OWC Pharmaceutical Research Corp. Sample Contracts

FORM OF EQUITY PURCHASE AGREEMENT
Equity Purchase Agreement • December 23rd, 2015 • OWC Pharmaceutical Research Corp. • Surgical & medical instruments & apparatus • New York

THIS EQUITY PURCHASE AGREEMENT entered into as of the ____ day of ________, 2015 (this “AGREEMENT”), by and between KODIAK CAPITAL GROUP, LLC, a Delaware limited liability company (“INVESTOR”), and OWC PHARMACEUTICAL RESEARCH CORP., a Delaware corporation (the “COMPANY”).

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FORM OF REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 23rd, 2015 • OWC Pharmaceutical Research Corp. • Surgical & medical instruments & apparatus • New York

This Registration Rights Agreement (“Agreement”), dated _______________, is made by and between OWC PHARMACEUTICAL RESEARCH CORP., Delaware corporation (“Company”), and KODIAK CAPITAL GROUP, LLC a Delaware limited liability company (the “Investor”).

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PERSONAL EMPLOYMENT AGREEMENT
Personal Employment Agreement • April 30th, 2019 • OWC Pharmaceutical Research Corp. • Surgical & medical instruments & apparatus

THIS PERSONAL EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of February 1, 2018 by and between One World Cannabis Ltd. (the “Company”), and Alon Sinai (the “Employee”).

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Contract
Subscription Agreement • November 4th, 2016 • OWC Pharmaceutical Research Corp. • Surgical & medical instruments & apparatus • Delaware

THIS SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF UNITS (THE "UNIT OFFERING"), EACH UNIT COMPRISED OF ONE (1) SHARE OF COMMON STOCK (THE "SHARES") AND ONE (1) CLASS B COMMNON STOCK PURCHASE WARRANT (THE "CLASS B WARRANT"). THE UNIT OFFERING IS BEING IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S PROMULGATED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE "SEC") UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT").

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SENSOIL LTD - REPRESENTATIVE AGREEMENT
Representative Agreement • April 10th, 2014 • Dynamic Applications Corp • Surgical & medical instruments & apparatus

This REPRESENTATIVE AGREEMENT (herein after referred as the “Agreement”) is executed as of the 17th day of April 2013 (the “Effective Date”) by and between SENSOIL Innovations Ltd, an Israeli company, with an address: 27 Maskit St., Hertzliya 46733 Israel, herein after referred as SENSOIL and Dynamic Applications Corp., a Delaware corporation with offices located at 14 Menachem Begin Street, Ramat Gan, 52700 Israel, herein after referred to as the "Representative."

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PATENT TRANSFER AND SALE AGREEMENT
Patent Transfer Agreement • April 10th, 2014 • Dynamic Applications Corp • Surgical & medical instruments & apparatus

THIS AGREEMENT (hereinafter: the "Agreement") made this day of March 27, 2008 among Appelfeld Zer Fisher, Advocates and Patent Attorneys from address: B.S.R Tower 1, Floor 16, 2 Ben Gurion Rd., Ramat Gan, Israel (hereinafter: "AZF"). And "Dynamic Applications Corp", A Delaware Corporation, from address: 113 Barksdale Professional Center, Newark, Delaware, County of New Castle, Zip Code 19711 (hereinafter "the Company"). ("AZ.F" and the "Company hereinafter: the "Parties"). WITNESSETH: WHEREAS, AZF desires to sell, assign, convey, and transfer the Patent title and interests therein to the Company, and the Company desires to buy and acquire the Patent and all intellectual property rights therein, all in accordance with the terms and conditions of this Agreement; and NOW, THEREFORE, in consideration of the receipt of the payments specified hereunder, the Parties, intending to be legally bound, hereby agree as follows: 1. DEFINITIONS AND INTERPRETATION "The Patent": Unit

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RESEARCH AGREEMENT
Research Agreement • January 12th, 2017 • OWC Pharmaceutical Research Corp. • Surgical & medical instruments & apparatus

This Research Agreement (“Agreement”) is made and entered into this 29th day of December, 2016, by and between One World Cannabis Ltd., a company duly incorporated under the laws of the State of Israel, having its registered office at 7 Imber Street, Petach Tikva, 4951141, Israel, by its authorized representative, Mr. Ziv Turner, CEO (the “Company”)

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SERVICES AGREEMENT
Services Agreement • April 23rd, 2015 • OWC Pharmaceutical Research Corp. • Surgical & medical instruments & apparatus

THIS SERVICES AGREEMENT (the "Agreement") is dated as of this 2nd day of October, 2014, between Dynamic Applications Corp., a Delaware corporation (the "Company") and Shmuel De-Saban, a resident of Israel (the "Advisor"). The Company and the Advisor are sometimes referred to collectively, as the "Parties" and individually, as a "Party."

