Rev PUR AG 3.15 PURCHASE AGREEMENT This Purchase Agreement ("Agreement") is made and entered by and between the _________ _ ("Customer"), having its princ ipal place of business and HemoCue America, a division of Radiometer America Inc. (" HemoC ue") having its principal place of business at 250 South Kraemer Blvd., Mailstop: BI.SW.I I, Brea, CA 92821.

I. Introduction. HemoCue is a medical device distributor special iz ing in analyzer systems (consisting of analyzer instruments and disposable microcuvettes) for point-of-care testing.

2. Effective Date and Term. Unless terminated pursuant to Section 9 hereof, the term of this Agreement shall commence on the date that the last authorized s ignature is affixed (the "Effective Date") and expire three (3) full years thereafter (the "Term").

3. Pricing. Customer shal l purchase the microcuvettes and/or other products (each a " Product") set forth in the table re flected in Exhibit A attached hereto (the " Product Table") at the price(s) set forth in the "Discount Price" column of the Product Table (the " Discount Price" per Product). Products purchased by Customer not listed in the Product Table shall be at HemoCue's then current Manufacturers Suggested Retail Price (MSRP) for such Product. The pricing excludes any applicable excise, sales and use tax, and unless Customer provides documentation that it is exempt from the particular taxes, Customer shall pay all applicable excise, sales, and use taxes. Customer shall purchase the Products for its own use and not for resale or distribution.

4. Order Commitment I Price Adjustment. (a) Customer agrees to purchase, during each year of the Term, I 00% of Customer's WIC clinic needs of each Product set forth in the Product Table. (b) Customer acknowledges that the Discount Price reflects Customer's commitment to purchase from Hemocue I 00% of Customer's WIC cl inic needs for each Product set forth in the Product Table during each year of the Term. In the event Customer fails to satisfY the commitment to purchase I 00% of its WIC cl inic needs for any Product listed in the Product Table during any year of the Term, (a) Customer sha ll be invoiced for and shall pay the difference between the amount set forth in the "Base Price" column of the Product Table (the " Base Price" per Product) and the Discount Price for each unit of such Product purchased hereunder since the commencement of the Term, and (b) Customer's price for each unit of such Product purchased during the balance o f the Term shall be the applicable Base Price in lieu of the Discount Price. (c) HemoCue may retroactively invoice Customer for pricing adjustments in respect of Customer's fai lure to purchase 100% of Customer's WIC clinic needs for any Product listed on the Product Table fi·om Hemocue.

S. Order Fulfillment. HemoCue shall use its commercially reasonable efforts to make shipments to Customer of Products on or before each requested shipment date. Customer's sole and exclusive remedy for HemoCue's failure to deliver Products shall be to cancel its purchase order. HemoCue reserves the right to change and to discontinue any of the Products by providing thirty (30) days prior written notice to Customer. Customer purchase orders sha ll not contain any terms or conditions that are inconsistent with this Agreement. Any inconsistent terms contained in Customer purchase orders are hereby objected to and rejected.

6. Payment Terms. Based on approved credit (which shall be determined by HemoCue in its sole discretion), Customer shall pay HemoCue invoices within 30 days of invoice date. For all invoices unpaid after thirty (30) days, a 1.5% service charge may be added each month ( 18% per annum) at the discretion of HemoCue. Secondly, HemoCue, within its sole discretion, may require future orders by Customer to be paid in full in advance of shipment of the order by HemoCue. HemoCue reserves the right to withhold shipment of Products in the event Customer is in default of its payment obligations. Customer sha ll remit payments to Customer shall remit payments to: HemoCue America I Radiometer America, 32669 Collection Center Drive, Chicago, IL 60693-0326.

