Subscription Agreement

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:

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.

  (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;

  (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

  (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