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Re: Amendment to Employment Agreement
Employment Agreement • April 30th, 2019 • OWC Pharmaceutical Research Corp. • Surgical & medical instruments & apparatus

Reference is made to your employment agreement with One World Cannabis Ltd. (the “Company”) dated June 4, 2017, as amended (the “Agreement”; All capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Agreement). This letter documents the agreed amendments to the Agreement, effective as of July 1, 2018 (the “Effective Date”):

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LOAN AGREEMENT
Loan Agreement • September 30th, 2016 • OWC Pharmaceutical Research Corp. • Surgical & medical instruments & apparatus • New York

THIS LOAN AGREEMENT (this “Agreement”) by and between Medmar LLC., a legal entity constituted under the laws of the State of Maryland, USA (“Medmar” or “Lender”) and One World Cannabis Ltd., a company organized under the laws of the State of Israel (“OWC” or “Borrower”) , duly executed and delivered on this 28th day of September, 2016, is, effective as of September 22, 2016 (the “Effective Date”).

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PERSONAL EMPLOYMENT AGREEMENT
Personal Employment Agreement • April 16th, 2018 • OWC Pharmaceutical Research Corp. • Surgical & medical instruments & apparatus

THIS PERSONAL EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of February 1, 2018 by and between One World Cannabis Ltd. (the “Company”), and Alon Sinai (the “Employee”).

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Re: Change to Scope of Employment
Personal Employment Agreement • April 30th, 2019 • OWC Pharmaceutical Research Corp. • Surgical & medical instruments & apparatus

This letter is to document our agreement that as of April 1, 2018, your scope of employment with Company under the Agreement shall be reduced to a part time basis of 60% out of a full time position. Following reduction in your scope of employment: (i) work hours shall be coordinated between you and the Company from time to time; and (ii) all employment related benefits based on employment scope other than the Salary (such as, without limitation, vacation entitlement) shall be reduced accordingly to the reduced lower scope of employment.

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Service Agreement
Service Agreement • June 9th, 2015 • OWC Pharmaceutical Research Corp. • Surgical & medical instruments & apparatus

This Agreement (“Agreement”) is made and entered in Tel Aviv this 22 day of October, 2014 by and between Medical Research Infrastructure Development and Health Services Fund by the Chaim Sheba Medical Center, a nonprofit organization incorporated under the Laws of the State of Israel, represented by its authorized representative Sheba Medical Center (“the Fund”) A private company duly incorporated under the laws of the State of Israel having its registered office at Jaffa Shaeri Niknur 14, represented by its authorized representative, One World Cannabis .LTD (“Client”) Whereas: Client wishes that the Fund shall provide it with the Services, as defined bellow, AND Whereas: The Fund agrees to provide Client with the Services subject and according to the terms and conditions set forth in this Agreement; Now, therefore, the parties declare and agree as follows: 1. THE PREAMBLE 1.1. The Preamble to this Agreement as well as all the Agreement’s appendices constitu

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AMENDMENT NO. 1 TO EQUITY PURCHASE AGREEMENT
Equity Purchase Agreement • May 24th, 2016 • OWC Pharmaceutical Research Corp. • Surgical & medical instruments & apparatus • New York

AMENDMENT NO. 1 TO EQUITY PURCHASE AGREEMENT dated as of May 17, 2016 (the “Amendment”), is made by and between OWC Pharmaceutical Research Corp., a Delaware corporation (the “Company”) and Kodiak Capital Group, LLC, a Delaware limited liability company (the “Investor”).

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Consulting Agreement
Consulting Agreement • April 16th, 2018 • OWC Pharmaceutical Research Corp. • Surgical & medical instruments & apparatus • New York

This consulting agreement (the “Agreement”) is entered into as of July 24, 2017, by and between One World Cannabis Ltd, an Israeli company with its principal place of business at 30 Shaham St., Petach-Tikva, Israel (the “Company”), and Zeas Technolgoy & Science Management Ltd., an Israeli company with its principal place of business at 34 Harav Friedman, Tel-Aviv, Israel (“Consultant”).

