STOCK PURCHASE AGREEMENT


 


THIS STOCK PURCHASE AGREEMENT (this “Agreement”)
dated as of May __, 2014, by and between Alon Nigri (the “Seller”) and the Purchasers identified on Composite Exhibit
A attached hereto (collectively referred to herein as the “Purchaser”). Composite Exhibit A may be in one or more parts.


 


RECITALS


 


WHEREAS, Seller is the owner of 6,000,000 shares
of the issued and outstanding shares of Common Stock, $0.003 par value (the “Shares”) of QurApps, Inc., a Nevada corporation
(the “Company”).


 


WHEREAS, Pursuant to the terms and conditions
of this Agreement, Seller desires to sell, and Purchaser desires to purchase, all of the Seller’s rights, title, and interest
in and to all of the Shares as further described herein.


 


NOW, THEREFORE, in consideration of the covenants,
promises and representations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:


 


1. Agreement
to Purchase and Sell. Subject to the terms and conditions of this Agreement, simultaneous with the execution and delivery
of this Agreement, Seller shall sell, assign, transfer, convey, and deliver to Purchaser, and Purchaser shall accept and purchase,
the Shares and any and all rights in the Shares to which Seller is entitled, and by doing so Seller shall be deemed to have assigned
all of his rights, titles and interest in and to the Shares to Purchaser. Such sale of the Shares shall be evidenced by stock
certificates, duly endorsed in blank or accompanied by stock powers duly executed in blank or other instruments of transfer in
form and substance reasonably satisfactory to the transfer agent of the Company.


 


2. Consideration.
In consideration for the sale of the Shares, Purchaser shall deliver to Seller (the “Purchase Price”) an aggregate
of $_____ ($0.02 per share).


 


3. Closing;
Deliveries.


 


(a)
The purchase and sale of the Shares shall be held on or before May __, 2014  (the “Closing”).


 


(b) At the Closing, Seller
shall deliver to Purchaser (A) stock certificates evidencing the Shares, duly endorsed in blank or accompanied by stock powers
duly executed in blank, or other instruments of transfer in form and substance reasonably satisfactory to Purchaser, (B)
any documentary evidence of the due recordation in the Company’s share register of Purchaser’s full and unrestricted
title to the Shares, and (C) such other documents as may be required under applicable law or reasonably requested by Purchaser.
Within two (2) business days after Closing Purchaser shall deliver to Seller the Purchase Price by wire transfer of immediately
available funds to an account designated by the Seller.


 


4. Representations
and Warranties of Seller. As an inducement to Purchaser to enter into this Agreement and to consummate the transactions contemplated
herein, Seller represents and warrants to Purchaser as follows:


 


4.1 Authority. Seller has the right,
power, authority and capacity to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to
perform his obligations under this Agreement. This Agreement constitutes the legal, valid and binding obligations of Seller, enforceable
against Seller in accordance with the terms hereof.


 




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4.2 Ownership. Seller is the sole
record and beneficial owner of the Shares, has good and marketable title to the Shares, free and clear of all Encumbrances (hereafter
defined), other than applicable restrictions under applicable securities laws, and has full legal right and power to sell, transfer
and deliver the Shares to Purchaser in accordance with this Agreement. “Encumbrances” means any liens, pledges, hypothecations,
charges, adverse claims, options, preferential arrangements or restrictions of any kind, including, without limitation, any restriction
of the use, voting, transfer, receipt of income or other exercise of any attributes of ownership. Upon the execution and delivery
of this Agreement, Purchaser will receive good and marketable title to the Shares, free and clear of all Encumbrances, other than
restrictions imposed pursuant to any applicable securities laws and regulations. There are no stockholders’ agreements, voting
trust, proxies, options, rights of first refusal or any other agreements or understandings with respect to the Shares.


 


4.3 Valid Issuance. The Shares are
duly authorized, validly issued, fully paid and non-assessable, and were not issued in violation of any preemptive or similar rights.


 


4.4 No Conflict. None of the execution,
delivery, or performance of this Agreement, and the consummation of the transactions contemplated hereby, conflicts or will conflict
with, or (with or without notice or lapse of time, or both) result in a termination, breach or violation of (i) any instrument,
contract or agreement to which the Seller is a party or by which he is bound, or to which the Shares are subject; or (ii) any federal,
state, local or foreign law, ordinance, judgment, decree, order, statute, or regulation, or that of any other governmental body
or authority, applicable to the Seller or the Shares.


 


4.5 No Consent. No consent, approval,
authorization or order of, or any filing or declaration with any governmental authority or any other person is required for the
consummation by the Seller of any of the transactions on its part contemplated under this Agreement.


