PLACEMENT
AGENCY AGREEMENT


 


October 27, 2011


 


	Gottbetter Capital Markets,
    LLC	PRIVILEGED
    & CONFIDENTIAL
	Mr. Julio A. Marquez, President	 
	488 Madison Avenue	 
	12th Floor	 
	New York, New York 10022	 


 


Re:    DYNASTAR
HOLDINGS, INC.


 


Dear Mr. Marquez:


 


This
Placement Agency Agreement (“Agreement”) sets forth the terms upon which Gottbetter Capital Markets, LLC, a registered
broker-dealer and member of the Financial Industry Regulatory Authority (“FINRA”), (the “Placement Agent”),
shall be engaged by Dynastar Holdings, Inc., a Nevada Corporation (hereinafter referred to as “Dynastar” or the “Company”),
to act as a non-exclusive Placement Agent in connection with the private placement of units (“Units”) of securities
(the “Offering”). Dynastar will acquire by reverse triangular merger the business of Dynastar Ventures, Inc. (“DVI”),
a Delaware corporation, and continue DVI’s existing operations as the Company (the “Merger”).


 


The
Offering will be made by the Placement Agent and its selected dealers and consists of Units of the Company. Each Unit consists
of (i) one share of the Company’s Common Stock (“Common Stock”) and (ii) one Warrant to purchase one half (1/2)
share of Common Stock at an exercise price of $0.80 per whole share for five (5) years (“Investor Warrants”). The
Offering will consist of Two Million Dollars ($2,000,000 USD) through the sale of Ten Million (10,000,000) Units (the “Maximum
Amount”). In the event the Offering is oversubscribed, the Company, with the consent of DVI, may sell up to an additional
Five Hundred Thousand Dollars ($500,000 USD) through the sale of Two Million Five Hundred Thousand (2,500,000) Units (the “Over-Allotment
Option”).


 


The
Offering Price for the Units will be Twenty Cents ($0.20) per Unit (the “Offering Price”). The minimum subscription
amount is Twenty Five Thousand United States Dollars ($25,000 USD); provided, however, that subscriptions in lesser amounts may
be accepted upon the written consent of the Company and the Placement Agent. Placement of the Units by the Placement Agent will
be made on a best efforts basis only.


 


The
Units will be offered until the earlier of the time that all Units offered in the Offering are sold or until January 31, 2012
(“Initial Offering Period”), which date may be extended by written agreement among the Company, DVI and the Placement
Agent (this additional period and the Initial Offering Period shall be referred to as the “Offering Period”). The
date on which the Offering is terminated shall be referred to as the “Termination Date.”


  



    	 



    	 



    



    


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The
Placement Agent shall accept subscriptions only from (i) persons or entities who qualify as “accredited investors,”
as such term is defined in Rule 501 of Regulation D (“Regulation D”) as promulgated by the United States Securities
and Exchange Commission (the “SEC”) under Section 4(2) of the Securities Act of 1933, as amended (the “Act”)
or (ii) persons or entities who were offered and purchased the Units outside the United States in an Offshore Transaction (as
such term is defined in Regulation S) and who are not U.S. Persons (as such term is defined in Regulation S) and are not acting
for the account or benefit of a person in the United States or a U.S. Person.


 


With
respect to the Offering, the Company shall provide the Placement Agent, on terms set forth herein, the right to offer and sell
all of the Units being offered during the Offering Period. It is understood that no sale shall be regarded as effective unless
and until accepted by the Company and DVI. The Company and DVI may, in their sole discretion, accept or reject, in whole or in
part, any prospective investment in the Units or allot to any prospective subscriber less than the number of Units that such subscriber
desires to purchase. Purchases of Units may be made by the Placement Agent and its officers, directors, employees and affiliates
and by the officers, directors, employees and affiliates of the Company and DVI for the Offering.


 


The
Offering will be made by the Company pursuant to the Confidential Private Placement Memorandum (including the documents and information
attached thereto as exhibits), the Subscription Agreement and any documents, agreements, supplements and additions thereto (“Subscription
Documents”), which at all times will be in form and substance reasonably acceptable to the Company, DVI and the Placement
Agent and their respective counsel and contain such legends and other information as the Company, DVI and the Placement Agent
and their respective counsel, may, from time to time, deem necessary and desirable to be set forth therein.  


 


1.        Appointment
of Placement Agent. On the basis of the written and documented representations and warranties of the Company provided
herein, and subject to the terms and conditions set forth herein, the Placement Agent is appointed as a non-exclusive Placement
Agent of the Company during the Offering Period to assist the Company in finding qualified subscribers for the Offering. The Placement
Agent may sell Units through other broker-dealers who are FINRA members and may reallow all or a portion of the Brokers’
Fees (as defined in Section 3(a) below) it receives to such other broker-dealers or pay a finders or consultant fee as allowed.
On the basis of such representations and warranties and subject to such terms and conditions, the Placement Agent hereby accepts
such appointment and agrees to perform its services hereunder diligently and in good faith and in a professional and businesslike
manner and to use its best efforts to assist the Company in (A) finding subscribers of Units who either (i) qualify as “accredited
investors,” as such term is defined in Rule 501 of Regulation D, or (ii) were offered and purchased the Units outside the
United States in an Offshore Transaction (as such term is defined in Regulation S) and who are not U.S. Persons (as such term
is defined in Regulation S) and are not acting for the account or benefit of a person in the United States or a U.S. Person and
(B) completing the Offering. The Placement Agent has no obligation to purchase any of the Units. Unless sooner terminated in accordance
with this Agreement, the engagement of the Placement Agent hereunder shall continue until the later of the Termination Date or
the Final Closing (as defined below).


  






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2.        Representations,
Warranties and Covenants.


 


A.       Representations,
Warranties and Covenants of the Company. The representations and warranties of the Company contained in this Section 2A are
true and correct as of the date of execution of this Agreement by the Company and the Company covenants as follows, as applicable.


 


(a)    The
Subscription Documents have been and/or will be prepared by the Company, in conformity with all applicable laws, and is in compliance
with Regulation D, Regulation S and/or Section 4(2) of the Act and the requirements of all other rules and regulations (the “Regulations”)
of the SEC relating to offerings of the type contemplated by the Offering, and the applicable securities laws and the rules and
regulations of those jurisdictions wherein the Placement Agent notifies the Company that the Units are to be offered and sold
excluding any foreign jurisdictions. The Units will be offered and sold pursuant to the registration exemption provided by Regulation
D, Regulation S and/or Section 4(2) of the Act as a transaction not involving a public offering and the requirements of any other
applicable state securities laws and the respective rules and regulations thereunder in those United States jurisdictions in which
the Placement Agent notifies the Company that the Units are being offered for sale. None of the Company, its affiliates, or any
person acting on its or their behalf (other than the Placement Agent, its affiliates or any person acting on its behalf, in respect
of which no representation is made) has taken nor will it take any action that conflicts with the conditions and requirements
of, or that would make unavailable with respect to the Offering, the exemption(s) from registration available pursuant to Rule
506 of Regulation D, Rule 903 of Regulation S and/or Section 4(2) of the Act, or knows of any reason why any such exemption would
be otherwise unavailable to it (including, without limitation, any Directed Selling Efforts (as such term is defined in Regulation
S)). None of the Company, its predecessors or affiliates has been subject to any order, judgment or decree of any court of competent
jurisdiction temporarily, preliminarily or permanently enjoining such person for failing to comply with Section 503 of Regulation
D. The Company has not, for a period of six months prior to the commencement of the offering of Units, sold, offered for sale
or solicited any offer to buy any of its securities in a manner that would be integrated with the offer and sale of the Units
pursuant to this Agreement, would cause the exemption from registration set forth in Rule 506 of Regulation D to become unavailable
with respect to the offer and sale of the Units pursuant to this Agreement in the United States or to, by or for the benefit or
account of, U.S. Persons, or would cause the exclusion from registration provided by Rule 903 of Regulation S to become unavailable
for offers and sales of the Units pursuant to this Agreement outside the United States to non-U.S. Persons.


