Warrant Certificate
No. _____


 


NEITHER THE
SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE 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, 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 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:  January
    __, 2012	Void
    After:  December __, 2017


 


DYNASTAR HOLDINGS,
INC.


 


WARRANTS TO
PURCHASE COMMON STOCK


  


Dynastar
Holdings, Inc., a Nevada corporation (the “Company”), for value received on January __, 2012 (the “Effective
Date”), hereby issues to NAVESINK CAPITAL ADVISORS, LLC (the “Holder” or “Warrant Holder”)
Two Million (2,000,000) Warrants (collectively, the “Warrant”) to purchase an aggregate of Two Million 2,000,000)
full 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 January __, 2017 (the “Expiration
Date”), all subject to the following terms and conditions.


 


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 full share of Common Stock (which is the closing price for the Company’s Common Stock on the Effective Date),
subject to adjustment as provided herein; (iv) “Trading Day” means any day on which the Common Stock is traded (or
available for trading) on its principal trading market; 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”).


 


	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 executed copy of the Notice of Exercise attached as Exhibit A;


 


(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 full 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, 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, commencing October __, 2012, the Holder may, in its sole discretion, unless
the underlying common stock has been registered by the Company, 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
	 	 	 	 
	 	 	Y =	the number of Warrant Shares with respect
    to which the Warrant is being exercised
	 	 	 	 
	 	 	A =	the fair 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 value” per share of Common Stock shall mean the Closing Price (as defined
below) per share of Common Stock on the trading day immediately preceding the date on which the Notice of Exercise is deemed to
have been sent to the Company. “Closing Price” means, for any date, the price determined by the first of the following
clauses that applies: (a) if the Common Stock is then listed or quoted on the New York Stock Exchange, the American Stock Exchange,
the NASDAQ Global Select Market, the NASDAQ Global Market or the NASDAQ Capital Market or any other national securities exchange,
the closing price per share of the Common Stock for such date (or the nearest preceding date) on the primary eligible market or
exchange on which the Common Stock is then listed or quoted; (b) if prices for the Common Stock are then quoted on the OTC Bulletin
Board, the closing bid price per share of the Common Stock for such date (or the nearest preceding date) so quoted; or (c) if
prices for the Common Stock are then reported in the “Pink Sheets” published by the National Quotation Bureau Incorporated
(or a similar organization or agency succeeding to its functions of reporting prices), the most recent closing bid price per share
of the Common Stock so reported. If the Common Stock is not publicly traded as set forth above, the “fair value” per
share of Common Stock shall be 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.


 



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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), 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 the properly completed Notice of Exercise and the Aggregate Exercise Price in cleared funds (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 use
its best efforts to cause its transfer agent to issue and dispatch by certified or registered mail or overnight courier (at the
Holder’s cost) 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.


 


(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. If this Warrant is submitted in connection with any exercise pursuant to Section 1
and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the actual number of Warrant
Shares being acquired upon such an exercise, then the Company shall as soon as practicable and in no event later than five (5)
Business Days after any exercise and at its own expense, issue a new Warrant of like tenor representing the right to purchase
the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares
with respect to which this Warrant is exercised.


 


(d)       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 16.


 


	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 certificate 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.


 



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	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; 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 best 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.


 


(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)      Reorganization,
Reclassification, Consolidation, Merger or Sale.


 


(A)        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 there is no “Change of Control” of the Company (as hereafter defined) and holders of Common Stock
shall be entitled to receive stock, securities, or other assets or property in exchange for their Common Stock (an “Organic
Change”), then, as a condition of such Organic Change, 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, registration rights) shall thereafter be applicable, in relation to any shares of stock or securities
thereafter deliverable upon the exercise hereof. The Company will not effect any such Organic Change unless, prior to the consummation
thereof, the successor corporation (if other than the Company) resulting from such Organic Change purchasing such assets shall
assume by written instrument reasonably satisfactory in form and substance to the Company 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.


 



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(B)        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 there is a “Change of Control” of the Company (as hereafter defined) and holders of Common Stock
shall be entitled to receive stock, securities, or other assets or property in exchange for their Common Stock (a “Control
Change”), then, the Holder shall be required to accept the net value of the Warrant (the fair market value less the exercise
price) in exchange for the cancellation of the Warrant. Such consideration shall be paid to the Holder at the same time as the
consideration from the Control Change is paid to the holders of the Company’s Common Stock. As a condition of such Control
Change, the Company shall be required to comply with subsection (C) below. “Change of Control” shall mean (i) the
acquisition by any person or group (as that term is defined in the Act and the rules promulgated thereunder) in a single transaction
or a series of transactions of 30% or more in voting power of the Common Stock of the Company; (ii) a sale of substantially all
of the assets of the Company to an entity that is not a subsidiary or the Company; (iii) a merger, consolidation or reorganization
involving the Company, following which the current stockholders of the Company as of the date hereof (the “Current Stockholders”)
will not have voting power with respect to at least 50% of the voting securities entitled to vote generally in the election of
directors of the surviving entity; or (iv) the consummation of a sale by the Current Stockholders to a third party (the “Acquiring
Party”) of some or all of the shares of Common Stock held by the Current Stockholders, which sale results in the Current
Stockholders having voting power with respect to less than 50% of the voting securities entitled to vote in the election of directors
of the Company.


 


(C)        If
there is an Organic Change or a Control 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
or the Control Change, a notice stating the date on which such Organic Change or Control 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 or Control 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 an Organic Change (but not from a Control Change) 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 certificate shall also set forth 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.


 


(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, 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 except as otherwise determined
pursuant to this Section 3.


 



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	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.


 


	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. The Company, in lieu of issuing any fractional Warrant
Share, shall round down the aggregate number of Warrant Shares issuable to a Holder to the 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).


  



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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.”


 


	9.	PIGGYBACK REGISTRATION RIGHTS


 


At
the discretion of the Company, piggyback registration rights may apply with respect to the Warrant Shares.


 


	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, or if to the Company, to it at 101 California Street, Suite 2450, San Francisco,
CA 94111, Attention: Michael A. Peth, Chief Operating 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) with a copy to Gottbetter & Partners, LLP, 488
Madison Avenue, 12th Floor, New York, NY 10022, Attention: Scott Rapfogel, Esq.


 


	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.



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	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.


 


	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 two 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, within two 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 binding upon all parties 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.


  



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	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 nonassessable 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.	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]


   



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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:	 


  



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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 and to purchase thereunder, ___________________ shares of Dynastar
Holdings, Inc. common stock issuable upon exercise of the Warrant and delivery of (i) $_________ (in cash as provided for in the
foregoing Warrant) and any applicable taxes payable by the undersigned pursuant to such Warrant; or (ii) __________ shares of
Common Stock (pursuant to a Cashless Exercise in accordance with Section 1(b)(ii) of this Warrant).


 


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:	 


   



    	 



    	 



    

  


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
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


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: