hybridexh10_10.htm


    
      

    


    Exhibit
10.10

     

    TERMINATION
AND RELEASE AGREEMENT

    


    This
TERMINATION AND RELEASE AGREEMENT, (the "Agreement") is entered into effective
as of May 8, 2009 (the "Effective Time") by and between HYBRID DYNAMICS
CORPORATION, a Nevada corporation (the "HDC"), GARDEN RISE INVESTMENTS LTD LLC,
an Ohio limited liability company (“GRI”) and each person and entity who is a
member of GRI, consisting of Birchwood Capital Advisors, Inc., Bella Capital
Corporation, Onofrio Pecararo, Howard Rice, Alan Carter and Walter Marano (each
a "Terminating Member" and collectively the “Terminating Members”) and Mid-Elm
Investments LTD LLC (“Mid-Elm”).

    


    RECITALS

    


    WHEREAS,
the Terminating Members and Mid-Elm are each the owner of a member interest of
GRI, and

    


    WHEREAS,
HDC and GRI desire to effect a termination of the Royalty Agreement dated August
31, 2006 (the “Royalty Agreement”) and entered into by and between HDC and GRI,
and

    


    WHEREAS,
the Terminating Members and Mid-Elm consent to the termination of the Royalty
Agreement and desire to terminate any and all rights they have in said Royalty
Agreement; and

    


    WHERAS,
each Terminating Member desires to terminate his or its ownership of and member
interest in GRI, and

    


    WHEREAS,
HDC is willing to issue additional shares of its stock in consideration of the
Terminating Members’ consent to termination of the Royalty Agreement and their
ownership in GRI.

    


    NOW,
THEREFORE, for and in consideration of the premises and covenants herein
contained, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged and confessed, the parties agree as
follows:

     

    1.      Definitions.  For
purposes of this Agreement, unless otherwise defined herein, capitalized terms
set forth in this Agreement shall have the meaning ascribed to them in this
Agreement.

     

    2.      Purchase
and Sale.  Subject to the terms and conditions hereinafter set
forth:

     

    (a)    
Royalty Agreement.  HDC and GRI each agree to the mutual termination
of the Royalty Agreement, and each Terminating Member consents to such
termination and agrees that each of their rights, title and interest in and to
the Royalty Agreement shall terminate, all of which shall be effective as of the
date of this Agreement.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    (b)    
Member Interest.  Each Terminating Member hereby agrees to surrender
and relinquish his or its member interest of GRI, and hereby transfers each such
member interest to GRI, and each Terminating Member hereby agrees that all
rights, title and interest in and to GRI shall terminate as of the date of this
Agreement and be of no further force and effect.

    


    3.    
Consideration.   HDC shall pay to the Terminating Members an
aggregate of 250,000 shares of the restricted common stock of HDC $0.00015 par
value, which shall be allocated to and among those Terminating Members as set
forth opposite their signatures below (the “Consideration
Shares”).   In the event that HDC issues additional shares of its
common stock in conversion of promissory notes or other debts outstanding as of
the date of this Agreement or in the event HDC issues additional shares of its
common stock to Mark Klein (any such issuance hereinafter referred to as a
"Measurement Transaction"), and if such Measurement Transaction occurs before
the earlier of (i) any financing transaction by which HDC raises not less than
$600,000 of capital by the issuance of its stock or notes or (ii) September 30,
2009 (the “Anti-Dilution Cut-Off Date”), then HDC agrees to issue additional
Consideration Shares to the Terminating Members such that the aggregate
Consideration Shares received by the Terminating Members will be not less than
2.2% of the issued and outstanding shares of HDC common stock including the
Measurement Transactions (but excluding any shares issued in any financing
transaction).  In no event will any adjustment be made to
Consideration Shares following the Anti-Dilution Cut-Off Date.

    


    4.    
No Adjustment to Consideration.  The Terminating Members each agree
that the Consideration Shares shall constitute the full and absolute
consideration for all conveyances hereunder, including all rights, title and
interest in and to the Royalty Agreement and/or GRI, whether known or unknown as
of the effective date hereof.  Other than as provided in Section 3,
there shall be no adjustment made to the Consideration, no right of look back or
audit by either a Terminating Member, GRI or HDC following the
Closing.  Neither GRI nor any Terminating Member shall have any right,
title nor call to any undistributed revenues pursuant to the Royalty
Agreement.

    


    Any and
all costs, billings, obligations, cash calls or other liabilities which have
accrued or arisen, whether invoiced by GRI to a Terminating Member
or  not, shall be and are hereby assumed by GRI and no Terminating
Member shall thereafter have no obligation or liability therefor.

    


    5.    
Sale or Transfer of Consideration Shares; Legend.

    


    (a)    
The Consideration Shares and shares issued in respect of the Consideration
Shares shall not be sold or transferred unless either (A) they first have been
registered under the Securities Act of 1934 (the “Act”), or (B) HDC shall have
been furnished with an opinion of counsel reasonably satisfactory to HDC, to the
effect that such sale or transfer is exempt from the registration requirements
of the Act.

    


     (b)    
All of the Consideration Shares shall bear the legend in the following
form:

    


     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    WARNING:  THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS
EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE
SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY. 

    


    6.    
Representations and Warranties of Terminating Members.  Each
Terminating Member, for himself or itself only, represents and warrants to HDC
the following:

    


    (a)    
Terminating Member, if an entity, is a company duly organized, validly existing
and in good standing under the laws of its jurisdiction of formation, and has
all requisite corporate power and authority to own, lease and operate its
properties and to carry on its business as now being conducted;

    


    (b)    
Terminating Member has full power and authority under its articles of formation,
operating agreement and/or by-laws to conduct its business as presently
conducted and to perform its obligations under this Agreement.

    


    (c)    
This Agreement is a legal and binding obligation of Terminating Member,
enforceable in accordance with its terms, except as limited by bankruptcy,
insolvency reorganization, moratorium and similar laws and equitable principles
relating to or limiting creditors' rights generally.

    


    (d)    
Terminating Member owns its member interest in GRI free and clear of all
mortgages, liens, pledges, security interests, charges, claims and encumbrances
of any nature whatsoever that have been created by, through, or under
Terminating Member, but not otherwise.

    


    (e)    
Subject to any requisite consents to assignment or transfer pursuant to this
Agreement, the execution of this Agreement and the consummation of the
transactions contemplated hereby will not result in a breach of, constitute
default under, or result in a violation of the material provisions of any
agreement to which Terminating Member is a party.

    


    (f)    
Terminating Member has been furnished with or has had access to the information
it has requested from HDC and GRI and has had an opportunity to ask questions
and receive answers from management of HDC and GRI.  Terminating
Member acknowledges that he or it has received and had the opportunity to review
copies of HDC’s and GRI’s books and records.  Terminating Member is
either (i) an "accredited investor" (as defined in Rule 501(a) of the Act) or
(ii) alone, or together with a "purchaser representative" (as defined in Rule
501(h) promulgated pursuant to the Act),  has knowledge, experience
and skill in business and financial matters and with respect to investments in
securities so as to enable it to understand and evaluate


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    the
merits and risks of the acquisition of the Consideration Shares of common stock
and to form an investment decision with respect to such
investment.  Terminating Member agrees that each certificate
representing shares of Consideration Shares issued pursuant to this Agreement
will contain the restrictive legend set forth in Section 5(b)(ii) hereof and
acknowledge that stop transfer instructions will be given to HDC’s transfer
agent for the shares of HDC.

    


    7.    
Representations and Warranties of HDC.  HDC represents and warrants to
each Terminating Member and to GRI the following:

    


    (a)    
HDC is a corporation duly organized, validly existing and in good standing under
the laws of the State of Nevada.

     

    (b)    
HDC has full power and authority to carry on its business as presently
conducted, to enter into this Agreement, to perform on the terms described in
this Agreement, and to perform its other obligations under this
Agreement.

     

    (c)    
The execution, delivery and performance of this Agreement and the transactions
contemplated hereby have been duly and validly authorized by all requisite
action on the part of HDC.

     

    (d)    
This Agreement is a legal and binding obligation of HDC, enforceable in
accordance with its terms, except as limited by bankruptcy, insolvency,
reorganization, moratorium and similar laws and equitable principles relating to
or limited creditors' rights generally.

     

    (e)    
HDC has incurred no liability, contingent or otherwise, for brokers' or finders'
fees relating to the transactions contemplated by this Agreement for which
Terminating Members shall have any responsibility whatsoever.

    


    8.    
Representations and Warranties of GRI.  GRI represents and warrants to
each Terminating Member and to HDC the following:

     

    (a)    
GRI is a limited liability company duly organized, validly existing and in good
standing under the laws of the State of Ohio.

     

    (b)    
GRI has full power and authority to carry on its business as presently
conducted, to enter into this Agreement, to perform on the terms described in
this Agreement, and to perform its other obligations under this
Agreement.

     

    (c)    
The execution, delivery and performance of this Agreement and the transactions
contemplated hereby have been duly and validly authorized by all requisite
action on the part of GRI.

     

    (d)    
This Agreement is a legal and binding obligation of GRI, enforceable in
accordance with its terms, except as limited by bankruptcy, insolvency,
reorganization, moratorium and similar laws and equitable principles relating to
or limited creditors' rights generally.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    (e)    
GRI has incurred no liability, contingent or otherwise, for brokers' or finders'
fees relating to the transactions contemplated by this Agreement for which
Terminating Members shall have any responsibility whatsoever.

    


    9.    
Survival of Representations and Warranties.  The representation and
warranties of each Terminating Member in Section 6, of HDC in Section 7 and of
GRI in Section 8 shall survive the Closing for a period of one (1) year from the
Closing Date (as hereinafter defined).

    


    10.    
Closing.

    


    (a)    
Unless the parties hereto mutually agree otherwise and subject to the conditions
stated in this Agreement, the consummation of the transactions contemplated
hereby (herein called the "Closing" and the date of which herein called the
"Closing Date") shall be held as soon as practicable.  The Closing
shall be held at the office of HDC or at such other place as HDC, GRI and the
Terminating Members may agree.

    


    (b)    
At the Closing, the following events shall occur, each being a condition
precedent to the others and each being deemed to have occurred simultaneously
with the others.

    


    (i)    
Each Terminating Member shall execute, acknowledge and deliver an Assignment
covering the surrender and transfer of his or its member interest in the form
(executed in sufficient counterparts to facilitate recording) substantially in
the form as set forth in Exhibit A hereto.

    


    (ii)    
HDC shall instruct and cause its transfer agent to issue the Consideration
Shares to each Terminating Member as specified in Section 3 hereof.

     

    (c)    
After Closing, each party shall execute, acknowledge and deliver or cause to be
executed, acknowledged and delivered such instruments and take such other action
as may be reasonably necessary or advisable to carry out their obligations under
this Agreement and under any document, certificate or other instrument delivered
pursuant hereto or required by law.

    


    11.    
Termination.  This Agreement and the transaction contemplated hereby
may be terminated at any time prior to Closing by the mutual written agreement
of HDC, GRI and each Terminating Member.

    


    12.    
Miscellaneous Provisions.

    


    (a)    
Successors and Assigns.  The terms and conditions of this Agreement
shall inure to the benefit of and be binding upon the respective successors and
assigns of the parties.   Notwithstanding the foregoing, no party
hereto may assign their rights or obligations hereunder prior to Closing without
the written consent of the other parties.

    


    (b)    
Counterparts.  This Agreement may be executed in two or more identical
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.  All
proceedings to be taken and all documents to be executed and delivered
by


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    the
parties at Closing shall be deemed to have been taken and executed
simultaneously with all other proceedings to be taken and documents to be
executed and delivered at Closing and no proceeding shall be deemed taken or any
documents delivered or executed until all have been taken, executed and
delivered at Closing.

    


    (c)    
Titles and Subtitles.  The titles and subtitles used in this Agreement
are used for convenience only and are not to be considered in construing or
interpreting this Agreement.

