Overcast Innovations Product Catalog 2026

MODULAR CEILING SOLUTIONS

CATALOG / 2026

WE ARE THE FUTURE OF INTEGRATED BUILDING SOLUTIONS

Overcast Innovations rose from a need to make buildings more intelligent, sustainable and affordable. We are compelled by our vision, mission and values to meet that challenge head on. We think big, challenge broken systems and build trusted partnerships to deliver more value to our clients and the communities we collectively serve.

We Think Big

We are problem solvers that refuse to back down from a challenge. Our built environment is too expensive, inefficient and outdated. That fact drives us to innovate the waste and climate harm out of the built environment.

The status quo is not enough. We challenge what’s possible in our drive to solve the affordability crisis that plagues our built environment. Fresh thinking creates new opportunities to streamline process, costs and timelines through innovative design and manufacturing approaches.

We Challenge What's Possible

We Challenge What’s Possible

We Build Trusted Partnerships

You deserve more than just another product vendor. Partnerships are our passion. From design to manufacturing to installation, Overcast Innovations integrates seamlessly within your project teams to bring your vision to life.

SUSTAINABILITY

At Overcast, sustainability is always in focus and extends from what we design and manufacture to how we run our internal business processes. Our objective is to lessen the environmental impact of construction and renovation at every stage and deliver to owners a system on which they can base their own low-impact operations.

There are four key elements that highlight our sustainability efforts:

Declare Label

1

Materials matter. Therefore, Declare. Having received our Declare Label from the International Living Future Institute is but one of our initial steps to help contribute to a more sustainable future.

SEATTLE

SPOKANE

DENVER

BOSTON

DALLAS

2 Supply Chain

Overcast believes that having great products is one thing but that having them manufactured locally is an even better thing. Every day we assess the impact we have on shipping traffic and emissions, therefore we rely on local and near-local suppliers to ensure the best quality at the lowest environmental impact.

3 Adaptive Reuse

Tenants change. Space programming changes. Overcast solutions are designed to morph with your changes. Upgrade the technology devices. Move the technology devices. Or, move the Overcast Cloud or Modular Grid Platform to another location and then upgrade or move the technology devices. The point is that you have options and none of them involve a landfill.

Constructing generates about 50% of the carbon footprint of the building throughout it’s entire life cycle. Using Overcast cuts the time, fuel and electrical tool usage required to field-install building technology. The adaptive re-use continues the cycle of carbon reduction.

Modular Grid Platform

Our Modular Grid Platform (MGP) is designed to drive efficiency in the design, organization and installation process of the 15 or more building systems and technologies located in the ceiling plane. We employ an industrialized construction methodology and approach, manufacturing our MGP ceiling panels off-site and arriving on-site as a finished good, allowing for a more organized, expedited and efficient solution where the panels install quickly utilizing the ceiling grid as the carrier support. The MGP solution truly lights the way as a more streamlined, cost-effective and sustainable approach to building construction.

With the Overcast MGP, you will:

• Streamline on-site trade coordination

• Drive construction schedule savings

• Contribute to decarbonization of the facility throughout its life cycle

Maximize design options with many different platform configurations (including regular options)

• Enhance operations and maintenance post-construction

• Future-proof the facility by reconfiguring the panels as space needs change

The MGP works well with both new construction and renovations, is sustainably manufactured, is built to last the life of the building and installs in 15/16” and 9/16” grids.

Modular Grid Models

Size (W x L) Module Configuration

Ceiling Design Panel Finish

with (2) Torsion Spring Panels

with (3) Torsion Spring Panels

Panels

Configuration Notes:

• See lighting specifications to learn more about the current luminaire options available on pages 26-30.

• Technology configurations are limitless and can be tailored to meet the space needs. The center of any panel can be specified to host the technology options listed on the next page.

Reveal Finish Lighting

MGP Technology Configuration Options

Devices Available in Panels ABCDE

OC1 Leviton, Occupancy Sensor

OC2 Crestron, Occupancy Sensor, Dual Tech

OC3

NLight, Small Motion Occupancy Sensor

End Panel Examples

OC4

End Panel Examples

End Panel Examples

NLight, Large Motion Occupancy Sensor

OC5 Enlightened, Occupancy Sensor

MS1 Distech, Multi: Motion Only

MS2 Distech, Multi: Motion, Daylight

MS3 Distech, Multi: Motion, Temp, Daylight

MS4 Delta, O3 Sense Multi-Sensor

DS1 Leviton, Daylight Sensor

End Panel Examples

FA0 Fire Alarm box provided (no device)

FAS01 Fire Alarm, Speaker Only

FASS1 Fire Alarm, Speaker and Strobe

FS Fire Sprinkler

AM Sound Masking

WIFI0 WIFI - WIFI hole pattern only (no bracket / no device)

WIFI1 WIFI, Aruba bracket only (device provided by others)

WIFI2 WIFI, Ubiquiti bracket only (device provided by others)

WIFI3 WIFI, Cisco bracket only (device provided by others)

WIFI4 WIFI, Cisco bracket only, AIR-AP-BRACKET-2, Universal (device provided by others).