 



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(b)  As
to the Company, the Subscription Documents will not and do not include any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading; provided, however, the foregoing does not apply to any statements or omissions made solely
in reliance on and in conformity with written information furnished to the Company by the Placement Agent specifically for use
in the preparation thereof. To the knowledge of the Company, none of the statements, documents, certificates or other items made,
prepared or supplied by the Company with respect to the transactions contemplated hereby contains an untrue statement of a material
fact or omits to state a material fact necessary to make the statements contained therein not misleading in light of the circumstances
in which they were made. There is no fact which the Company has not disclosed in the Subscription Documents or which is not disclosed
in the filings (the “SEC Filings”) that the Company makes with the SEC and of which the Company is aware that materially
adversely affects or that could reasonably be expected to have a material adverse effect on the (i) assets, liabilities, results
of operations, condition (financial or otherwise), business or business prospects of the Company or (ii) ability of the Company
to perform its obligations under this Agreement (“Company Material Adverse Effect”). Notwithstanding anything to the
contrary herein, the Company makes no representation or warranty with respect to any estimates, projections and other forecasts
and plans (including the reasonableness of the assumptions underlying such estimates, projections and other forecasts and plans)
that may have been delivered to the Placement Agent or its representatives, except that such estimates, projections and other
forecasts and plans have been prepared in good faith on the basis of assumptions stated therein, which assumptions were believed
to be reasonable at the time of such preparation.


 


(c)  The
Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and is qualified
and in good standing as a foreign corporation in each jurisdiction in which the nature of the business conducted by the Company
or the property owned or leased by the Company requires such qualification. The Company has all requisite corporate power and
authority to conduct its business as presently conducted and as proposed to be conducted (as described in the Subscription Documents
and/or the SEC Filings), has all the necessary and requisite documents and approvals from all state authorities, has all requisite
corporate power and authority to enter into and perform its obligations under this Agreement, the Subscription Agreement substantially
in the form made part of the Subscription Documents (the “Subscription Agreement”), the Registration Rights Agreement
substantially in the form made part of the Subscription Documents (the “Registration Rights Agreement”), and the other
agreements contemplated hereby (this Agreement, the Subscription Agreement, the Registration Rights Agreement, the Investor Warrants
and the other agreements contemplated hereby that the Company is required to execute and deliver are collectively referred to
herein as the “Company Transaction Documents”) and subject to necessary Board and stockholder approvals, to issue,
sell and deliver the Units, the shares of Common Stock underlying the Units, and the shares of Common Stock issuable upon exercise
of the Investor Warrants (the “Warrant Shares”) and to make the representations in this Agreement accurate and not
misleading. Prior to the First Closing, as defined herein, each of the Company Transaction Documents will have been duly authorized.
This Agreement has been duly authorized, executed and delivered and constitutes, and each of the other Company Transaction Documents,
upon due execution and delivery, will constitute, valid and binding obligations of the Company, enforceable against the Company
in accordance with their respective terms (i) except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect related to laws affecting creditors’ rights generally, including
the effect of statutory and other laws regarding fraudulent conveyances and preferential transfers, and except that no representation
is made herein regarding the enforceability of the Company’s obligations to provide indemnification and contribution remedies
under the securities laws and (ii) subject to the limitations imposed by general equitable principles (regardless of whether such
enforceability is considered in a proceeding at law or in equity).


  



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(d)  None
of the execution and delivery of or performance by the Company under this Agreement or any of the other Company Transaction Documents
or the consummation of the transactions herein or therein contemplated conflicts with or violates, or will result in the creation
or imposition of, any lien, charge or other encumbrance upon any of the assets of the Company under any agreement or other instrument
to which the Company is a party or by which the Company or its assets may be bound, or any term of the certificate of incorporation
or by-laws of the Company, or any license, permit, judgment, decree, order, statute, rule or regulation applicable to the Company
or any of its assets, except in the case of a conflict, violation, lien, charge or other encumbrance (except with respect to the
Company’s certificate of incorporation or by-laws) which would not, or could not reasonably be expected to, have a Company
Material Adverse Effect.


 


(e)  The
Company’s financial statements, together with the related notes, if any, included in the Company’s SEC Filings, present
fairly, in all material respects, the financial position of the Company as of the dates specified and the results of operations
for the periods covered thereby. Such financial statements and related notes were prepared in accordance with United States generally
accepted accounting principles applied on a consistent basis throughout the periods indicated, except that the unaudited financial
statements omit full notes, and except for normal year end adjustments. During the period of engagement of the Company’s
independent certified public accountants, there have been no disagreements between the accounting firm and the Company on any
matters of accounting principles or practices, financial statement disclosure or auditing scope or procedures. The Company has
made and kept books and records and accounts which are in reasonable detail and which fairly and accurately reflect the activities
of the Company, subject only to year-end adjustments. Except as set forth in such financial statements or otherwise disclosed
in the Subscription Documents, the Company’s senior management has no known material liabilities of any kind, whether accrued,
absolute or contingent, or otherwise, and subsequent to the date of the Subscription Documents and prior to the date of the First
Closing it shall not enter into any material transactions or commitments without promptly thereafter notifying the Placement Agent
in writing of any such material transaction or commitment. The other financial and statistical information with respect to the
Company and any pro forma information and related notes included in the SEC Filings present fairly the information shown therein
on a basis consistent with the financial statements of the Company included in the SEC Filings. The Company does not know of any
facts, circumstances or conditions which could materially adversely affect its operations, earnings or prospects that have not
been fully disclosed in the financial statements appearing in the SEC Filings.


 



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(f)  As
of the date of the First Closing, the Company will have the authorized and outstanding capital stock as set forth in the Subscription
Documents. All outstanding shares of capital stock of the Company are duly authorized, validly issued and outstanding, fully paid
and nonassessable (with no personal liability attaching to the holders thereof or to the Company). Except as described in the
Subscription Documents, as of the date of the First Closing: (i) there will be no outstanding options, stock subscription agreements,
warrants or other rights permitting or requiring the Company or others to purchase or acquire any shares of capital stock or other
equity securities of the Company or to pay any dividend or make any other distribution in respect thereof; (ii) there will be
no securities issued or outstanding which are convertible into or exchangeable for any of the foregoing and there are no contracts,
commitments or understandings, whether or not in writing, to issue or grant any such option, warrant, right or convertible or
exchangeable security; (iii) no shares of stock or other securities of the Company are reserved for issuance for any purpose;
(iv) there will be no voting trusts or other contracts, commitments, understandings, arrangements or restrictions of any kind
with respect to the ownership, voting or transfer of shares of stock or other securities of the Company, including, without limitation,
any preemptive rights, rights of first refusal, proxies or similar rights, and (v) no person prior to the execution of this Agreement
by the Company holds a right to require the Company to register any securities of the Company under the Act or to participate
in any such registration. As of the date of the First Closing, the issued and outstanding shares of capital stock of the Company
will conform in all material respects to all statements in relation thereto contained in the Company’s SEC Filings and such
SEC Filings describe all material terms and conditions thereof. All issuances by the Company of its securities have been issued
pursuant to either a current effective registration statement under the Act or an exemption from registration requirements under
the Act, and were issued in accordance with any applicable federal and state securities laws.


