Unassociated Document


    Exhibit
10.2


    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”)

    


    Dated
August 9, 2009

    


    WITNESSETH

    


    WHEREAS,
Dynamic is engaged in the clean tech and the renewable energy industry (“Dynamic’s
Business”);

    


    WHEREAS,
Shlomo, Eliezer and Samuel possess business development and management
capabilities mainly in the clean tech and renewable energy sectors such as
carbon credit projects;

    


    WHEREAS,
Shlomo, Eliezer and Samuel (each such person, a “Shareholder” and collectively,
the “Shareholders”) own and control Green Biofuels Holding Ltd. (“GBH”);

    


    WHEREAS
GBH is focusing its activity in the clean tech and the renewable energy
industry;

    


    WHEREAS,
Dynamic has signed with GBH a co-operation agreement whereby GBH has transferred
to Dynamic Contractual rights and/or other rights that relate to carbon credit
projects in China and Eastern Europe. Dynamic-GBH agreement is annexed to this
agreement as Appendix
“A” (the
“Dynamic-GBH Agreement”).


    


    WHEREAS,
Dynamic is wishing to expand its business activity, inter alia, in the carbon
credit projects and in Kenaf related projects;

    


    WHEREAS,
Dynamic offered managers at GBH the opportunity to work at Dynamic’s Israeli
subsidiary to operate as Dynamic’s business development arm in the clean tech
and renewable energy sectors at terms and conditions to be agreed upon, and the
managers of GBH and GBH accepted Dynamic’s offer; and

    


    NOW
therefore, in consideration of the mutual promises and undertakings of the
Parties, it is hereby agreed as follows:

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

       

    

    Article
I

     

    CONTRIBUTION

     

    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 7,178,750
shares of common stock of the Company to each of Shlomo, Eliezer and Samuel,
which shall constitute an issuance of 21,538,250 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.

    


    Article
II

    


    REPRESENTATION
AND WARRANTIES

    


     Section
2.1 Representations
and Warranties of Shareholders.  Each of Shareholder hereby
represents and warrants, jointly and severally, to Dynamic as
follows:

     

     (a)  Authority and
Capacity. Such Shareholder has full requisite power, capacity and
authority to execute, deliver and perform this Agreement and to consummate the
transactions contemplated hereby.

     

     (b) Investment
Representations. Each Shareholder
acknowledges, represents and agrees to Dynamic, with respect to the common stock
of Dynamic issued or to be issued to such person hereunder (the “Issued Common Stock”),
that:

     

     (i) the
Issued Common Stock have not been registered under the Securities Act of 1933,
as amended (the “Securities
Act”) or registered or qualified under any applicable state securities
laws;

     

     (ii) the
Issued Common Stock are being issued to such person in relieance upon exemptions
from such registration or qualification requirements, and the availability of
such exemptions depends in part upon such person’s bona fide investment intent
with respect to the Issued Common Stock;

     

    
      
        
        

      

      
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     (iii) such
person’s acquisition of the Issued Common Stock is solely for his/her own
account for investment, and such person is not acquiring the Issued Common Stock
for the account of any other person or with a view toward resale, assignment,
fractionalization, or distribution thereof;

     

     (iv) such
person shall not offer for sale, sell, transfer, pledge, hypothecate or
otherwise dispose of any of the Issued Common Stock except in accordance with
the registration requirements of the Securities Act and applicable state
securities laws or upon delivery to the Company of an opinion of legal counsel
reasonably satisfactory to the Company that an exemption from registration is
available;

     

     (v) such
person is an “accredited investor” within the meaning of Rule 501 promulgated
under the Securities Act, and such person has such knowledge and experience in
financial and business matters that he/she is capable of evaluating the merits
and risks of an investment in the Issued Common Stock, and to make an informed
investment decision;

     

     (vi) such
person has had the opportunity to ask questions of the Company, and receive
answers concerning such person’s acquisition of the Issued Common Stock and to
obtain such other information concerning the Company and the Issued Common
Stock, to the extent the Company possessed the same or could acquire it without
unreasonable effort or expense, as such person deemed necessary in connection
with making an informed investment decision;

     

     (vii) since
the Issued Common Stock have not been registered under the Securities Act or
applicable state securities laws, such person must bear the economic risk of
holding the Issued Common Stock for an indefinite period of time, and he/she is
capable of bearing such risk;

     

     (viii) if
such person is not a United States person (as defined by Section 7701(a)(30) of
the Internal Revenue Code of 1986, as amended (the “Code”)),
such Shareholder hereby represents that the Shareholder has satisfied itself as
to the full observance of the laws of its jurisdiction in connection with any
invitation to subscribe for the Issued Common Stock or any use of this
Agreement, including (i) the legal requirements within its jurisdiction for the
purchase of the Issued Common Stock, (ii) any foreign exchange restrictions
applicable to such purchase, (iii) any government or other consents that may
need to be obtained in connection with such purchase, and (iv) the income tax
and other tax consequences, if any, that may be relevant to the purchase,
holding, redemption, sale or transfer of the Issued Common Stock;
and

