail expense  are the responsibility of the Agent. Web design services, press release services, trade show design services,  marketing content services, and listing services are provided at no cost to Agent as it relates to the Kallo Mobile care  suite of products

h) Marketing and Sales Plan: The Agent shall prior to the signing of this agreement submit and have approved by  Kallo a Marketing and Sales Plan for no less than 3 years committing the sale of no less than 15 Mobile Medical  Clinics, 5 Mobile Clinics in twelve month period following the signing of this agreement as referred to in Schedule D,  with minimum growth per annum thereafter of 20% cumulative. Failure to do this will be considered a material  breach of this agreement.

i)Kallo shall not change the marketing and sales plan during this agreement without first discussing it with Agent and  in the event that mutual agreement cannot be reached will provide at least 12 months' notice of any such change.  Should agreement not be reached, Agent may maintain its existing book of business and cease making sales under  this agreement without prejudice so

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    long as Agent meets its support obligations to its clients and financial obligations to Kallo.













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j) Competence: Agent agrees to comply in full with Section (2). Subparagraph (c) of this agreement and provide and  acquire appropriate staffing, training and any other requirements for the marketing, and sales of the Kallo Mobile  care suite of products, and to comply with the Kallo training, support, shipping and payment terms.

k) Conduct: Agent shall undertake no acts injurious to the business or goodwill of Kallo. Agent shall use its best  efforts to promote Kallo and its products and service and shall promptly report and follow up all leads provided.  Agent may not offer or promote competitive products without the consent of Kallo.

l) Independent Entities: Notwithstanding the use of the designation Sales Agent. Agent is an independent  contractor and shall at no time have the power  i.to bind Kallo;  ii.to alter or change any terms, conditions, warranties or covenants made by Kallo or  iii.to create in favor of any person any rights, which Kallo has not previously agreed in writing.

m) Form of Relationship: The relationship under this Agreement shall not create any legal partnership, franchise  relationship, agency or other form of legal association between the parties, which would impose a liability of one  party upon the other.

n) Insurance: Agent or its successors shall maintain during the term of this Agreement and while it is still responsible  for its Book of Business:  i.All required workers' compensation or similar insurance;  ii.Comprehensive general liability insurance. Agent shall promptly supply Kallo with proof of such insurance  upon request. Kallo shall maintain comprehensive general liability and errors and omissions insurance for the  Kallo Mobile care suite of products. Kallo shall promptly supply Agent with proof of such insurance upon  request.

o) Records: Agent shall supply to Kallo the full business data of each customer as a qualified prospect and at the time  of sale and shall, during this Agreement and while it is still responsible for its

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    Book of Business, and for a period of one year after the termination of this Agreement maintain records  sufficient for Kallo to verify amounts due under this Agreement relating to the contracts, invoices, accounts,  complaints, and other transactions relating to the placement and licensing of the Kallo Mobile care suite of  products. Kallo may directly, or through its Agent at any time during normal business hours, upon no less than 10  business days' notice, and for any reason inspect such records and other financial information relevant to Kallo  Mobile care suite of products as sold by Agent to its end users, solely for the purpose of verifying amounts due  under this Agreement. Any such information will be confidential information of Agent subject to the provisions of  Section 4.







     Warranties:



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p) Sub-Agents: Agent shall not be permitted to establish sub-Agents without the express written consent of Kallo.

q) Corrupt Practices: Agent represents that it will not make any payment or transfer anything of value, directly or  indirectly, to any government official or employee; to any officer, director, employee, or representative, or Agent of  any actual or potential customer; or to any other person or entity if such payments would violate applicable laws.

r) Prospects: Agent will provide Kallo with a list of active prospects on a regular basis as outlined in Section (2)  Subparagraph (e) of this agreement. Kallo will use its best efforts to protect these prospects from being solicited by  its other Agents or distributors, and to refrain from solicitation directly by Kallo, while taking into account prospect's  wishes, and in as much as allowed by applicable laws. Agent in return agrees to respect active prospect lists of  Kallo's other Agents. For the above purposes, the Agent at least once every six (6) weeks and where details of  each such contact are logged with Kallo define an active prospect as a prospect that is contacted.

3.WARRANTY AND LIMITATIONS

a)Kallo represents and warrants to Agent that;  i.it has sufficient right, title and interest in and to the Kallo Mobile care suite of products to enter into this  Agreement; and  ii.all Kallo Mobile care suite of products distributed to Agent is free and clear of all liens.

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  Limitation of Warranties:











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b)Kallo Mobile care suite of products' Warranties Agent's exclusive warranty regarding the Kallo Mobile care suite of  products is set forth in the applicable EULA provided with the Kallo Mobile care suite of products.

c)Except as stated above, Kallo makes no other warranties regarding the Kallo mobile care suite of products and  documentation, and any services provided by Kallo including, without limitation, express or implied warranties, and  expressly disclaims the warranties of fitness for a particular purpose or merchantability, and any other warranty,  express or implied.

d)In no event shall Kallo be liable for indirect, consequential, or incidental damages (including damages for loss of  business profits, business interruption, loss of business information, and the like) arising out of the relationship  between Kallo and Agent even if it has been advised of the possibility of such damages.

e)Kallo's cumulative liability under this agreement, including any cause of action in contract, tort or strict liability, shall  be limited to the license fees paid by agent during the 12 months prior to such event. Kallo's limitation of liability is  cumulative with all Kallo's expenditures to address liability being aggregated to determine satisfaction of the limit.  Agent releases Kallo from all obligations, liabilities, claims or demands in excess of the limitation. The parties  acknowledge that other parts of this agreement rely upon the inclusion of this section and the resulting allocation of  risks.

f) Agent Actions: Kallo shall have no obligation to any party under any warranty given by Agent, its Agents or  employees. Agent shall not make any representation or warranty with respect to the Kallo Mobile care suite of  products other than those stated by Kallo in its written warranty, documentation and literature.

g) Agent Indemnification: Agent agrees to indemnify Kallo and to hold it harmless from and against any loss,  damage, claims or demands whatsoever arising out of Agent's activities that are outside the scope of the EULA  provided by Kallo to the end user regarding use of Kallo Mobile care suite of products. Kallo makes its  representations and warrants to the end user and limits

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    of liability therein via the EULA.





     Each party agrees not to disclose any confidential information received from the other in any form to any employees  who do not have a specific need to use such information or to any outside party (including contractors) without the  other party's prior written consent. All employees or contractors who receive such confidential information must be  bound by written agreement not to disclose such information to any other party.  Each party acknowledges that the unauthorized disclosure or use of confidential information of the other party would  cause irreparable harm and significant injury to the other party that may be difficult to compensate. Accordingly, each  party agrees that the other party will have the right to seek and obtain temporary and permanent injunctive relief in  addition to any other rights and remedies it may have. The obligations of confidentiality shall not apply to information  which;



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h) Complaints: Agent shall make all reasonable efforts to handle all incidents of customer complaints or demands  regarding the Kallo Mobile care suite of products and shall report promptly to Kallo all such incidents.

i) Kallo indemnification: Kallo agrees to indemnify Agent and to hold it harmless from and against any loss, damage,  claims or demands whatsoever arising out of:  i.Intellectual property infringement arising from the Kallo Suite of Products;  ii.Breach of implied warranty or negligence.  iii.Activities that are outside the scope of the EULA provided by Kallo and issued to the customer through  Agent regarding the use of the Kallo Mobile care suite of products. Kallo further agrees to indemnify  AGENT and to hold it harmless from and against any loss, damage, claims, or demands whatsoever arising  out of Kallo's activities that are outside the scope of this Agreement.

4.CONFIDENTIALITY

i.is in public domain at the time of disclosure,  ii.has been released by the other party without restrictions,  iii.has been lawfully obtained by the disclosing party from a third party under no obligation of confidentiality, or  iv.is independently developed by employees of the disclosing party without access to the confidential  information.

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Kallo reserves the right to revoke or limit the use of Trademarks at any time upon reasonable notice. Non- Compliance with Trademark and Logo Policies shall be considered a material breach of this Agreement.



If at any time Agent acquires any rights in, or any registration or application for, any of the Trademarks by  operation of law or otherwise, it will immediately, upon request by Kallo and at no expense to Kallo, assign such  rights, registrations, or applications to Kallo, along with any and all associated goodwill.



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5.TRADEMARKS

a) Definition: Trademarks means any and all current or future company names, product names, marks, logos,  designs, trade dress and other designations or brands used by Kallo in connection with its products and services and  all marks similar thereto.

b) License: Kallo grants Agent the right to use the Trademarks solely for the purpose of distributing and marketing the  Kallo Mobile care suite of products provided that Agent:  i.uses the appropriate Trademarks for the corresponding Kallo Mobile care suite of products;  ii.Identifies all Trademarks are registered trademarks of Kallo;  iii.take reasonable steps to modify all objectionable uses of the Trademarks.

c) Ownership: Agent acknowledges that Kallo is the sole owner of the Trademarks and nothing herein shall grant to  Agent any right or interest in the Trademarks. Agent shall not register, or attempt to register, any Trademarks or any  marks confusingly similar thereto in any jurisdiction.

d) Limitations: Except as stated above, Agent is granted no right, title, license or interest in the Trademarks. Agent  acknowledges Kallo's rights in the Trademarks and agrees that any and all use of Trademarks by Agent shall inure  to the sole benefit of Kallo. Agent agrees that it shall take no action inconsistent with Kallo ownership of the  Trademarks and agrees not to challenge Kallo's rights in or attempt to register any of the Trademarks, or any other  name or mark owned or used by Kallo or any mark confusingly similar thereto.

e) Notification: Agent shall promptly notify Kallo of any use by any third party of Trademarks or any use by such third  parties of

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    similar marks which may constitute an infringement or passing off of Trademarks. Kallo reserves the right, in its  sole discretion, to institute any proceedings against such third party infringers and Agent shall refrain from doing  so itself. Agent agrees to cooperate fully with Kallo in any action taken by Kallo against such third parties,  provided that all expenses of such action shall be borne by Kallo and all damages which may be awarded or  agreed upon in settlement of such action shall accrue to Kallo. Refer to Schedule B for available means of  communication to all parties concerned.











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f) Co-Branding: Kallo agrees for co-branding needs with local government and sponsors logo. This is subject to:  i.The submission to and approval by Kallo of the recommended Logo I Product Name. This is to ensure that the overall  look and feel of the Kallo Mobile care product is maintained.  ii.The supply of the Logo I Product Name in suitable high quality format allowing sufficient time as defined by Kallo to  incorporate co-branding logo on the Mobile clinics.  iii.Kallo agreeing to this will, in no way reduce, undermine, alter or limit their rights as outlined in section 5 and 6 of this  agreement.

6.PROPRIETARY RIGHTS

a) Ownership: Agent understands and agrees that Agent takes title only to the media on which the Kallo Mobile care  suite of products is provided. Title in and ownership of all copies of Kallo products and documentation, Trademarks  and all property rights therein, shall remain at all times vested in Kallo. Agent acknowledges that the Kallo Mobile  care suite of products is protected by domestic and international copyright and other forms of proprietary rights and  agrees not to copy or otherwise reproduce (except as required for distribution to customers), modify, adapt, translate,  reverse engineer, decompile, disassemble or create derivative works based on the Kallo Mobile care suite of  products or the documentation.

b) No Rights Granted: No provision in this Agreement shall be interpreted as an assignment or grant to Agent of any  right, title or interest in the Kallo Mobile care suite of products, documentation or Trademarks.

c) Protection: Agent agrees to take any reasonable step necessary to protect the proprietary rights of Kallo and its

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    suppliers or licensors, including, but not limited to, the proper display of copyright, trademark, trade secret and  other proprietary notices on any copies of the Kallo Mobile care suite of products. Agent must reproduce and  include any such notices, other legends and logos on any backup copies.

Any printed reference to Kallo products must include the following notice (or such notice as required by Kallo)  with:  © Kallo Inc., [YEAR]. All Rights Reserved.











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d) Copyright Notice: Agent agrees not to remove and shall reproduce and include all copyright notices or confidential  or proprietary legends in and on all copies of Kallo Mobile care suite of products or documentation.

e) Breach: Agent understands and agrees that the protection of Kallo rights in and to the Kallo Mobile care suite of  products, documentation and Trademarks and the prevention of any unauthorized copying, reproduction, modification,  adaptation, translation, reverse engineering, de-compilation, disassembly and creation of derivative works, is of the  essence of this Agreement and that any failure on its part, however minor, to discharge its obligations shall constitute  a material breach of this Agreement.

7.TERM AND TERMINATION

a) Term: This Agreement shall enter into effect on the date it is signed by both parties as shown below.

b) Termination: This agreement shall terminate:

i.upon notification of a Material Breach that is not cured within 10 business days thereafter;  ii.Failure to cure a non-material breach within sixty days of written notice;  iii.Automatically, unless otherwise agreed between parties, in the event that Agent is the subject of a  proceeding in bankruptcy which is not dismissed within 60 days, is placed in receivership, or makes an  assignment for the benefit of its creditors; or by  iv.Termination for Cause by giving 3 months written notice by the Agent or Kallo. If given by Kallo, Cause  shall be defined as non-performance on the part of the Agent by failing to make sufficient efforts to market  the Kallo Mobile care suite of products. Should the parties disagree as to what constitutes sufficient  marketing efforts, the issue will be submitted to binding arbitration. This course of action is not intended to  be a means for

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    Kallo, its successors or assigns, to take over the successful operation of Agent's business generated  under this agreement without fair and just compensation.