 


(g)
Immediately prior to the First Closing, the shares of Common Stock underlying the Units and the Investor Warrants will have been
duly authorized and, when issued and delivered against payment therefor as provided in the Company Transaction Documents, will
be validly issued, fully paid and nonassessable. No holder of any of the shares of Common Stock underlying the Units and the Investor
Warrants will be subject to personal liability solely by reason of being such a holder, and except as described in the Subscription
Documents, none of the shares of Common Stock underlying the Units and the Investor Warrants will be subject to preemptive or
similar rights of any stockholder or security holder of the Company or an adjustment under the antidilution or exercise rights
of any holders of any outstanding shares of capital stock, options, warrants or other rights to acquire any securities of the
Company. Immediately prior to the First Closing, a sufficient number of authorized but unissued shares of Common Stock will have
been reserved for issuance upon the exercise of the Investor Warrants.


 


(h)  Except
as described in the Subscription Documents, the Company has no subsidiaries and does not own any equity interest and has not made
any loans or advances to or guarantees of indebtedness to any person, corporation, partnership or other entity. The conduct of
business by the Company as presently and proposed to be conducted is not subject to continuing oversight, supervision, regulation
or examination by any governmental official or body of the United States, or any other jurisdiction wherein the Company conducts
or proposes to conduct such business, except as described in the Company’s SEC Filings and except as such regulation is
applicable to US public companies and commercial enterprises generally. The Company has obtained all material licenses, permits
and other governmental authorizations necessary to conduct its business as presently conducted. The Company has not received any
notice of any violation of, or noncompliance with, any federal, state, local or foreign laws, ordinances, regulations and orders
(including, without limitation, those relating to environmental protection, occupational safety and health, securities laws, equal
employment opportunity, consumer protection, credit reporting, “truth-in-lending”, and warranties and trade practices)
applicable to its business, the violation of, or noncompliance with, would have a Company Material Adverse Effect, and the Company
knows of no facts or set of circumstances which could give rise to such a notice.


  



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(i)   Except
as described in the Subscription Documents and/or the Company’s SEC Filings, no default by the Company or, to the knowledge
of the Company, any other party, exists in the due performance under any material agreement to which the Company is a party or
to which any of its assets is subject (collectively, the “Company Agreements”). The Company Agreements, if any, disclosed
in the Subscription Documents and/or the Company’s SEC Filings are the only material agreements to which the Company is
bound or by which its assets are subject, are accurately described in the Subscription Documents and/or the Company’s SEC
Filings and are in full force and effect in accordance with their respective terms, subject to any applicable bankruptcy, insolvency
or other laws affecting the rights of creditors generally and to general equitable principles and the availability of specific
performance.


 


(j)   Subsequent
to the respective dates as of which information is given in the Subscription Documents, the Company has operated its business
in the ordinary course and, except as may otherwise be set forth in the Subscription Documents, there has been no: (i) Company
Material Adverse Effect; (ii) transaction otherwise than in the ordinary course of business consistent with past practice;
(iii) issuance of any securities (debt or equity) or any rights to acquire any such securities other than pursuant to equity
incentive plans approved by its Board of Directors; (iv) damage, loss or destruction, whether or not covered by insurance, with
respect to any asset or property of the Company; or (v) agreement to permit any of the foregoing.


 


(k)   Except
as set forth in the Subscription Documents and/or the Company’s SEC Filings, there are no actions, suits, claims, hearings
or proceedings pending before any court or governmental authority or, to the knowledge of the Company, threatened, against the
Company, or involving its assets or any of its officers or directors (in their capacity as such) which, if determined adversely
to the Company or such officer or director, could reasonably be expected to have a Company Material Adverse Effect or adversely
affect the transactions contemplated by this Agreement (as hereinafter defined) or the enforceability thereof.


 


(l)   The
Company is not: (i) in violation of its Articles of Incorporation or By-laws; (ii) in default of any contract, indenture, mortgage,
deed of trust, note, loan agreement, security agreement, lease, alliance agreement, joint venture agreement or other agreement,
license, permit, consent, approval or instrument to which the Company is a party or by which it is or may be bound or to which
any of its assets may be subject, the default of which could reasonably be expected to have a Company Material Adverse Effect;
(iii) in violation of any statute, rule or regulation applicable to the Company, the violation of which would have a Company Material
Adverse Effect; or (iv) in violation of any judgment, decree or order of any court or governmental body having jurisdiction over
the Company and specifically naming the Company, which violation or violations individually, or in the aggregate, could reasonably
be expected to have a Company Material Adverse Effect.


 



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(m)   Except
as disclosed in the Subscription Documents and/or the Company’s SEC Filings, as of the date of this Agreement, no current
or former stockholder, director, officer or employee of the Company, nor, to the knowledge of the Company, any affiliate of any
such person is presently, directly or indirectly through his/her affiliation with any other person or entity, a party to any loan
from the Company or any other transaction (other than as an employee) with the Company providing for the furnishing of services
by, or rental of any personal property from, or otherwise requiring cash payments to any such person.


 


(n)   The
Company is not obligated to pay, and has not obligated the Placement Agent to pay, a finder’s or origination fee in connection
with the Offering (other than to the Placement Agent), and hereby agrees to indemnify the Placement Agent from any such claim
made by any other person as more fully set forth in Section 8 hereof. The Company has not offered for sale or solicited offers
to purchase the Units except for negotiations with the designated Placement Agent(s). Except as set forth in the Subscription
Documents, no other person has any right to participate in any offer, sale or distribution of the Company’s securities to
which the Placement Agent’s rights, described herein, shall apply.


 


(o)   Until
the earlier of (i) the Termination Date or (ii) the Final Closing (as hereinafter defined), the Company will not issue any press
release, grant any interview, or otherwise communicate with the media in any manner whatsoever with respect to the Offering without
the Placement Agent’s prior written consent, which consent will not unreasonably be withheld or delayed.


 


(p)   No
representation or warranty contained in Section 2A of this Agreement contains any untrue statement of a material fact or omits
to state a material fact necessary to make the statements herein not misleading in the context of such representations and warranties.
The Placement Agent shall be entitled to rely on such representations and warranties.


 


(q)   No
consent, authorization or filing of or with any court or governmental authority is required in connection with the issuance or
the consummation of the transactions contemplated herein or in the other Company Transaction Documents, except for required filings
with the SEC and the applicable state securities commissions relating specifically to the Offering (all of which filings will
be duly made by, or on behalf of, the Company), other than those which are required to be made after the First Closing (all of
which will be duly made on a timely basis).


 


(r)   The
Company acknowledges and agrees that certain affiliates of the Placement Agent will own shares of the Company prior to and immediately
after the Merger.


 


(s)   Neither
the sale of the Units by the Company nor its use of the proceeds thereof will violate the Trading with the Enemy Act, as amended,
nor any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as
amended) or any enabling legislation or executive order relating thereto. Without limiting the foregoing, the Company is not (a)
a person whose property or interests in property are blocked pursuant to Section 1 of Executive Order 13224 of September 23, 2001
Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg.
49079 (2001)) or (b) a person who engages in any dealings or transactions, or be otherwise associated, with any such person. The
Company and its subsidiaries, if any, are in compliance, in all material respects, with the USA Patriot Act of 2001 (signed into
law October 26, 2001).


