Attached files
| file | filename |
|---|---|
| 8-K - OWC Pharmaceutical Research Corp. | v165908_8k.htm |
Exhibit
99.1
Amendment
to the 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,
Shlomo
Palas (i.d. no 57313579) ("Shlomo")
Samuel
Keshet (i.d. no. 030164529) ("Samuel")
Eliezer
Weinberg (i.d. no. 065137408) ("Eliezer")
(Shlomo,
Samuel and Eliezer, the "GBH
Group").
Dated November
5, 2009
W
I T N E S S E T H
WHEREAS,
the Company and the GBH Group (the “Parties”) entered into the
Subscription Agreement (the “Subscription Agreement”) dated
August 9, 2009, pursuant to which the Company issued 21,538,250 shares of common
stock of the Company to the GBH Group; and
WHEREAS,
in consideration for the Co-operation and Partnership Agreement dated August 9,
2009, including the amendment thereto, the Parties enter into this
agreement;
NOW
therefore, in consideration of the mutual promises and undertakings of the
Parties, it is hereby agreed as follows:
1. Section 1.1 of the
Subscription Agreement is amended and restated (the “Amendment”) in its entirety to
read as follows:
“Section
1.1. Consideration for Carbon
Credit Contribution. As consideration for the covenants and
agreements of GBH under the Dynamic-GBH Agreement, Dynamic shall issue 9,571,666
shares of common stock of the Company to each of Shlomo, Eliezer and Samuel,
which shall constitute an issuance of 28,714,998 of common stock of the Company
in the aggregate. Such issuance shall be subject to the prior
finalization and approval of a stock plan relating to such common stock under
applicable Israeli law by the Company and/or its Israeli
subsidiary.
The
foregoing amounts of shares of common stock of the Company designated to be
issued in connection herewith shall be subject to reduction based on withholding
tax under applicable law. Notwithstanding anything to the contrary
contained herein, each Shareholder shall be solely responsible to pay applicable
withholding tax and other applicable taxes relating to any and all issuance of
common stock of the Company contemplated hereby and to comply with all
applicable law relating to any such tax. The Company shall be
permitted but not obligated to comply with applicable law to deduct any amounts
of withholding tax required to be paid by the Company from any such amount of
common stock to be issued to a Shareholder in accordance with applicable
law.”
1
2. The Parties hereby
restate the Subscription Agreement together with the Amendment, including
representations and warranties therein, as of the date of this
Agreement.
IN
WITNESS WHEREOF, the parties to this Agreement have duly executed this Agreement
on the date first above written and effective as of the date first written
above.
COMPANY:
DYNAMIC
APPLICATIONS INC.
By: 
Title:
Chief Executive Officer
AND
Samuel
Keshet
/s/ Eliezer
Weinberg
Eliezer Weinberg
2