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c) On Termination: Notwithstanding any terms of this agreement to the contrary, upon termination of this Agreement  for any reason whatsoever, Kallo, unless otherwise agreed, shall set aside the Agent's Book of Business to be held  by Kallo.

i.The revenue stream defined by the Book of Business at the time Kallo becomes the controlling party will remain  constant except in as far as any elected reduction in use by its customers. Any increase in use will not be to the  benefit of the Book of Business.  ii.Kallo shall pay over all funds collected from the Book of Business and due to Agent, less a reasonable administration  fee to be assessed and determined by Kallo, to Agent or its designees or assigns immediately upon receipt and act as  a conduit for Agent funds, except in as far as Kallo or its assignees are required to support customers in the Book of  Business in which case the cost of providing such support, will be reasonably assessed and appropriate deductions  made before passing the balance to Agent. In the event Agent does not agree with the costs described in this section,  the issue will be submitted to binding arbitration.  iii.Kallo shall make an accounting of funds collected to Agent or their assigns monthly. Kallo shall permit Agent or its  designated Agent(s) to inspect Kallo's books upon Agent's request at Agent's expense during normal business hours  of Kallo.  iv.Kallo's failure to perform its duties in the event it becomes the controlling party of the Agent's Book of Business is a  non-material breach of this agreement.  v.In any dispute or litigation over the terms of this agreement, the prevailing party shall have reasonable attorney fees in  addition to any settlement or damages awarded.

d) Rights: Upon termination of this Agreement for any reason and unless otherwise agreed, all rights granted to Agent  shall immediately cease and Agent shall immediately return to Kallo all Kallo Products and confidential information  provided by Kallo except as otherwise provided in this Agreement.

e) No Compensation: In the event of an agreed termination of this Agreement by both parties, neither party shall be  liable to the

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    other for damages, losses, or expenses of any kind or character on account of the termination of this agreement  in accordance with its terms, whether such damage, loss, or expense may arise from the loss of prospective  customers of Agent, or expenses incurred or investments made in connection with the establishment,  development, or maintenance of Agent's business. Termination or expiration shall not affect any claim, demand,  or liability of any party created or arising hereunder prior to such time.









  All Kallo Mobile care suite of products distributed by Agent shall be transferred solely in Kallo standard  packaging and through the terms of the appropriate Kallo Mobile care suite of products EULA between the  customer and Kallo provided by Kallo from time to time. Delivery of copies of the Kallo Mobile care suite of  products to Agent is made solely to enable Agent to exercise this right. Agent shall not license or transfer any  Kallo product for the purpose of retransfer by or to others.

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8.FORCE MAJEURE

a) Definition: Force Majeure shall mean any event or condition not reasonably within the control of either party,  which prevents in whole or in material part the performance by one of the parties of its obligations hereunder or  which renders the performance of such obligations as difficult or costly as to make such performance commercially  unreasonable.

b) Notice: Upon giving notice to the other party, a party affected by an event of Force Majeure shall be released  without any liability on its part from the performance of its obligations under this Agreement, except for the  obligation to pay any amounts due and owing hereunder, but only to the extent and only for the period that its  performance of such obligations is prevented by the event of Force Majeure. The other party may likewise suspend  the performance of all or part of its obligations hereunder to the extent that such suspension is commercially  reasonable. Refer to Schedule B for available means of communication to all parties concerned

9.ADDITIONAL PROVISIONS

a) Rights: Kallo grants to Agent the non-exclusive and non-transferable right to distribute the use of the Kallo Mobile  care suite of products to commercial end user customers. Refer to section (2) subparagraph (f) for non-exclusive  and exclusive status and qualifying requirements.

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     This Agreement is not assignable by Agent without prior written consent by Kallo. In the event Agent changes its legal  structure or undergoes a substantial change in ownership of its stock or other ownership interest, Kallo shall have the  option of immediate termination of this Agreement. Kallo may assign this Agreement and its interest in the Kallo Mobile  care suite of products to any party without the consent of Agent. This Agreement shall inure to the benefit of any  successor of Kallo and shall not be affected by any change in the ownership or control of Kallo. Agent shall re execute  this agreement within 60 days of the effective date of the change in ownership or change in legal structure or change of  name. Substantial change in ownership is defined as a change in at least 51% ownership of the Agent.

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b) Limitations: Agent shall distribute only Kallo Mobile care suite of products that Agent has obtained from Kallo and  not from any other seller of the Kallo Mobile care suite of products. For Tax reasons such distribution is deemed to  take place at the Agent's business location identified above.

c) Pricing: The pricing given in Schedule A is the transfer price from Kallo to the Agent and the Agent shall, in its  discretion establish a reasonable price for each of the Kallo Mobile care suite of products EULA as per Schedule A.  For Maintenance Contract pricing and details refer to Schedule A, section (9), subparagraph (B). Kallo reserves the  right to revise and republish prices as shown in Schedule A from time to time.

d) Payment terms: For each Kallo Mobile care suite of products license ordered by Agent from Kallo, Agent shall  pay to Kallo the transfer price set forth in Schedule A. 50% of the total amount to be paid with the signed purchase  order, 35% upon shipping of the goods to the carrier at Canadian port and 15% upon completion of the installation.  Upon delivery of the system the Agent is responsible for getting the signed EULA from the customer before the  installation process starts.

e) Taxes: All taxes from the country of origin and destination including customs duty, withholding taxes, any other  levies - international / local and freight and insurance are to the end-user or customers account. The Agent will work  with Kallo to add all applicable taxes to the pricing given in Schedule A and should be paid to Kallo along with the  purchase order and the 50% of the value of the total system

10.ASSIGNMENT

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11.MISCELLANEOUS

a) Complete Agreement: This agreement and the provisions of the current sales agent program guidelines, as  amended from time to time, constitute the entire agreement of the parties with respect to the subject matter hereof  and supersede all previous agreements by and between Kallo and agent as well as all proposals, oral or written and  all prior negotiations, conversations or discussions between the parties related to this agreement. Agent  acknowledges that it has not been induced to enter into this agreement by any representations or statements, oral or  written, not expressly contained herein.

b) Amendment: This Agreement shall not be deemed or construed to be modified, amended, rescinded, cancelled or  waived, in whole or in part, except by written amendment signed by the parties hereto. Refer to Schedule B for  available means of communication to all parties concerned.

c) Unenforceability: If any provision of this Agreement is held to be invalid, illegal or unenforceable, such provision  shall be considered severable from this Agreement and the remaining provisions shall continue in full force and  effect. The parties will replace a severed provision by a provision, which is closest to the intent of the parties.

d) Notices: Notices permitted or required to be given hereunder shall be deemed sufficient if given  i.by registered or certified mail, postage prepaid, return receipt requested, addressed to the addresses given in schedule  B or such other addresses as the respective parties may designate by like notice from time to time, or  ii.by international courier, telefax to or by email, the details of which are given in Schedule B.  iii.Any notice shall be deemed effective when received by the receiving party.

e) Governing Law and Jurisdiction: The laws of the province of Ontario, Canada, govern this AGREEMENT and,  in respect of any dispute, which may arise hereunder; Agent consents to the jurisdiction of the federal and provincial  courts of Ontario, Canada.

f) Counterparts: This Agreement shall be executed in two or more counterparts in the English language and each  such counterpart shall be deemed an original hereof.