    


    (d)    
Finder's Fee.  Each party hereto hereby represents and warrants to
each other party hereto that they neither are nor will be obligated for any
finder fee or commission in connection with this transaction.

    


    (e)    
Severability.  If one or more provisions of this Agreement are held to
be unenforceable under applicable law, such provision shall be excluded from
this Agreement and the balance of the Agreement shall be interpreted as if such
provision were so excluded and shall be enforceable in accordance with its
terms.

    


    (f)    
Notices.   Any notice, demand or other communication required to
be given or made under this Agreement shall be in writing and be deemed duly
given or made if delivered or sent by telex or facsimile as
follows:

    


    
      	 
      	
              HDC:

            	
              Hybrid
      Dynamics Corporation

            
	 
      	 
      	
              52-66
      Iowa Avenue

            
	 
      	 
      	
              Paterson,
      NJ 07503

            
	 
      	 
      	 
      
	 
      	
              GRI:

            	
              Garden
      Rise Investments LTD LLC

            
	 
      	 
      	
              P.O.
      Box 21147

            
	 
      	 
      	
              Columbus,
      Ohio 43221

            
	 
      	 
      	 
      
	 
      	
              Terminating
      Member:

            	
              To
      the address appearing below

            


    

    


    Any party
may change its address for the purpose of this Agreement by giving notice of
such change to the other parties pursuant to the provisions of this
section.  Any notice, demand or other communication sent by facsimile
shall be deemed given, in absence of proof to the contrary, upon receipt in a
legible form by the party being served.

    


    (g)    
Legal Costs.   The costs of legal counsel incidental to the
instructions for and the preparation and execution of this Agreement, all
counterparts thereof and all documents executed in connection therewith shall be
borne and paid by the parties who engage such counsel or on whose behalf such
counsel was engaged.

    


    (h)    
Governing Law; Jurisdiction and Venue.  The terms and interpretation
of this Agreement shall be governed by the laws of the State of
Nevada.  In no event shall any other laws or principles of conflicts
of law be used to permit the laws of another jurisdiction to govern, nor to
permit jurisdiction or venue to be other than those specified
herein.  The courts of the State of Nevada shall have exclusive
jurisdiction over any dispute related to this Agreement.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    


    (i)    
Amendments.    No modification, variation or amendment of
this Agreement shall have any force or effect unless it is in writing and signed
by all parties hereto.  Unless the context otherwise so requires, a
reference to this Agreement shall include a reference to this Agreement as
modified, varied or amended from time to time.

    


    (j)    
Entire Agreement.   This Agreement supersedes all prior
proposals, whether oral or written, and all previous negotiations and
understanding among the parties hereto with respect to the subject matter
hereof.

    


    (k)    
Conflicts.   In the event that the provisions of this Agreement
conflict with the provisions of any other agreement or instrument executed and
delivered to effectuate the transactions contemplated by this Agreement, the
provisions of this Agreement shall prevail over all others.

    


    (l)    
Conflict Of Interest.   The parties to this Agreement waive any
conflict of interest by and between the parties hereto that may arise as to
representation of any party hereto by virtue of any relationship of common
management, control or ownership by or among any of the parties or their
affiliates.

    


    (m)    
Incorporation of Exhibits and Schedules.  All Exhibits and Schedules
referred to herein are incorporated herein and made a part of this Agreement for
all purposes.

    


    (n)    
Publicity.   No party shall be entitled to issue any press
releases and other publicity issued concerning this Agreement or the
transactions contemplated hereby, except as may be required by applicable laws
or the applicable rules and regulations of any governmental agency or stock
exchange.

    


    (o)    
Attorneys' Fees.    If any litigation is commenced between
the parties concerning this Agreement, the party prevailing in such litigation
shall be entitled to the reasonable attorneys' fees and expenses of counsel and
court costs incurred by reason of such litigation.

    


    EXECUTED,
this 8th day of May 2009, but effective for all purposes as of the Effective
Time.

