Consulting
Agreement


 


This
agreement dated August 2, 2017 serves as the consulting agreement by and between Quest Solutions Inc. and / or any of its
subsidiaries (the “Company” or “QUEST”) and Mr. Carlos J Nissensohn
and/or any entity under his control, (the “Consultant” or “Nissensohn”) pursuant
to which the Consultant shall provide the Company and its controlled entities with certain business development, managerial and
financial services in accordance with the terms and conditions of this agreement.


 


WHEREAS,
Consultant has experience in advising companies with respect to their operations and in assisting companies through the process
of procuring capital and other aspects of being a public company.


 


WHEREAS,
the Company desires to retain the services of Consultant.


 


NOW,
THEREFORE, in consideration of the premises and conditions set forth herein, the receipt and sufficiency of which are hereby acknowledged,
the company and the Consultant hereby agree as follows:


 


1. Title
and Scope of Consultant’s services. Pursuant to this Agreement, the Consultant is appointed as a financial and
managerial consultant and will be involved with assisting the CEO in: (i) developing the QUEST(“QUEST”) business
in the US, Israel, Europe and as requested by the CEO (ii) studying the cost structure and recommend measures to improve
efficiency and cost savings, (iii) assisting the Company in structuring a credit facility or raising new debt financing for
QUEST and/or its subsidiaries (iv) monitoring the up listing of QUEST to a national market (v) The initiation and
consummation of certain mergers and/or, acquisitions (vi) supervising QUEST IR activities as well as other financial
activities of QUEST as shall be reasonably required by QUEST (the “Services”). Consultant shall not be
involved in soliciting any investors or taking any other action which may require his registration with the U.S. Securities
Exchange Commission. Consultant will devote at least 80% of his working time to the Services.


 


2. Consideration
and payment terms. In consideration for the Services, Consultant shall be entitled to receive the following
fees:


 


a.
Professional monthly fee: a monthly fee of $15,000 and a one time signatory fee of 600,000 restricted shares.


 


b.
Options: 1,500,000 options to buy shares at the closing price as of the day prior to the day approved by the Board of
Directors.





 


c.
Debt Financing fee: In case the Company procures debt financing during the term of this agreement, without any equity component,
theConsultant shall be entitled to 3% of the gross funds raised, however if the Company is required to pay a success fee to another
external entity, the Consultant shall be entitled to only 2% of the gross funds raised. In case of any financing raised with an
equity component, during the term of this agreement the consultant shall be entitled to a success fee in the amount TBD by the
Company’s Board of Directors once the funds are actually raised by QUEST or its subsidiaries (“Transaction”).
The right to receive the fee will remain in force with respect to any such Transaction closed by the Company during the term of
the agreement and 24 months thereafter (the “1st period”). In the event that the funds were raised by the
Company in such a Transaction closed as set forth above within 24 months after the “1st period” then the
Consultant shall be entitled to a reduced success fees equal to 67% of the defined fee.


 




    	 	 	 



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d.
Warrants. In addition to the above, in the event of a Transaction resulting in gross proceeds of at least $3,000,000 to
the Company within 24 months of the date hereof, The Consultant shall further be entitled to certain warrants to be granted
by QUEST which upon their exercise pursuant to their terms Consultant shall be entitled to receive QUEST shares which
represent 3% of the QUEST issued share capital immediately prior to the consummation of such investment. The warrants will
carry an exercise price per warrant/share representing 100%of the closing price per share as closed in the Transaction. This
section and the issue of the warrant by QUEST are subject to the approval of the board of directors of QUEST. However, if the
board does not approve the issuance of warrants; the Consultant will be entitled to a fee with the equivalent value based on
a Black Scholes valuation.


 


e.
1st Day trading. In addition to the above, in the event the Consultant shall assist to plan and monitor the
listing or offering of securities by the Company or any subsidiary thereof in the NASDAQ/NYSE mkt Stock Exchanges and
such a listing shall be consummated or their controlled entity within [24] months as of the date hereof, The Consultant will
be entitled to a $ 50,000 onetime payment which shall be paid on the 1st day that the QUEST shares become
traded in the NASDAQ/NYSE mkt.