AS Audio Speaker

ASH Audio Speaker, High-Bay

AQ Air Quality Sensor, Awair (or equivalent)

Devices Available in Panels ABC Only

DP__

DM__

RG__

Architectural Plaque Diffuser, size range options include 8", 10", 12", or 14" with 'square to round' connection

Modular Core Air Diffuser, size range options include 8", 10", 12", or 14" with 'square to round' connection

24"x24" Return Grille, Square with 'square to round' connection and 8", 10", 12", or 14" collars

Side Panel Examples

Side Panel Examples

Side Panel Examples

See product data sheets for additional product information. All Diffuser and Return Grilles can be fitted with a side inlet can if required.

A B A Full Panel Examples

Side Panel Examples D E

C B A

The Cloud was born for Open-to-Structure

The Cloud adds impressive acoustic performance to the Modular Grid Platform. Enhancing the sustainability of your mass timber structure while solving the inherent acoustical challenge in open-to-structure spaces, the Cloud is the best answer for organizing your ceiling aesthetically.

Smarter buildings through integrated, elegant and highly configurable ceiling assemblies:

• HVAC Equipment and Controls

• LED Lighting and Controls

• Acoustic Attenuation

• Smart Building Sensors and Controls

• Integrated AV and Data Connectivity

• Indoor Air Quality and Temperature Sensors

• Fire and Life Safety Systems

Key benefits of the Cloud include:

• Construction schedule time savings

• Fast and intuitive installation

• Reduced embodied carbon

• Future proof the building

• Increased safety by utilizing manufacturing methods instead of traditional building techniques

• Better collaboration through design * U.S. Patent No. 11,487,307

Designed For Every Space

Cloud systems are designed, manufactured and delivered to your specifications. We integrate into your project team to understand your vision and start with the end in mind. From there, we engineer and manufacture a product that connects a dozen or more building systems/technologies into a plug-and-play ceiling assembly.

Trim design with 2” or 6” depths with standard and custom color options

Multiple sizing options to allow for a perfect fit for your space

Fully configurable technology lanes to meet your technology needs and wants

Myriad finish options

Pendant lighting to match

Cloud Models

The Cloud system allows you to pick exactly what works best for your facility and needs. Our system experts will help guide the design team through various Cloud models and configurations that align with your design intent.

The Overcast Cloud is configured in three simple steps:

• Step 1: Cloud Form (W x L x H)

• Step 2: Panel Configurations

• Step 3: Finish Selection

Panel Configurations

Example Cloud Model Number Cloud Form Area 1 Area 2 Area 3

48-W3-6-SWG XX-PWG XX-2PFLG 4DLI-SWG

46-W3-__-__|XX-__|XX-__|4DLI-XX 48-W2-__-__|XX-__|XX-__|4DLI-XX

46-W2-__-__|XX-__|XX-__|4DBI-XX

46-W3-__-__|XX-__|XX-__|4DBI-XX 66-W3-__-__|XX-__|XX-__|6DBI-XX

46-W3-__-__|XX-__|XX-__|4DBI-XX

48-W3-__-__|XX-__|XX-__|4DBI-XX

48-W2-__-__|XX-__|3DNR-__|XX-__ 48-W3-__-__|XX-__|3DNR-__|XX-__

46-W3-__-__|3DNR.AxC-__|XX-__|XX-__ 48-W3-__-__|3DNR.AxC-__|XX-__|XX-__ 66-W3-__-__|3DNR.AxC-__|XX-__|XX-__

46-W3-__-__|3DNR.xBx-__|XX-__|XX-__ 48-W3-__-__|3DNR.xBx-__|XX-__|XX-__ 66-W3-__-__|3DNR.xBx-__|XX-__|XX-__

46-W3-__-__|XX-__|XX-__|3DNR-__ 48-W3-__-__|XX-__|XX-__|3DNR-__ 66-W3-__-__|XX-__|XX-__|3DNR-__

Metal Panels

Panel Examples:

Perforation:

Hole Diameter: 0.062”

Open Area: 22.5%

Key Features

• 20-gauge flat rolled steel, 0.0359”

• Recycled content, 36.9% to 89.9%

• Post-consumer recycled content: 19.8% to 69%

• Pre-consumer recycled content: 14.4% to 19.5%

• Panel sizes vary based on Cloud configuration

• Waste reduced with factory fabricated dimensional material

• Square edge design

• Panels include torsion springs that, when released, allow the panel to swing down to provide access above

• Acoustic option - 2” cotton sound blanket made from 100% post-

Wood Slat Panels

The Overcast team has curated a wide palette of wood finish options that coordinate well with the other material options available in the Cloud product line. The wood slat panel system offers a design where the individual wood members are wider than they are deep. The wood members are backed with a 1/2" layer of black polyester felt insulation. The panel connects with a torsion spring assembly.