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SETTLEMENT AGREEMENT
Settlement Agreement • July 21st, 2014 • Dynamic Applications Corp • Surgical & medical instruments & apparatus

THIS SETTLEMENT AGREEMENT (the “Agreement”) is dated as of this 15th day of July, 2014, by and between Ori Goore, a resident of Israel ("Goore") and Dynamic Applications Corp., a Delaware corporation (the “Company”), with offices located at 14 Menachem Begin Street, Ramat Gan 52700, Israel. Mr. Goore and the Company are sometimes referred to collectively, as the "Parties," and individually, as a "Party." WHEREAS, Mr. Goore has served as an officer and director of the Company from February 2009 until the date of this Agreement; and WHEREAS, Mr. Goore has agreed with the Company that, in consideration for: (i) the issuance by the Company of 250,000 restricted shares of the Company's common stock (the "Goore Shares"); (ii) the grant by the Company of 150,000 warrants exercisable for a period of 24 months from the date of this Agreement at an exercise price of US$0.14 per share (the "Goore Warrants"); and (iii) the wire payment of US$7,500 (the "Goore Wire") collectively, the "Consid

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LICENSE AGREEMENT
License Agreement • November 28th, 2016 • OWC Pharmaceutical Research Corp. • Surgical & medical instruments & apparatus

This License Agreement (this "Agreement"), entered into on November 27, 2016 (the "Effective Date"), is entered into by and between Emilia Cosmetics Ltd., a company organized under the laws of the State of Israel ("Emilia"), OWC Pharmaceutical Research Corp., a company organized under the laws of the State of Delaware of USA ("OWCP"), One World Cannabis Ltd., a company organized under the laws of the State of Israel ("OWC Ltd."; OWC Ltd. and OWCP shall be referred to hereunder together as "OWC").

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Co-operation and Partnership Agreement by and among Dynamic Applications Corp. A company incorporated under the laws of Delaware having its principal office at 7, Menachem Begin street, Ramat Gan, Israel 52521 (“Dynamic” or the “Company”) And Green...
Co-Operation and Partnership Agreement • August 10th, 2009 • Dynamic Applications Corp • Surgical & medical instruments & apparatus • Tel-Aviv

WHEREAS, GBH has a contractual right to a carbon credit project in Fuxin, China and has access to various carbon credit projects in other locations in China and East Europe, including current and future interests in such projects and current and future opportunity to enter into an agreement carbon credit projects, (collectively, the “Carbon Credit Project”). Such definition, inter alia, includes the list of current Carbon Credit Projects annexed as Appendix “A” hereto.

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Subscription Agreement (the “Agreement”) by and among Dynamic Applications Corp. A company incorporated under the laws of Delaware having its principal office at 7, Menachem Begin Street, Ramat Gan, Israel 52521 (“Dynamic” or the “Company”) And,...
Subscription Agreement • August 10th, 2009 • Dynamic Applications Corp • Surgical & medical instruments & apparatus • Tel-Aviv

WHEREAS, Shlomo, Eliezer and Samuel possess business development and management capabilities mainly in the clean tech and renewable energy sectors such as carbon credit projects;

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Termination Agreement by and among Dynamic Applications Corp. A company incorporated under the laws of Delaware having its principal office at 7, Menachem Begin street, Ramat Gan, Israel 52521 ("Dynamic" or the "Company") And Green Biofuels Holding...
Termination Agreement • January 15th, 2010 • Dynamic Applications Corp • Surgical & medical instruments & apparatus • Tel-Aviv

WHEREAS, the Company and GBH have entered into that certain Co-operation and Partnership Agreement dated August 9, 2009 and into an amendment thereto, dated November 5, 2009 (together, “the “Cooperation Agreement”); and

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MEMORANDUM OF UNDERSTANDING
Memorandum of Understanding • October 29th, 2015 • OWC Pharmaceutical Research Corp. • Surgical & medical instruments & apparatus • New York

BETWEEN: One World Cannabis Ltd, a legal entity organized under the laws of the State of Israel, having a place of business at 22, Shacham Street, Petach Tikva, Israel, herein acting and represented by Ziv Turner, its Chief Executive Officer, duly authorized for the purposes hereof as he so declares;

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SERVICES AGREEMENT
Services Agreement • April 23rd, 2015 • OWC Pharmaceutical Research Corp. • Surgical & medical instruments & apparatus

THIS SERVICES AGREEMENT (the "Services Agreement") is dated as of this 1st day of November, 2014, between Dynamic Applications Corp., a Delaware corporation (the "Company") and Mordechai Bignitz, a resident of the State of Israel (the "Executive"). The Company and the Executive are sometimes referred to collectively, as the "Parties" and individually, as a "Party."

