SETTLEMENT AGREEMENT
THIS SETTLEMENT AGREEMENT (the “Agreement”) is dated as
of this 15th day of July, 2014, by and between Xxx Xxxxx, a resident of Israel
("Goore") and Dynamic Applications Corp., a Delaware corporation (the
“Company”), with offices located at 00 Xxxxxxxx Xxxxx Xxxxxx, Xxxxx Xxx 00000,
Israel. Xx. Xxxxx and the Company are sometimes referred to collectively, as the
"Parties," and individually, as a "Party."
WHEREAS, Xx. Xxxxx has served as an officer and director of the Company from
February 2009 until the date of this Agreement; and
WHEREAS, Xx. Xxxxx 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 "Consideration," all as
set in Section 1 below, Xx. Xxxxx shall resign each of his positions with the
Company, namely as CEO and director, evidenced by the Form of Resignation Letter
attached hereto.
NOW THEREFOR, the Parties agree as follows:
1. Consideration and Resignation:
A. The Company agrees that immediately upon the execution and delivery of this
Agreement and receipt of the above-referenced Resignation Letter, the Company
will: (i) instruct its transfer agent in writing to issue i/n/o Xxx Xxxxx a
certificate evidencing the 250,000 Goore Shares; (ii) instruct its counsel to
prepare and deliver a certificate evidencing the 150,000 Goore Warrants; and
(iii) initiate the US$7,500 Goore Wire pursuant to written instructions provided
by Xx. Xxxxx to the Company.
B. Xx. Xxxxx agrees that upon his receipt of the above Consideration, he shall
immediately execute and deliver any additional documentation that the Company
may reasonably request in connection with the Form 8-K that the Company must
file with the United States Securities and Exchange Commission.
2. 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
by the separate Parties hereto in separate counterparts, each of which shall be
deemed to be one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
XXX XXXXX DYNAMIC APPLICATIONS CORP.
/s/: Or Goore /s/: Xxx Xxxxx
Xxx Xxxxx Xxx Xxxxx, Chairman