  



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2B.      Representations,
Warranties and Covenants of Placement Agent. The Placement Agent hereby represents and warrants to the Company that the following
representations and warranties are true and correct as of the date of this Agreement:


 


(a)  The
Placement Agent is a limited liability company duly organized, validly existing and in good standing under the laws of the State
of New York and has all requisite corporate power and authority to enter into this Agreement and to carry out and perform its
obligations under the terms of this Agreement.


 


(b)  This
Agreement has been duly authorized, executed and delivered by the Placement Agent, and upon due execution and delivery by the
Company, this Agreement will be a valid and binding agreement of the Placement Agent enforceable against it in accordance with
its terms, except as may be limited by principles of public policy and, as to enforceability, subject to applicable bankruptcy,
insolvency, reorganization, moratorium and similar laws relating to or affecting creditor’s rights from time to time in
effect and subject to general equity principles.


 


(c)  The
Placement Agent is a member of FINRA and is registered as a broker-dealer under the Exchange Act (as defined below), and under
the securities acts of each state into which it is making offers or sales of the Units. None of the Placement Agent or its affiliates,
or any person acting on behalf of the foregoing (other than the Company, its or their affiliates or any person acting on its or
their behalf, in respect of which no representation is made) has taken nor will it take any action that conflicts with the conditions
and requirements of, or that would make unavailable with respect to the Offering, the exemption(s) from registration available
pursuant to Rule 506 of Regulation D, Rule 903 of Regulation S or Section 4(2) of the Act, or knows of any reason why any such
exemption would be otherwise unavailable to it.


 


(d)  None
of the Placement Agent or its affiliates, or any person acting on behalf of the foregoing, has engaged or will engage in any Directed
Selling Efforts (as such term is defined in Regulation S).


 


(e)  Any
offer or solicitation of an offer to buy Units made by the Placement Agent or its affiliates, or any person acting on behalf of
the foregoing, in reliance on Rule 903 of Regulation S and in reliance upon similar exemptions from registration available under
applicable state securities laws, was made outside of the United States exclusively to persons or entities that were, and are
at the time of the delivery of the Units, not a U.S. Person (as such term is defined in Regulation S) and were, and are at the
time of the delivery of the Units, not acting for the account or benefit of a person in the United States or a U.S. Person.


 


(f)   Adam
S. Gottbetter is the owner of Gottbetter Capital Group, Inc., Gottbetter & Partners, LLP and Gottbetter Capital Markets,
LLC.  Gottbetter Capital Group owns shares of the public company which is the acquirer in the proposed transaction.  Gottbetter
& Partners, LLP is counsel to the company and has represented the company in the proposed transaction for which it will
receive legal fees in accordance with an executed retainer agreement.  Gottbetter Capital Markets, LLC is a placement
agent for the private placement offering in the proposed transaction for which it may receive placement agent fees in accordance
with an executed placement agent agreement.


  



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3.        Placement
Agent Compensation.


 


(a)   In
connection with the Offering and as a condition to Closing, the Company will pay a cash fee (the “Agent Cash Fee”)
to the Placement Agent at each Closing equal to Ten Percent (10%) of the gross sales price of the securities purchased by those
Investor(s) introduced to the Company by the Placement Agent (“Markets Clients”). Additionally, the Company will deliver
to the Placement Agent warrants exercisable for a period of five (5) years from the Closing Date, to purchase a number of shares
of Common Stock equaling Five Percent (5%) of the number of Units sold to the Markets Clients with an exercise price per share
of $0.20 (“Broker Warrants”) (“Agent Cash Fee” and “Broker Warrants” are sometimes referred
to collectively as “Brokers’ Fees”).


 


(b)   The
Company shall also pay to the Placement Agent the Brokers’ Fees calculated according to the percentages set forth in Sections
3(a) of this Agreement, if any person or entity contacted by the Placement Agent in connection with the Offering invests in the
Company (the “Post-Closing Investors”) at any time prior to the date that is twenty four (24) months after the Termination
Date or the Final Closing, whichever is applicable, regardless of whether such Post-Closing Investor purchased Units in the Offering.


 


(c)   To
the extent there is more than one Closing, payment of the proportional amount of the Brokers’ Fees will be made out of the
proceeds of subscriptions for the Units sold at each Closing.


 


4.        Subscription
and Closing Procedures.


 


(a)   The
Company shall cause to be delivered to the Placement Agent copies of the Subscription Documents and has consented, and hereby
consents, to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with
the terms and conditions of this Agreement, and hereby authorizes the Placement Agent and its agents and employees to use the
Subscription Documents in connection with the sale of the Units until the earlier of (i) the Termination Date or (ii) the Final
Closing, and no person or entity is or will be authorized to give any information or make any representations other than those
contained in the Subscription Documents or to use any offering materials other than those contained in the Subscription Documents
in connection with the sale of the Units, unless the Company first provides the Placement Agent with notification of such information,
representations or offering materials.


 



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(b)   The
Company shall make available to the Placement Agent and its representatives such information, including, but not limited to, financial
information, and other information regarding the Company (the “Information”), as may be reasonably requested in making
a reasonable investigation of the Company and its affairs. The Company shall provide access to the officers, directors, employees,
independent accountants, legal counsel and other advisors and consultants of the Company as shall be reasonably requested by the
Placement Agent. The Company recognizes and agrees the Placement Agent (i) will use and rely primarily on the Information and
generally available information from recognized public sources in performing the services contemplated by this Agreement without
independently verifying the Information or such other information, (ii) does not assume responsibility for the accuracy of the
Information or such other information, and (iii) will not make an appraisal of any assets or liabilities owned or controlled by
the Company or its market competitors.


 


(c)   Each
prospective purchaser will be required to complete and execute the Subscription Agreement, Anti-Money Laundering Form, Accredited
Investor Certification and other related documents, which will be forwarded or delivered to the Placement Agent at the Placement
Agent’s offices at the address set forth in Section 12 hereof.


 


(d)   Simultaneously
with the delivery to the Placement Agent of the Subscription Documents, the subscriber’s check or other good funds will
be forwarded directly by the subscriber to the escrow agent (the “Escrow Agent”) and deposited into a non interest
bearing escrow account established for such purpose. All such funds for subscriptions will be held in the Escrow Account pursuant
to the terms of an escrow agreement among the Company, the Placement Agent and the Escrow Agent. The Company will pay all
fees related to the establishment and maintenance of the Escrow Account. Subject to the receipt of subscriptions for the amount
for Closing, the Company will either accept or reject, for any or no reason, the Subscription Documents in a timely fashion and
at each Closing will countersign the Subscription Documents and provide duplicate copies of such documents to the Placement Agent
for distribution to the subscribers. The Company will give notice to the Placement Agent of its acceptance of each subscription.
The Company, or the Placement Agent on the Company’s behalf, will promptly return to subscribers incomplete, improperly
completed, improperly executed and rejected subscriptions and give written notice thereof to the Placement Agent upon such return.


