Exhibit 10.63


 


SERVICE AGREEMENT


 


SERVICE AGREEMENT (the “Agreement”),
dated as of January 3, 2012 (the “Effective Date”), between TOWER DEFENSE & AEROSPACE, LLC (“TDA”),
and RANDE SOMMA & ASSOCIATES LLC (the “Consultant”).


 


RECITALS


 


TDA and the Consultant desire to enter into this Agreement for
the retention of the Consultant to develop a sales and business development system for TDA (the “Sales and Business Development
System”) to address:


 


A.  Scoping and qualifying market segments
and their respective customer base.


 


B. Establishment of an actionable and measureable
Tactical Sales Plan (TSP), and a process to optimize success of execution and associated significant revenue growth.


 


C. Establishment of an actionable and measurable
Growth Strategy (3 year horizon), and a process to generate and monitor the progress of the achievement of the Critical Success
Factors.


 


D. Identify the appropriate Sales/Business
Development organization; size, structure and deployment.


 


AGREEMENT


 


For good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:


 


1.           Consulting
Term and Services. 


 


(a)          Engagement.
TDA hereby retains the Consultant, and the Consultant hereby agrees to be retained by TDA, upon the terms and subject to the conditions
set forth in this Agreement. 


 


(b)          Term.
Subject to earlier termination as provided in Section 4, the term of the Consultant’s engagement under this Agreement
(the “Consulting Period”) will be for a period commencing on the Effective Date and terminating on December
31, 2012. 


 


(c)          Services.
During the Consulting Period, the Consultant will provide the following services for the development of the Sales and Business
Development System:


 


i)         Work
closely with the TDA President and the Sales and Business Development team and
lead the establishment of the Sales/Business Development systems, as well as the process models for implementation and execution,
including leading the effort to define the appropriate staffing, deployment and performance metrics.


 


ii)        Mr.
Somma will personally engage in coaching and monitoring the implementation and execution of the Sales and Business Development
system, including, but not limited to, attending the prescribed monthly/quarterly progress reviews.


 


iii)      Availability
to collaborate and/or provide advice to TDA’s President on any and all matters regarding TDA's operations.


 



    	 



    	 



    

 


iv)        Leverage
relationships with present and potential TDA customers.


 


2.           Compensation.



 


(a)          Consulting
Fee. During the Consulting Period, the Consultant will be paid compensation of $150,000 (the “Consulting Fee”),
which Consulting Fee will be payable in six equal monthly installments of $25,000 each from July 2012 to December 2012 on or before
the 25th of each month. 


 


(b)          Bonus.
40% bonus, aligned with the TDA sales team’s formula; 75% Revenue and 25% EBITDA. Payout percentage equal to that of the
TDA sales team, and payable consistent with the enterprise bonus payment in 2012. 


 


3.           Termination.


 


(a)          Termination
without cause: TDA will provide 10 day written notice of termination of this Agreement prior to expiration. Within 30 days of termination
date, TDA will remit a lump sum payment of $300,000 (the “Termination Fee”), less any amounts previously paid to Rande
Somma & Assoc. pursuant to Section 2 hereinabove.


 


(b)          Termination
with cause: TDA will provide 10 day written notice of termination of the agreement prior to expiration. Within 30 days of termination
date TDA will provide reimbursement for any unpaid services up to the termination date. Termination with cause requires the mutual
agreement between TDA and Rande Somma & Assoc. that there is appropriate and sufficient cause.


 


(c)          Voluntary
termination: Rande Somma & Assoc. is required to provide 30 day written notice of voluntary termination. Within 30 days of
termination date, TDA will provide reimbursement for any unpaid services up to the termination date, with no additional liabilities
or obligations held by either party.


 


(d)          Involuntary
termination: in cases such as death or disability of the consultant, any payments due to Rande Somma & Assoc. will be at the
sole discretion of TDA.


 


4.           Independent
Contractor. The Consultant shall serve as an independent contractor to TDA and as such shall be responsible for all tax payments,
estimated tax payments or other tax liabilities, as required for the Consultant. The Consultant hereby expressly acknowledges and
agrees that (i) the Consultant is an independent contractor and is not an employee of TDA, Tower International, Inc. or any
of its subsidiaries (collectively, the “Tower Companies”). TDA shall carry no worker’s compensation insurance
or any health or accident insurance to cover the Consultant. TDA shall not pay any contributions to Social Security, unemployment
insurance, federal or state withholding taxes, or provide any other contributions or benefits which might be expected in an employer-employee
relationship and the Consultant expressly waives any right to such participation or coverage. By executing this Agreement, the
Consultant agrees that he shall make such contributions, pay all applicable taxes and hereby indemnifies and holds harmless TDA
for any costs, fees, damages or penalties assessed against Company by virtue of Consultant’s failure to make such contributions
or payments. 


 


5.           Miscellaneous.



 


(a)          Notices.
All notices, requests, demands and other communications to any party or given under this Agreement will be in writing and delivered
personally, by overnight delivery or courier, by registered mail to the parties at the address specified for such parties on the
signature pages hereto (or at such other address as may be specified by a party in writing given at least five business days prior
thereto). All notices, requests, demands and other communications will be deemed delivered when actually received. 


 



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(b)          Counterparts.
This Agreement may be executed simultaneously in one or more counterparts, and by different parties hereto in separate counterparts,
each of which when executed will be deemed an original, but all of which taken together will constitute one and the same instrument.



 


(c)          Amendment
of Agreement. This Agreement may not be amended, modified or waived except by an instrument in writing signed on behalf of
each of the parties hereto. 


 


(d)          Governing
Law. This Agreement will be governed by, and construed in accordance with, the laws of State of Michigan applicable to contracts
executed in and to be performed entirely within such jurisdiction, without reference to conflicts of laws provisions. 


 


(e)          Entire
Agreement. This Agreement contains and constitutes the entire agreement of the parties with respect to the subject matter hereof
and supersedes all prior negotiations, agreements and understandings, whether written or oral, of the parties hereto, including,
but not limited to, the proposal letter, dated December 5, 2011, between Consultant and Tower International, Inc. 


 


(f)          No
Third-Party Rights. This Agreement is not intended, and will not be construed, to create any rights in any parties other than
the Consultant. TDA and the Tower Companies, and no Person may assert any rights as third-party beneficiary hereunder.


 


(g)          No
Waiver; Remedies. No failure or delay by any party in exercising any right, power or privilege under this Agreement will operate
as a waiver of the right, power or privilege. A single or partial exercise of any right, power or privilege will not preclude any
other or further exercise of the right, power or privilege or the exercise of any other right, power or privilege.


 


[Signatures on following
page.]


 



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IN WITNESS WHEREOF, the undersigned have
executed this Agreement effective as of the date set forth above.


 


	 	TOWER DEFENSE & AEROSPACE, LLC
	 	 
	 	By:	/s/ Michael Rajkovic
	 	 	MICHAEL RAJKOVIC,
	 	 	PRESIDENT
	 	 
	 	RANDE SOMMA & ASSOCIATES LLC
	 	 
	 	By:	/s/ Rande Somma
	 	 	RANDE SOMMA,
	 	 	PRESIDENT
	 	 
	Tower Defense & Aerospace, LLC	 
	17672 Laurel Park Drive North, Suite 400E	 
	Livonia, Michigan 48152	 
	248-675-6000	 
	 	 
	Rande Somma & Associates LLC	 
	794 Palms Road	 
	Bloomfield Hills, Michigan 48304	 
	248-520-1817	 


 



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