7. Shipping Terms. HemoCue will ship products in accordance with its standard shipping schedule to locations identified by Customer. All sh ipments are F.O.B. shipping point, Roselle, IL, USA, or such other shipping point to be designated by HemoCue. Customer will pay for shipping and handling charges, which wi ll be added to each invoice. Upon shipment, Customer is responsible for theft or other risk of loss of Products. Rev PUR AG 3. 15

8. Product Returns. In the event that customer should have the need to return any item back to HemoCue, customer must contact our customer service to receive Return Goods Authorization Number (RGA#). Returns without prior HemoCue authorizations will not be accepted. Cuvettes, controls and calibration materials are non-refundable. Any product shipped to customer in error will be accepted for return. Any items shipped to customer because of error on customer part such as, wrong item number, over ordering, discontinued use, outdated, etc. are not returnable for credit. Authorized returns of instruments will not be accepted after 30 days from invoice date. Returns will not be accepted via C.O.D./collect. All returned items must be received in resalable condition and are subject to a 15% restocking fee.

9. Termination. a. Each patty shall have the right to terminate this Agreement upon thitty (30) days ' written notice if the other party is in breach of any material obligation under this Agreement and the breaching party fails to remedy such breach within such notice period. b. Each party shall have the right to terminate this Agreement immediately upon written notice in the event that the other party becomes insolvent, files for any form of bankruptcy, makes any assignment for the benefit of creditors, has a receiver, administrative receiver or officer appointed over the whole or a substantial part of the assets, or ceases to conduct business or where an equivalent act to any of the above occurs under the laws of the jurisdiction of the affected party. c. No termination of this Agreement shall release Customer from paying any amount which may then be owed to HemoCue.

10. Warranty. HemoCue warrants to Customer that any Products provided hereunder shall be fit for the purposes and indications described in the operating manual/product insert when used in accordance with the directions in the operating manual/product insert, and HemoCue's sole obligation and Customer's exclusive remedy for breach of any warranty shall be that, at HemoCue's sole option, HemoCue will repair or replace any Products which do not conform to such warranty, or refund the purchase price. The Analyzer is warranted for a period of three (3) years. Customer acknowledges that it is important to properly clean and maintain the Analyzer in accordance with instructions in their product package inserts and operating manuals. During the Analyzer warranty period, HemoCue wi ll provide parts and service to repair any Analyzer without additional cost, unless such parts or service are required because of Customer' s negligence, abuse, alterations or improper maintenance or use of the Analyzer, in which case Customer shall pay HemoCue its standard prices charged to other customers for parts and service at that time. Use of unapproved parts or products wi ll void the warranty and will not be supported under any service arrangement with HemoCue. Unless a product is used in accordance with its instructions, these warranties are void and of no effect. HEMOCUE DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

11. \Varranty Service. For warranty service, Customer must obtain a Return Goods Authorization Number ("RGA number") from HemoCue in advance, before returning any Products to HemoCue.

12. Limitation of Damages. IN NO EVENT SHALL HEMOCUE HAVE ANY LIABILITY TO CUSTOMER FOR ANY SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, WHETHER ARISTNG OUT OF BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, TORT, OR OTHER LEGAL THEORY, EVEN IF HEMOCUE SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND SHALL SURVIVE TERMINATION OF THIS AGREEMENT.

13. Force Majeure. HemoCue shall not be liable for any failure to perform under this Agreement due to strikes, lockouts, or other labor disturbances (legal or illegal), fires, flood s or water damage, eatthquake, riots, embargoes, governmental acts or orders, interruption of transp01tation, governmental actions, discontinuance of products, inabil ity to obtain materials upon reasonable price or terms or any other cause beyond its control. In the event that an event offorce majeure extends beyond ninety (90) days, Customer may terminate th is Agreement by providing written notice to HemoCue.

14. Prevalence. This Agreement and its attached Exhibit(s) shall govern any purchases by Customer under this Agreement, and any conflicting or additional terms and conditions in Customer's purchase orders (other than description and quantity of the product ordered) are hereby rejected. Rev PUR AG 3. 15

15. Compliance with Laws. Each party agrees that it will comply with all applicable laws, rules and regulations that relate to the conduct of its businesses and the performance of its obligations under this Agreement.