 


(e)   If
subscriptions for an amount acceptable to the Company for a Closing have been accepted prior to the Termination Date, the funds
therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled,
a closing shall be held promptly with respect to Units sold (the “First Closing”). Thereafter, the remaining Units
will continue to be offered and sold until the Termination Date. Additional closings (“Closings”) may from time to
time be conducted at times mutually agreed to between the Placement Agent and the Company with respect to additional Units sold,
with the final closing (“Final Closing”) to occur within 10 days after the earlier of the Termination Date and the
date on which an agreed upon amount has been subscribed for. Delivery of payment for the accepted subscriptions for Units from
the funds held in the Escrow Account will be made at each Closing at the Placement Agent’s offices against delivery of the
Units by the Company at the address set forth in Section 12 hereof (or at such other place as may be mutually agreed upon
between the Company and the Placement Agent), net of amounts due to the Placement Agent and its Blue Sky counsel as of such Closing.
Executed certificates for the shares of Common Stock and Investor Warrants constituting the Units and the Broker Warrants will
be in such authorized denominations and registered in such names as the Placement Agent may request on or before the date of each
Closing (“Closing Date”). The certificates will be forwarded to the subscriber directly by the transfer agent or the
Company’s designated agent at each Closing. The Company will issue the certificates for the Common Stock, Investor Warrants
and Broker Warrants within twenty (20) days of each Closing.


  



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(f)  If
Subscription Documents for the amount for Closing have not been received and accepted by the Company on or before the Termination
Date for any reason, the Offering will be terminated, no Units will be sold, and the Escrow Agent will, at the request of the
Placement Agent, cause all monies received from subscribers for the Units to be promptly returned to such subscribers without
interest, penalty, expense or deduction.


  


5.       Further
Covenants.


  


The
Company hereby covenants and agrees that:


 


(a)  Except
upon prior written notice to the Placement Agent, the Company shall not, at any time prior to the Final Closing, knowingly take
any action which would cause any of the representations and warranties made by it in this Agreement not to be complete and correct
in all material respects on and as of each Closing Date with the same force and effect as if such representations and warranties
had been made on and as of each such date (except to the extent any representation or warranty relates to an earlier date).


 


(b)   If,
at any time prior to the Final Closing, any event shall occur that causes a Company Material Adverse Effect which as a result
it becomes necessary to amend or supplement the Subscription Documents so that the representations and warranties herein remain
true and correct in all material respects, or in case it shall be necessary to amend or supplement the Subscription Documents
to comply with Regulation D or any other applicable securities laws or regulations, the Company will promptly notify the Placement
Agent and shall, at its sole cost, prepare and furnish to the Placement Agent copies of appropriate amendments and/or supplements
in such quantities as the Placement Agent may reasonably request. The Company will not at any time before the Final Closing prepare
or use any amendment or supplement to the Subscription Documents of which the Placement Agent will not previously have been advised
and furnished with a copy, or which is not in compliance in all material respects with the Act and other applicable securities
laws. As soon as the Company is advised thereof, the Company will advise the Placement Agent and its counsel, and confirm the
advice in writing, of any order preventing or suspending the use of the Subscription Documents, or the suspension of any exemption
for such qualification or registration thereof for offering in any jurisdiction, or of the institution or threatened institution
of any proceedings for any of such purposes, and the Company will use their best efforts to prevent the issuance of any such order
and, if issued, to obtain as soon as reasonably possible the lifting thereof.


 


(c)   The
Company shall comply with the Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules
and regulations thereunder, all applicable state securities laws and the rules and regulations thereunder in the states in which
Placement Agent’s Blue Sky counsel has advised the Placement Agent and/or the Company that the Units are qualified or registered
for sale or exempt from such qualification or registration, so as to permit the continuance of the sales of the Units, and will
file or cause to be filed with the SEC, and shall promptly thereafter forward or cause to be forwarded to the Placement Agent,
any and all reports on Form D as are required. The Company will pay the attorney’s fee and out of pocket expenses related
to the filings for registrations of sale or exemption from such qualifications with any state securities commissions and any other
regulatory agencies. Such fees will be paid at the time of invoicing, or at the time of Closing, if known, and if not yet invoiced,
funds will remain in escrow to cover the estimated invoice.


  



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(d)   The
Company shall use best efforts to qualify the Units for sale under the securities laws of such jurisdictions in the United States
as may be mutually agreed to by the Company and the Placement Agent, and the Company will make or cause to be made such applications
and furnish information as may be required for such purposes, provided that the Company will not be required to qualify as a foreign
corporation in any jurisdiction or execute a general consent to service of process. The Company will, from time to time, prepare
and file such statements and reports as are or may be required to continue such qualifications in effect for so long a period
as the Placement Agent may reasonably request with respect to the Offering.


 


(e)  The
Company shall place a legend on the certificates representing the Shares and the Investor Warrants that the securities evidenced
thereby have not been registered under the Act or applicable state securities laws, setting forth or referring to the applicable
restrictions on transferability and sale of such securities under the Act and applicable state laws.


 


(f)   The
Company shall apply the net proceeds from the sale of the Units for the purposes substantially as described under the “Use
of Proceeds” section of the Subscription Documents. Except as set forth in the Subscription Documents, the Company shall
not use any of the net proceeds of the Offering to repay indebtedness to officers (other than accrued salaries incurred in the
ordinary course of business), directors or stockholders of the Company without the prior written consent of the Placement Agent.


 


(g)   During
the Offering Period, the Company shall afford each prospective purchaser of Units the opportunity to ask questions of and receive
answers from an officer of the Company concerning the terms and conditions of the Offering and the opportunity to obtain such
other additional information necessary to verify the accuracy of the Subscription Documents to the extent the Company possesses
such information or can acquire it without unreasonable expense.


 


(h)  Except
with the prior written consent of the Placement Agent, the Company shall not, at any time prior to the earlier of the Final Closing
or the Termination Date, except as contemplated by the Subscription Documents (i) engage in or commit to engage in any transaction
outside the ordinary course of business as described in the Subscription Documents, (ii) issue, agree to issue or set aside for
issuance any securities (debt or equity) or any rights to acquire any such securities, (iii) incur, outside the ordinary course
of business, any material indebtedness, (iv) dispose of any material assets, (v) make any material acquisition or (vi) change
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(i)   The
Company shall pay all reasonable expenses incurred in connection with the preparation and printing of all necessary offering documents
and instruments related to the Offering and the issuance of the Shares and the Investor Warrants and will also pay for the Company’s
expenses for accounting fees, legal fees, printing costs, and other costs involved with the Offering. The Company will provide
at its own expense such quantities of the Subscription Documents and other documents and instruments relating to the Offering
as the Placement Agent may reasonably request. The Company will pay at its own expense in connection with the creation, authorization,
issuance, transfer and delivery of the Units, including, without limitation, fees and expenses of any transfer agent or registrar;
the fees and expenses of the Escrow Agent; all fees and expenses of legal, accounting and other advisers to the Company and DVI;
the registration or qualification of the Units for offer and sale under the securities or Blue Sky laws of such jurisdictions,
payable within five (5) days of being invoiced; and at the First Closing, or, if there is no Closing, within ten (10) days after
written request therefore following the Termination Date, legal fees of $25,000 and expenses of the Placement Agent’s counsel,
and provided that such limitation shall in no way affect the obligations of the Company with respect to indemnification and contribution
as set forth in Sections 8 and 9 herein.


 


(j)   Effective
with the First Closing, Placement Agent shall have a right of first negotiation (“Right of Negotiation”) to act as
lead placement agent on any subsequent private placement of the Company’s securities for a period of two (2) years from
such effectiveness.


 


6.      Conditions
of Placement Agent’s Obligations.


 


The
obligations of the Placement Agent hereunder to affect a Closing are subject to the fulfillment, at or before each Closing, of
the following additional conditions:


 


(a)  Each
of the representations and warranties made by the Company qualified as to materiality shall be true and correct at all times prior
to and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date,
in which case such representation or warranty shall be true and correct as of such earlier date, and the representations and warranties
made by the Company not qualified as to materiality shall be true and correct in all material respects at all times prior to and
on each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which
case such representation or warranty shall be true and correct in all material respects as of such earlier date.


