RECITALS A definition

RECITALS A. In accordance with the Agreement and Plan of Merger, dated as of January 15, 1997 (the "Merger Agreement") among Parent, Merger Sub and Target, Target Shareholders received shares of Common Stock, $.01 par value, of Parent ("Parent Common Stock") in exchange for their shares of Common Stock, $.01 par value, of Target ("Target Common Stock"). In connection with the Merger Agreement, Parent granted Target Shareholders demand and piggyback registration rights pursuant to the Registration Rights Agreement of even date herewith (the "Registration Rights Agreement").

RECITALS A. SmartGate is engaged in the business of marketing certain safety sensing technology products and desires that the sale and use of such products be actively and diligently promoted in the high speed industrial door industry as further defined in Exhibit "A" ("the Industry") and associated aftermarket products for the Industry.

RECITALS A. The parties entered into a Restricted Stock Acquisition Agreement dated as of July 31, 1996 (the "Agreement").

RECITALS A. The Holder has agreed to convert all of the shares of Preferred Stock it holds into common stock of the Company, par value $0.001 per share (the “Common Stock”), on the terms and subject to the conditions set forth in this Agreement.

RECITALS A. Noteholder's predecessor in interest, ▇▇▇▇▇ Fargo Bank, National Association ("Original Lender"), made a loan to Borrower in the original principal amount of Fourteen Million One Hundred Thousand and no/100 Dollars ($14,100,000.00) ("Loan"), under the terms and provisions set forth in the following loan documents, all of which are dated as of September 22, 2006, unless otherwise noted:

RECITALS A. The Executive serves as a key employee of the Company, and the Executive’s service and knowledge are valuable to the Company in connection with the management of one or more of the Company’s principal business units, divisions, departments, or functions; B. The Company’s Board of Directors (the “Board”) believes it is in the best interests of the Company and its shareholders to provide the Executive with certain protections in the event of the Executive’s termination of employment under certain circumstances or a Change in Control of the Company; C. It is understood that if the Executive has an existing employment agreement with the Company, then this Agreement is intended to provide certain protections to the Executive that are not afforded by such employment agreement and/or supersede such provisions of the employment agreement that relate to the subject matter hereof; however, this Agreement is not intended to provide benefits that are duplicative of the Executive’s current benefits; and D. Upon the Effective Date, this Agreement will supersede all previous agreements, if any, between the Company and the Executive that (i) provides compensation and benefits to the Executive upon the occurrence of a Change in Control and certain termination events specified herein or (ii) includes restrictive covenants. Capitalized terms not defined herein shall have the meanings set forth in Schedule A – Definitions or Schedule B – Section 409A and Section 280G Matters, which are attached hereto and incorporated herein. AGREEMENT

RECITALS A. The Company was formed by OE-TO, LLC, a Colorado limited liability company ("Seller"), pursuant to the filing of Articles of Organization with the Secretary of State of the State of Colorado on August 12, 2013 and is amanager-managed limited liability company.

RECITALS A. The premises ("Premises") situated on certain real property in Richland County, South Carolina legally described on EXHIBIT "A" attached hereto are subject to a certain Lease Agreement dated June 12, 1975, between Frastacky (U.S.) Properties Limited Partnership, successor in interest to ▇.▇. ▇▇▇▇▇▇▇▇ & Co., Inc., as landlord, and Sublandlord, successor in interest to Western Electric Company, Inc., as tenant, as amended by that certain First Amendment to Lease dated March 27, 1991, and that certain Second Amendment to Lease Agreement dated February 23, 1993 (as amended, the "Lease").

RECITALS A. The parties have entered into a License Agreement dated April 2, 1981 (the "1981 License Agreement") under which ▇▇▇▇▇▇▇ granted exclusive rights to Keebler to utilize certain patents and proprietary information belonging to ▇▇▇▇▇▇▇, and technical information known to ▇▇▇▇▇▇▇, to manufacture and sell snack food products developed by ▇▇▇▇▇▇▇ or jointly by ▇▇▇▇▇▇▇ and Keebler. Pursuant to the 1981 License Agreement, Keebler has test marketed and introduced for sale on a regular basis certain of said snack food products.