16. Discounts. Any discount or other form of price reduction received by Customer under this Agreement is a discount or price reduction within the meaning of 42 U .S.C. Section 1320a-7b(b )(3 ){A) of the Social Security Act. Customer may have an obligation to report or pass on such discount or price reduction to any state or federal program which provides cost or charge-based reimbursement to Customer for the items to which the discount or price reduction applies.

17. Excluded Provider. Each party represents and warrants that it has not been convicted of a crime related to health care and is not currently listed by a federal agency as debarred, excluded or otherwise ineligible for participation in federally funded programs (" Excluded Provider"). Each patty shall notify the other within five days after it receives notice that the notifying party is an Excluded Provider. The party receiving the notice shall have the right to terminate this Agreement immediately upon receipt of such notice.

18. Confidentiality. Notwithstanding any other provisions of this Agreement, confidential information shall not include any information that: (i) is or becomes publicly known through no wrongful act of the receiving patty; (ii) is already known to the receiving party without restriction when it is disclosed; (iii ) is, or subsequently becomes, rightfully and without breach of this Agreement, in the receiving party 's possession without any obligation restricting disclosure; (iv) is independently developed by the receiving party without breach of this Agreement; (v) is explicitly approved for release by written authorization of the disclosing party; or (vi) receiving party may disclose information as necessary to comply with state public records laws. The receiving party may disclose Confidential Information if required by a governmental agency, by operation oflaw, or if necessary in any proceeding to establish rights or obligations under this Agreement, provided that the receiving party gives the disclosing party reasonable prior written notice sufficient to permit the disclosing party an opportunity to contest such disclosure. The receiving party will reasonably cooperate with disclos ing party to prevent the disclosure or obtain continued protection of the Confidential information once disclosed to the requesting jurisdiction. The disclosing party shall bear all costs, expenses, damages or liabilities in any way related to the refusal to disclose or attempt to prevent disclosure and this provision shall be broadly construed to this end.

19. Complete Agreement. This Agreement contains the final and entire agreement between the parties, and they shall not be bound by any terms, statements, conditions or representations, oral or written, express or implied not contained herein. This Agreement may not be amended except in a writing signed by Customer and HemoCue, and no right or obligation hereunder may be waived except in a writing signed by the waiving party. Any waiver of any default shall not constitute a waiver of any continuing or other default, whether similar or dissimilar.

20. Governing Law and Arbitration. This Agreement shall be governed by the internal laws of the State of Nebraska. HemoCue and Customer agree that any disputes between them concerning the interpretation or application of this Agreement shall be resolved by binding arbitration under the commercial arbitration rules of the American Arbitration Association. All hearings in the arbitration shall be held in County,, ___ _ Each party shall bear its own fees and expenses, including attorneys' fees. The fees and expenses of the arbitrator and the cost of the arbitration sha ll be borne equally by the parties. Any decision of the arbitrators may be entered as a judgment in any court of competent jurisdiction and may be enforced as such in accordance with the provisions of the award.

21. Counterparts. This Agreement may be executed in two or more counterparts, each of which together shall be deemed an original, but all of which together shall constitute one and the same instrument. In the event that any signature is delivered by electronic signature, facsimile transmission or by e-mail del ivery of a ".pdf" format file, such signature shall create a valid and binding obi igation of the patty executing (or on whose behalf such signature is executed) with the same force and effect as if such electronic signature, facs imile or ".pdf' signature page were manually signed.

22. Publicity. Neither party shall use the name or logo of the other patty or originate any publicity, news release, or other public announcement, whether written or oral, relating to this Agreement, to any amendment hereto or to any performance hereunder, without the prior written approval of the other party.

