Matthew A. Morr Tel: 303.299.7366 Fax: 303.296.3956 [email protected]

August 5, 2015

Via E-mail Daniel McShan Chief Executive Officer Syzygyx, Inc. 2585 W. Main Street, Suite 204 Littleton, Colorado 80120 Re:

Termination of Consulting Agreement

Dear Daniel: I write to respond to your July 13 email. I have separated out your various requests into categories and address them below. NDA (No. 1). You asked about what matters Syzygyx should keep confidential under the NDA. The NDA defines the INFORMATION that should be held in strict confidence as “confidential and/or proprietary information related to technology and/or business activities, including, but not limited to, business outlooks, revenue, pricing, trade secrets, strategic plans, including, but not limited to, drawings, schematics, patent application information, marketing techniques, product designs, strategies, materials, design & manufacturing methods as well as third party confidential information.” As the result of the breadth of the NDA, you should not share or use any information regarding your work with Reference Technologies. In particular, you should not disclose any materials or information you may have or have learned that are unique and specific to Hummingbird® UAS, including, but not limited to: (i) the subject matter of the two patent filings; (ii) the power control system between the outboard and Dynamic Propulsion System rotors (DPS ) and the main duct rotors; (iii) the integrated use of laser altimeters in conjunction with a sense and avoid design; (iv) the hybrid Power system that incorporates a newly designed alternator and turbo-charged multifuel engine with a counter rotating output shaft for duct propulsion; and (v) the propeller design for the DPS and Main Duct. Patent Applications (No. 2). In your email, you state “Mr. Bishop claims to have some patent applications covering some of the work that we have performed” and you ask for a copy or description of the applications. Your question is based on the false premise that Syzygyx performed

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Daniel McShan August 5, 2015 Page 2

any useable work and further misstates any comments made by Mr. Bishop. As I mentioned in my previous letter, Reference Technologies did not receive any value or performance for the $121,596 it paid to Syzygyx. To avoid any potential infringement, to the extent you learned anything about Reference Technologies’ business, you should operate in accordance with the NDA and the Colorado Trade Secret Act and not disclose or use any of that information. If you have any specific concerns about possible infringement, please have your attorney bring them to my attention so that we may evaluate your concerns. Material Breach (Nos. 3 &4). As I stated in my previous letter, Syzygyx materially breached the Consulting Agreement and damaged Reference Technologies. The parties agreed on a set of deliverables and the parties agreed on the required functionality of the deliverables. Syzygyx failed to timely provide the deliverables or anything functional. Contrary to your claim that you “delivered fully functional flight and ground control products,” the ground control station was not functional and did not comply with the parties’ agreement. It did not have a resizable user interface, and none of the menu buttons for use in flight planning and setup were functional. This meant that waypoints could not be set up, flight plans could not be verified and uploads to the Hummingbird could not be accomplished. Further, Syzygyx committed billing fraud by charging Reference Technologies for work that it did not perform. 1 Based on Syzygyx’s failure to perform any of the material terms of the parties’ agreement and its fraud, Reference Technologies could recover all the monies it paid to Syzgyx and Syzgyx is certainly not entitled to any additional payments. Ground Control System (No. 5). Based on Syzgyx’s failure to timely provide deliverables, Reference Technologies has made alternate arrangements and has no interest in the untimely ground control system you claim to have made after the termination of the agreement. Your accusation that Reference Technologies “designed [the vehicle] wrong” is false and baseless. Documents (No. 6). Based on the possibility of litigation, Reference Technologies is preserving any documents that may be relevant to this dispute. However, it is not Reference Technologies’ responsibility to keep records for Syzgyx. The documents I have referred to in this letter and my July 10 letter include the NDA, Consulting Agreement and attachments, and your PowerPoint presentation (in which you outlined in detail the functionality of each application and committed to deliver the applications by the AUVSI Convention – a commitment you failed to achieve). Disparagement and a Lawsuit (Nos. 7 - 10). Your decision not to say anything negative about Reference Technologies or Mr. Bishop to your colleagues in the industry was the correct one. Simply put, if Reference Technologies learns that you are speaking negatively about the company or Mr. Bishop in any manner, it will pursue a lawsuit. Reference Technologies will bring claims for 1

It is telling that you neglect to mention or defend Syzgyx’s billing practices in your letter.

Daniel McShan August 5, 2015 Page 3

breach of contract and for billing fraud. In addition, it will explore other claims, such as disparagement and interference with contract / prospective business relations. Your arguments about the physics of the vehicle and accusations about lying to investors are false. Further, it appears that your proposed website would violate the NDA / the Colorado Trade Secret Act, and could also subject you to liability for disparagement and interference with prospective business relations. Reference Technologies is not going to pay your company any more money. To the extent you choose not to drop this matter, Reference Technologies will seek the fullest legal remedies allowed by law, including damages for the $121,596 it already paid, other damages, and its attorneys’ fees and costs. *** As a final matter, Reference Technologies is not going to spend any more of its time and resources trading lengthy messages with you. Reference Technologies has already provided you its legal position in great detail. To the extent there are any additional issues to discuss, please have your attorney contact me. Very truly yours,

/s/ Matthew A. Morr Matthew A. Morr MAM/rea