 


(b)   The
Company shall have performed and complied in all material respects with all agreements, covenants and conditions required to be
performed, and complied with by it at or before the Closing.


 


(c)   The
Subscription Documents do not, and as of the date of any amendment or supplement thereto will not, include any untrue statement
of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading.


 


(d)  No
order suspending the use of the Subscription Documents or enjoining the Offering or sale of the Units shall have been issued,
and no proceedings for that purpose or a similar purpose shall have been initiated or pending, or, to the best of the Company’s
knowledge, be contemplated or threatened.


  



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(e)  The
Placement Agent shall have received a certificate of the Chief Executive Officer of the Company, dated as of each Closing Date,
certifying, as to the fulfillment of the conditions set forth in subparagraphs (a), (b), (c) and (d) above.


 


(f)  The
Company shall have delivered to the Placement Agent: (i) a good standing certificate dated as of a date within 10 days prior to
the first Closing Date from the secretary of state of its jurisdiction of incorporation; and (ii) resolutions of the Company’s
Board of Directors approving this Agreement and the transactions and agreements contemplated by this Agreement, any other agreements
and the Subscription Documents, certified by the Chief Executive Officer of the Company.


 


(g)  At
each Closing, the Company shall pay and/or issue to the Placement Agent the Brokers’ Fees earned in such Closing.


 


(h)  All
proceedings taken at or prior to the Closing in connection with the authorization, issuance and sale of the Units will be reasonably
satisfactory in form and substance to the Placement Agent and its counsel, and such counsel shall have been furnished with all
such documents, certificates and opinions as it may reasonably request upon reasonable prior notice in connection with the transactions
contemplated hereby.


 


7.            Conditions
of the Company’s Obligations.


 


The
obligations of the Company hereunder are subject to the satisfaction of each of the following conditions:


a.    The
satisfaction or waiver of all conditions to closing as set forth herein.


b.    As
of each Closing, each of the representations and warranties made by Placement Agent herein being true and correct as of the Closing
Date for such Closing.


 


7A.    Mutual
Condition. The obligations of the Placement Agent and the Company hereunder are subject to the execution by each investor
of a Subscription Agreement in form and substance acceptable to the Placement Agent and the Company and deposit by such investor
with the escrow agent all funds required to be so deposited by such investor.


   



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8.       Indemnification.


 


(a)  The
Company will: (i) indemnify and hold harmless the Placement Agent, its agents and their respective officers, directors, employees,
selected dealers and each person, if any, who controls the Placement Agent within the meaning of the Act and such agents (each
an “Indemnitee” or a “Placement Agent Party”) against, and pay or reimburse each Indemnitee for, any and
all losses, claims, damages, liabilities or expenses whatsoever (or actions or proceedings or investigations in respect thereof),
severally (which will, for all purposes of this Agreement, include, but not be limited to, all reasonable costs of defense and
investigation and all reasonable attorneys’ fees, including appeals), to which any Indemnitee may become subject (a) under
the Act or otherwise, in connection with the offer and sale of the Units and (b) as a result of the breach of any representation,
warranty or covenant made by the Company herein, regardless of whether such losses, claims, damages, liabilities or expenses shall
result from any claim by any Indemnitee or by any third party; and (ii) reimburse each Indemnitee for any legal or other expenses
reasonably incurred in connection with investigating or defending against any such loss, claim, action, proceeding or investigation;
provided, however, the Company will not be liable in any such case to the extent that any such claim, damage or liability is finally
judicially determined to have resulted from (A) an untrue statement or alleged untrue statement of a material fact made in the
Subscription Documents, or an omission or alleged omission to state therein a material fact required to be stated therein or necessary
to make the statements therein not misleading, made solely in reliance upon and in conformity with written information furnished
to the Company by the Placement Agent specifically for use in the Subscription Documents or (B) any violations by the Placement
Agent of the Act or state securities laws which does not result from a violation thereof by the Company or any of their respective
affiliates or (C) due to the intentional or negligent misrepresentation and/or malfeasance of the Placement Agent. In addition
to the foregoing agreement to indemnify and reimburse, the Company will indemnify and hold harmless each Indemnitee against any
and all losses, claims, damages, liabilities or expenses whatsoever (or actions or proceedings or investigations in respect thereof),
joint or several (which shall, for all purposes of this Agreement, include, but not be limited to, all reasonable costs of defense
and investigation and all reasonable attorneys’ fees, including appeals) to which any Indemnitee may become subject insofar
as such costs, expenses, losses, claims, damages or liabilities arise out of or are based upon the claim of any person or entity
that he or it is entitled to broker’s or finder’s fees from any Indemnitee in connection with the Offering, other
than fees due to the Placement Agent. The foregoing indemnity agreements will be in addition to any liability the Company may
otherwise have.


 


(b)   The
Placement Agent will indemnify and hold harmless the Company, their respective officers, directors, and each person, if any, who
controls such entity within the meaning of the Act against, and pay or reimburse any such person for, any and all losses, claims,
damages, liabilities or expenses whatsoever (or actions, proceedings or investigations in respect thereof) to which the Company
or any such person may become subject under the Act or otherwise, whether such losses, claims, damages, liabilities or expenses
shall result from any claim of the Company or any such person who controls the Company within the meaning of the Act or by any
third party, but only to the extent that such losses, claims, damages or liabilities are based upon any untrue statement or alleged
untrue statement of any material fact contained in the Subscription Documents made in reliance upon and in conformity with information
contained in the Subscription Documents relating to the Placement Agent, or an omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements therein not misleading, in either case, if made
or omitted in reliance upon and in conformity with written information furnished to the Company by the Placement Agent, specifically
for use in the preparation thereof or due to the intentional or negligent misrepresentation and/or malfeasance of the Placement
Agent. The Placement Agent will reimburse the Company or any such person for any legal or other expenses reasonably incurred in
connection with investigating or defending against any such loss, claim, damage, liability or action, proceeding or investigation
to which such indemnity obligation applies. The foregoing indemnity agreements are in addition to any liability which the Placement
Agent may otherwise have.


  



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(c)   Promptly
after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, claim, proceeding or investigation
(the “Action”), such indemnified party, if a claim in respect thereof is to be made against the indemnifying party
under this Section 8, will notify the indemnifying party of the commencement thereof, but the omission to so notify the indemnifying
party will not relieve it from any liability that it may have to any indemnified party under this Section 8 unless the indemnifying
party has been substantially prejudiced by such omission. The indemnifying party will be entitled to participate in and, to the
extent that it may wish, jointly with any other indemnifying party, to assume the defense thereof subject to the provisions herein
stated, with counsel reasonably satisfactory to such indemnified party. The indemnified party will have the right to employ separate
counsel in any such Action and to participate in the defense thereof, but the fees and expenses of such counsel will not be at
the expense of the indemnifying party if the indemnifying party has assumed the defense of the Action with counsel reasonably
satisfactory to the indemnified party, provided, however, that if the indemnified party shall be requested by the indemnifying
party to participate in the defense thereof or shall have concluded in good faith and specifically notified the indemnifying party
either that there may be specific defenses available to it that are different from or additional to those available to the indemnifying
party or that such Action involves or could have a material adverse effect upon it with respect to matters beyond the scope of
the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses,
shall have the right to direct such defenses of such Action on its behalf and in such case the reasonable fees and expenses of
such counsel in connection with any such participation or defenses shall be paid by the indemnifying party. No settlement of any
Action against an indemnified party will be made without the consent of the indemnifying party and the indemnified party, which
consent shall not be unreasonably withheld or delayed in light of all factors of importance to such party, and no indemnifying
party shall be liable to indemnify any person for any settlement of any such claim effected without such indemnifying party’s
consent.