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DEVELOPMENT AGREEMENT
Development Agreement • March 7th, 2013 • Dynamic Applications Corp • Surgical & medical instruments & apparatus

This DEVELOPMENT AGREEMENT (the “Agreement”), executed the 5th day of March, 2013 (the “Effective Date”), is by and between Dynamic Applications Corp., a Delaware corporation, with offices located at 14 Menachem Begin Street, Ramat Gan, 52700, Israel (the “Company”) and GUMI Tel Aviv Ltd, a company organized under the laws of Israel with offices located at 10 Hamashbir Street, Holon 58855, Israel ("GUMI"). The Company and GUMI shall hereinafter be referred to individually, as a “Party” and collectively, as the “Parties.”

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One World Cannabis Ltd. Consulting Agreement
Consulting Agreement • April 30th, 2019 • OWC Pharmaceutical Research Corp. • Surgical & medical instruments & apparatus • Tel-Aviv

This Agreement (“Agreement”) is entered into as of October 1, 2018 (the “Effective Date”), by and between One World Cannabis Ltd., an Israeli company with offices at 30 Shaham St., Petach-Tikva, Israel (the “Company”) and Kinarti Ltd., an Israeli Company No. 515530731 with its principal place of business at 204 Hanarkissim St., Bitsaron, Israel (the “Consultant”).

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Contract
Consulting Services Agreement • December 22nd, 2016 • OWC Pharmaceutical Research Corp. • Surgical & medical instruments & apparatus • New York

Consulting Services Agreement This Corporate Advisory Consulting Agreement (this "Agreement"), is made as of December 16, 2016, between OWC Pharmaceutical Research Corp., a Delaware corporation, having its principal place of business located at 22 Shacham Street, P.O.B. 8324, Petach Tikva 4918103 Israel (the "Company") and Jeff Smurlick, having an address at 10861 Bal Harbor Drive, Boca Raton, FL 33498 (the "Consultant"). The Company and the Consultant are sometimes referred to individually, as a "Party" and collectively, as the "Parties." RECITALS: A. The Consultant has the professional business and financial expertise and experience in the areas of investor relations and business development; B. The Consultant is offering its services as a consultant to the Company and the Company desires to retain the Consultant as an independent contractor; and C. The Parties agree that this Agreement reflects the entire understanding and agreement between the Parties on the subject mat

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Amendment No. 1 to the Executive Employment Agreement Between Dynamics Applications Corp.
Executive Employment Agreement • October 15th, 2009 • Dynamic Applications Corp • Surgical & medical instruments & apparatus • Delaware

This Amendment No. 1 to the Executive Employment Agreement, dated October 13, 2009 (this “Amendment”), between Dynamic and Asher Zwebner (the “Executive”).

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AGREEMENT
Shareholder Agreement • July 21st, 2014 • Dynamic Applications Corp • Surgical & medical instruments & apparatus

THIS AGREEMENT (the “Agreement”) is dated as of this 15th day of July, 2014, by and between Eli Gonen, a resident of Israel ("Gonen") and Dynamic Applications Corp., a Delaware corporation (the “Company”), with offices located at 14 Menachem Begin Street, Ramat Gan, 52700, Israel. Mr. Gonen and the Company are sometimes referred to collectively, as the "Parties," and individually, as a "Party." WHEREAS, Mr. Gonen has served as Chairman of the Board of Directors of the Company since February 2009; and WHEREAS, in consideration for his service to the Company, Mr. Gonen has agreed with the Company that he will be issued shares and granted warrants as follows: (i) the issuance by the Company of 250,000 restricted shares of the Company's common stock (the "Gonen Shares"); and (ii) the grant by the Company of 150,000 warrants exercisable for a period of 24 months from the date of this Agreement at an exercise price of US$0.14 per share (the "Gonen Warrants"); and (iii) so long as Mr. G

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EMPLOYMENT AGREEMENT BETWEEN DYNAMIC APPLICATIONS CORPORATION AND AMIR ELBAZ
Employment Agreement • November 19th, 2008 • Dynamic Applications Corp • Surgical & medical instruments & apparatus • New York

THIS AGREEMENT made effective as of the 1st day of November, 2008, (“Effective Date”) by and between Dynamic Applications Corporation, a Delaware corporation with a principal place of business at46 Techelet Street, Modiin, Israel 71700 (hereafter the "Company"), and Amir Elbaz, with a principal place of business at 147 East 82nd Street, New York, New York 10028 (hereafter the "Employee").

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ADDENDUM As of July 27, 2015 to SERVICE AGREEMENT As of October 22, 2014 Between Medical Research Infrastructure Development and Health Services Fund by the Chaim Sheba Medical Center (hereinafter: "the Fund") And One World Cannabis Ltd. (hereinafter:...
Service Agreement • August 13th, 2015 • OWC Pharmaceutical Research Corp. • Surgical & medical instruments & apparatus
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MODIFICATION AGREEMENT
Modification Agreement • April 22nd, 2013 • Dynamic Applications Corp • Surgical & medical instruments & apparatus

This MODIFICATION AGREEMENT (the “Modification Agreement”), executed the 17th day of April, 2013 (the “Effective Date”), is by and between Dynamic Applications Corp., a Delaware corporation, with offices located at 14 Menachem Begin Street, Ramat Gan, 52700, Israel (the “Company”) and GUMI Tel Aviv Ltd, a company organized under the laws of Israel with offices located at 10 Hamashbir Street, Holon 58855, Israel ("GUMI"). The Company and GUMI shall hereinafter be referred to individually, as a “Party” and collectively, as the “Parties.”

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MEMORANDUM OF UNDERSTANDING
Memorandum of Understanding • November 4th, 2016 • OWC Pharmaceutical Research Corp. • Surgical & medical instruments & apparatus • New York

THIS MEMORANDUM OF UNDERSTANDING ("JV/MOU") is entered into on the date set forth on the signature page hereof. BETWEEN: One World Cannabis Ltd. ("OWC"), a legal entity organized under the laws of the State of Israel, having a place of business at 22, Shacham Street, Petach Tikva, Israel, herein acting and represented by Ziv Turner, its Chief Operating Officer, duly authorized for the purposes hereof as he so declares; AND: Michepro Holding Ltd, a legal entity constituted under the laws of the State of Cyprus, having a place of business in Nicosia ("EU Partner"); herein acting and represented by Michael A Barth, its Director, duly authorized for the purposes hereof as he so declares. WHICH PARTIES DECLARE THE FOLLOWING: WHEREAS, OWC is a wholly-owned Israeli subsidiary of OWC Pharmaceutical Research Corp., a public company organized under the laws of the State of Delaware (OTCQB: OWCP) ("OWCP"), is focused on discovering, developing and commercializing cannabis-based novel therap

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AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 24th, 2016 • OWC Pharmaceutical Research Corp. • Surgical & medical instruments & apparatus • New York

AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT dated as of May 17, 2016 (the “Amendment”), is made by and between OWC Pharmaceutical Research Corp., a Delaware corporation (the “Company”) and Kodiak Capital Group, LLC, a Delaware limited liability company (the “Investor”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 3rd, 2018 • OWC Pharmaceutical Research Corp. • Surgical & medical instruments & apparatus • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated April 30, 2018 (the “Execution Date”), is by and among OWC Pharmaceutical Research Corp., a Delaware corporation with offices located at 2, Ben Gurion Street, 5257334 Ramat Gan, Israel (the “Company”), and each of the investors listed on the Schedule of Purchasers attached hereto (individually, a “Purchaser” and collectively, the “Purchasers”).

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MEMORANDUM OF UNDERSTANDING THIS MEMORANDUM OF UNDERSTANDING ("MOU") is entered into on the date set forth on the signature page hereof.
Memorandum of Understanding • October 29th, 2015 • OWC Pharmaceutical Research Corp. • Surgical & medical instruments & apparatus • New York

BETWEEN: One World Cannabis Ltd, a legal entity organized under the laws of the State of Israel, having a place of business at 22, Shacham Street, Petach Tikva, Israel, herein acting and represented by Ziv Turner, its Chief Executive Officer, duly authorized for the purposes hereof as he so declares;

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Re: Amendment to Consulting Agreement
Consulting Agreement • April 30th, 2019 • OWC Pharmaceutical Research Corp. • Surgical & medical instruments & apparatus

Reference is made to the Consulting Agreement between you and One World Cannabis Ltd. (the “Company”), dated August 1, 2017 as amended (the “Agreement”; capitalized terms not defined herein shall have the meaning given to them in the Agreement). This letter hereby documents the agreement reached between us with respect to certain amendments to the Agreement, effective as of May 1, 2018, as follows:

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