Warrant Certificate
No. _____


 


NEITHER THE
SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES
NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT
WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION
EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY
SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.”


   


	Effective
    Date:  __________ __, 2011	Void After:
     __________ __, 2016


 


DYNASTAR HOLDINGS,
INC.


 


BROKER’S
WARRANTS TO PURCHASE COMMON STOCK


 


Dynastar
Holdings, Inc. (formerly Medical Design Studios, Inc.), a Nevada corporation (the “Company”), for value received
on __________ __, 2011 (the “Effective Date”), hereby issues to [____________________] (the “Holder”)
[__________] Warrants (collectively, the “Warrant”) to purchase an aggregate of [_______________] whole shares
(each such share as from time to time adjusted as hereinafter provided being a “Warrant Share” and all such
shares being the “Warrant Shares”) of the Company’s Common Stock (as defined below), at the Exercise
Price (as defined below), as adjusted from time to time as provided herein, on or before __________ __, 2016 (the “Expiration
Date”), all subject to the following terms and conditions. This Warrant is one of a series of warrants of like tenor
that have been issued in connection with the Company’s private placement offering of units (the “Offering”),
solely to Gottbetter Capital Markets, LLC and its sub-agents, in accordance with, and subject to, the terms and conditions described
in the Placement Agency Agreement of the Company dated October 27, 2011, as the same may be amended and supplemented from time
to time (the “PA Agreement”).


 


As
used in this Warrant, (i) “Business Day” means any day other than Saturday, Sunday or any other day on which
commercial banks in the City of New York, New York, are authorized or required by law or executive order to close; (ii) “Common
Stock” means the common stock of the Company, par value $0.001 per share, including any securities issued or issuable
with respect thereto or into which or for which such shares may be exchanged for, or converted into, pursuant to any stock dividend,
stock split, stock combination, recapitalization, reclassification, reorganization or other similar event; (iii) “Exercise
Price” means $0.20 per whole share of Common Stock, subject to adjustment as provided herein; (iv) “Trading
Day” means any day on which the Common Stock is traded on the primary national or regional stock exchange on which the
Common Stock is listed, or if not so listed, the OTC Bulletin Board, if quoted thereon, is open for the transaction of business;
and (v) “Affiliate” means any person that, directly or indirectly, through one or more intermediaries, controls,
is controlled by, or is under common control with, a person, as such terms are used and construed in Rule 144 promulgated under
the Securities Act of 1933, as amended (the “Securities Act”).


 



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1.         DURATION
AND EXERCISE OF WARRANTS


 


(a)       Exercise
Period. The Holder may exercise this Warrant in whole or in part on any Business Day on or before 5:00 P.M., Eastern Time,
on the Expiration Date, at which time this Warrant shall become void and of no value.


 


(b)       Exercise
Procedures.


 


(i)        While
this Warrant remains outstanding and exercisable in accordance with Section 1(a), in addition to the manner set forth in Section
1(b)(ii) below, the Holder may exercise this Warrant in whole or in part at any time and from time to time by:


 


(A)       delivery
to the Company of a duly completed and executed copy of the Notice of Exercise attached as Exhibit A (the “Notice
of Exercise”);


 


(B)       surrender
of this Warrant to the Secretary of the Company at its principal offices or at such other office or agency as the Company may
specify in writing to the Holder; and


 


(C)       payment
of the then-applicable Exercise Price per share multiplied by the number of Warrant Shares being purchased upon exercise of the
Warrant (such amount, the “Aggregate Exercise Price”) made in the form of cash, or by certified check, wire
transfer, bank draft or money order payable in lawful money of the United States of America.


 


(ii)        In
addition to the provisions of Section 1(b)(i) above, after the first anniversary of the date of the filing of the Current Report
on Form 8-K reporting the reverse merger (the “Merger”) among the Company, Dynastar Ventures, Inc., a Delaware
corporation, and a wholly owned subsidiary of the Company, the Holder may, in its sole discretion, exercise all or any part of
the Warrant in a “cashless” or “net-issue” exercise (a “Cashless Exercise”) by delivering
to the Company (1) the Notice of Exercise and (2) the original Warrant, pursuant to which the Holder shall surrender the right
to receive upon exercise of this Warrant, a number of Warrant Shares having a value (as determined below) equal to the Aggregate
Exercise Price, in which case, the number of Warrant Shares to be issued to the Holder upon such exercise shall be calculated
using the following formula:


 


	 	X       =   	Y * (A - B)	 
	 	 	A	 


 


with:   X
=    the number of Warrant Shares to be issued to the Holder


  



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	 	Y =	the number of Warrant Shares with respect to which
    the Warrant is being exercised
	 	 	 
	 	A =	the fair market value per share of Common Stock on the date
    of exercise of this Warrant
	 	 	 
	 	B =	the then-current Exercise Price of the Warrant







   


Solely
for the purposes of this paragraph, “fair market value” per share of Common Stock shall mean (A) the average of the
closing sales prices, as quoted on the primary national or regional stock exchange on which the Common Stock is listed, or, if
not listed, the OTC Markets if quoted thereon, on the twenty (20) Trading Days immediately preceding the date on which the Notice
of Exercise is deemed to have been sent to the Company, or (B) if the Common Stock is not publicly traded as set forth above,
as reasonably and in good faith determined by the Board of Directors of the Company as of the date which the Notice of Exercise
is deemed to have been sent to the Company.


 


For
purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares
issued in a cashless exercise transaction shall be deemed to have been acquired by the Holder, and the holding period for such
shares shall be deemed to have commenced, on the date this Warrant was originally issued.


 





(iii)     Upon
the exercise of this Warrant in compliance with the provisions of this Section 1(b), and except as limited pursuant to Section
1(b)(iv), the Company shall promptly issue and cause to be delivered to the Holder a certificate for the Warrant Shares purchased
by the Holder. Each exercise of this Warrant shall be effective immediately prior to the close of business on the date (the “Date
of Exercise”) that the conditions set forth in Section 1(b) have been satisfied, as the case may be. On the first Business
Day following the date on which the Company has received each of this original Warrant, the Notice of Exercise and the Aggregate
Exercise Price (or this original Warrant and a notice of a Cashless Exercise in accordance with Section 1(b)(ii)) (the “Exercise
Delivery Documents”), the Company shall transmit an acknowledgment of receipt of the Exercise Delivery Documents to
the Company’s transfer agent (the “Transfer Agent”). On or before the fifth Business Day following the
date on which the Company has received all of the Exercise Delivery Documents (the “Share Delivery Date”),
the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”)
Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock
to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC
through its Deposit Withdrawal Agent Commission system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated
Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Notice of Exercise, a
certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares
of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of the Exercise Delivery Documents, the
Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which
this Warrant has been exercised, irrespective of the date of delivery of the certificates evidencing such Warrant Shares.


   



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(iv)      Notwithstanding
the foregoing provisions of this Section 1(b), the Holder may not exercise this Warrant if and to the extent that such exercise
would require the Company to issue a number of shares of Common Stock in excess of its authorized but unissued shares of Common
Stock, less all amounts of Common Stock that have been reserved for issue upon the conversion of all outstanding securities convertible
into shares of Common Stock and the exercise of all outstanding options, warrants and other rights exercisable for shares of Common
Stock. If the Company does not have the requisite number of authorized but unissued shares of Common Stock to permit the Holder
to exercise this Warrant, then the Company shall use commercially reasonable efforts to obtain the necessary stockholder consent
to increase the authorized number of shares of Common Stock to permit such Holder to exercise this Warrant pursuant to Section
1(b)(i).


 


(v)      If
the Company shall fail for any reason or for no reason to issue to the Holder, within five (5) Business Days of receipt of the
Exercise Delivery Documents, a certificate for the number of shares of Common Stock to which the Holder is entitled and register
such shares of Common Stock on the Company’s share register or to credit the Holder’s balance account with DTC for
such number of shares of Common Stock to which the Holder is entitled upon the Holder’s exercise of this Warrant, and if
on or after such Business Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver
in satisfaction of a sale by the Holder of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving
from the Company (a “Buy-In”), then the Company shall, within five (5) Business Days after the Holder’s
request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total
purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”),
at which point the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate,
or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such shares of Common
Stock and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number
of shares of Common Stock, times (B) the closing bid price on the date of exercise.