  



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9.       Contribution.


 


To
provide for just and equitable contribution, if: (i) an indemnified party makes a claim for indemnification pursuant to Section
8 hereof and it is finally determined, by a judgment, order or decree not subject to further appeal that such claims for indemnification
may not be enforced, even though this Agreement expressly provides for indemnification in such case; or (ii) any indemnified
or indemnifying party seeks contribution under the Act, the Exchange Act, or otherwise, then each indemnifying party shall contribute
to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative
benefits but also the relative fault of the Company on the one hand and the Placement Agent on the other in connection with the
statements or omissions which resulted in such losses, claims, damages, liabilities or expenses (or actions in respect thereof),
as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the
Placement Agent on the other shall be deemed to be in the same proportion as the total net proceeds from the Offering (before
deducting expenses) received by the Company bear to the total Brokers’ Fees received by the Placement Agent. The relative
fault, in the case of an untrue statement, alleged untrue statement, omission or alleged omission will be determined by, among
other things, whether such statement, alleged statement, omission or alleged omission relates to information supplied by the Company
or by the Placement Agent, and the parties’ relative intent, knowledge, access to information and opportunity to correct
or prevent such statement, alleged statement, omission or alleged omission. The Company and the Placement Agent agree that it
would be unjust and inequitable if the respective obligations of the Company and the Placement Agent for contribution were determined
by pro rata allocation of the aggregate losses, liabilities, claims, damages and expenses or by any other method or allocation
that does not reflect the equitable considerations referred to in this Section 9. No person guilty of a fraudulent misrepresentation
(within the meaning of Section 10(f) of the Act) will be entitled to contribution from any person who is not guilty of such fraudulent
misrepresentation. For purposes of this Section 9, each person, if any, who controls the Placement Agent within the meaning of
the Act will have the same rights to contribution as the Placement Agent, and each person, if any, who controls the Company within
the meaning of the Act will have the same rights to contribution as the Company, subject in each case to the provisions of this
Section 9. Anything in this Section 9 to the contrary notwithstanding, no party will be liable for contribution with respect to
the settlement of any claim or action effected without its written consent. This Section 9 is intended to supersede, to the extent
permitted by law, any right to contribution under the Act, the Exchange Act or otherwise available.


  


10.       Termination.


 


(a)   The
Offering may be terminated by the Placement Agent at any time prior to the expiration of the Offering Period in the event that:
(i) any of the representations, warranties or covenants of the Company contained herein or in the Subscription Documents shall
prove to have been false or misleading in any material respect when actually made; (ii) the Company shall have failed to perform
any of its material obligations hereunder or under any other the Company Transaction Document or any other transaction document;
(iii) there shall occur any event, within the control of the Company that could materially adversely affect the transactions contemplated
hereunder or the ability of the Company to perform hereunder; or (iv) the Placement Agent determines that it is reasonably likely
that any of the conditions to Closing set forth herein will not, or cannot, be satisfied.


 


(b)  This
Offering may be terminated by the Company at any time prior to the expiration of the Offering Period (i) in the event that the
Placement Agent shall have failed to perform any of its material obligations hereunder, or (ii) on account of the Placement Agent’s
fraud, illegal or willful misconduct or gross negligence or (iii) a material breach of this Agreement by the Placement Agent.
In the event of any such termination by the Company, the Placement Agent shall not be entitled to any amounts whatsoever except
(i) as may be due under any indemnity or contribution obligation provided herein or any other Company Transaction Document, at
law or otherwise and (ii) it shall retain any Brokers’ Fees received for Closings that occurred prior to the Termination
Date.


 


(c)  This
Offering may be terminated upon mutual agreement of the Company and the Placement Agent at any time prior to the expiration of
the Offering Period.


  



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(d)  Before
any termination by the Placement Agent under Section 10(a) or by the Company under Section 10(b) shall become effective, the terminating
party shall give ten (10) days prior written notice to the other party of its intention to terminate the Offering (the “Termination
Notice”). The Termination Notice shall specify the grounds for the proposed termination. If the specified grounds for termination,
or their resulting adverse effect on the transactions contemplated hereby, are curable, then the other party shall have five (5)
days from the Termination Notice within which to remove such grounds or to eliminate all of their material adverse effects on
the transactions contemplated hereby; otherwise, the Offering shall terminate.


(e)  Upon
any termination pursuant to this Section 10, the Placement Agent and the Company will instruct the Escrow Agent to cause all monies
received with respect to the subscriptions for Units not accepted by the Company to be promptly returned to such subscribers without
interest, penalty or deduction.


 


11.    Survival.


 


(a)  The
obligations of the parties to pay any costs and expenses hereunder and to provide indemnification and contribution as provided
herein shall survive any termination hereunder. In addition, the provisions of Sections 3, and 10 through 17 shall survive the
sale of the Units or any termination of the Offering hereunder.


 


(b)    The
respective indemnities, covenants, representations, warranties and other statements of the Company and the Placement Agent set
forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on
behalf of, and regardless of any access to information by the Company or the Placement Agent, or any of their officers or directors
or any controlling person thereof, and will survive the sale of the Units or any termination of the Offering hereunder.


 


12.     Notices.


 


All
communications hereunder will be in writing and, except as otherwise expressly provided herein or after notice by one party to
the other of a change of address, will be mailed, delivered or telefaxed and confirmed to: (A) if sent to the Placement Agent,
to Gottbetter Capital Markets, LLC 488 Madison Avenue, 12th Floor, New York, New York 10022, Attention: Mr. Julio A. Marquez,
President, telefax number (212) 400-6999, with a copy to: Law Offices of Barbara J. Glenns, Esq. 30 Waterside Plaza, Suite 25G,
New York, New York 10010, Attn: Barbara J. Glenns, Esq., telefax number (212) 689-6578; and (B) if sent to the Company, to Dynastar
Holdings, Inc., 517 NW 8 Terrace, Cape Coral, FL 33993 Attn: Kenneth Spiegeland, President, with a copy to: Gottbetter & Partners,
LLP 488 Madison Avenue, 12th Floor, New York, NY 10022, telefax: 212-400-6901 Attn: Paul C. Levites, Esq.


 


13.      Governing
Law, Jurisdiction.


 


This
Agreement shall be deemed to have been made and delivered in New York City and shall be governed as to validity, interpretation,
construction, effect and in all other respects by the internal laws of the State of New York without regard to principles of conflicts
of law thereof.