    


    
      
        
          
            
              
                	HYBRID
      DYNAMICS CORPORATION	 	 
	 	 	 	 
	 
      	 
      	 
      	 
      
	
                        By:

                      	
                        /S/
      MARK KLEIN

                      	 
      	 
      
	 
      	
                        Print
      Name: Mark Klein

                      	 
      	 
      
	 
      	
                        Print
      Title: President

                      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                        GARDEN
      RISE INVESTMENTS LTD LLC

                      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                        By:

                      	
                        /S/
      JOHN E. RAYL

                      	 
      	 
      
	 
      	
                        Print
      Name: John E. Rayl

                      	 
      	 
      
	 
      	
                        Print
      Title: President

                      	 
      	 
      


                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                
                  
                    
                    

                  

                  
                    7

                    
                      

                    

                  

                  
                    
                    

                  

                

                 

                 

                	
                        SELLER:

                      	 
      	 
      
	
                        Mid-Elm
      Investments LTD LLC

                      	 
      	 
      
	 
      	 
      	 
      
	
                        By:

                      	
                        /S/
      JOHN E. RAYL

                      	 
      	 
      
	 
      	
                        Print
      Name: John E. Rayl

                      	 
      	 
      
	 
      	
                        Print
      Title: President

                      	 
      	 
      
	 
      	 
      	 
      	 
      


              

            

          

        

      

    

     

     

     

     

     

     

     

     

    
      
        
          
            	
                    TERMINATING
      MEMBERS

                  	 	
                    Cash
      Invested

                  	 	 	
                    Consideration
      Shares

                  
	 
      	 	 	 	 	 
	
                    /S/
      ONOFRIO PECARARO

                  	 	$	50,000	 	 	 	100,000
	
                    Signature

                  	 	 	 	 	 	 	 
	
                    Print
      Name: Onofrio Pecararo

                  	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	 	 
	
                    Address

                  	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	 	 
	
                    City                              State                  Zip
      Code

                  	 	 	 	 	 	 	 


          

        

      

    

     

    
      
        
          	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                  /S/ HOWARD
      RICE

                	
                  $25,000

                	
                  50,000

                
	
                  Signature

                	 
      	 
      
	
                  Print
      Name: Howard Rice

                	 
      	 
      
	 	 
      	 
      
	
                  Address

                	 
      	 
      
	 	 
      	 
      
	
                  City State Zip
      Code

                	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                  /S/ ALAN
      CARTER

                	
                  $25,000

                	
                  50,000

                
	
                  Signature

                	 
      	 
      
	
                  Print
      Name: Alan Carter

                	 
      	 
      
	 	 
      	 
      
	
                  Address

                	 
      	 
      
	 	 
      	 
      
	
                  City State Zip
      Code

                	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                  /S/
      WALTER MARANO

                	
                  $25,000

                	
                  50,000

                
	
                  Signature

                	 
      	 
      
	
                  Print
      Name: Walter Marano

                	 
      	 
      
	 	 
      	 
      
	
                  Address

                	 
      	 
      
	 	 
      	 
      
	
                  City State Zip
      Code

                	 
      	 
      


        

      

    

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	
              Bella
      Capital Corporation

            	 
      	 
      
	 
      	 
      	 
      	 
      
	
              By:

            	 
      	
              None

            	
              None

            
	 
      	
              Print
      Name:

            	 
      	 
      
	 
      	
              Print
      Title:

            	 
      	 
      
	 
      	 
      	 
      
	
              Address

            	 
      	 
      
	 
      	 
      	 
      
	
              City                              State                  Zip
      Code

            	 
      	 
      


    

    


    
      	
              Birchwood
      Capital Advisors, Inc.

            	 
      	 
      
	 
      	 
      	 
      	 
      
	
              By:

            	
              /S/
      CHRISTOPHER GIORDANO

            	
              None

            	
              None

            
	 
      	
              Print
      Name:

            	 
      	 
      
	 
      	
              Print
      Title:

            	 
      	 
      
	 
      	 
      	 
      
	
              Address

            	 
      	 
      
	 
      	 
      	 
      
	
              City                              State                  Zip
      Code

            	 
      	 
      


    

    


     

     

     

     

     

     

     

     

    
 

    
      
         


      

      
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