Consulting Agreement between LMI Aerospace, Inc. and Charles Newell, dated October 31, 2013

1.3.  The SOW may be amended from time to time by mutual written consent of the parties.  If a term in the SOW conflicts with a term in this Agreement, the provisions of this Agreement will prevail unless the SOW specifically states that the term in the SOW will prevail.

2.    Term and Termination.

2.2.   Company may terminate this Agreement for its convenience, without cause, at any time without further liability, charge or expense, upon at least thirty (30) calendar days prior written notice; provided, however, that if the Company terminates this Agreement without cause, it shall remain liable for any Expenses incurred by the Contractor prior to termination in accordance with the SOW. The fee set forth in the SOW is fully earned as of the date hereof and is non-refundable in the event of a termination hereunder.

2.3.   Reimbursement of all extraordinary costs and expenses incurred outside of the Agreement terms and conditions will be agreed upon by Contractor and Company in writing prior to their incurrence.

3.    Compensation and Expenses; Payment Dates.

3.1.   Company shall pay Contractor for Services provided under this Agreement as set forth in the SOW.

8.    Work for Hire.  Contractor agrees that each written work, data compilation and other “work of authorship” (as that term is defined in the United States Copyright Act, 17 U.S.C. Section 102) created by Contractor pursuant to this Agreement or the SOW or using Confidential Information of Company or its affiliates shall be deemed to be a “work made for hire” (as that term is defined in the United States Copyright Act, 17 U.S.C. Section 101) for Company.  Contractor hereby agrees to disclose to, and hereby assigns to, Company all of its all rights in and to (i) any ideas, inventions, discoveries, processes, trademarks, trade dress and trade secrets, whether or not patentable, copyrightable, reduced to writing or based on or inclusive of Confidential Information and (ii) any work of authorship not deemed to be a work for hire (collectively, “Work Products”) that Contractor creates or conceives, in whole or in part, during the course of performing any obligations under this agreement.  Contractor agrees to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including without limitation execution and delivery of instruments of further assurance or confirmation) requested by Company to assign any Work Product to Company and to permit Company to enforce any patents, copyrights or other proprietary rights to any Work Product.  Contractor will not charge Company for time spent in complying with these obligations.  For purposes of this Section 8, “Confidential Information” shall have the meaning set forth in the Nondisclosure Agreement (as defined in Section 10).