 


(c)     Partial
Exercise. This Warrant shall be exercisable, either in its entirety or, from time to time, for part only of the number of
Warrant Shares referenced by this Warrant; provided, that any such partial exercise must be for an integral number of Warrant
Shares. If this Warrant is exercised in part, the Company shall issue, at its expense, a new Warrant, in substantially the form
of this Warrant, referencing such reduced number of Warrant Shares that remain subject to this Warrant.


 



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(d)       Limitations
on Exercises. Notwithstanding anything to the contrary contained in this Warrant, this Warrant shall not be exercisable by
the Holder hereof to the extent (but only to the extent) that such exercise would cause the Holder or any of its affiliates which
is not, prior to such exercise, already a beneficial owner of greater than 4.99% (the “Maximum Percentage”) of the
Company’s outstanding Common Stock to beneficially own in excess of the Maximum Percentage thereof; provided, however,
that the Holder may waive this Section 1(d) and/or increase the Maximum Percentage to an amount not to exceed 9.99% upon at least
sixty-one (61) days prior written notice to the Company. For the purposes of this paragraph, beneficial ownership and all determinations
and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined in
accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. The limitations contained
in this paragraph shall apply to a successor Holder of this Warrant.


 


(e)       Disputes.
In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the
Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and resolve such dispute in accordance
with Section 15.


 


	2.	ISSUANCE OF WARRANT SHARES


 


(a)      The
Company covenants that all Warrant Shares will, upon issuance in accordance with the terms of this Warrant, be (i) duly authorized,
fully paid and non-assessable, and (ii) free from all liens, charges and security interests, with the exception of claims arising
through the acts or omissions of any Holder and except as arising from applicable Federal and state securities laws.


 


(b)      The
Company shall register this Warrant upon records to be maintained by the Company for that purpose in the name of the record holder
of such Warrant from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner
thereof for the purpose of any exercise thereof, any distribution to the Holder thereof and for all other purposes.


 


(c)      The
Company will not, by amendment of its articles of incorporation, by-laws or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying
out of all the provisions of this Warrant and in the taking of all action necessary or appropriate in order to protect the rights
of the Holder to exercise this Warrant, or against impairment of such rights.


 


	3.	ADJUSTMENTS OF EXERCISE PRICE, NUMBER AND TYPE OF
    WARRANT SHARES


 


(a)      The
Exercise Price and the number of shares purchasable upon the exercise of this Warrant shall be subject to adjustment from time
to time upon the occurrence of certain events described in this Section 3(a); provided, that notwithstanding the provisions
of this Section 3, the Company shall not be required to make any adjustment if and to the extent that such adjustment would require
the Company to issue a number of shares of Common Stock in excess of its authorized but unissued shares of Common Stock, less
all amounts of Common Stock that have been reserved for issue upon the conversion of all outstanding securities convertible into
shares of Common Stock and the exercise of all outstanding options, warrants and other rights exercisable for shares of Common
Stock. If the Company does not have the requisite number of authorized but unissued shares of Common Stock to make any adjustment,
the Company shall use its commercially reasonable efforts to obtain the necessary stockholder consent to increase the authorized
number of shares of Common Stock to make such an adjustment pursuant to this Section 3(a).


  



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(i)        Subdivision
or Combination of Stock. In case the Company shall at any time subdivide (whether by way of stock dividend, stock split or
otherwise) its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior
to such subdivision shall be proportionately reduced and the number of Warrant Shares shall be proportionately increased, and
conversely, in case the outstanding shares of Common Stock of the Company shall be combined (whether by way of stock combination,
reverse stock split or otherwise) into a smaller number of shares, the Exercise Price in effect immediately prior to such combination
shall be proportionately increased and the number of Warrant Shares shall be proportionately decreased. The Exercise Price and
the Warrant Shares, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events
described in this Section 3(a)(i).