23. Notices. Any notices or communications required or permitted to be given to Customer hereunder shall be given in writing via first class mail or courier to Customer's address set forth hereinabove, or via email or such other physical address of which Customer may inform HemoCue during the Term. Any notices or communications required or permitted to be given to HemoCue hereunder shall be sent in writing to HemoCue America, Attn: Contracts Department, 250 South Kraemer Blvd., Mail stop: B I.SW .II, Brea, CA 92821. Rev PUR AG 3.15

24. Indemnity. Each Party will indemnify, defend and hold harmless the other Party from any and all liability, expense, cost, attorney's fees, claim, judgment, suit and I or cause of action (whether or not meritorious), settlement, or demand for personal injury, death or damage to tangible property which may accrue against the other Party to the extent it is caused by the negligent acts or omissions or any intentional act or omission of the Indemnifying Party, its officers, employees, agents, or subcontractors while performing their duties under this Agreement, provided that the other Party gives the Indemnifying Party prompt, written notice of any such claim, suit, demand or cause of action. The other Party shall cooperate in the defense or settlement negotiation of such claim, suit, demand or cause of action. The provisions of this section sha ll survive expiration or termination of this Agreement. These Indemnification provisions are not intended to waive a Party' s sovereign immunity. A Party's liability is governed by and limited to the extent provided by the Nebraska Political Subdivision Tort Claims Act or other applicable provisions of law.

25. Assignment. None of the Parties may assign its rights under this Agreement without the express prior written consent of the other Party.

26. Independent Contractor. It is agreed that nothing contained herein is intended or should be construed in any manner as creating or establishing a partnership or joint venture between the Parties. Any and all acts that the Parties or their personnel, employees, agents, contractors, or servants, perform pursuant to the terms of this Agreement shall be undertaken as independent contractors and not as employees of the other. The Parties shall, except as provided herein, act in their individual capacities and not as agents, employees, partners, joint ventures or associates of the other. An employee or agent of one shall not be deemed or construed to be the employee or agent of the other for any purpose whatsoever. None of the Parties nor its personnel , employees, agents, contractors, or servants shall be entitled to any benefits of the other. The Parties shall not provide any insurance coverage to the other or their employees including, but not limited to workers' compensation insurance. Each Party shall pay all wages, salaries and other amounts due its employees and shall be responsible for all reports, obligations, and payments pertaining to social security taxation, income tax withholding, workers' compensation, unemployment compensation, group insurance coverage, collective bargaining agreements or any other such similar matters. Any and all claims that may or might arise under the Workers' Compensation Act of the State of Nebraska on behalf of said personnel or other persons whi le so engaged, and any and all claims whatsoever on behalf of any such person or personnel aris ing out of employment or alleged employment, including without limitation claims of discrimination against a Party its officers, employees, agents, contractors or servants shall in no way be the responsibility of the other Party. Neither Party shall have any authority to bind the other by or with any contract or agreement, nor to impose any liability upon the other. All acts and contracts of each shall be in its own name and not in the name of the other, unless otherwise provided herein.

27. Conflict of Interest. In the performance of this Agreement, HEMOCUE will avoid all confl icts of interests or appearances of contl ict of interest. HEMOCUE wi ll report any conflict of interest immediately to~---COUNTY. HEMOCUE assures COUNTY that no COUNTY employee wi ll have a financial or personal interest in this Agreement. HEMOCUE did not and wi ll not provide any money or other benefit of any kind to any COUNTY employee in the procuring of, facilitation of, execution of or during the duration of this Agreement.

28. Unavailability of Funding. Due to possible future reductions including but not limited to County, State and/or Federal appropriations, County cannot guarantee the continued availability of funding for this Agreement, notwithstanding the consideration stated in this Agreement. In the event funds to finance thi s Agreement become unavailable either in full or in part due to such reduction in appropriations, County may terminate the Agreement or reduce the consideration upon notice in writing to Contractor. The notice shall be delivered by certified mail , return receipt requested, or in person with proof of delivery. County shall be the final authority a s to the availability of funds. The effective date of such Agreement termination or reduction in consideration shall be specified in the notice as the date of service of the notice or the actual effective date of the

County, State and/or Federal funding reduction, whichever is later. Provided, that reduction shall not apply to payments made for services satisfactorily completed prior to the effective date. In the event of a reduction of consideration, HemoCuemay cancel this Agreement as of the effective date ofthe proposed reduction upon the provision of advance written notice to County.

29. Public Benefits. With regard to Neb.Rev.Stat. §§4-1 08- 11 3, neither Party is an individual or sole proprietorship. Therefore, neither Party is subject to the public benefits attestation and related requirements of Neb.Rev.Stat. §§4-1 08- 113.

30. Nondiscrimination. Both Parties agree that in accordance with the Nebraska Fair Employment Practice Act, Neb.Rev.Stat. §48-1122, they will not discriminate against any employee or applicant for employment, to be employed in the performance of this Agreement, with respect to hire, tenure, terms, conditions, or privileges of employment because of the age, race, color, religion, sex, disability, or national origin of the employee or applicant. None of the Parties shall, in the performance of this Agreement, discriminate or permit discrimination in violation of federal or state laws or local ordinances.

31. Drug Free Policy. HemoCue assures ____ County that it has established and maintains a drug free workplace policy.

ACKNOWLEDGEMENT AND ACCEPTANCE: The foregoing Agreement is hereby accepted as of the date hereof.

CUSTOMER Authorized Representative

Signature ____________ _

HEMOCUE=~~ri~~ve

Signature ..... ~~-----~;,.....::.-----Chris Beutler, Mayor of Lincoln David Peng

555 South 1 d11 Street Financial Planning Manager

Lincoln, NE 68508 November 1, 2017

EXHIBIT A PRODUCT TABLE

Part # Description Base Price Discount Price

111807 HEMOCUE HB 30 I $447.00 $252.00 MICROCUVETTES (300/BOX)

121804US HEMOCUE HB 301 $900.00 $0.00* ANALYZER (G/DL)

*A total of ___ HemoCue HB 301 Analyzers will be provided free of charge as listed in Exhibit B: WIC Sites

EXHIBIT 8: WIC Sites

Acct# 52001 Douglas County Health Dept./Omaha Douglas County WIC Clinic 1941 S 42nd St Suite 225 Omaha, NE 68105 (35 machines)

Acct# 29205 lincoln Lancaster County Health Dept.

3140 N St lincoln, NE 68510 (8 machines)

Acct# 15557 Central District Health Dept. 1137 S Locust St Grand Island, NE 68801 (5 machines)

Acct# 15556 Family Service Association 501 S 7th St lincoln, NE 68508 (7 machines)

Acct# 93342 Northeast Nebraska Community Action Partnership 603 Earl St Pender, NE 68047 (14 machines)

Acct# 15574 Peoples Family Health Services 102 S ELM STREET NORTH PLATIE, NE 69101 (6 machines)

Acct# 76988 Central Nebraska Community Action Partnership 626 N St Loup City, NE 68853 (8 machines)

Acct# 7671 Community Action Partnership of Western Nebraska 975 Crescent Drive Gering, NE 69341 (3 machines)

Acct# 111264 Mid-Nebraska Community Action, Inc. 1023 AVE F KEARNEY, NE 68847 (12 machines)

Acct# 78700

Blue Valley Community Action 620 5th St Fairbury, NE 68352 (7 machines)

Acct# 109689 East Central District Health Dept. 4321 41st Ave Columbus, NE 68601 (4 machines)

Acct# 7397 Western Community Health Services Western Community Heal th Resources 300 Shelton St Chadron, NE 69337 (7 mach ines)

Acct# 8617 Family Health Services 509 Broadway PO BOX 279 Tecu mseh, NE 68450 (6 machines)