AGREEMENT
AGREEMENT
THIS AGREEMENT (the “Agreement”) is dated as of this 15th day of July, 2014,
by and between Xxx Xxxxx, a resident of Israel ("Gonen") and Dynamic
Applications Corp., a Delaware corporation (the “Company”), with offices located
at 14 Xxxxxxxx Xxxxx Street, Ramat Gan, 52700, 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 Chairman of the Board of Directors of the
Company since February 2009; and
WHEREAS, in consideration for his service to the Company, Xx. Xxxxx 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 Xx. Xxxxx shall remain as Chairman or serve as a director of the
Company, he shall continue to participate in the Company's ESOP or equivalent
plan.
NOW THEREFOR, the Parties agree as follows:
1. Consideration: The Company agrees that immediately upon the execution and
delivery of this Agreement, the Company will: (i) instruct its transfer agent in
writing to issue i/n/o Xxx Xxxxx a certificate evidencing the 250,000 restricted
Gonen Shares; (ii) instruct its counsel to prepare and deliver a certificate
evidencing the 150,000 Gonen Warrants. The Parties further agree that so long as
Xx. Xxxxx shall remain as Chairman or serve as a director of the Company, he
shall continue to participate in the Company's ESOP or equivalent plan.
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/: Xxx Xxxxx /s/: Xxxxxx Xx-Xxxxx
Xxx Xxxxx Xxxxxx Xx-Xxxxx, CFO