 


4.6 No Other Interest. Neither Seller
nor any of his respective affiliates has any interest, direct or indirect, in any shares of capital stock or other equity in the
Company or has any other direct or indirect interest in any tangible or intangible property which the Company uses or has used
in the business conducted by the Company, or has any direct or indirect outstanding indebtedness to or from the Company, or related,
directly or indirectly, to its assets, other than the Shares.


 


4.7 No General Solicitation or Advertising.
Neither any Seller nor any of its affiliates nor any person acting on its or their behalf (i) has conducted or will conduct any
general solicitation (as that term is used in Rule 502(c) of Regulation D) or general advertising with respect to any of the Shares,
or (ii) made any offers or sales of any security or solicited any offers to buy any security under any circumstances that would
require registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”).


 


4.8. Capitalization. The authorized
capital of the Company consists of 75,000,000 shares of common stock, par value $0.003, of which a total of 7,380,004 shares are
issued and outstanding (the “Issued and Outstanding Common Stock”) The Issued and Outstanding Common Stock has been
duly authorized, issued, fully paid and nonassessable, free and clear of all liens, charges, pledges, security interests, encumbrances,
right of first refusal, preemptive right or other restriction. No person, firm or corporation has any right, agreement, warrant
or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option to require
the Company to issue any shares in its capital or to convert any securities of the Company or of any other company into shares
in the capital of the Company.


 




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4.9 Assets. The Company has good and
marketable title to all of its assets, and such assets are free and clear of any financial encumbrances not disclosed in the financial
statements included in the SEC Reports defined below;


 


4.10. SEC Reports. The Company has filed
all reports required to be filed by it under the Securities Act and the United States Securities Exchange Act of 1934, as amended
(the “Exchange Act”), including pursuant to Section 13(a) or 15(d) of the Exchange Act, (the “SEC Reports”)
on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration
of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of
the Securities Act and the Exchange Act and the rules and regulations of the United States Securities and Exchange Commission (the
“Commission”) promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a
material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein,
in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the
SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission
with respect thereto as in effect at the time of filing;


 


4.11 Registration/Anti-Dilution Rights.
The Company is not a party to or bound by any agreement or understanding granting registration or anti-dilution rights to any person
with respect to any of its equity or debt securities; no person has a right to purchase or acquire or receive any equity or debt
security of the Company.


 


4.12. Further Assistance. The Seller
agrees to execute and deliver such other documents and to perform such other acts as shall be necessary to effectuate the purposes
of this Agreement.


 


4.13. Litigation. There are no actions,
suits, proceedings, judgments, claims or investigations pending or threatened by or against the Company or affecting the Company
or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign,
or before any arbitrator of any kind. The Company has no knowledge of any default on its part with respect to any judgment, order,
writ, injunction, decree, award, rule or regulation of any court, arbitrator, or governmental agency or instrumentality or any
circumstance which would result in the discovery of such default.


 


4.14. Liabilities. There are no trade
payables, accrued expenses, liabilities, obligations or commitments which the Company would be required to accrue or reflect in
its financial statements pursuant to GAAP as of the date hereof.


 


4.15. Tax Returns. The Company has timely
filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof.
Each of such income tax returns reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate,
are immaterial. In addition, all such tax returns are correct and complete in all material respects. All taxes of the Company which
are (i) shown as due on such tax returns, (ii) otherwise due and payable or (iii) claimed or asserted by any taxing
authority to be due, have been paid, except for those taxes being contested in good faith and for which adequate reserves have
been established in the financial statements included in the financial statements in accordance with GAAP. There are no liens for
any taxes upon the assets of the Company, other than statutory liens for taxes not yet due and payable. The Company does not know
of any proposed or threatened tax claims or assessments.


 


4.16. Books and Records. The books and
records, financial and otherwise, of the Company are in all material aspects complete and correct and have been maintained in accordance
with good business and accounting practices.


 




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4.17 Full Disclosure. No representation
or warranty of the Seller to the Purchaser in this Agreement omits to state a material fact necessary to make the statements herein,
in light of the circumstances in which they were made, not misleading. There is no fact known to the Seller that has specific application
to the Shares or the Company that materially adversely affects or, as far as can be reasonably foreseen, materially threatens the
Shares or the Company that has not been set forth in this Agreement.