The wood slat system is designed to get a premium look on a tight budget. We have selected Western Hemlock as the basis for our product line because it is cost-effective, readily available, with a light wood color that accepts a wide variety of stains to achieve the desired look.

Key Features

• 1x4 PEFC Western Hemlock slats with clear, matte sheen finish applied over stain/finish selected

• Wood panels vary by size base on Cloud configuration

• Spacing between members varies between 5/8" and 3/4" depending on panel size; open area is between 17% and 20%

• Factory fabricated dimensional material to reduce waste

• Square edge design

• Panels include torsion springs that, when released, allow the panel to swing down to provide access above

• Wood members can be treated with Class 1 (A) fire retardant chemicals if required

• Zones A, B, C, D, E, and F seismic rating

NOTE: Alternate wood material options are available upon request including species, slat size, grain, stain color, finish system, and FSC certification.

Acoustic Panels - 2" Polyester Felt

Key Features

Medium-texture panel with soft visual and excellent noise control.

• 2" thick polyester felt panel

• Class A Fire Performance per ASTM E84

• Declare Label and Red List Free

• Post-consumer recycled content ranges between 65% - 81%

• End of Life Options: 100% recyclable and can be recycled at any polyester recycling facility

• Contains no VOCs, formaldehyde, paints, coatings, adhesive, sealants, or ozone depleting chemicals

• Color and texture may vary from panel to panel and from order to order

Available Colors

All finish panels are incorporated into Overcast torsion spring assemblies that, when released, allow the panel to swing down and be removed from below.

See finish panel manufacturer's website for additional product information.

Overcast reserves the right to substitute the manufacturer of the 2" polyester felt panel with a 2" polyester felt panel of equal or better quality and specification.

www.FSorb.com | info@FSorb.com | (844) 313-7672

Acoustic Panels - 1" Fiberglass Panel

Key Features

Fine-textured panels offer high sound absorption.

• 1" thick fiberglass panel with non-directional, smooth, clean durable finish

• High light-reflective finish with 0.88 light reflectance

• Part of Armstrong's CleanAssure™ family of products—includes disinfectable panels

• Washable, impact-resistant, scratch-resistant, and soil-resistant

• Mold and mildew-resistant surface

• Sag-resistant

• Class A Fire Performance per ASTM E84

• High Recycled Content—contains greater than 50% total recycled content. Total recycled content based on product composition of post-consumer and pre-consumer (post-industrial) recycled content per FTC guidelines

All finish panels are incorporated into Overcast torsion spring assemblies that, when released, allow the panel to swing down and be removed from below.

See finish panel manufacturer's website for additional product information. TechLine (877) 276-7876 | armstrongceilings.com/optima

Acoustic Panels - 1" Polyester Felt

Key Features

Medium-texture panel with soft visual and excellent noise control.

• 1" thick polyester felt panel

• 0.78 light reflectance

• Part of Armstrong's CleanAssure™ family of products—includes disinfectable panels

• Mold and mildew-resistant surface

• Class A Fire Performance per ASTM E84

• Part of Armstrong's Sustain portfolio and meets the most stringent industry sustainability compliance standards today

• Product Certified for low chemical emissions -- Green Guard Gold Certified

• Color and texture may vary from panel to panel and from order to order

Available Colors - Due to printing limitations, shade may vary from actual product.

All finish panels are incorporated into Overcast torsion spring assemblies that, when released, allow the panel to swing down and be removed from below.

See finish panel manufacturer's website for additional product information.

TechLine (877) 276-7876 | armstrongceilings.com/feltworks

4' / 6' Direct Beam (4DB / 6DB)

Overcast Linear V-Lens

Product Overview

The Overcast Linear V-Lens fixture can mount into any Overcast product or hang in a pendant configuration. It is available in a 3" nominal width, 2" or 6" nominal heights, and 2', 4', 6', or 8' nominal lengths.

Product Options

Product Features

Construction: Powder-coated Aluminum

Light Source: Mid-power LEDs that are engineered to achieve efficiency of 130 lumens per watt at 3500k and an L70 of greater than 102,000 hours (IES TM-21-21 reported).

Controls: Individual or grouping control with many solutions available Certifications: UL Listed in USA and Canada (cULus). Complies with the UL Standard for Luminaires (UL 1598) and the Canadian National Standard for Luminaires (CSA C22.2 No. 250.0). UL File Numbers: E522665.