 


f.
M&A. In addition to the aforementioned in sections 2a, 2b, and 2cabove, in the event that Company shall close any
M&A transaction with a third party target, the Consultant shall be entitled to a success fee in the amount equal to 3% of
the total transaction price, in any combination of cash and shares that will be determined by QUEST.


 


3. Payments.
Payments of all fees shall be made against receipt of lawful invoice. Payment according to section (a) above shall be made
until the 3rd of each calendar month for the Services rendered in the previous month. All other payments shall be made within
7 days as of receipt of payment by the Company.


 


4. Expenses.
The Consultant overseas Flights and accommodations shall be preapproved by QUEST and based on such approval will be fully
covered by QUEST and/or QUEST. Any additional related expenses shall be preapproved by QUEST and will be covered accordingly.
Other than as set above, Each Party shall bear and pay its own expenses whatsoever, related to the execution of this
Agreement


 


5. Confidential
and Proprietary Information. All information supplied to between the parties shall be considered of confidential nature.
Neither party shall disclose any such information to any other person without the prior written consent of the other
party, save for information to be released based on a legal requirement. Every party shall take reasonable precautions to
prevent unauthorized disclosure of such information during the term of this Agreement and for a period of 3 year thereafter.
Either party agrees, upon termination of this Agreement by either party, to promptly return all such Confidential Information
contained in any form to the other party. This letter of confirmation and agreement shall be subject to confidentiality
obligation as set herein. The Consultant hereby grants, transfers and assigns to the Company all of its rights, title and
interest, if any, in any and all materials and/or work or products, in all forms or formats and the copyrights and patent
rights thereto, including documentation, literary work, audiovisual work and any other work of authorship, hereafter
expressed, made or conceived in the scope of this engagement.


 


6. Parties’
relations. In performing the Services, nothing in this Agreement shall be construed to create the relationship of
employer-employee either expressed or implied. Further, the relationship between the Parties is that of an independent
contract, Consultant being an independent contractor, free from interference or control by the Company in the performance of
Services, subject only to the terms of this Agreement


 


7. Reports. Unless
otherwise mutually agreed with the Consultant, the Consultant will report on a regular and on - going basis directly to Mr.
Shai Lustgarten CEO of QUEST


 


8. Term. This
Agreement shall enter into effect as of July 17th 2017 and will be in force for 24 months or until terminated by
either party as set in section 9 hereunder.


 




    	 	 	 



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9. Termination. During
the first 12 months, the Consultant can terminate the Agreement, without cause subject to 90 day notice. After first 12
months each party may terminate this agreement, without cause and at its convenient, subject to a 90 days’ prior
notice to the other. However, all rights described in paragraph 2b, 2c, 2d, 2e and 2f, will remain valid as defined even if
the agreement is terminated.


 


10. Miscellaneous.
(i) Except as set forth herein, either party shall not assign its obligations without the prior written consent of the
other, save if such assignment or transfer is made to a company under its Consultant control (ii) This Agreement shall be
interpreted and enforced in accordance with the laws of the state of New York (iii) This Agreement and the agreements
referenced herein represent the sole and entire agreement between the parties and supersede and terminate any and all prior
agreements, negotiations, and discussions between the parties or their respective counsel with respect to the subject matters
covered in this Agreement. This Agreement may be modified only in writing and signed by both parties (iv) Notices - All
notices provided for hereunder shall be deemed accepted 7 business days after mailed by first-class mail, postage pre-paid,
or hand delivered, addressed to the persons and at the address set in the preamble to this Agreement


 


Quest
Solutions Inc.


 


Signature:
/s/ Shai Lustgarten


 


I
hereby confirm the above engagement on the terms set out above. 


 


Carlos
J. Nissensohn


 


The
Consultant


 


Signature:
/s/ Carlos Nissensohn