On September 9, 2009, the Company entered into a services agreement, or the DBG Services Agreement, as amended, with Dr. de la Vega’s wholly-owned service company, Dolev Bar-Guy Consulting and Management Ltd., or DBG, as amended, or the DBG Services Agreement, pursuant to which Dr. de la Vega provides the Company management services as the Company’s chief executive officer. Pursuant to the terms of the DBG Services Agreement, as amended, Dr. de la Vega is entitled to a monthly consultancy fee in the amount of NIS 51,750 ($16,640 based on the exchange rate of $1.00 / NIS 3.11 in effect as of December 31, 2021) plus VAT and car allowance in the amount of NIS 2,500 ($804 based on the exchange rate of $1.00 / NIS 3.11 in effect as of December 31, 2021) plus VAT per month plus reimbursement for fuel expenses and tolls. The consultancy monthly fee shall be updated to NIS 65,000 ($20,900 based on the exchange rate of $1.00 / NIS 3.11 in effect as of December 31, 2021) plus VAT per month, if the Company will secure an additional investment of $1,000,000 (such update commenced in April 2019). The liability towards DBG as of December 31, 2021 and 2020 aggregated to NIS 1,774,957 ($570,725 based on the exchange rate of $1.00 / NIS 3.11 in effect as of December 31, 2021) plus VAT and NIS 1,092,000 ($339,657 based on the exchange rate of $1.00 / NIS 3.215 in effect as of December 31, 2020) plus VAT, respectively and recorded as part of the Employees and payroll accruals line item within the current liabilities. Dr. de la Vega may terminate the DBG Services Agreement at any time for any reason upon a three (3) months’ prior written notice. If the Company wish to terminate the engagement with Dr. de la Vega, not as a result of Dr. de la Vega’s breach of his terms of office, the Company shall be required to provide a six (6) months’ prior written notice.

In addition, our chief executive office may receive (none of which received so far):

Upon the occurrence of an Exit Event, an equity-based award, in accordance with the following calculation:

(i) 0.5% of the Company’s ordinary share capital on a fully diluted basis, if the Company’s pre-money valuation shall be equal to or higher than $30,000,000 but less than $40,000,000;

(ii) 1.25% of the Company’s ordinary share capital on a fully diluted basis, if the Company’s pre-money valuation shall be equal to or higher than $40,000,000 but less than $50,000,000;

(iii) 2.0% of the Company’s ordinary share capital on a fully diluted basis, if the Company’s pre-money valuation shall be equal to or higher than $50,000,000.

An ‘Exit Event’ is defined as: (i) the consummation of an initial public offering of ordinary shares of the Company on a recognized stock exchange; or (ii) a sale of all or substantially all of the share capital of the Company to any individual, firm, corporation, partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, governmental authority or other entity of any kind, and shall include any successor (by merger or otherwise) of such entity , or a Person; (iii) a sale, lease, conveyance or disposition of all or substantially all of the assets of the Company; (iv) a merger of the Company with or into another entity in which the shareholders of the Company immediately prior to such merger do not hold a majority of the share capital and voting rights of the surviving entity held by them by virtue of their holdings in the Company prior to the consummation of the transaction or a transaction or series of transactions in which a Person or group of Persons acquire more than 50% of the issued and outstanding share capital of the Company (other than an acquisition of such share capital from the Company); or (v) an up-listing to a higher exchange.

To date, the Company did not pay or record any bonus to DBG.

In June 2021 the Company engaged with a new chief executive officer and as a result Dr. de la Vega role was changed to chief technology officer commencing that date.

On May 15, 2018, the Company entered into a consultancy agreement with RINC Green Ltd., or RINC Green, as amended on April 30, 2019, or the Ram Zeevi Consultancy Agreement, pursuant to which Mr. Zeevi provides the Company with services in the field of business development in accordance with pre-approved monthly work plans, which includes introduction of potential business partners and investors as well as assistance in negotiations of business and investments terms. Pursuant to the terms of the Ram Zeevi Consultancy Agreement, RINC Green is currently entitled to a gross monthly fee in the amount of $5,000 (25 hours per month at $200 per hour rate) plus VAT and to reimbursement of out-of-pocket expenses related directly to the provision of the consultancy services subject to prior written approval of the chief executive officer, to reimbursement of travel international travel and board expenses at the same standard as our chief executive officer and to an additional per-day fee equivalent to four hours per day abroad plus VAT. Either the Company or RINC Green may terminate the agreement at any time for any reason by providing a 30-day prior written notice. RINC Green ceased providing the above monthly service in January 2019.

In addition to the foregoing, RINC Green is entitled to receive (none of which received so far):

An ‘Exit Event’ is defined the same as mentioned in section a. above.

In the event that the Company terminate the Consultancy Agreement other than for Cause, and the Exit Event occurs within a period of 6 months of said termination, RINC Green will be entitled to the foregoing equity-based award.

To date, the Company did not pay or record any bonus to RINC Green.

Ram Zeevi is the son of Gadi Zeevi, who beneficially owns more than 20% of our ordinary shares. 

On April 19, 2020, an Active Chairman Agreement, or the Chairman Agreement with Exoro Ltd., or Exoro, a company wholly owned by Mr. Dov Farkash. The Chairman Agreement provides that Exoro, through Mr. Farkash is to provide certain services to us as active chairman, focusing on go-to-market strategy. The Company agreed to enter into an indemnification agreement with Mr. Farkash and to include him in the Company’s directors and officers insurance. Mr. Farkash has agreed not to provide any services that would conflict with or complete with the Company. The Company agreed to pay a monthly service fee of NIS 40,000 ($12,861 based on the exchange rate of $1.00 / NIS 3.11 in effect as of December 31, 2021) plus VAT to Exoro. Mr. Farkash is entitled to options to purchase 939,164 shares under our 2010 Option Plan, in accordance with our director compensation plan, at an exercise price of $ 0.068 per share, vesting over three (3) years from April 19, 2020 with one-third vesting after one year and the remainder monthly over a 24-month period. Exoro is entitled to reimbursement of expenses in connection with the provision of the services and shall have a budget of $10,000/month for travel. The term of the Chairman Agreement was for four (4) months, with our right to renew for an additional nine months, which was utilized. Either party could terminate upon 45 days prior written notice. The Chairman Agreement could also be terminated by us for Cause (as defined in the Chairman Agreement).

On June 1, 2021, the Company entered into a consultancy agreement with Mr. Ran Eisenberg to serve as the Company’s Chief Executive Officer during the term of the agreement. Pursuant to the terms of the agreement, Mr. Eisenberg was entitled to a current monthly fee of NIS 40,000 ($12,861 based on the exchange rate of $1.00 / NIS 3.11 in effect as of December 31, 2021) plus VAT, which was increase to 60,000 NIS ($19,292 based on the exchange rate of $1.00 / NIS 3.11 in effect as of December 31, 2021) plus VAT following four (4) months from his commencement date. In addition, he was awarded options to purchase up to 2,003,346 of the Company’s shares at a pe share exercise price of $0.17 which was reduced to $0.07. Vesting of the options continue over three (3) years from June 1, 2021 with one-third vesting after one year and the remainder monthly over a 24-month period. The option are accelerated upon an Exit Event (as defined in section a. above).