  



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THE
PARTIES HERETO AGREE TO SUBMIT ALL CONTROVERSIES TO the exclusive jurisdiction of finra ARBITRATION IN ACCORDANCE WITH THE PROVISIONS
SET FORTH BELOW AND UNDERSTAND THAT (A) ARBITRATION IS FINAL AND BINDING ON THE PARTIES, (B) THE PARTIES ARE WAIVING THEIR RIGHTS
TO SEEK REMEDIES IN COURT, INCLUDING THE RIGHT TO A JURY TRIAL, (C) PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED AND DIFFERENT
FROM COURT PROCEEDINGS, (D) THE ARBITRATOR’S AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL REASONING AND ANY
PARTY’S RIGHT TO APPEAL OR TO SEEK MODIFICATION OF RULES BY ARBITRATORS IS STRICTLY LIMITED, (E) THE PANEL OF THE FINANCIAL
INDUSTRY REGULATORY AUTHORITY, INC. (“FINRA”) ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS
WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY, AND (F) ALL CONTROVERSIES WHICH MAY ARISE BETWEEN THE PARTIES CONCERNING
THIS AGREEMENT SHALL BE DETERMINED BY ARBITRATION PURSUANT TO THE RULES THEN PERTAINING TO FINRA. ALL QUESTIONS CONCERNING THE
CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEw york. JUDGMENT ON ANY AWARD OF ANY SUCH ARBITRATION MAY BE ENTERED IN THE SUPREME COURT OF THE
STATE OF NEW YORK OR IN ANY OTHER COURT HAVING JURISDICTION OVER THE PERSON OR PERSONS AGAINST WHOM SUCH AWARD IS RENDERED. THE
PARTIES AGREE THAT THE DETERMINATION OF THE ARBITRATORS SHALL BE BINDING AND CONCLUSIVE UPON THEM. THE PREVAILING PARTY, AS DETERMINED
BY SUCH ARBITRATORS, IN A LEGAL PROCEEDING SHALL BE ENTITLED TO COLLECT ANY COSTS, DISBURSEMENTS AND REASONABLE ATTORNEY’S
FEES FROM THE OTHER PARTY.  PRIOR TO FILING AN ARBITRATION, THE PARTIES HEREBY AGREE THAT THEY WILL ATTEMPT TO RESOLVE
THEIR DIFFERENCES FIRST BY SUBMITTING THE MATTER FOR RESOLUTION TO A MEDIATOR, ACCEPTABLE TO ALL PARTIES, AND WHOSE EXPENSES WILL
BE BORNE EQUALLY BY ALL PARTIES. THE MEDIATION WILL BE HELD IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, ON AN EXPEDITED BASIS.
IF THE PARTIES CANNOT SUCCESSFULLY RESOLVE THEIR DIFFERENCES THROUGH MEDIATION, THE MATTER WILL BE RESOLVED BY ARBITRATION. THE
ARBITRATION SHALL TAKE PLACE IN THE COUNTY OF NEW YORK, THE STATE OF NEW YORK, ON AN EXPEDITED BASIS. 


  



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14.      Miscellaneous.


 


A.       No
provision of this Agreement may be changed or terminated except by a writing signed by the party or parties to be charged therewith.
Unless expressly so provided, no party to this Agreement will be liable for the performance of any other party’s obligations
hereunder. Either party hereto may waive compliance by the other with any of the terms, provisions and conditions set forth herein;
provided, however, that any such waiver shall be in writing specifically setting forth those provisions waived thereby. No such
waiver shall be deemed to constitute or imply waiver of any other term, provision or condition of this Agreement. Neither party
may assign its rights or obligations under this Agreement to any other person or entity without the prior written consent of the
other party.


 


B.     Each
party shall, without payment of any additional consideration by any other party, at any time on or after the date of any Closings
take such further action and execute such other and further documents and instruments as the other party may request in order
to provide the other party with the benefits of this Agreement.


 


C.      The
Parties to this Agreement each hereby confirm that they will cooperate with each other to the extent that it may become necessary
to enter into any revisions or amendments to this Agreement, in the future to conform to any federal or state regulations.


 


15.     Entire
Agreement; Severability.


 


This
Agreement together with any other agreement referred to herein supersedes all prior understandings and written or oral agreements
between the parties with respect to the Offering and the subject matter hereof. If any portion of this Agreement shall be held
invalid or unenforceable, then so far as is reasonable and possible (i) the remainder of this Agreement shall be considered valid
and enforceable and (ii) effect shall be given to the intent manifested by the portion held invalid or unenforceable.


 


16.     Counterparts.


 


This
Agreement may be executed in multiple counterparts, each of which may be executed by less than all of the parties and shall be
deemed to be an original instrument which shall be enforceable against the parties actually executing such counterparts and all
of which together shall constitute one and the same instrument. The exchange of copies of this Agreement and of signature pages
by facsimile transmission or in pdf format shall constitute effective execution and delivery of this Agreement as to the parties
and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile or in pdf
format shall be deemed to be their original signatures for all purposes.


 


17.     Confidentiality.


 


(a)      The
Placement Agent will maintain the confidentiality of the Information and, unless and until such information shall have been made
publicly available by the Company or by others without breach of a confidentiality agreement, shall disclose the Information only
as authorized by the Company or as required by law or by order of a governmental authority or court of competent jurisdiction.
In the event the Placement Agent is legally required to make disclosure of any of the Information, the Placement Agent will give
notice to the Company or the Company prior to such disclosure, to the extent the Placement Agent can practically do so.


  



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PRIVILEGED
& CONFIDENTIAL


 


(b)    The
foregoing paragraph shall not apply to information that:


 


(i)      at
the time of disclosure by the Company, is or thereafter becomes, generally available to the public or within the industries in
which the Company or the Placement Agent or its affiliates conduct business, other than as a direct result of a breach by the
Placement Agent of its obligations under this Agreement;


 


(ii)      prior
to or at the time of disclosure by the Company, was already in the possession of, or conceived by, the Placement Agent or any
of its affiliates, or could have been developed by them from information then in their possession, by the application of other
information or techniques in their possession, generally available to the public, or available to the Placement Agent or its affiliates
other than from the Company; at the time of disclosure by the Company thereafter, is obtained by the Placement Agent or any of
its affiliates from a third party who the Placement Agent reasonably believes to be in possession of the information not in violation
of any contractual, legal or fiduciary obligation to the Company with respect to that information; or is independently developed
by the Placement Agent or its affiliates.


 


(c)     Nothing
in this Agreement shall be construed to limit the ability of the Placement Agent or its affiliates to pursue, investigate, analyze,
invest in, or engage in investment banking, financial advisory or any other business relationship with entities other than the
Company, notwithstanding that such entities may be engaged in a business which is similar to or competitive with the business
of the Company, and notwithstanding that such entities may have actual or potential operations, products, services, plans, ideas,
customers or supplies similar or identical to the Company’s, or may have been identified by the Company as potential merger
or acquisition targets or potential candidates for some other business combination, cooperation or relationship. The Company expressly
acknowledges and agrees that they do not claim any proprietary interest in the identity of any other entity in its industry or
otherwise, and that the identity of any such entity is not confidential information.


 


SIGNATURE
PAGE TO FOLLOW


 



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PRIVILEGED
& CONFIDENTIAL


 


If
the foregoing is in accordance with your understanding of the agreement between Dynastar and the Placement Agent, kindly sign
and return this Agreement, whereupon it will become a binding agreement as provided herein, between Dynastar and the Placement
Agent in accordance with its terms.


 


	 	DYNASTAR HOLDINGS, INC.
	 	 	 
	 	By:	/s/ Kenneth Speigeland
	 	 	Mr. Kenneth Spiegeland
	 	 	President
	 	 	517 NW 8 Terrace
	 	 	Cape Coral, FL  33993
	 	 	Tel:  239-628-4591


  


Accepted and
agreed to this


       th
day of November 2011:


  


	GOTTBETTER CAPITAL MARKETS,
    LLC	 
	 	 	 
	By:	/s/ Julio A. Marquez	 
	 	Julio A. Marquez	 
	 	President