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g) Waiver: No failure by either party to take any action or assert any right hereunder shall be deemed to be a waiver  of such right in the event of the continuation or repetition of the circumstances giving rise to such right.

h) Government: If Agent is acting on behalf of any unit or agency of the United States Government, the following  provisions apply:  i.any products Agent acquires under this Agreement for or on behalf of the United States Government are provided to  the United States of America with restricted rights. Use, duplication, or disclosure by the U.S. Government is subject  to restrictions as set forth in subparagraph (c)(l)(ii) of the Rights in Technical Data and Computer Kallo Mobile care  suite of products clause at DFARS 252.277-7013 and paragraph (d) of the Commercial Computer Kallo Mobile care  suite of products-Restricted Rights clause at FAR 52.227-19;  ii.Kallo grants Agent the right to transfer Kallo Mobile care suite of products to the United States government subject  to the following restrictions. With the exception of the Department of Defense, you will not distribute the Kallo  Mobile care suite of products to the United States of America except:  a.on terms at least as restrictive as those set forth in subparagraph (c)(l)(ii) of the Rights in Technical Data and  Computer Kallo Mobile care suite of products clause at DFARS 252.227-7013 and paragraph (d) of the  Commercial computer Kallo Mobile care suite of products -Restricted Rights clause at FAR 52.227-19, and  b.in compliance with particular department or agency acquisition regulations that provide Kallo protection at least  equivalent to that provided by the above-referenced DFARS and FAR provisions.

i) Export Restrictions: Agent expressly agrees to neither directly or through third parties export nor transmit any  Kallo Mobile care suite of Products to any country to which such export or transmission is restricted or prohibited by  applicable regulations or statutes, or any country other than the United States of America or Canada.

j) Non-Disparagement: During the term hereof and for a period of two years thereafter, each of Agent and Kallo  agrees that it will refrain from making any representation, statement, comment or any other form of communication,  whether written or oral (hereinafter collectively referred to as a Communication), to any third party, including but  not limited to the principals, customers, suppliers and competitors of the other party, which Communication reflects  any opinion, judgment, observation or

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    representation of fact, which has the effect or tendency to, or could have the effect or tendency to, disparage,  denigrate, criticize or otherwise reflect negatively on the other party and/or the other party's products, services,  officers, directors, shareholders, employees or investors (a Disparaging Communication). Each party agrees  that it will use all reasonable commercial efforts to prevent its employees from making any Disparaging  Communications regarding the other party and/or the other party's products, services, officers, directors,  shareholders, employees or investors; provided, however, that nothing in this Section (11), subparagraph (j) shall  restrict or impede the exercise of any rights or remedies of a Party under this Agreement.    In Witness Whereof, the Parties hereto have executed this Agreement as of the date below. And confirm, we have  read, understood and agree to the terms of the strategic alliance agreement - mobile care



  KALLO - MOBILECARE

Kallo Inc.           JOHN CECIL     Signature           John Cecil     Name           Chairman & CEO     Title           Markham, ON 24 OCT 2011     Place Date                   Petro data Management Services Limited   Gateway Global Fabrication Ltd.,              BABAJIDE SOYODE   AJAI KUNNATH  Signature   Signature        Babajide Soyode   Ajai Kunnath  Name   Name        Chairman & CEO   President & CEO  Title   Title          Ikeja, Lagos, Nigeria 24 OCT 2011   River State, Nigeria 24 OCT 2011  Place Date   Place Date

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SCHEDULE - A  Description of Kallo Mobile care suite of products

  The Kallo Mobile Medical Clinics are one of a kind in the world having all the diagnostic capability for basic to mid tier specialty  medical care and these units can be used in the following areas to augment healthcare delivery services.     Places where there is no hospitals or clinics and emergency situations     The Mobile Medical Clinics can be taken by road to these areas and patients or causalities can be taken into the vehicle and  treated immediately with effective and real-time consultation with specialists via satellite.     Hospitals where there is no technology available for diagnosis and treatment     The Kallo Mobile Medical Clinics can be driven to, and parked in existing hospitals and patients can get the latest in technology for  diagnosis and treatment, thus many hospitals in villages and rural areas can be upgraded in their healthcare services with latest  equipment for diagnosis and treatment with the specialist care through remote tele-consultation.     The Kallo Mobile Medical Clinics are designed to take comprehensive health care services (preventive, promotive and curative) to  rural remote villages and will reach out to the most underprivileged but needy people across the country.     The services provided are outpatient services, Ante-natal/post-natal services, identification of difficult pregnancy and referral for  institutional care, Immunization- Mother & children, Minor surgery, BP examination, X-ray, ECG, First Aid, Distribution of Iron  Folic tablets, Vit-A Prophylaxis, Treatment of mal-nutrient cases, etc.

  KALLO - MOBILECARE

1.Mobile Acute Care Clinic

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  The Mobile Chemotherapy Clinic serves as an extension to the chemotherapy administration in the regional Oncology departments  of the teaching / general hospitals or dedicated Cancer hospitals.     Blood work is performed the day before and a nurse is then able to contact the patient in advance to review test results and  schedule treatment sessions and advise pre-treatment preparation of the patient. Chemotherapy drugs and related equipment, all  individually packaged for each patient, is received from the Regional Cancer hospital command center.    Chemotherapy chair that includes a chair-side touch-screen interactive system enabling patients to call a nurse, select a book for  reading from the exhaustive electronic library.     Integrative medicine services such as Reiki, acupressure, and massage therapy can be delivered chair-side by specially trained  nurses on staff.  Telemedicine system to enable patients to communicate with their physicians, nurses, and healthcare professionals from other  disciplines and social work.

  The mobile dialysis clinic works exactly like a dialysis center.  The vehicle has the clinical, technical and support staff and is well equipped with the necessary machinery required to perform the  standard procedure for dialysis.  This includes dialysis machine, recliner, power backup, and a water tank with water purified through reverse osmosis (RO)  system.  It has a fully automated and remote controlled dialysis chair, which works like a dialysis bed and there is a monitor defibrillator and  an artificial respirator. It also carries accessories and equipment required to tackle emergencies.  The machine and accompanying accessories can be moved into homes and patients can receive the treatment along the bedside.

  KALLO - MOBILECARE

2.Mobile Chemotherapy Clinic

3.Mobile Dialysis Clinic

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  Our Mobile care is equipped with a dedicated, affordable and accurate CD4+ T-cell and CD4% enumeration in HIV monitoring  and patient follow-up.  The CyFlow® Counter is a fully equipped portable and ultra compact desktop flow cytometer dedicated for routine CD4 and  CD4% counting (as well as total lymphocyte and WBC counting).  Equipped with Portable and Battery-Operated Fluorescence Microscope for Malaria diagnostics and monitoring.  The Partec CyScope® is a microscope for fluorescence light detection employing incident UV light and transmitted light detection.  Integrated with a CCD camera for taking images of the slide for further investigation by image analysis software.

  The Mobile Clinic Command Center is installed in Specialist / Teaching hospitals to provide real-time support for the Front line  Medical officers and staff in the Mobile Clinics for Clinical care-plan, clinical treatment protocol, clinical diagnostic protocol and  procedures to optimize the Mobile clinic function and to establish seamless continuum of care.    Each Command Center, based on the throughput of patients in the Mobile clinics can manage on an average of 4-5 Mobile clinics.    Note:





  KALLO - MOBILECARE

4.Mobile HIV & Malaria Clinic

5.Mobile Clinic Command Center

a)Medications and medical consumables are not provided in the Mobile Medical Clinics and shall be provided at additional cost.  b)Auxiliary equipment for the Mobile Clinics:

i)Stretchers, backboards, collars, drugs, medications and other medical supplies can be provided at additional cost.  ii)All medical supplies to the government shall be on a contract supply based on demand, negotiated after the principal  purchase order is placed for the Mobile Clinic.