Warranty: 5-year limited warranty

Lighting Style

Images

3" Downlight Round (3DNR)

Specifications

Construction

• Flexible 3" downlight system featuring many trim types and configuration options

• Multiple reflector finish options to match a wide range of ceiling applications

• Fixture rotates up to 355 degrees and tilts up to 30 degrees

• 3-piece fixture construction: LED Module, Trim & Housing

• Self-flanged trim with mouse trap style springs for mounting

• Die cast aluminum heat sink

• L80 lifetime of 50,000 hours

• Ambient fixture operating range: -4 degree F to 104 degree F

Mounting and Installation

• Self-flanged trim with mouse trap style springs for mounting and below ceiling changes

Optical

• UGR<19 for glare control designed to be an alternative to 3" MR16 fixtures

Electrical

• Universal 120-277V

• 0-10V driver available

• Drivers connect to LED modules using plenum rated, quick connect cable

Controls

• Individual Overcast Cloud control or grouped control with many solutions available Consult factory for specific requirements

Listings

• All combinations of fixtures, trims ETL listed for wet locations 5-year limited parts warranty

1" Downlight Round Premium (1DNRP)

Specifications

Construction

• Flexible 1" downlight system featuring many trim types and configuration options

Multiple reflector finish options to match a wide range of ceiling applications

• Fixture rotates up to 355 degrees and tilts up to 30 degrees

• 3-piece fixture construction: LED Module, Trim & Housing

• Self-flanged trim with mouse trap style springs for mounting

• Die cast aluminum heat sink

• L80 lifetime of 50,000 hours

• Ambient fixture operating range: -4 degree F to 104 degree F

Mounting and Installation

• Self-flanged trim with mouse trap style springs for mounting and below ceiling changes

Optical

• UGR<19 for glare control designed to be an alternative to 3" MR16 fixtures

Electrical

• Universal 120-277V

• 0-10V driver available

• Drivers connect to LED modules using plenum rated, quick connect cable

Controls

• Individual Overcast Cloud control or grouped control with many solutions available

• Consult factory for specific requirements

Listings

• All combinations of fixtures, trims ETL listed for wet locations

•

2" Downlight Round Premium (2DNRP)

Specifications

Construction

• Flexible 2" downlight system featuring many trim types and configuration options

• Multiple reflector finish options to match a wide range of ceiling applications

• Fixture rotates up to 355 degrees and tilts up to 30 degrees

• 3-piece fixture construction: LED Module, Trim & Housing

• Self-flanged trim with mouse trap style springs for mounting

• Die cast aluminum heat sink

2.0

• L80 lifetime of 50,000 hours

,Fixed & Wall Wash Downlight

• Ambient fixture operating range: -4 degree F to 104 degree F

Mounting and Installation

• Self-flanged trim with mouse trap style springs for mounting and below ceiling changes

Optical

• UGR<19 for glare control designed to be an alternative to 3" MR16 fixtures

Electrical

• Universal 120-277V

• 0-10V driver available

• Drivers connect to LED modules using plenum rated, quick connect cable Controls

• Individual Overcast Cloud control or grouped control with many solutions available Consult factory for specific requirements

Listings

SENSE 2.0

,Fixed & Wall Wash Downlight

• All combinations of fixtures, trims ETL listed for wet locations 5-year limited parts warranty

Cloud Technology Configuration Options

Panel A

Position 1 2

OC1 Leviton, Occupancy Sensor DP__

OC2 Crestron, Occupancy Sensor, Dual Tech DM__

Panel B

Diffusers & Return Grilles

Panel C

Position 7 3

Architectural Plaque Diffuser, size range options include 6", 8", 10", 12", or 14" with 'square to round' connection AM Sound Masking

Modular Core Air Diffuser, size range options include 6", 8" 10", 12", or 14" with 'square to round' connection

OC3 NLight, Small Motion Occupancy Sensor RG__ 24"x24" Return Grille, Square with 'square to round' connection and 8", 10", 12", or 14" collars

OC4 NLight, Large Motion Occupancy Sensor

See product data sheets for additional product information. All Diffuser and Return Grilles can be fitted with a side inlet can if required.