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

    

     (viii) in
addition to any other legends required by law or the other agreements entered
into in connection herewith, each certificate evidencing the Issued Common Stock
will bear a conspicuous restrictive legend substantially as
follows:

     

    THE
SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (“ACT”), OR UNDER ANY
APPLICABLE STATE SECURITIES LAWS, AND THEY CANNOT BE OFFERED FOR SALE, SOLD,
TRANSFERRED, PLEDGED OR OTHERWISE HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE
REGISTRATION REQUIREMENTS OF THE ACT AND SUCH OTHER STATE LAWS OR UPON DELIVERY
TO THIS COMPANY OF AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE COMPANY THAT
AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

    


    Article
III.

    


    CERTAIN
COVENANTS AND AGREEEMENTS

     

     Section
3.1 Covenants Relating
to the Conduct of the GBH Group.  Each Shareholder hereby
agrees that, without the prior written consent of Dynamic, such person will not,
and will cause its affiliates not to, at any time after the date of this
Agreement and until one (1) year following the date on which none of GBH Group
or its affiliates owns, directly or indicrely, any interest in Dynamic, directly
or indirectly engage in any Competitive Business (as defined below); provided,
however, that such Shareholder or any of its affiliates may invest in the
securities of any enterprise (but without otherwise participating in the
activities of such enterprise) if (x) such securities are listed on any national
or regional securities exchange or in the over-the-counter market or have been
registered under Section 12(g) of the Securities Act of 1934, as amended, and
(y) such party does not beneficially own (as defined in Rule 13d-3 promulgated
under the Securities Act of 1934) in excess of 5% of the outstanding equity of
such enterprise.   Any Shareholder or its affiliates shall be
deemed to be engaging in a Competitive Business if such person, directly or
indirectly, engages or invests in, owns, manages, operates, controls or
participates in the ownership, management, operation or control of or provides
financial support to any business engaged in the Competitive Business.
“Competitive Business” means a business which is involved in operating in the
carbon credit market industry or in the production, manufacturing or sale of
products using kenaf.

    


    Article
IV

    


    MISCELLANEOUS

    


     Section
4.1  Further
Assurances.  The parties hereto, and their respective
successors and assigns, covenant and agree to take or cause to be taken all such
further acts, including the execution and delivery of documents, instruments,
certificates of title, conveyances, and powers of attorney, as may be requested
by any other party hereto to consummate the transactions contemplated
hereby.  Without limiting the generality of the foregoing, each
Shareholder covenants and agrees to take any and all actions, and to execute,
acknowledge and deliver any and all documents and assurances as the Company may
reasonably require for the later assuring, assigning, and transferring unto the
Company of the Carbon Credit Project, and to protect the right, title and
interest of the Company in and to, and its enjoyment of, the Carbon Credit
Project as described in the Dynamic-GBH Agreement.

     

    
      
        
        

      

      
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     Section
4.2  Survival of Representations,
Warranties and Covenants.  All representations, warranties,
covenants and agreements made by the parties hereto shall survive the date
hereof.  All statements contained in any certificate, schedule,
exhibit or other instrument delievered pursuant to this Agreement shall be
deemed to have been representations and warranties by the respective party or
parties, as the case may be, and shall also survive without limitation despite
any investigation made by any party hereto or on its behalf.

     

     Section
4.3 Amendments
and Waivers.  This Agreement may be amended, modified, or
superseded only by written instrument executed by each party
hereto.  Any waiver of the terms, provisions, covenants,
representations, warranties, or conditions hereof shall be made only by a
written instrument executed and deliervered by such party or an authorized
officer of such party, as applicable.  The failure of any party at any
time or times to require performance of any provision hereof shall in no manner
affect the right to enforce the same.  No waiver by any party of any
condition, or of the breach of any term, provision, covenant, representation, or
warranty contained in this Agreement in 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 condition or the breach of any other term,
provision, covenant, representation, or warranty.

     

     Section
4.4 Entire
Agreement; Conflicts.  This Agreement (including the exhibits
hereto, all of which are by this reference fully incorporated into this
Agreement), the documents and materials expressly referred to in schedules or
exhibits hereto set 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. In the event of any conflict or inconsistency
between the provisions of this Agreement and the contents or provisions of any
schedule or exhibit hereto, the provisions of this Agreement shall be deemed
controlling.

     

     Section
4.5 Successors
and Assigns.  All of the terms, provisions, covenants,
representations, warranties, and conditions of this Agreement shall be binding
on and shall inure to the benefit of and be enforceable by the parties hereto
and their respective successors, but this Agreement and the rights and
obligations hereunder shall not be assignable or delegable by any
party.

     

     Section
4.6 Applicable
Law.  This 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.

     

    
      
        
        

      

      
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    Section
4.7 Mediation
Preceding Arbitration.

     

    If a
dispute arises out of or relates to this contract, or the breach thereof, 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 to this Subscription 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:
      

              	/s/ Ori Goore 	 
	 	 	
                Name:
      Ori Goore

              	 
	 	 	
                Title:
      Chief Executive Officer

              	 


      

    

    
       

      
        
          	 	
                  
                    AND

                  

                	 
	 	 	 	 
	
                	
                	/s/ Shlomo Palas	 
	 	 	Shlomo
      Palas	 


        

      

      
        
           

          
            
              	
                    	
                    	/s/ Eynat Keshet Abramovitz	 
	 	 	
                      (Power of Attorney for
      Samuel Keshet

                      (see Exhibit
      A)

                      Samuel
      Keshet

                    	 


            

          

          
            
               

              
                
                  	
                        	
                        	/s/ Eliezer
      Weinberg	 
	 	 	
                          Eliezer
      Weinberg

                        	 


                

              

               

              
                
                  
                  

                

                
                  6

                  
                    

                  

                

                
                  
                  

                

              

            

          

        

      

    

     

    Exhibit
A

    POWER OF
ATTORNEY

    


    I the
undersigned, Mr. Samuel Keshet, I.D. No. 030164529, hereby assign Eynat Keshet
Abramovitz, Advocate from Zichron Yaakov, to be my true and lawful Attorney in
all my affairs concerning Dynamic Application Corp. and/or Eco Mode Ltd.,
without prejudice to the general purport thereof, to perform and/or sign all or
any of the actions, matters, agreements and/or documents
hereinafter;

    


    
      	
              1.

            	
              Open,
      maintain or close bank accounts (including, but not limited to, checking
      accounts, savings accounts, and certificates of deposit), brokerage
      accounts, and other similar accounts with financial
      institutions.

            


    

    


    
      	
               
      

            	
              a.

            	
              Conduct
      any business with any banking or financial situation with respect to any
      of my accounts, including, but not limited to, making deposits and
      withdrawals, obtaining bank statements, passbooks, drafts, money orders,
      warrants, and certificates or vouchers payable to me by any person, firm,
      corporation or political entity.

            


    

    


    
      	
              2.

            	
              Sell,
      exchange, by, invest, or reinvest any assets or property owned by
      me.  Such assets or property may include income producing or
      non-income producing assets and
property.

            


    

    


    
      	
              3.

            	
              Enter
      into binding contracts on my behalf, including and not limited to,
      co-operation and partnership agreements, subscription
      agreements.

            


    

    


    
      	
              4.

            	
              Exercise
      all stock rights on my behalf as my proxy, including all rights with
      respect to stocks, bonds, debentures, or other
  investments.

            


    

    


    
      	
              5.

            	
              Maintain
      and/or operate any business that I may
own.

            


    

    


    
      	
              6.

            	
              Prepare,
      sign, and file documents with any governmental body or agency, including,
      but not limited to, authorization
to:

            


    

    


    
      	
               
      

            	
              a.

            	
              Prepare,
      sign and file income and other tax returns with governmental
      bodies.

            


    

    


    
      	
               
      

            	
              b.

            	
              Obtain
      information or documents from any government or its agencies, and
      negotiate, compromise, or settle any matter with such government or agency
      (including tax matters).

            


    

    


    
      	
               
      

            	
              c.

            	
              Prepare
      applications, provide information, and perform any other act reasonably
      requested by any government or its agencies in connection with
      governmental benefits.

            


    

    


    
      	
              7.

            	
              Transfer
      any of my assets to the trustee of any revocable trust created by me, if
      such trust is in existence at the time of such
  transfer.

            


    

    


    
      	
              8.

            	
              Disclaim
      any interest which might otherwise be transferred or distributed to me
      from any other person, estate, trust, or other entity, as may be
      appropriate.

            


    

    


    
      	
              9.

            	
              Draw
      up, sign and issue any statements, claims or notices over the signature of
      any notary, competent authority or other
  official.

            


    

    


    This
Power of Attorney shall be construed broadly as a General Power of
Attorney.  The listing of specific powers is not intended to limit or
restrict the general powers granted in this Power of Attorney in any
manner.

     

     

    
      	In witness I hereto set my signature	
               

            	/s/
      Samuel Keshet	 
	 	 	Samuel
      Keshet	 


    

     

    Today:
Aug. 7th,
2009

    


    In
witness whereof I hereby authenticate the signature of Mr. Samuel Keshet with my
own signature and seal.

     

     

    
      
        	
              	
                 

              	/s/
      Eynat Keshet
      Abramovitz	 
	 	 	

                Eynat
      Keshet Abramovitz, Advocate

                L.N.
      52973

              	 


      

    

     

    Today:
August 7th,
2009

    
       

      
        
          
          

        

        
          7