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  Paramedic staff in Kallo's Mobile Medical Clinics are provided a high level of pre-hospital medical training involving key skills not  performed by technicians, including cannulation, cardiac monitoring, intubation etc., by Kallo's Internationally accredited doctors.

  Specialty training (Focused on providing specialty care in conjunction with Specialists at teaching hospitals or Specialist care  hospitals such as Pediatrics, Cardiology, Nephrology etc.,) for Front line Medical officers and staff in the Mobile Clinic and the  Command center provided at additional cost based on assessment of resources and training requirements.

  Basic training for Front line Medical officers and staff is included in the cost. This training is for the duration of 1 week and can  hold 10 people.    Student Material for ACLS for one student is US$80/-  (Includes quick access algorithm cards)  Text Book for Basic Trauma and life support for one student is US$120/-  Cost of Training per any additional week of 5 days is US$ 40,000/- (For Doctors and Clinical/Biomedical Engineers travel stay and  charges)





  KALLO - MOBILECARE

6.Training:

7.Specialty training:

8.Basic training:

9.Maintenance:

A.Mobile Clinic and Command Center maintenance is included in the Five year Standard Mandatory Maintenance as per the  Program description given in Schedule E

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SCHEDULE - B  Communication



  KALLO - MOBILECARE

KALLO  Inc.,

Attn: Mr. John Cecil  Address: 15 Allstate Parkway, Suite #600    Markham, Ontario, L3R 5B4    Canada  Telephone:+1-416-246-9997  Fax: +1-905-415-0332  Email: john@kalloinc.com    anna.s@kalloinc.com      Petro data Management Services Limited.,  Attn: Mr. Babajide A. Soyode  Address: Motorways Centre Block 'B', Ground Floor 1    Motorways Avenue, Alausa,    Lagos, Nigeria.  Telephone:+234-01-2708786  Fax: +  Email: info@petrodata.net    Jide.soyode@gmail.com      Gateway Global Fabrication Ltd.,  Gateway Canada and Gateway International Inc.,  Attn: Mr. Ajai Kunnath  Address: GATEWAY GLOBAL FABRICATION LTD.    No-2 Olodu Street,    Off Oluobasanjo Road,    Portharcourt, Rivers state, Nigeria.  Address: Gateway Canada.    147 Spring Gate Blvd.,    Thorn hill, Ontario, L4J 2B2  Tel: +1-647-288-2763  Mobile: +1-647-9385471  Fax: +  Email: ajai.kunnath@gvcal.com

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SCHEDULE - C  Roles and Responsibilities defined for Kallo's Mobile Care operations in Nigeria under this Strategic Alliance  Agreement  PETRODATA    OPERATIONS

  ADMINISTRATIVE

  KALLO INC



  KALLO - MOBILECARE

1.Customs clearance and delivery of Mobile Clinics.  2.Training of Client's Operations  3.Personnel of various cadres, doctors, nurses, paramedics, drivers, and medical technicians / technologists  4.Maintenance of medical equipment  5.Maintenance of the automobile and the engine of the Mobile Clinic and diesel generators  6.Procurement of communication channels such as satellite feed and high-speed internet connectivity for Command Centers  7.Provision of data acquisition and back-up storage systems  8.Supply of all local manpower, not provided by clients  9.Supply of residential accommodation, land transport, and general  10.Welfare amenities to all foreign personnel  11.Specialized IT and satellite communication support for Mobile Clinics

1.Letters of invitation to Kallo personnel for visas  2.Procurement of all import permits and licenses  3.Accommodation, welfare, and security arrangements  4.Arrangements for meetings with various organizations  5.Local transportation and security  6.Employment of local operational support staff, as required

1.Supply of Mobile Clinics and all operating equipment and software  2.Supply of all training personnel and materials for clinical staff (Doctors, Nurses and Front line Medical officers) and Biomedical  Engineers and software Engineers.  3.Sourcing of backup foreign medical consultants, as required  4.Tele-health consulting for second opinion from medical specialists from US, Canada and UK  5.Procurement of all export permits and licenses  6.Supply of drugs/medications and spare parts during and after the warranty period.

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      GATEWAY

  BAS CONSULTANTS INTERNATIONAL CORPORATION (BASCIC)

  KALLO - MOBILECARE

1.Purchasing and transportation of Mobile Clinics, operating equipment, spare parts, medical consumables, drugs/medications to  various distribution centers in Nigeria to replenish stocks in the Mobile Clinic, from Kallo Inc. Canada.  2.Customs clearance and inland transportation  3.Assistance with local market development and liaison with clients

(Engr. B. A. Soyode)



SCHEDULE - D  Mutually accepted Sales Target



1.All Parties in this agreement appoint BASCIC as Project manager without prejudice.  2.Project development, management and coordination  3.Liaison with Governments and clients and responsible for payments to Kallo and supply chain management of Medical  consumables and medications/drugs from Kallo.

Mobile Clinics Year Estimated Value Remarks  2 Q4 2011 $14.575 Million To retain Exclusivity for Nigeria  3 Q1 - Q2 2012 $21.863 Million To retain Exclusivity for Nigeria  2 Q3 - Q4 2012 $14.575 Million To retain Exclusivity for Nigeria  3 Q1 - Q2 2013 $21.863 Million To retain Exclusivity for Nigeria  2 Q3 - Q4 2013 $14.575 Million To retain Exclusivity for Nigeria  3 Q1 - Q2 2014 $21.863 Million To retain Exclusivity for Nigeria  2 Q3 - Q4 2014 $14.575 Million To retain Exclusivity for Nigeria  3 Q1 - Q2 2015 $21.863 Million To retain Exclusivity for Nigeria  2 Q3 - Q4 2015 $14.575 Million To retain Exclusivity for Nigeria  3 Q1 - Q2 2016 $21.863 Million To retain Exclusivity for Nigeria  2 Q3 - Q4 2016 $14.575 Million To retain Exclusivity for Nigeria

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SCHEDULE - E    Mandatory Medical Equipment Service Program for Five-year Warranty    All equipment provided in the Mobile Clinic are covered under this program and the service provision is a very unique model, where  Senior Biomedical Engineers trained and certified by the manufacturers are to perform the following services located at Kallo  Headquarters, coordinate with the manufacturers and the local onsite support Biomedical Technicians and provide the following  services:



  This program has a set of planned routine maintenance schedule for each device of medical equipment based on the original  equipment manufacturers' recommendations, applicable codes and standards given in section 7.

  This program has scheduled and unscheduled calibration of the medical equipment in the Mobile Clinic. Each medical device has a  scheduled calibration of certain parts critical to the functional accuracy of the equipment, which is carried out as per the original  equipment manufacturers' guidelines. The unscheduled calibration of the equipment is normally carried out if and when there is a  request from the staff or doctors when they observe certain calibration errors.

