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...
Exhibit
10.1
by
and among
A company
incorporated under the laws of Delaware having its principal office at 7,
Xxxxxxxx
Xxxxx street, Ramat Gan, Israel 52521
("Dynamic" or the "Company")
And
Green
Biofuels Holding Ltd,
A company
registered at 00 Xxxxxxx Xxxxxx, Xxxx Xxxxx, Xxxxxx
(“GBH”)
And
Xxxxxx
Xxxxx (I.D. no. 57313579)
Xxxxxx
Xxxxxx (I.D. no. 030164529)
Xxxxxxx
Xxxxxxxx (I.D. no. 065137408)
(collectively,
the “Shareholders”)
Dated
January 12, 2010
WITNESSETH
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
WHEREAS, the Company and the
Shareholders have entered into that certain Subscription Agreement dated August
9, 2009, as amended dated November 5, 2009 (together, the “Subscription Agreement”);
and
WHEREAS, the Company and GBH,
and the Company and the Shareholders have reached an understanding that it is in
their best interest that the Cooperation Agreement and the Subscription
Agreement (together, the “Agreements”) shall be
terminated, as set forth herein below;
NOW THEREFORE, in
consideration of the mutual promises and undertakings of the Parties contained
in this agreement, and for other good and valuable consideration, the receipt of
which by each party is hereby acknowledged, it is hereby agreed as
follows:
|
1.
|
The
Company and GBH hereby agree that as of the signing date of this Agreement
below (the "Effective
Time") the Cooperation Agreement shall be terminated, canceled and
without force or effect, and that each of the Company and GBH shall have
no further liabilities or obligations
thereunder.
|
1
|
2.
|
The
Company and each of the Shareholders hereby agree that as of the Effective
Time the Subscription Agreement, and the subscription for and issuance of
common stock of the Company contemplated thereby, shall be terminated,
canceled and without force or effect, the securities contemplated by the
Subsciption Agreement have not been and shall not be issued to any of the
Shareholders and that each of the Company and GBH shall have no further
liabilities or obligations to each other
thereunder.
|
|
3.
|
Any
and all rights, title and interest in, and any and all obligations and
liabilities of any nature arising out of or relating to the Carbon Credit
Project (as defined in the Cooperation Agreement) and arising out of or
relating to the Cooperation Agreement (collectively, the "Transferred
Items") contributed, conveyed, assigned, assumed, transferred or delivered
from GBH to the Company under such Cooperation Agreement, are hereby
agreed as of the Effective Time to be contributed, conveyed, assigned,
assumed, transferred or delivered from the Company to GBH. The
Company hereby consents to and GBH agrees, acknowledges, assumes and
consents to such Transferred Items. Without limiting the
foregoing, the Transferred Items shall include any and all rights or
obligations signed by Dynamic concerning activities related to carbon
credit, including the contract signed with CDVT for PDD activities, dated
September 4, 2009 and the Assignment Agreement dated 12, August
2009.
|
|
4.
|
Each
of GBH and the Shareholders hereby agrees to indemnify, defend and hold
harmless the Company and its directors, officers and shareholders from any
damages, losses, liabilities, obligations, claims of any kind, interest or
expenses (including, without limitation, reasonable attorneys' fees)
arising out of or relating to the Transferred Items or the execution,
delivery or performance of this Termination Agreement. The Company hereby
agrees to indemnify, defend and hold harmless each of GBH and the
Shareholders from any damages, losses, liabilities, obligations, claims of
any kind, interest or expenses (including, without limitation, reasonable
attorneys' fees) directly resulting from the sale of
securities by the Company pursuant to the Cooperation Agreement or
resulting from the Company's activities prior to the date hereof, related
to the Transferred Items, that were done without the consent of GBH and
the Shareholders.. Without limiting the generality or effect of the
foregoing, the Company and each of GBH and the Shareholders
hereby as
of the Effective Time waive any claim or cause of action
(including without limitation any tort claim or cause of action based
upon, arising out of or related to any representation or warranty or
agreement made in connection with the Cooperation Agreement or the
Subscription Agreement), known and unknown, foreseen and unforeseen, which
such person or its affiliates may have against the other parties hereto or
their directors, officers or stockholders, at any point in time, including
without limitation under the common law or federal or state securities
laws, trade regulation laws or other laws (including any relating to tax,
environmental or employee matters), by reason of any of the Agreements,
the expenses incurred by such person in connection with
the Agreements or the performance thereof, the events giving
rise to or subject matter of any of the Agreements and the
transactions contemplated thereby.
|
|
5.
|
Entire Agreement;
Conflicts. This Termination Agreement sets forth the entire
agreement and understanding of the parties with respect to the
transactions contemplated hereby and supersede all prior agreements,
arrangements, and understandings, whether written or oral, relating to the
subject matter hereof.
|
2
|
6.
|
Applicable
Law. This Termination Agreement shall be governed by and
construed under the laws of the State of Israel without giving effect to
rules of conflict of laws and the parties hereto voluntarily,
unconditionally and irrevocably submit to the sole and exclusive
jurisdiction of the appropriate courts of competent jurisdiction of
Tel-Aviv - Jaffa to the absolute exclusion of any other court and any
other jurisdiction.
|
|
7.
|
Mediation Preceding
Arbitration. If a dispute arises out of or relates to this
Termination Agreement, and if the dispute cannot be settled through
negotiation, the parties agree first to try in good faith to settle the
dispute by mediation administered by a mutually agreed upon mediator. If
the parties will not reach an agreement regarding the identity of the
mediator than the district court in Tel Aviv shall have the authority to
decide on the identity of the mediator. If they do not reach such solution
within a period of 60 days, then, upon notice by either party to the
other, all disputes, claims, questions, or differences shall be finally
settled by the appropriate courts of competent jurisdiction of Tel-Aviv –
Jaffa.
|
IN
WITNESS WHEREOF, the parties have duly executed this Termination Agreement on
the date first above written and effective as of the date first written
above.
| DYNAMIC APPLICATIONS CORP. | GREEN BIOFUELS HOLDING LTD. | |||
|
By:
/s/ Xxx Xxxxx
|
By: |
/s/ Xxxxxx Xxxxx
|
||
|
Name:
Xxx Xxxxx
|
Name: | Xxxxxx Xxxxx | ||
|
Title: Chief Executive Officer
|
Title: | Director | ||
| SHAREHOLDERS | ||||
|
/s/
Xxxxxx Xxxxx
|
|
|||
|
Xxxxxx
Xxxxx
|
||||
|
/s/
Xxxxxx Xxxxxx
|
|
|||
|
Xxxxxx
Xxxxxx
|
||||
| /s/ Xxxxxxx Xxxxxxxx | ||||
| Xxxxxxx Xxxxxxxx | ||||
3