 


(ii)        Dividends
in Stock, Property, Reclassification. If at any time, or from time to time, the holders of Common Stock (or any shares of
stock or other securities at the time receivable upon the exercise of this Warrant) shall have received or become entitled to
receive, without payment therefore:


 


(A)      any
shares of stock or other securities that are at any time directly or indirectly convertible into or exchangeable for Common Stock,
or any rights or options to subscribe for, purchase or otherwise acquire any of the foregoing by way of dividend or other distribution,
or


 


(B)      additional
stock or other securities or property (including cash) by way of spin-off, split-up, reclassification, combination of shares or
similar corporate rearrangement (other than shares of Common Stock issued as a stock split or adjustments in respect of which
shall be covered by the terms of Section 3(a)(i) above),


 


then and in
each such case, the Exercise Price and the number of Warrant Shares to be obtained upon exercise of this Warrant shall be adjusted
proportionately, and the Holder hereof shall, upon the exercise of this Warrant, be entitled to receive, in addition to the number
of shares of Common Stock receivable thereupon, and without payment of any additional consideration therefor, the amount of stock
and other securities and property (including cash in the cases referred to above) that such Holder would hold on the date of such
exercise had such Holder been the holder of record of such Common Stock as of the date on which holders of Common Stock received
or became entitled to receive such shares or all other additional stock and other securities and property. The Exercise Price
and the Warrant Shares, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events
described in this Section 3(a)(ii).


 



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(iii)      Reorganization,
Reclassification, Consolidation, Merger or Sale. If any recapitalization, reclassification or reorganization of the
capital stock of the Company, or any consolidation or merger of the Company with another corporation, or the sale of all or
substantially all of its assets or other transaction shall be effected in such a way that holders of Common Stock shall be
entitled to receive stock, securities or other assets or property (an “Organic Change”), then lawful and
adequate provisions shall be made by the Company whereby the Holder hereof shall thereafter have the right to purchase and
receive (in lieu of the shares of the Common Stock of the Company immediately theretofore purchasable and receivable upon the
exercise of the rights represented by this Warrant) such shares of stock, securities or other assets or property as may be
issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number
of shares of such stock immediately theretofore purchasable and receivable assuming the full exercise of the rights
represented by this Warrant. In the event of any Organic Change, appropriate provision shall be made by the Company with
respect to the rights and interests of the Holder of this Warrant to the end that the provisions hereof (including, without
limitation, provisions for adjustments of the Exercise Price and of the number of shares purchasable and receivable upon the
exercise of this Warrant) shall thereafter be applicable, in relation to any shares of stock, securities or assets thereafter
deliverable upon the exercise hereof. To the extent necessary to effect the foregoing provisions, the successor corporation
(if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall
assume by written instrument reasonably satisfactory in form and substance to the Holder executed and mailed or delivered to
the registered Holder hereof at the last address of such Holder appearing on the books of the Company, the obligation to
deliver to such Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such
Holder may be entitled to purchase. If there is an Organic Change, then the Company shall cause to be mailed to the Holder at
its last address as it shall appear on the books and records of the Company, at least 10 calendar days before the
effective date of the Organic Change, a notice stating the date on which such Organic Change is expected to become effective
or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange
their shares for securities, cash, or other property delivered upon such Organic Change; provided, that the failure to
mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action
required to be specified in such notice. The Holder is entitled to exercise this Warrant during the 10-day period commencing
on the date of such notice to the effective date of the event triggering such notice. In any event, the successor corporation
(if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall be
deemed to assume such obligation to deliver to such Holder such shares of stock, securities or assets even in the absence of
a written instrument assuming such obligation to the extent such assumption occurs by operation of law. 


 


(b)      Certificate
as to Adjustments. Upon the occurrence of each adjustment or readjustment pursuant to this Section 3, the Company at its expense
shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to each Holder of this
Warrant a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment
or readjustment is based. The Company shall promptly furnish or cause to be furnished to such Holder a like certificate setting
forth: (i) such adjustments and readjustments; and (ii) the number of shares and the amount, if any, of other property which at
the time would be received upon the exercise of the Warrant.


  



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(c)      Certain
Events. If any event occurs as to which the other provisions of this Section 3 are not strictly applicable but the lack of
any adjustment would not fairly protect the purchase rights of the Holder under this Warrant in accordance with the basic intent
and principles of such provisions, or if strictly applicable would not fairly protect the purchase rights of the Holder under
this Warrant in accordance with the basic intent and principles of such provisions, then the Company's Board of Directors will,
in good faith and subject to applicable law, make an appropriate adjustment to protect the rights of the Holder; provided,
that no such adjustment pursuant to this Section 3(c) will increase the Exercise Price or decrease the number of Warrant Shares
as otherwise determined pursuant to this Section 3.