 


4.18 Offering
on Form S-1.


 


(a)  Seller is the duly appointed President,
Secretary, Treasurer and sole Director of the Company, has been duly appointed to and now holds such offices, and no person, other
than Seller, has ever been an officer or director of the Company;


 


(b) Attached hereto as Exhibit B,
is a true and correct copy of the shareholders list (the “Shareholders List”) of the Company, and the Shareholders
List, dated March 21, 2014, is also true, correct and accurate as of May 12, 2014;


 


(c) The Shareholder’s List indentifies
all holders of common stock of the Company;


 


(d) Except for Seller, each holder of common
stock on the Shareholders List purchased his or her shares identified on the Shareholders List directly from the Company as part
of an offering registered with the SEC on Registration Statement on Form S-1 (File No. 333-190431; the “Registration Statement”),
declared effective by the SEC on October 7, 2013;


 


(e) Seller delivered a copy of the Prospectus,
part of the Registration Statement, to each of the holders of common stock on the Shareholders List (except Seller), prior to each
such holder’s purchase of shares of common stock in the offering registered under the Registration Statement;


 


(f) Each of the holders of common stock
on the Shareholders List paid and delivered to the Company the full purchase price for his or her shares;


 


(g) Except for Seller, none of the holders
of common stock on the Shareholders List has ever been an officer, director or holder of more than 5% of the shares of common stock
or voting power of the Company; and


 


(h) Except for Seller, none of the holders
of common stock on the Shareholders List has ever, directly or indirectly, controlled, acted in common control with or been controlled
by the Company or ever otherwise been an “affiliate” of the Company within the meaning of SEC Rule 405, promulgated
pursuant to the Securities Act.


 


5. Representations and Warranties of Purchaser.
As an inducement to Seller to enter into this Agreement and to consummate the transactions contemplated herein, Purchaser represents
and warrants to Seller as follows:


 


5.1 Authority. Purchaser has the
right, power, authority and capacity to execute and deliver this Agreement, to consummate the transactions contemplated hereby
and to perform his obligations under this Agreement. This Agreement constitutes the legal, valid and binding obligations of Purchaser,
enforceable against Purchaser in accordance with the terms hereof.


 




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5.2 No Consent. No consent, approval,
authorization or order of, or any filing or declaration with any governmental authority or any other person is required for the
consummation by the Purchaser of any of the transactions on its part contemplated under this Agreement.


 


5.3 No Conflict. None of the execution,
delivery, or performance of this Agreement, and the consummation of the transactions contemplated hereby, conflicts or will conflict
with, or (with or without notice or lapse of time, or both) result in a termination, breach or violation of (i) any instrument,
contract or agreement to which Purchaser is a party or by which he is bound; or (ii) any federal, state, local or foreign law,
ordinance, judgment, decree, order, statute, or regulation, or that of any other governmental body or authority, applicable to
Purchaser.


 


5.4 Potential Loss of Investment.
Purchaser understands that an investment in the Shares is a speculative investment which involves a high degree of risk and the
potential loss of his entire investment.


 



5.5 Receipt of Information. Purchaser has received all documents, records, books and other information
pertaining to his investment that has been requested by the Purchaser, including without limitation, the Securities and Exchange
Commission (“SEC”) filings made by the Company. Purchaser further agrees and acknowledges that the Company is a shell
company.


 


5.6 No Advertising. At no time was
the Purchaser presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement, or
any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and
concurrently with such communicated offer.


 


5.7 Investment Experience. The Purchaser
(either by himself or with his advisors) is (i) experienced in making investments of the kind described in this Agreement, (ii)
able, by reason of his business and financial experience to protect his own interests in connection with the transactions described
in this Agreement, and (iii) able to afford the entire loss of his investment in the Shares.


 


5.8 Investment Purposes. The Purchaser
is acquiring the restricted Shares for his own account as principal, not as a nominee or agent, for investment purposes only, and
not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part and no other person has a direct
or indirect beneficial interest in the amount of restricted Shares the Purchaser is acquiring herein. Further, the Purchaser does
not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such
person or to any third person, with respect to the restricted Shares the Purchaser is acquiring.


 


6. Indemnification;
Survival.


 


6.1 Indemnification. Each party hereto
shall jointly and severally indemnify and hold harmless the other party and such other party’s agents, beneficiaries, affiliates,
representatives and their respective successors and assigns (collectively, the “Indemnified Persons”) from and against
any and all damages, losses, liabilities, taxes and costs and expenses (including, without limitation, attorneys’ fees and
costs) (collectively, “Losses”) resulting directly or indirectly from (a) any inaccuracy, misrepresentation, breach
of warranty or nonfulfillment of any of the representations and warranties of such party in this Agreement, or any actions, omissions
or statements of fact inconsistent with in any material respect any such representation or warranty, (b) any failure by such party
to perform or comply with any agreement, covenant or obligation in this Agreement.


 




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6.2 Survival. All representations,
warranties, covenants and agreements of the parties contained herein or in any other certificate or document delivered pursuant
hereto shall survive the date hereof until the expiration of the applicable statute of limitations.


 


7. Miscellaneous.


 


7.1 Further Assurances. From time
to time, whether at or following the Closing, each party shall make reasonable commercial efforts to take, or cause to be taken,
all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable, including as required by applicable
laws, to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement.


 


7.2 Notices. All notices or other
communications required or permitted hereunder shall be in writing shall be deemed duly given (a) if by personal delivery, when
so delivered, (b) if mailed, three (3) business days after having been sent by registered or certified mail, return receipt requested,
postage prepaid and addressed to the intended recipient as set forth below, or (c) if sent through an overnight delivery service
in circumstances to which such service guarantees next day delivery, the day following being so sent to the addresses of the parties
as indicated on the signature page hereto. Any party may change the address to which notices and other communications hereunder
are to be delivered by giving the other parties notice in the manner herein set forth.


 


7.3 Choice of Law; Jurisdiction.
This Agreement shall be governed, construed and enforced in accordance with the laws of the State of Florida, without giving effect
to principles of conflicts of law. Each of the parties agree to submit to the jurisdiction of the federal or state courts located
in Port St. Lucie County, Florida in any actions or proceedings arising out of or relating to this Agreement. Each of the parties,
by execution and delivery of this Agreement, expressly and irrevocably (i) consents and submits to the personal jurisdiction of
any of such courts in any such action or proceeding; (ii) consents to the service of any complaint, summons, notice or other process
relating to any such action or proceeding by delivery thereof to such party as set forth in Section 7.2 above and (iii) waives
any claim or defense in any such action or proceeding based on any alleged lack of personal jurisdiction, improper venue or forum
non conveniens or any similar basis. EACH OF THE UNDERSIGNED HEREBY WAIVES FOR ITSELF AND ITS PERMITTED SUCCESSORS AND ASSIGNS
THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INSTITUTED IN CONNECTION WITH THIS AGREEMENT.


 


7.4 Entire Agreement. This Agreement
sets forth the entire agreement and understanding of the parties in respect of the transactions contemplated hereby and supersedes
all prior and contemporaneous agreements, arrangements and understandings of the parties relating to the subject matter hereof.
No representation, promise, inducement, waiver of rights, agreement or statement of intention has been made by any of the parties
which is not expressly embodied in this Agreement.


 


7.5 Assignment. Each party’s
rights and obligations under this Agreement shall not be assigned or delegated, by operation of law or otherwise, without the other
party’s prior written consent, and any such assignment or attempted assignment shall be void, of no force or effect, and
shall constitute a material default by such party.


 


7.6 Amendments. This Agreement may
be amended, modified, superseded or cancelled, and any of the terms, covenants, representations, warranties or conditions hereof
may be waived, only by a written instrument executed by the parties hereto.


 




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7.7 Waivers. The failure of any party
at any time or times to require performance of any provision hereof shall in no manner affect the right at a later time to enforce
the same. No waiver by any party of any condition, or the breach of any term, covenant, representation or warranty contained in
this Agreement, whether by conduct or otherwise, in any one or more instances shall be deemed to be or construed as a further or
continuing waiver of any such condition or breach or a waiver of any other term, covenant, representation or warranty of this Agreement.


 


7.8 Counterparts. This Agreement
may be executed simultaneously in two or more counterparts and by facsimile, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.


 


7.9 Severability. If any term,
provisions, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full
force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions
contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination, the parties shall negotiate
in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable
manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.


 


7.10 Interpretation. The parties agree
that this Agreement shall be deemed to have been jointly and equally drafted by them, and that the provisions of this Agreement
therefore shall not be construed against a party or parties on the ground that such party or parties drafted or was more responsible
for the drafting of any such provision(s). The parties further agree that they have each carefully read the terms and conditions
of this Agreement, that they know and understand the contents and effect of this Agreement and that the legal effect of this Agreement
has been fully explained to its satisfaction by counsel of its own choosing.


 


7.11 Further Assurances. At the reasonable
request of Purchaser and without demanding further consideration from Purchaser, Seller agrees to execute and deliver to Purchaser
such other documents and instruments, and do and perform such other acts and things, as may be reasonably necessary for effecting
completely the consummation of the transfer of ownership in and to the Shares as contemplated hereby, as well as the deposit of
the Shares with a broker-dealer.


 


IN WITNESS WHEREOF, the parties have duly executed
this Stock Purchase Agreement as of the date first above written.


 


	 	SELLER:
	 	 
	 	 
	 	Alon Nigri 


 




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Composite
Exhibit A


Purchasers’
Signature Pages


 


	Purchaser
    Name	 	No.
    Shares to 

be Acquired	 	Purchase
    

Price Per 

Share	 	Total
    

Purchase 

Price
	 	 	 	 	 	 	 
	 	 	[_________]	 	$	[__]	 	$
    	[__]
	 	 	 	 	 	 	 	 	 
	Sign:	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name: [Insert name]	 	 	 	 	 	 	 	 




 






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