   Safety of patients, staff, and environment is paramount to the success of the Mobile Care project. The Joint Commission on the  Accreditation of Healthcare Organizations publishes annual lists detailing National Patient Safety Goals  to be implemented by  healthcare organizations. Goals are developed by experts

  KALLO - MOBILECARE

1.Planned and Corrective Maintenance  2.Calibration of Medical Equipment  3.Patient, Staff and Environment safety  4.Breakdown Services and Maintenance  5.Application and operation support  6.Risk Management  7.Codes and Standards adherence for International compliance

1.Planned and Corrective Maintenance

2.Calibration of Medical Equipment

3.Patient, Staff and Environment Safety

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    in patient safety, nurses, physicians, pharmacists, risk managers, and other professionals with patient-safety experience in a variety of  settings. Patient safety is among the most important goals of every healthcare provider, and participation in a variety of committees  and processes concerned with patient safety provides a way for biomedical managers and clinical engineering departments to gain  visibility and positively affect their workplace.     Kallo's Patient and Operator Safety Program uses a comprehensive software where in the actual work process within the Mobile  Care Clinic is monitored by the onsite Biomedical Technicians guided by the Senior Biomedical Engineers at Kallo Headquarters  qualified for managing the patient, staff, and environment safety to international standards.

   The program covers all equipment in the Mobile Clinic. The local onsite Biomedical technicians will be the first response team to  attend to any and all breakdown calls from the Mobile Clinic. The Biomedical Technicians will then have Kallo Biomedical Engineer  support to resolve the issues as quickly as possible. After the breakdown service is carried out and the equipment is fixed and  recalibrated, the Senior Biomedical Engineers would then advise if a maintenance service has to be carried out to due to the nature of  breakdown.

   The program covers all medical equipment in the Mobile Clinic. Kallos'  Certified Clinical Engineers / Biomedical Engineers and  Clinical Application support specialists will be available via Video/Teleconference/Telehealth systems in the Mobile clinic for all  clinical application support in using technology for diagnostic and therapeutic healthcare services. This is a critical component of the  program offered in order to make it successful in using technology at the front end which is normally neglected by all medical  equipment manufacturers' when the equipment is deployed in remote areas with medical staff who are not exposed to technology as  the case may be in urban areas, developed cites or countries.

   This program helps avoid the likelihood of equipment-related risks, minimize liability of mishaps and incidents, and stay compliant with  regulatory reporting requirements.     In addition, user error, equipment abuse, no problem/fault found occurrences

  KALLO - MOBILECARE

4.Breakdown Service and Maintenance

5.Application Support

6.Risk management

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    must be tracked to assist risk management personnel in determining whether additional clinical staff training must be performed.     Risk management for IT networks incorporating medical devices will be covered by the standard ISO/IEC 80001. Its purpose is:  Recognizing that MEDICAL DEVICES are incorporated into IT-NETWORKS to achieve desirable benefits (for example,  INTEROPERABILITY), this international standard defines the roles, responsibilities and activities that are necessary for RISK  MANAGEMENT of IT-NETWORKS incorporating MEDICAL DEVICES to address the KEY PROPERTIES. Such as ISO  20000 in the context of medical applications, e.g. configuration, incident, problem, change and release management, and risk analysis,  control and evaluation according to ISO 14971. IEC 80001 applies to RESPONSIBLE ORGANIZATIONS, MEDICAL DEVICE  manufacturers and other providers of information technologies for the purpose of comprehensive RISK MANAGEMENT.    7. Codes and Standards adherence for International compliance:    1. JCAHO Comprehensive Accreditation Manual  2. AABB  3. NFPA 99  a. Gas and Vacuum Systems  b. Electrical Systems  4. FDA  5. SMDA  6. OSHA

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SCHEDULE - F  Medical Equipment description  Blood Chemistry Analyzer

  KALLO - MOBILECARE

Advanced i-STAT Cartridge Technology or equivalent system    Most Comprehensive Bedside Testing Platform:    i-STAT cartridge technology streamlines traditional lab technology, yet contains many of the components found in complex lab testing  systems. Each test cartridge contains chemically sensitive biosensors on a silicon chip that are configured to perform specific tests.  To perform a test, 2 to 3 drops of blood are applied to a cartridge, which is then inserted into the i-STAT handheld. Prior to running a  test, each cartridge initiates a series of preset quality control diagnostics, from monitoring the quality of the sample to validating the  reagent.    Each i-STAT single-use cartridge uses advanced biosensor technology that applies microfluidics to process the most comprehensive  range of clinical tests in a single platform, allowing clinicians to access the time-sensitive diagnostic information they need, when and  where they need it. Available tests include diagnostic indicators related to disease state and clinical practice guidelines.    Test-specific, single-use i-STAT cartridges are available for a range of clinical tests, including cardiac markers, lactate, coagulation,  blood gases, chemistries and electrolytes, and hematology.    Delivers lab-quality test results to the clinician within minutes  The portable i-STAT handheld makes patient-side testing easy:

  Patient-side testing is as easy as entering the operator and patient information into the handheld, inserting one of the several testing  cartridges, and then viewing test results:



·requires no special sample preparation or user calibration; maintenance is minimal  ·weighs 18 ounces, making it completely portable  ·features ergonomically designed soft keys for comfort and ease of use

·The system prompts users step by step through the testing process  ·Operator and patient information can be entered via barcode scanner  ·Operator lockout prevents unauthorized users from performing or viewing test results

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With over 50,000 handhelds placed in high-acuity settings worldwide-including over 1,800 hospitals-and over 35 million test cartridges  produced annually, the i-STAT System is trusted to provide lab-quality results.    i-STAT Integration Into Point-of-Care Data Management and Electronic Medical Records  The i-STAT® System can integrate test results with your Lab Information System (LIS) and Electronic Medical Records (EMR).  This is achieved through flexible connectivity and interfacing solutions, which serve to ensure your facility gets real-time results in the  patient electronic chart.    i-STAT System integration with Laboratory Information Systems (LIS)/Electronic Medical Records (EMR)

  The i-STAT System connects to the Point-of-Care Data Management System of your choice and then interfaces to the EMR via  your LIS. Integration options include:

  Addressing Documentation Challenges with STATNotes™  STATNotes is a highly customizable documentation solution for the i-STAT 1 handheld. This unique feature facilitates timely  documentation of complex and critical data by prompting the user to enter information into the i-STAT 1 during the testing process.  The information is then automatically uploaded to the patient chart with the test results. Customizing your i-STAT System to prompt  data entry:

  KALLO - MOBILECARE

·Test results are uploaded automatically when the i-STAT handheld is placed in a downloader

·The Central Data Station System from Abbott Point of Care  ·Abbott Diabetes Care PrecisionWeb®  ·Medical Automation Systems RALS+™ RALS® Plus  ·Telcor Quick-Linc®

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STATNotes can help guide users to be compliant with The Joint Commission National Patient Safety Goals and hospital policies. For  example, many of our customers use STATNotes to capture comprehensive ventilator setting information, documentation of critical  test notification, and read back acknowledgment of critical tests and critical values.  Data Management and Laboratory Regulatory Compliance  The i-STAT System gives you control over who can use the device and access test results. It also offers many features designed to  help laboratories maintain regulatory compliance, such as:

  Abbott Point of Care will work with your team to ensure seamless integration with your data management system.    Urine Chemistry Analyzer  CLINITEK Status® Analyzer or equivalent system  Intended Use

  Table of Results  The results shown in shaded areas will be marked as positives, if mark positive results is selected in Instrument Set Up. The results  will be marked by asterisks when displayed, when printed and when the data is transferred to a host computer.

