Unassociated Document


    Exhibit
10.1

     

    Co-operation and Partnership
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

     

    Green
Biofuels Holding Ltd,

     

    A company
registered at 17 Haetrog Street, Rosh Hayin, Israel

     

    (“GBH”)

    


    Dated
August 9, 2009

    


    WITNESSETH

    


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

    


    WHEREAS,
GBH is a company that is focusing its activity in the clean tech and the
renewable energy industry;

     

    WHEREAS,
GBH has a contractual right to a carbon credit project in Fuxin, China and has
access to various carbon credit projects in other locations in China and East
Europe, including current and future interests in such projects and current and
future opportunity to enter into an agreement carbon credit projects,
(collectively, the “Carbon
Credit Project”). Such definition, inter alia, includes the list of
current Carbon Credit Projects annexed as Appendix
“A” hereto.

    


    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:

     

    
      
        
        

      

      
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    Article
I

     

    CONTRIBUTION

     

     Section
1.1. Contribution
of Carbon Credit Project.  GBH hereby agrees  to
contribute, convey, assign, transfer and deliver to Dynamic all of the
GBH’s  right, title and interest in, to and under the Carbon Credit
Project, including, without limitation, all contractual right or rights to
execute carbon credit projects and all rights of whatever kind and nature
existing or arising under such contractual right or existing or arising out of
the operation of the business contemplated by such Carbon Credit Project.
Dynamic agrees to accept only such contracts or rights under such contracts, as
the Company’s duly appointed officer shall specifically approve to GBH, by
naming in writing such contract,the parties thereto and the contract or rights
accepted by the Company (such contract or right, being an (“Accepted
Project”).

     

    As
compensation for the GBH contribution of referreing Carbon Credit projects to
Dynamic, Dynamic will pay GBH a compensation payment as follows:

     

    3% of
each of the first six years total gross income
derived from Accepted Project referred by GBH to Dynamic.

     

    GBH will
be entitled to the above compensation payment only after an actual paymeny of
the said income was made to Dynamic or to any third party recruited by Dynamic
to participate in the above mentioned projects or to any of its affilated
companies. This compensation will be paid by Dynamic to GBH within 30 days from
the date Dynamic has recived the said income.

     

    The above
compensation payment will apply only when the total gross income derived from
Accepted Project  will reach 1,000,000 Euros for the first
time.

     

    Section
1.2   Financing.

     

    Section
1.2.1  The Company shall arrange financing in the amount of 44,000
Euro (the “Fuxin Amount”) within ten (10) days from the date hereof. This sum
shall be allocated for the Fuxin Project.

     

    The
company will further arrange financing in the amount of 26,000 Euro by the
27th
of August to be allocated to one coal mine and two N20 projects in Ukraine and
Kazachstan (the “Ukraine and Kazachstan Amount”).

     

    The
Parties hereto agree that the provisions of the said amounts shall be allocated
to the promotion and the execution of carbon credit projects in Fuxin, Ukraine
and Kazachstan as mentioned above. After the provision of such amounts GBH will
assign the above carbon credit projects agreements and all of their ownership
interest therein to Dynamic’s (or its wholly-owned subsidiary).

     

    In
additon, Dynamic will provide further financing for the benefit of the
Fuxin,  Ukraine and Kazachstan projects that are mentioned above as
follows:

     

      100,000
Euro up until 15th
September, 2009.

     

      110,000
Euro up until 1st
October, 2009.

     

    
      
        
        

      

      
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    Section
1.2.2. Dynamic further agrees to use its commercially reasonable efforts to
obtain funding for Accepted Projects detailed in Annex A (“Projects Funding”)
and to execute the Accepted Carbon Credit Project by itself or to execute these
projects through third parties.  GBH hereby agrees to provide, and
shall cause its affiliates to provide, on a timely basis, all reasonable
cooperation in connection with the arrangement, provision and delivery of the
Projects Funding as contemplated by this Section, as may be reasonably requested
by the Company.

    


    1.3 GBH
activities will be subject to the CEO of Dynamic. GBH will provide all necessary
time and make all necessary effort to participate in the execution of any of the
above projects accepted by dynamic, as required by Dynamic’s
management.

    


    Article
II

    


    REPRESENTATION
AND WARRANTIES

    


    Section
2.1 Representations
and Warranties of GBH.   GBH hereby represents and
warrants to Dynamic as follows:

     

    (a) Authority and
Capacity.   GBH has full requisite power, capacity and
authority to execute, deliver and perform this Agreement and to consummate the
transactions contemplated hereby.  The execution and deliver of this
Agreement and the consummation of the transactions contmeplated hereby have been
duly and validly authorized by  GBH.