 


(d)      Adjustment
of Exercise Price Upon Issuance of Additional Shares of Common Stock. In the event the
Company shall at any time prior to the Expiration Date issue Additional Shares of Common Stock, as defined below, without consideration
or for a consideration per share less than the Exercise Price in effect immediately prior to such issue, then the Exercise Price
shall be reduced, concurrently with such issue, to a price (calculated to the nearest cent) determined by multiplying such Exercise
Price by a fraction, (A) the numerator of which shall be (1) the number of shares of Common Stock outstanding immediately prior
to such issue plus (2) the number of shares of Common Stock which the aggregate consideration received or to be received by the
Company for the total number of Additional Shares of Common Stock so issued would purchase at such Exercise Price; and (B) the
denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the number
of such Additional Shares of Common Stock so issued; provided that, (i) for the purpose of this Section 3(d), all shares
of Common Stock issuable upon conversion or exchange of convertible securities outstanding immediately prior to such issue shall
be deemed to be outstanding, and (ii) the number of shares of Common Stock deemed issuable upon conversion or exchange of such
outstanding convertible securities shall be determined without giving effect to any adjustments to the conversion or exchange
price or conversion or exchange rate of such convertible securities resulting from the issuance of Additional Shares of Common
Stock that is the subject of this calculation. For purposes of this Warrant, “Additional Shares of Common Stock” shall
mean all shares of Common Stock issued by the Company after the Effective Date (including without limitation any shares of Common
Stock issuable upon conversion or exchange of any convertible securities or upon exercise of any option or warrant, on an as-converted
basis), other than: (i) shares of Common Stock issued or issuable upon conversion or exchange of any convertible securities,
or exercise of any options outstanding on the Effective Date; (ii) shares of Common Stock issued or issuable upon conversion of
the warrants issued in connection with the Offering; (iii) shares of Common Stock issued or issuable by the Company pursuant
to (A) the Offering or (B) the Merger; (iv) shares of Common Stock issued or issuable by reason of a dividend, stock split, split-up
or other distribution on shares of Common Stock that is covered by Sections 3(a)(i) through 3(a)(iii) above; (v) shares of Common
Stock issued in a registered public offering under the Securities Act; (vi) shares of Common Stock issued or issuable pursuant
to the acquisition of another corporation by the Corporation by merger, purchase of substantially all of the assets or other reorganization
or to a joint venture agreement; or (vii) shares of Common Stock issued or issuable to officers, directors and employees
of, or consultants to, the Company pursuant to stock grants, option plans, purchase plans or other employee stock incentive programs
or arrangements approved by the Board of Directors, or upon exercise of options or warrants granted to such parties pursuant to
any such plan or arrangement. The provisions of this Section 3(d) shall not operate to increase the Exercise Price.


   



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Whenever
the Exercise Price is adjusted pursuant to this Section 3(d), the number of shares of Common Stock issuable upon exercise of this
Warrant shall be inversely proportionally adjusted such that the aggregate Exercise Price of this Warrant remains equal immediately
before and after any such adjustment.


 


	4.	TRANSFERS AND EXCHANGES OF WARRANT AND WARRANT SHARES


 


(a)      Registration
of Transfers and Exchanges. Subject to Section 4(c), upon the Holder’s surrender of this Warrant, with a duly executed
copy of the Form of Assignment attached as Exhibit B, to the Secretary of the Company at its principal offices or at such
other office or agency as the Company may specify in writing to the Holder, the Company shall register the transfer of all or
any portion of this Warrant. Upon such registration of transfer, the Company shall issue a new Warrant, in substantially the form
of this Warrant, evidencing the acquisition rights transferred to the transferee and a new Warrant, in similar form, evidencing
the remaining acquisition rights not transferred, to the Holder requesting the transfer.


 


(b)      Warrant
Exchangeable for Different Denominations. The Holder may exchange this Warrant for a new Warrant or Warrants, in substantially
the form of this Warrant, evidencing in the aggregate the right to purchase the number of Warrant Shares, which may then be purchased
hereunder, each of such new Warrants to be dated the date of such exchange and to represent the right to purchase such number
of Warrant Shares as shall be designated by the Holder. The Holder shall surrender this Warrant with duly executed instructions
regarding such re-certification of this Warrant to the Secretary of the Company at its principal offices or at such other office
or agency as the Company may specify in writing to the Holder.