  KALLO - MOBILECARE

·streamlines workflow  ·helps reduce errors  ·allows for increased efficiency  ·facilitates compliance

·managing operator certification and device lockout  ·reporting on operator performance  ·reporting on both liquid and equivalent quality control  ·reporting on reagent usage  ·laboratory Information System interfacing

·The Analyzer is for in vitro use in the semi-quantitative detection of albumin, bilirubin, blood (occult), creatinine, glucose, ketone  (acetoacetic acid), leukocytes, nitrite, pH, protein, specific gravity and urobilinogen in urine samples, depending on the type of  Siemens urinalysis strip used.  ·The semi-quantitative calculation of albumin-to-creatinine and protein-to-creatinine ratios in urine samples, when Clinitek®  Microalbumin and Multistix PRO® Reagent Strips for Urinalysis are used.  ·The detection of human Chorionic Gonadotropin (hCG) in urine samples, when Clinitest® hCG cassettes are used.

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      Urinalysis has become an indispensable tool in healthcare. 

  In today's busy physician's office environment, interruptions are frequent and can contribute to timing errors and variability in results  when urinalysis strips are read visually. Studies have shown that when urinalysis is performed with an instrument, sensitivity is  increased and positives are correctly identified and reported.1

      1. Tighe P. Improving the quality of urine strip testing: The Clinitek 50 urine chemistry analyser. Euro Clin Lab, June 1997,16:20.

  KALLO - MOBILECARE

·Provides important markers to detect early stages of many disease states, such as diabetes, kidney disease and urinary tract  infections.  ·Enhances disease monitoring and patient management.  ·Semi-quantitative results have proven to be cost-effective and virtually immediate.

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    Digital Radiography System  RadPRO D2RS Dynamic Digital Remote RF System or equivalent system  Digital Radiography & Fluoroscopy Solutions

  Features



  KALLO - MOBILECARE

•Canon CXDI-50RF Dynamic/Static Digital Radiography System The RadPRO D2RS Dynamic Digital Remote RF  System is compatible with the Canon CXDI-50RF Dynamic/Static Digital Radiography System that includes a Cesium Iodide  scintillator. Including both dynamic and static capabilities, high resolution images are produced and may be previewed within 2-4  seconds after exposure in the radiography mode with the optional monitor. The radiography mode produces up to 15 frames per  second (fps), and up to 30 fps in the fluoroscopy mode, depending on the image capture mode and size. The detachable cable  allows the digital detector to be used in multiple rooms or multiple locations within the same room.  •Dynamic and Static Imaging The Canon CXDI Control Software RF, designed specifically for the Canon CXDI-50RF  Dynamic/Static Digital Radiography System, features a wide range of fluoroscopic procedures and includes all the standard  DICOM functions. Exams include spine, Osteo-articular, Barium swallow and esophagus, stomach and small intestine, Barium  enema and large bowel, Endoscopy/ERCP, Urography, Cystography, Hysterosalpingography, Myelography, Arthrography,  Venography and more. The software also delivers high-resolution images, generator communication for preset X-ray  parameters, provides actual exposure factors and patient dose information in the DICOM header. Studies that require full spine  and long leg imaging are fully automated. With the automated stitching capability up to 4 images can be stitched together.  

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  Digital Retina Scanner  CR-2 PLUS or equivalent system  Digital Non-Mydriatic Retinal Cameras

  Overview The Canon CR-2 PLUS Digital Non-Mydriatic Retinal Camera provides Color and Fundus Autofluorescence (FAF) imaging within a  small compact design. Geographic Atrophy, Macular Degeneration, Glaucoma, Diabetic Retinopathy and other conditions that can  affect vision may also be identified and monitored using FAF mode. Using invisible infrared alignment light, the digital non-mydriatic  camera may image patients with pupils as small as 3.3 mm (small pupil mode) without dilation drops. This is especially useful when  performing retinal screenings or expediting routine retinal imaging exams during office visits.  

  KALLO - MOBILECARE

• High Quality Images High resolution static images can be previewed within 3-5 seconds after exposure on a monitor  (optional). Images may be configured automatically with post-processing and are ready to be printed or transmitted through  the network using industry standard DICOM protocols.  • Full Patient Coverage End-to-end table coverage is available when the motorized tube column angulation is  combined with the motorized tube rotation. The motorized table adjusts the height, and the low minimum height simplifies  access for patients with mobility issues. When patients arrive at the radiology room on a trolley or in a bed, Smart Access  provides clear access to a 47 inch (120 cm) section of the table top to allow for a simplified transfer. The table loading  capacity accommodates patients weighing up to 500 lbs (230 kg).  • Auto-Positioning  able movements, collimation and spectral filtration settings, exposure and digital acquisition  parameters may be administered with the single touch, remote-controlled user-interface reducing the preparation time needed  for exams.  

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    Features



  KALLO - MOBILECARE

•Non-Mydriatic Fundus Autofluorescence (FAF) Photography Fundus Autofluorescence (FAF) helps monitor macular  waste (e.g. lipofuscin) which can accumulate in the Retinal Pigment Epithelial (RPE) layer. The accumulation of macular waste  can cause conditions such as Age-Related Macular Degeneration (AMD) which can lead to reduced vision. The FAF mode  may be selected by pressing only one button.  •Digital Filter Processing Red-Free and Cobalt digital filters are included and provide enhanced screening exams. Red-Free is  used for evaluating the Retinal Nerve Fiber Layer (RNFL) and vascular structure of the retina associated with documenting  Glaucoma, Diabetic Retinopathy or Hypertension. The Cobalt filter is also used for evaluating the RNFL, as well as Optic Disc  and Optic Disc Drusen. Additionally, Green (Vascular view) and Red channel (Choroid view) digital filter views are also  included.  •Compact and Lightweight  he small design of the CR-2 PLUS facilitates portability when needed using an optional hard shell  transport case sold separately. Canon instrument tables (sold separately) may comfortably fit both the camera and computer  workstation (sold separately). The space saving design also allows for use in limited office space environments.  •Dedicated EOS Camera Technology  Hgh quality diagnostic images are obtained using a dedicated camera for the CR-2  PLUS which incorporates a large, high-definition CMOS sensor with 18 megapixels. When the camera cover is removed, the  LCD may be adjusted to a variety of titled angles to suit the user's point of view.  •Low Flash Intensity and ISO Sensitivity  Th low flash intensity of the CR-2 PLUS minimizes miosis, thus shortening the  time required for taking multiple view exams or stereo images. The reduced brightness improves patient comfort and reduces  the ghost image the patient sees after an exposure. A wide range of low ISO speeds are supported including ISO 200, 400,  800, 1600, 3200 and 6400.  •Automatic Exposure Function  TheCR-2 PLUS measures the volume of infrared light from the retina and automatically  adjusts the flash intensity for observation and photography. This feature may be set to ON/OFF and can be adjusted using the  operation panel.  •Control Panel  The implified design of the control panel can be easily handled by an examiner. The one-handed joystick may  be used to position the camera to acquire the desired image. In darkly lit rooms, the operation panel illuminates for easier  navigation. The short main body of the CR-2 PLUS provides minimal distance between the patient and the operator allowing  easy access to adjust the patient's position or eyelids.  •Retinal Imaging Control Software  Usingthe Canon Retinal Imaging Control Software (RICS), images can be captured,  viewed, processed, printed and saved to a permanent storage database. The Canon RICS complies with the DICOM®*  Standard. Images may be stored as DICOM or JPEG files. For more information, visit Retinal Imaging Control Software.  