     

    (b) Binding Obligation and
Non-Interference. This Agreement constitutes a valid and binding
obligation of GBH, in accordance with the terms hereof of hereof, subject to
applicable bankruptcy, insolvency, reorganization, or similar laws affecting the
rights of creditors generally. The execution and delivery of this Agreement and
by  GBH does not, and the performance by GBH of the transactions
contemplated hereby will not conflict with the articles of association or
similar governing documents of GBH.

     

    (c) Conveyance of Rights.
Except as specifically described in a schedule to the Fuxin Agreement and any
Accepted Projects  approved by the Company prior to such transfer, the
execution and delivery of this Agreement by GBH, and the assignment by GBH of
the Fuxin Agreement and any Accepted Project does not, and the performance by
GBH of the transactions contemplated hereby and thereby will not (i) conflict
with, or result in any violation of, or constitute a default (with or without
notice or lapse of time, or both) under, or give rise to a right of termination,
cancellation or acceleration of any obligation or to loss of a benefit under the
Fuxin Agreement or such Accepted Projects, or

     

    (ii)
constitute a violation of any laws applicable to the Fuxin Agreement or such
Accepted Projects.

     

    (f) Full Disclosure. The
representations and warranties of GBH  made in this Agreement or in
any schedule or exhibit to this Agreement do not contain any untrue statement of
a material fact or omit to stat a material fact necessary to make the statements
herein or therein not misleading.

     

    
      
        
        

      

      
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    Section
2.2 Representations
and Warranties of Dynamic. Dynamic hereby represents and warrants, to GBH
as follows:

     

    (a)  Authority and
Capacity. Dynamic has full requisite corporate power, capacity and
authority to execute, deliver and perform this Agreement and to consummate the
transactions contemplated hereby.  The execution and deliver of this
Agreement and the consummation of the transactions contemplated hereby have been
duly and validly authorized by  Dynamic.

     

    (b)  Binding Obligation and
Non-Interference. This Agreement constitutes a valid and binding
obligation of Dynamic, in accordance with the terms hereof of hereof, subject to
applicable bankruptcy, insolvency, reorganization, or similar laws affecting the
rights of creditors generally. The execution and delivery of this Agreement and
by  Dynamic does not, and the performance by Dynamic of the
transactions contemplated hereby will not conflict with the articles of
association or similar governing documents of Dynamic.

     

     (c) Full Disclosure. The
representations and warranties of Dynamic  made in this Agreement or
in any schedule or exhibit to this Agreement do not contain any untrue statement
of a material fact or omit to stat a material fact necessary to make the
statements herein or therein not misleading.

    


    
      
        
        

      

      
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    Article
III.

    


    CERTAIN
COVENANTS AND AGREEEMENTS

     

    Section
3.1 Covenants Relating
to the Conduct of GBH. GBH hereby agrees that, without the prior
written consent of Dynamic, it 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 GBH  or its affiliates owns, directly or indirectly,
any interest in Dynamic, directly or indirectly engage in any Competitive
Business (as defined below); provided, however, that GBH 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.  GBH or its
affiliates shall be deemed to be engaging in a Competitive Business if, directly
or indirectly, it 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.

     

    Section
3.2. Bulk
Transfer Law. Each of Dynamic and GBH  hereby waives
compliance with the provisions of the any so-called “bulk transfer law” of any
jurisdiction in connection with the contribution contemplated by this
Agreement.

     

    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,  GBH 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.

     

    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 delivered 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.

     

    
      
        
        

      

      
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    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 delivered 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 Status of the
Parties. GBH is at all times, and will at all times act as, an
independent contractor and not an employee of Dynamic.

    


    Section
4.7 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.

     

    Section 4.8 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.

     

    
      
        
        

      

      
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    IN
WITNESS WHEREOF, the parties to this Cooperation and Partnership 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	 
	 	 	 
	 	
                GREEN
      BIOFUELS HOLDING LTD.

              	 
	 	 	 	 
	
              	
                By:  

              	/s/
      Shlomo Palas	 
	 	 	Name: Shlomo
      Palas	 
	 	 	Title: Director	 
	 	 	 	 


      

    

    
       

      
        
          	
                	
                  By:  
      

                	/s/
      Eliezer Weinberg	 
	 	 	Name: Eliezer
      Weinberg	 
	 	 	Title: Director	 


        

         

        
          
            
            

          

          
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