 


(c)      Restrictions
on Transfers. This Warrant may not be transferred at any time without (i) registration under the Securities Act or (ii) an
exemption from such registration and a written opinion of legal counsel addressed to the Company that the proposed transfer of
the Warrant may be effected without registration under the Securities Act, which opinion will be in form and from counsel reasonably
satisfactory to the Company.


 


(d)      Permitted
Transfers and Assignments. Notwithstanding any provision to the contrary in this Section 4, the Holder may transfer, with
or without consideration, this Warrant or any of the Warrant Shares (or a portion thereof) to the Holder’s Affiliates (as
such term is defined under Rule 144 of the Securities Act) without obtaining the opinion from counsel that may be required by
Section 4(c)(ii), provided, that the Holder delivers to the Company and its counsel certification, documentation, and other
assurances reasonably required by the Company’s counsel to enable the Company’s counsel to render an opinion to the
Company’s Transfer Agent that such transfer does not violate applicable securities laws.


  



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	5.	MUTILATED OR MISSING WARRANT CERTIFICATE


 


If
this Warrant is mutilated, lost, stolen or destroyed, upon request by the Holder, the Company will, at its expense, issue, in
exchange for and upon cancellation of the mutilated Warrant, or in substitution for the lost, stolen or destroyed Warrant, a new
Warrant, in substantially the form of this Warrant, representing the right to acquire the equivalent number of Warrant Shares;
provided, that, as a prerequisite to the issuance of a substitute Warrant, the Company may require satisfactory evidence
of loss, theft or destruction as well as an indemnity from the Holder of a lost, stolen or destroyed Warrant.


 


	6.	PAYMENT OF TAXES


 


The
Company will pay all transfer and stock issuance taxes attributable to the preparation, issuance and delivery of this Warrant
and the Warrant Shares (and replacement Warrants) including, without limitation, all documentary and stamp taxes; provided,
however, that the Company shall not be required to pay any tax in respect of the transfer of this Warrant, or the issuance
or delivery of certificates for Warrant Shares or other securities in respect of the Warrant Shares to any person or entity other
than to the Holder.


 


	7.	FRACTIONAL WARRANT SHARES


 


No
fractional Warrant Shares shall be issued upon exercise of this Warrant. Upon the full exercise of this Warrant, the Company,
in lieu of issuing any fractional Warrant Share, shall round up the number of Warrant Shares issuable to nearest whole share.


 


	8.	NO STOCK RIGHTS AND LEGEND


 


No
holder of this Warrant, as such, shall be entitled to vote or be deemed the holder of any other securities of the Company that
may at any time be issuable on the exercise hereof, nor shall anything contained herein be construed to confer upon the holder
of this Warrant, as such, the rights of a stockholder of the Company or the right to vote for the election of directors or upon
any matter submitted to stockholders at any meeting thereof, or give or withhold consent to any corporate action or to receive
notice of meetings or other actions affecting stockholders (except as provided herein), or to receive dividends or subscription
rights or otherwise (except as provide herein).


 


Each
certificate for Warrant Shares initially issued upon the exercise of this Warrant, and each certificate for Warrant Shares issued
to any subsequent transferee of any such certificate, shall be stamped or otherwise imprinted with a legend in substantially the
following form:


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR
OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER
OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED,
SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR
APPLICABLE STATE SECURITIES LAWS.”]


  



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	9.	[RESERVED]


 


	10.	NOTICES


 


All
notices, consents, waivers, and other communications under this Warrant must be in writing and will be deemed given to a party
when (a) delivered to the appropriate address by hand or by nationally recognized overnight courier service (costs prepaid); (b)
sent by facsimile or e-mail with confirmation of transmission by the transmitting equipment; (c) received or rejected by the addressee,
if sent by certified mail, return receipt requested, if to the registered Holder hereof; or (d) seven days after the placement
of the notice into the mails (first class postage prepaid), to the Holder at the address, facsimile number, or e-mail address
furnished by the registered Holder to the Company in accordance with the PA Agreement by and between the Company and Gottbetter
Capital markets, LLC or, if the registered Holder is not the original purchaser of this Warrant, then as provided in the Form
of Assignment delivered to the Company pursuant to Section 4(a) in connection with the assignment of this Warrant to such Holder,
or if to the Company, to it at 1311 Herr Lane, Suite 205, Louisville, KY 40222, Attn: John S. Henderson IV, Chief Executive
Officer (or to such other address, facsimile number, or e-mail address as the Holder or the Company as a party may designate by
notice the other party in accordance with this Section 10) with a copy to Gottbetter & Partners, 488 Madison Avenue, New York,
New York 10022, Attention: Adam S. Gottbetter.