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    Ultrasound Scanner  LOGIQ 9 or equivalent system

  E-Series transducers Incredible transducer technology makes imaging incredibly easy.  E-Series transducers set an entirely new standard in  acquiring extraordinary images. The moment you put the transducer on the patient, these highly advanced, ergonomically designed  transducers work with the agile architecture to maximize image quality.  

    Highly advanced transducer technologies for high-quality images:

  Acoustic Amplifier Technology built into the new E-Series transducers achieves higher sensitivity by recycling the acoustic  energy that used to pass through the transducer crystal. It redirects this previously wasted energy back into the piezoelectric crystal,  adding significantly to the transducer sensitivity.

  KALLO - MOBILECARE

·Acoustic Amplifier Technology  ·Single Crystal Technology  ·Matrix Array Technology  ·Volume Hybrid Technology

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    Single Crystal Technology increases bandwidth, offering better signal to noise and improved axial resolution and penetration.    Matrix Array Technology helps achieve uniform resolution throughout the field of view, eliminating the compromise between  penetration and image resolution.    Volume Hybrid Technology encompasses a new range of Volume transducers bringing an outstanding spatial and temporal  resolution.    LOGIQ E9 knows the next step of a scan and helps you get there like no other ultrasound system can. It's all part of the  technologically advanced Scan Assistant, your customizable scanning protocol.    Scan Assistant does things that an ultrasound system has never done before, including automatically steering color Doppler and  setting up imaging controls and modes for you. Now you can truly concentrate less on keystrokes and more on patient care.    Digital Smartscope

  KALLO - MOBILECARE

Optomed Smartscope or equivalent system    Optomed Smartscope is a digital camera that provides general, ophthalmoscope, otoscopic and dermatoscopic imaging with one hand  -held device.







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    Multi Function Digital Stethoscope  CMS VESD Digital Stethoscope or equivalent system

     CMS-VESD is a multi-functional visual stethoscope. On the basis of stethoscope function, it is added with ECG and SpO2 monitoring  function. The multi-functional characteristic of the device makes it is effective on emergency treatment.

Specification

Stethoscope



  KALLO - MOBILECARE

·Compact and portable, easy to use  ·Suitable for adult, pediatric and neonatal patients.  ·Heart, Lung, Heart and Lung sound models for Stethoscope.  ·Large color LCD display of ECG, SpO2 and Pulse rate  ·Adjustable audible and visual alarms  ·Real-time monitoring.24 hours storage and review of data  ·SD card memory, all data can be transferred to a PC  ·Low power consumption.

·Power Supply : Lithium Battery DC3.6~DC4.2V  ·Display : 2.4 Color LCD

·Heart：20～230Hz  ·Lung：100～800Hz  ·H& L：20～800Hz  ·Accuracy:± 2 bpm

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    Heart Rate

   Pulse Rate

   SpO2

  Patient Weighing Scale for Telehealth  UC321 Digital Weighing scale or equivalent system    Personal Scales for Telemonitoring



  An accurate and precise scale specifically designed for telemedicine applications.  The UC-321 series provides highly accurate and precise measurements for telemedicine applications. These scales are one of the  thinnest and lightest scales on the market. Measuring less than 1 thick, it is easy to step on and store.

  KALLO - MOBILECARE

·Measurement range: 30bpm～300bpm;  ·Accuracy: ± 2 bpm

·Measurement range: 30bpm 250bpm;  ·Accuracy: ± 2 bpm or ± 2%

·Measurement range: 35%～100%;  ·Accuracy: 70~100% (± 2% ) <70% unspecified.

·Precise measurements  ·Displays weight in either pounds or kilograms  ·Memory recall with time/date stamp on select models  ·Includes four attachable feet for carpet use  ·Motion Tolerance Mode on select models

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  KALLO - MOBILECARE

This sleek and stylish unit offers more precise readings and functionality compared to traditional scales. Available with wired or  wireless communications.    Digital Blood Pressure Monitor for Telehealth  AND Digital Blood Pressure Monitor or equivalent system    Blood Pressure Monitors for Telemonitoring



  A leading blood pressure monitoring system among telemonitoring service providers.  This blood pressure monitor can send real-time blood pressure measurements to the Access Point. These devices can also operate in

·Professional accuracy via oscillometric method  ·Clinically validated  ·One button operation  ·Memory storage  ·Provides time and date stamp  ·Each monitor has unique serial number  ·Meets ANSI/AAMI SP10 standards

a batch-mode to send a number of measurements with time and date in a single request command. Available with wired or wireless  communications.            Page 42





      Telepharmacy Solution    Integrates remote or local pharmacist-controlled dispensing system cabinetry and software, pharmacy software and televideo  technology into one system individually designed to meet all your needs. It brings real-time medication dispensing and pharmacist  counseling to the point of care.

Improves patient care and satisfaction



  KALLO - MOBILECARE

·Provides immediate medication access - no more waiting or unnecessary trips.  ·Enhances prescription fulfillment - resulting in greater patient compliance.  ·System software/multiple barcode verifications virtually eliminate dispensing errors.

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SCHEDULE - G  Kallo Mobile care suite of products  (Price is subject to change based on the requirement and configuration of various systems in the Mobile Clinic, and is exclusive of taxes,  levies custom duties, freight and insurance.)

  KALLO - MOBILECARE

Description Kallo Price Agent Markup End user price Mobile Acute Care Clinic - Base price $2,650,000 $265,000 $2,915,000

  NOTE:  PRICING INCLUDES TELE PHARMACY SYSTEM COSTING $150,000/ - FOR EACH MOBILE CLINIC.

Standard Mandatory Maintenance Service for 5 years $2,915,000 $1,457,500 $4,372,500     $1,722,500 $7,287,500                 Description Kallo Price Agent Markup End user price Mobile Chemotherapy Clinic - Base price $1,850,000 $185,000 $2,035,000 Standard Mandatory Maintenance Service for 5 years $2,035,000 $1,017,500 $3,052,500     $1,202,500 $5,087,500                 Description Kallo Price Agent Markup End user price Mobile Dialysis Clinic - Base price $1,600,000 $160,000 $1,760,000 Standard Mandatory Maintenance Service for 5 years $1,760,000 $880,000 $2,640,000     $1,040,000 $4,400,000                 Description Kallo Price Agent Markup End user price Mobile HIV & Malaria Clinic - Base price $1,800,000 $180,000 $1,980,000 Standard Mandatory Maintenance Service for 5 years $1,980,000 $990,000 $2,970,000     $1,170,000 $4,950,000                 Description Kallo Price Agent Markup End user price Command Center for Mobile Clinics $550,000 $55,000 $605,000 Standard Mandatory Maintenance Service for 5 years $605,000 $302,500 $907,500     $357,500 $1,512,500

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Question: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?
Agent agrees that it shall take no action inconsistent with Kallo ownership of the  Trademarks and agrees not to challenge Kallo's rights in or attempt to register any of the Trademarks, or any other  name or mark owned or used by Kallo or any mark confusingly similar thereto.