OC5 Enlighted, Occupancy Sensor Air Filtration

MS1 Distech, Multi: Motion Only AFS StrataClean IQ, Air Filtration Unit

MS2 Distech, Multi: Motion, Daylight Variable Refrigerant Flow (VRF)

MS3 Distech, Multi: Motion, Temp, Daylight

MS4 Delta, 03 Sense Multi-Sensor

VM5 Mitsubishi, 2x2 Four-Way Cassette, 5k Btu/h

VM8 Mitsubishi, 2x2 Four-Way Cassette, 8k Btu/h

VM12 Mitsubishi, 2x2 Four-Way Cassette, 12k Btu/h

VM15 Mitsubishi, 2x2 Four-Way Cassette, 15k Btu/h

DS1 Leviton, Daylight Sensor VS7

XX No Device in the Location VS9

Position 2

XX No Device in this Location

Samsung, Model FJM, 2x2 Four-way Cassette, 7k Btu/h

Samsung, Model FJM, 2x2 Four-way Cassette, 9k Btu/h

VS12 Samsung, 2x2 Four-Way Cassette 12k Btu/h

WIFI0 WIFI hole pattern only (no bracket / no device)

WIFI1 WIFI, Aruba bracket only (device provided by Others).

WIFI2 WIFI, Ubiquiti bracket only (device provided by Others).

WIFI3 WIFI, Cisco bracket only (device provided by Others).

WIFI4 WIFI, Cisco bracket only, AIR-AP-BRACKET-2, Universal (device provided by Others).

CAM1 Camera, Verkada

XX No Equipment

Position 8 1

AS Audio Speaker

ASH Audio Speaker, High-Bay

XX No Equipment

Position 9 3

AQ 4 Air Quality Sensor, Awair (or equivalent)

VS20 Samsung, 2x2 Four-Way Cassette 20k Btu/h XX No Equipment

All VRFs are vibration isolation mounted 2x2 cassettes. See product data sheets for additional information.

Position 3 2 Other

FASO1 Fire Alarm, Speaker Only XX No Equipment

FASS1 Fire Alarm, Speaker and Strobe

XX No Device in this Location

1 Audio speaker can reside in Panel C, Position 8 when a 6x6 Cloud is selected or Panel B, Position 5 in the 4x6 or 4x8 Cloud.

2 For visual appearance, if only one device is selected in Panel A, placement will move to Position 2.

3 For visual appearance, if only one device is selected in Panel C, placement will move to Position 8.

4 AQ sensor can not be located within 4' of a fresh air source. AQ can not be mounted on the same Cloud as an AFS.

Fire Sprinkler

Panel A

Panel B

Mechanical Feature Details

Architectural Plaque Diffuser (DP)1

Key Features

• Single plaque diffuser

• Designed for high volume air delivery

• Delivers supply air in a 360 degree pattern

Hinged and removable core for easy duct access

• Rust resistant pre-coat with durable powder finish

• 2" ADC compliant round collar with bead for ease of installation

See Shoemaker website for performance details; same performance as the 'HL - Architectural High Volume Diffuser'

Modular Core Diffuser (DM)1

Key Features

Surface mount fixed airfoil blades at 45°

• Adjustable modular cores

• Extruded aluminum frame

• Rust resistant pre-coat with durable powder finish

• 2" ADC compliant round collar with bead for ease of installation

See Shoemaker website for performance details, same performance as the 'MA' or '700 MA' products

Return Grille (R)1

Key Features

1/2" x 1/2" x 1/2" aluminum lattice face return air grille

• Extruded aluminum frame

• 90% free area

• Rust resistant pre-coat with durable powder finish

See Shoemaker website for performance details, same performance as the '600T' products

Variable Refrigerant Flow Unit (V_)1

Key Features

• 24 x 24 square design

• Cooling & heating capacity ranges vary (5,000 btu/hr to 18,000 btu/hr depending on model selected)

• Energy saving options available

Multiple fan speed settings

• Condensate lift mechanism available

NOTE: Specific diffuser, return grille, and VRF features dependent on manufacturer make and model selected. Refer to manufacturer specifications for additional information. Example images above by Shoemaker Manufacturing & Samsung.

1Diffuser & return grille panels can be specified with any of the standard colors offered. VRF unit colors are limited by manufacture's options which are typically white only.

Air Filtration System (AFS)

The quiet Armstrong StrataClean IQTM Air Filtration System captures airborne contaminants, allergens, and particulates to create cleaner, healthier Indoor Air Quality (IAQ) for every space using proven MERV 13 filtration. 2

Key Features

• MERV 13 filtration with 3 fan speeds to optimize air changes per hour for your space

• In-ceiling air cleaning works up to 35% more effectively than floor-based air cleaning and is part of a long-term strategy to improve indoor air quality 3

• Quiet operation -- as low as 29 dBA*

No HVAC system integration required

Energy efficient design uses only 15 watts -- less than a traditional incandescent light bulb* Integrates with occupancy sensors to save energy and maximize clean air while the space is occupied

One unit filters the air for a 1,000 SF space every hour (1 filter = 1 Air Change per hour (ACH) for a 1,000 SF space

• Can provide up to 2 ACH in a 1,000 SF room at a higher setting

*Operating at 150 CFM fan speed

How StrataClean IQ Works

StrataClean IQ uses an internal fan to draw air through one side of the square plaque diffuser, through a MERV 13 filter, and then discharge clean air back into the space through the opposite side of the square plaque diffuser.

NOTE: The Armstrong StrataClean IQ System is not a substitute for existing good building air exhange practices or manual cleaning and disinfection practices. Centrally locate and position clean air outtake away from HVAC returns for maximum benefit.

Construction

Zinc-coated 20-gauge steel housing. White powder coat finish for diffuser, 1000 HR salt spray rated. Assembly listed under UL507/ CSA 22.2 No. 113

Electrical

9' 115V power cord

Disconnect switch (DSW)

Filter

• MERV 13 Filter UL® Class 2 filter

Filter Size: 21 x 11 x 2"

Filter lifespan - 4,000 hrs

Warranty

1 Year

Assembled in the United States for Armstrong World Industries.

See Armstrong website for performance details and additional information.

2 MERV 13 filter is at least 85% efficient at capturing particles in 1 µm to 3 µm size range. Source: https://www.ashrae.org/technicalresources/filtration-and-disinfection-faq

3 A simulation study performed by JB&B showed that for equivalent cubic feet per minute (CFM), in-ceiling air purification delivered up to 35% lower particle concentration than a floor-based air purification unit across all sampled inhalation zones.

NOTE: Alternate powder coat colors are available upon request

210 South Hudson Street Seattle, WA 98134

Is the Overcast Cloud integrated ceiling product certified and does it have a UL Listed Mark (or comparable) certification mark?

• Overcast Innovations inquired with two laboratories, Intertek Testing Services (ETL Listed Mark) and Underwriters Laboratories (UL Listing Mark), listed in OSHA’s Nationally Recognized Testing Laboratory (NRTL) Program in June 2020 about whether there is an appropriate product category for testing the Overcast Cloud integrated ceiling system. The engineers at both laboratories both indicated that there was no appropriate category for an integrated ceiling system product.

• It was determined that the Overcast Cloud is a combination of several listed products and the Cloud is an “integrator of certified products”. They compared the Cloud to a wiring harness which is comprised of a series of products from different manufacturers. The laboratories also indicated that most safety and technical regulations revolve around processes that change the technical scope, category, ability, or characteristics of a given item and the cloud integrated ceiling system does not change any of these areas, nor does the cloud integration process change the integrated products use case or safety.

• Overcast verifies that all electrical and electronic components possess an NRTL Mark and have been tested against standards for electrical safety, electromagnetic compatibility, radio frequency compliance, energy efficiency and safety systems where applicable. Overcast also tracks the NRTL listings of all components utilized in the manufacturing of the cloud finished good, and an NRTL Listing report can be generated from the Overcast Product Lifecycle Management system based on project-specific component selections.

210 South Hudson Street

Seattle, WA 98134

info@overcastinnovations.com overcastinnovations.com

Overcast Innovations, LLC Warranty

Performance of the Work

Overcast shall perform the scope of work (“Work”) specified herein. Overcast shall furnish all services necessary to perform the Work and perform the Work to completion diligently, expeditiously and with adequate forces. Customer shall use its best efforts to provide all information, materials, documents, and assistance that is reasonably required for Overcast to perform any and all aspects of the Work.

1. Product Sales

1.1. Purchase Orders. Customer will order Product from Overcast by issuance of a written purchase order (“PO”). Customer may not cancel or reschedule a PO without written approval of Overcast. The terms and conditions of this Agreement take precedence over any terms and conditions included with any PO. Overcast reserves the right to accept or reject each PO.

1.2. Price. Unless otherwise mutually agreed upon by the Parties in writing, the purchase price for a Product will be as specified in the then-current price list provided by Overcast to Customer as of the date Overcast receives a PO (“Price”). The Price is exclusive of sales, use, excise, or value added tax, which will be payable by Customer. If Customer provides to Overcast a valid tax exemption certificate, Overcast will not collect the taxes covered by that certificate.

1.3. Shipping. Overcast will ship Product pursuant to an accepted PO to Customer FOB destination, with title and risk of loss passing from Overcast to Customer at the designated delivery destination. Partial deliveries as well as deliveries by distributors, agents and other third parties shall be permitted, unless otherwise agreed upon in writing by the Parties.

1.4. Payment. Overcast will invoice Customer for the applicable Product Price as follows: (a) 50% of the total Price of Products ordered following Overcast’s acceptance of a PO; (b) 40% of such Price following Overcast’s delivery of such Products to Customer; and (c) 10% of such Price following the earlier of the date of installation of such Products or [30 days after delivery thereof]. Customer will make full payment for each invoice within [30] days after the date of Overcast’s invoice [by wire with immediately available funds to the bank account designated by Overcast]. Any payments due to Overcast that are not timely received will be subject to interest accrued at the lesser of 1.5% per month or the maximum amount permitted by law.

2. Product Warranty

2.1. Overcast Warranty. Subject to the exclusions in Section 2.2, for the [12-month] period immediately following Substantial Completion to Customer (“Warranty Period”), Overcast warrants against defects in materials or workmanship.

2.2. Warranty Exclusions. Overcast will have no liability for any breach of Section 2.1 to the extent such breach is caused by: (a) installation or commissioning (including configuration, inspection and test) activities performed by anyone other than Overcast; (b) misuse, mishandling, neglect, improper storage, accident, or negligent operation or maintenance of any Product; (b) modifications (including repair) to the Product made by anyone other than Overcast; (c) flood, fire, theft, vandalism, or other external cause of damage; (d) reasonable wear and tear; or (e) damage or defects arising from use outside of operating specifications or other documentation provided by Overcast; or (f) damage or defects caused by Third-Party Materials (defined in Section 2.5 below).

2.3. Warranty Remedy. Subject to Customer’s compliance with the terms of Section 2.4, during the Warranty Period, Overcast will, at its expense and sole discretion, repair, replace, or refund the Price paid by Customer for any Product that fails to conform to the warranty in Section 2.1 (“Defect”). This remedy is Customer’s sole and exclusive remedy, and Overcast’s sole and exclusive liability, for any Defect.

210 South Hudson Street Seattle, WA 98134

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2.4.Product Returns. Customer will, at its expense, return any Defect to Overcast in accordance with Overcast’s instructions [within 30 days of discovering any Defect]. Customer will bear risk of loss on the returned Defect until delivered to Overcast. Title to any Defect will pass to Overcast upon the date which Overcast provides any replacement or refund for such Defect. In the event of a disagreement between Overcast and Customer over the existence of a Defect or warranty exclusion, the results of Overcast’s reasonable testing and diagnostics will be conclusive.

2.5. Third-Party Materials. The Product is designed to be integrated with third-party components, software, and systems (“Third-Party Materials”). As a convenience to Customer, Overcast may procure and deliver Third-Party Materials for Customer. Overcast will not be responsible or liable for Third-Party Materials, and the warranty in section 2.1 does not apply to Third-Party Materials. Customer will comply with, and will be solely responsible for complying with, any terms and conditions, including any software license terms, applicable to the Third-Party Materials.

2.6. Recall. Customer will promptly provide Overcast written notice of all Product safety issues of which it becomes aware. Customer will reasonably assist Overcast in its Product safety issue investigation and response, including by providing Overcast with access to the physical Products giving rise to any safety issue. Customer will cease use of the Products, and promptly return the Products, upon receiving notice from Overcast of a Product recall. In connection with any such recall, Overcast will either repair, replace or refund the purchase Price for such recalled Product. This remedy is Customer’s sole and exclusive remedy, and Overcast’s sole and exclusive liability, for any recalled Product.

3. Confidentiality.

3.1. Definition. “Confidential Information” means information that one Party (or its affiliate) discloses to the other Party (or its affiliate) in connection with this Agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances.

3.2. Exclusions. The obligations under Section 3.2 will not apply to information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations or becomes public through no fault of the recipient or unauthorized act of any third party.

4. Defense and Indemnity.

4.1. Overcast Obligations. Overcast will, at its expense, defend and indemnify Customer from and against third-party lawsuits, claims, demands, investigations and actions, and associated liabilities, losses, damages, costs and expenses (including reasonable attorneys’ fees and court costs), to the extent arising from an allegation or claim related to the Product’s direct infringement or misappropriation of a third-party’s U.S. intellectual property rights.

4.2.Customer’s Obligations. Customer will, at its expense, defend and indemnify Overcast and its affiliates from and against third-party lawsuits, claims, demands, investigations and actions, and associated liabilities, losses, damages, costs and expenses (including reasonable attorneys’ fees and court costs), to the extent arising from an allegation or claim related to Customer’s breach of the Agreement or any operation, installation or use of the Product in violation of operating or storage conditions, documentation or other written specifications provided by Overcast.

4.3.Exclusions. This Section 4 will not apply to the extent the underlying allegation or claim arises from: (a) an indemnified Party’s breach of this Agreement, negligence, fraud or willful misconduct; or (b) in the case of Overcast’s obligations under Section 4.1, modification of the Product by anyone other than Overcast, combination of the Product with any Third-Party Materials, Overcast’s compliance with designs or specifications provided by Customer, or use of the Product in an application or environment for which it was not designed.

4.4.Overcast Options. If a Product is held to infringe, distribution is enjoined, or Overcast reasonably believes that any Product may become subject to a claim of infringement or misappropriation, then Overcast will have the right at its option to: (a) procure the rights necessary for Customer to continue to use the Product in the application for which it was designed; (b) modify the Product to make it non-infringing; or (c) if Overcast believes neither of the foregoing is commercially practicable, refund the Price paid for

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such Product. If Overcast provides a remedy under Section 4.4(c), then Customer will immediately thereafter discontinue all use of the Product. Any remedy provided by Overcast under this section will be Customer’s sole and exclusive remedy, and Overcast’s only liability, for any actual or alleged infringement or misappropriation by the Product of intellectual property rights of a third party.

5. Limitation of Liability.

5.1. Limitations. SUBJECT TO SECTION 5.2, (A) NEITHER PARTY WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT FOR LOST PROFITS OR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (WHETHER OR NOT FORESEEABLE OR CONTEMPLATED BY THE PARTIES AT THE EFFECTIVE DATE); AND (B) THE AGGREGATE LIABILITY OF EACH PARTY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO OVERCAST FOR THE PRODUCT(S) GIVING RISE TO THE CLAIM.

5.2. Exceptions to Limitations. Nothing in this Agreement excludes or limits either Party’s liability for: (a) in the case of Customer, Customer’s payment obligations under this Agreement; and (b) in the case of either Party, its fraud or fraudulent misrepresentation, its breach of Section 3, its infringement or misappropriation of the other Party’s intellectual property rights or matters for which liability cannot be excluded or limited under applicable law.

6. Term and Termination.

6.1. Termination for Convenience. Either Party may terminate this Agreement at any time by giving the other Party at least 30 days' written notice.

6.2. Effect of Termination. Upon termination of this Agreement: (a) Customer will immediately pay to Overcast all outstanding amounts owed as of the date of termination; and (b) if requested by a Party, the other Party will use its reasonable efforts to promptly return, or destroy and confirm in writing the destruction of, all Confidential Information disclosed to it by the requesting Party. Any provisions which by their nature should survive termination of this Agreement will survive.

7. General Terms.

7.1. Publicity. Neither Party may make any public statement regarding this Agreement without the other’s prior written approval.

7.2. No Waiver. Neither Party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.

7.3. No Agency. This Agreement does not create any agency, partnership, or joint venture between the Parties.

7.4. No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly states that it does.

7.5. Governing Law. This Agreement will be governed by the laws of the State of Washington, excluding conflict of law rules. Each Party agrees to submit to the personal and exclusive jurisdiction of the courts located in King County, Washington.

7.6. Force Majeure. Neither Party will be liable for any failure to perform due to events or circumstances beyond its reasonable control, whether or not foreseeable, including acts of God, war, riot, embargoes, acts of civil or military authorities, epidemic or pandemic, delay in delivery by Overcast’s suppliers, fire, flood, accident, strikes, inability to secure transportation, facilities, fuel, energy, labor or materials. In the event of force majeure, Overcast's time for delivery or other performance will be extended for a period equal to the duration of the delay caused thereby.

7.7. Construction. The word “include” (including all conjugations) is intended to be exemplary, not exhaustive, and will be deemed followed by “without limitation,” and the word “or” means both “and” and “or,” except where the context clearly indicates that the parties intend “or” to designate alternatives only.

7.8. Notices. Unless otherwise specified in this Agreement, all notices required or permitted under this Agreement will be in writing and delivered by email to the respective email addresses set forth in the signature block below or as otherwise updated through notice

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by a Party to the other Party, effective on receipt, as verified by written or automated receipt or by electronic log (as applicable). In addition, if notice is from Customer to Overcast then notice will be in writing and delivered to: General Counsel, Overcast Innovations, LLC, 5005 3rd Ave S., Seattle, WA 98134.

7.9. Severability. If any term (or part of a term) of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.

7.10.Amendments. Any amendment to this Agreement must be in writing, signed by the Parties, and expressly state that it is amending this Agreement.

7.11.Counterparts. The Parties may execute this Agreement in counterparts, including facsimile, PDF, and other electronic copies, which taken together will constitute one instrument.

7.12.Entire Agreement. This Agreement sets out all terms agreed between the Parties regarding their performance hereunder and supersedes all other agreements between the Parties relating to its subject matter. Any terms and conditions stated on a Customerissued PO will be void. In entering into this Agreement no Party has relied on, and no Party will have any right or remedy based on, any statement, representation, or warranty (whether made negligently or innocently), except those expressly set out in this Agreement.

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Product development is a process of continuous improvement & the Overcast catalog is subject to change without notice. Consult your sales representative, sales engineer, or applied engineer for current configurations, options, and future product updates. Printed in USA, Rev 2.3, 26-0107.

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