 


	11.	SEVERABILITY


 


If
a court of competent jurisdiction holds any provision of this Warrant invalid or unenforceable, the other provisions of this Warrant
will remain in full force and effect. Any provision of this Warrant held invalid or unenforceable only in part or degree will
remain in full force and effect to the extent not held invalid or unenforceable.


 


	12.	BINDING EFFECT


 


This
Warrant shall be binding upon and inure to the sole and exclusive benefit of the Company, its successors and assigns, and the
registered Holder or Holders from time to time of this Warrant and the Warrant Shares.


 


	13.	SURVIVAL OF RIGHTS AND DUTIES


 


This
Warrant shall terminate and be of no further force and effect on the earlier of 5:00 P.M., Eastern Time, on the Expiration Date
or the date on which this Warrant has been exercised in full.


  



    	11



    	 



    

  


	14.	GOVERNING LAW


 


This
Warrant will be governed by and construed under the laws of the State of New York without regard to conflicts of laws principles
that would require the application of any other law.


 


	15.	DISPUTE RESOLUTION


 


In
the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the Company
shall submit the disputed determinations or arithmetic calculations via facsimile within five (5) Business Days of receipt of the
Notice of Exercise giving rise to such dispute, as the case may be, to the Holder. If the Holder and the Company are unable to
agree upon such determination or calculation of the Exercise Price or the Warrant Shares within three Business Days of such disputed
determination or arithmetic calculation being submitted to the Holder, then the Company shall, at its sole discretion, within
five (5) Business Days, submit via facsimile (a) the disputed determination of the Exercise Price to an independent, reputable
investment bank selected by the Company and approved by the Holder, or (b) the disputed arithmetic calculation of the Warrant
Shares to the Company’s independent, outside accountant. The Company shall cause at its expense the investment bank or the
accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results
no later than ten (10) Business Days from the time it receives the disputed determinations or calculations. Such investment bank’s
or accountant’s determination or calculation, as the case may be, shall be final, binding and conclusive upon the parties
thereto, absent demonstrable error. 


 


	16.	NOTICES OF RECORD DATE


 


Upon
(a) any establishment by the Company of a record date of the holders of any class of securities for the purpose of determining
the holders thereof who are entitled to receive any dividend or other distribution, or right or option to acquire securities of
the Company, or any other right, or (b) any capital reorganization, reclassification, recapitalization, merger or consolidation
of the Company with or into any other corporation, any transfer of all or substantially all the assets of the Company, or any
voluntary or involuntary dissolution, liquidation or winding up of the Company, or the sale, in a single transaction, of a majority
of the Company’s voting stock (whether newly issued, or from treasury, or previously issued and then outstanding, or any
combination thereof), the Company shall mail to the Holder at least ten (10) Business Days, or such longer period as may be required
by law, prior to the record date specified therein, a notice specifying (i) the date established as the record date for the purpose
of such dividend, distribution, option or right and a description of such dividend, option or right, (ii) the date on which any
such reorganization, reclassification, transfer, consolidation, merger, dissolution, liquidation or winding up, or sale is expected
to become effective and (iii) the date, if any, fixed as to when the holders of record of Common Stock shall be entitled to exchange
their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, transfer,
consolation, merger, dissolution, liquidation or winding up.


  



    	12



    	 



    

 


	17.	RESERVATION OF SHARES


 


The
Company shall reserve and keep available out of its authorized but unissued shares of Common Stock for issuance upon the exercise
of this Warrant, free from pre-emptive rights, such number of shares of Common Stock for which this Warrant shall from time to
time be exercisable. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may
be issued as provided herein without violation of any applicable law or regulation. Without limiting the generality of the foregoing,
the Company covenants that it will use commercially reasonable efforts to take all such action as may be necessary or appropriate
in order that the Company may validly and legally issue fully paid and non-assessable Warrant Shares upon the exercise of this
Warrant and use commercially reasonable efforts to obtain all such authorizations, exemptions or consents, including but not limited
to consents from the Company’s stockholders or Board of Directors or any public regulatory body, as may be necessary to
enable the Company to perform its obligations under this Warrant.


