EX-10 15 exh10_3.htm EXHIBIT 10.3 Exhibit 10.3

CONSULTING SERVICES AGREEMENT

THIS CONSULTING SERVICES AGREEMENT (the “Agreement”) is dated as of this 15th day of January, 2013, by and between Gennady Nickelshpur, with an address at Shlosberg Shmuel Street #1, Apt. 7D Haifa 35840, Israel (the “Chief Scientific Consultant” or "Consultant") and Dynamic Applications Corp., a Delaware corporation (the “Company”), with offices located at 14 Menachem Begin Street, Ramat Gan, 52700, Israel. The Consultant and the Company are sometimes referred to collectively, as the "Parties," and individually, as a "Party."

WHEREAS, Consultant is a mechanical, pneumatic and railway engineer by education and training as well as a patent specialist as set forth in his CV, a copy of which is attached hereto as Exhibit A); and

WHEREAS, Consultant has agreed to serve as the Company's Chief Scientific Consultant for the purposes of: (i) causing the Company's patent for its Patented Device (as defined in its Form 10-12G filed with the Unites States Securities and Exchange Commission ("SEC") to remain in full force and effect; and (ii) directing the transition of the Patented Device from the theoretical stage to the practical-prototype stage to the commercial-production stage; and

WHEREAS, the Company desires to engage Consultant at its Chief Scientific Consultant pursuant to the terms and conditions of this Agreement.

NOW THEREFOR, the Parties agree as follows:

1. Services: Consultant agrees to serve at the Company's Chief Scientific Consultant and shall provide services to the Company as follows: (i) causing the Company's patent for its Patented Device (as defined in its Form 10-12G filed with the SEC to remain in full force and effect; and (ii) directing the Company's program for the completion of development of the Patented Devices including the transition of the Patented Device from the theoretical stage to the practical-prototype stage to the commercial-production stage (the "Services").

2. Compensation: In consideration for the Services to be provided by the Consultant to the Company pursuant to this Agreement, the Company shall compensate Consultant as follows: (i) The Company shall pay Consultant at the rate of US$35.00 per hour for such time as Consultant shall be providing the Company with the above-referenced Services; and (ii) at such time as Consultant shall complete the specific Service set forth in Section 1(i) above, the Company shall grant to Consultant options (the "Option") to purchase shares of the Company's common stock (the "Common Stock") as shall be reasonably determined by the Company's Board of Directors from time to time, at the Board's sole discretion, pursuant to an employee stock option/incentive plan ("ESOP") to be adopted by the Company's Board of Directors. The Options shall entitle the Consultant to purchase Common Stock at an exercise price and a vesting schedule to determined by the Board of Directors. The Option Shares issuable upon the exercise of each Option shall be subject to the holding period set forth in Rule 144 promulgated by the SEC under the Securities Act of 1933, as amended (the "Act").

3. Right of Termination: Either Party may terminate this Agreement and the rights and obligations hereunder upon thirty (30) days written notice to the other Party, at the addresses first set forth above. Notwithstanding any termination under this Agreement, any Option that has vested and has not expired shall still be subject to exercise by the Consultant in accordance with the terms of this Agreement, except that if the Consultant shall be terminated by the Company "for cause," then all unexercised Options shall expire and be deemed null and void upon the effective date of termination.

4. Miscellaneous:

(i) Entire Agreement: This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof;

(ii) Amendment: This Agreement may not be amended or modified in any respect, except by the mutual written agreement of the parties hereto;

(iii) Counterparts: This Agreement may be executed in any number of counterparts and by the separate parties hereto in separate counterparts, each of which shall be deemed to be one and the same instrument; and

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

Chief scientific Consultant DYNAMIC APPLICATIONS CORP.

 

 

/s/ Gennady Nickelshpur /s/ Asher Zwebner

Gennady Nickelshpur Asher Zwebner, CFO

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