 


	18.	HEADINGS


 


The
headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this
Warrant.


 


	19.	AMENDMENT AND WAIVERS


 


Any
term of this Warrant may be amended and the observance of any term of this Warrant may be waived (either generally or in a particular
instance and either retroactively or prospectively), with the written consent of the Company and the holders of a majority of
the Warrant Shares issuable upon exercise of the Warrants.


 


	20.	NO THIRD PARTY RIGHTS


 


This
Warrant is not intended, and will not be construed, to create any rights in any parties other than the Company and the Holder,
and no person or entity may assert any rights as third-party beneficiary hereunder.


   


[SIGNATURE PAGE
FOLLOWS]


  



    	13



    	 



    

  


IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the date first set forth above.


  


	 	DYNASTAR HOLDINGS, INC.	 
	 	 	 
	 	By:	 	 
	 	Name:	 
	 	Title: 	 


 



    	 



    	 



    

  


EXHIBIT
A


  


NOTICE OF
EXERCISE


  


(To be executed
by the Holder of Warrant if such Holder desires to exercise Warrant)


 


To: DYNASTAR
HOLDINGS, INC.:


 


The
undersigned hereby irrevocably elects to exercise this Warrant with respect to the purchase of ____________________ whole shares
of Dynastar Holdings, Inc. common stock issuable upon exercise of the Warrant and delivery of:


 


	 	(1)	$__________ (in cash as provided
    for in the foregoing Warrant) and any applicable taxes payable by the undersigned pursuant to such Warrant; and/or
	 	 	 
	 	(2)	A portion of the Warrant exercisable to purchase
    __________ shares of Common Stock (pursuant to a Cashless Exercise in accordance with Section 1(b)(ii) of the Warrant) (check
    here if the undersigned desires to deliver an unspecified number of shares equal to the number sufficient to effect a Cashless
    Exercise [  ]).


 


The
undersigned requests that certificates for such shares be issued in the name of:


 


	 	 	 
	 	(Please print name, address and social security
    or federal employer identification number (if applicable))*	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


If
the shares issuable upon this exercise of the Warrant are not all of the Warrant Shares which the Holder is entitled to acquire
upon the exercise of the Warrant, the undersigned requests that a new Warrant evidencing the rights not so exercised be issued
in the name of and delivered to:


 


	 	 	 
	 	(Please print name, address and social security
    or federal employer identification number (if applicable))*	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


	 	Name of Holder (print):	 
	 	(Signature):	 
	 	(By :)	 
	 	(Title :)	 
	 	Dated:	 


 





 



*If
Warrant Shares are to be issued in any name other than that of the registered Holder of the Warrant, then the Holder must include
an opinion of counsel, reasonably satisfactory to the Company, to the effect that such issuance complies with all applicable securities
laws.


  



    	 



    	 



    

  


EXHIBIT B


 


FORM OF ASSIGNMENT


 


FOR
VALUE RECEIVED, ___________________________________ hereby sells, assigns and transfers to each assignee set forth below all of
the rights of the undersigned under the Warrant (as defined in and evidenced by the attached Warrant) to acquire the number of
Warrant Shares set opposite the name of such assignee below and in and to the foregoing Warrant with respect to said acquisition
rights and the shares issuable upon exercise of the Warrant:


   


	Name
    of Assignee	 	Address	 	Number
    of Shares
	(and
                                                                                        social security or federal employer

        identification
        number (if applicable))
	 	 	 	 
	 
	 	 	 	 
	

         
	 	 	 	 
	

         
	 	 	 	 
	

         
	 	 	 	 


    


If
the total of the Warrant Shares are not all of the Warrant Shares evidenced by the foregoing Warrant, the undersigned requests
that a new Warrant evidencing the right to acquire the Warrant Shares not so assigned be issued in the name of and delivered to
the undersigned.


 


	 	Name of Holder (print):  	 
	 	Signature:  	 
	 	By:  	 
	 	Title:  	 
	 	Dated: