SUBSCRIPTION AGREEMENT


 


Ladies and Gentlemen:


 


1.           Subscription.  The
undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase the number of units
of securities (the “Units”) of Dynastar Holdings, Inc. (formerly Medical Design Studios, Inc.), a Nevada corporation
(the “Company”), set forth on the signature page hereof at a purchase price of $0.20 per Unit, subject to the terms
and conditions of this Subscription Agreement and on the basis of the representations, warranties, covenants and agreements contained
herein. Each Unit consists of (i) one share of the Company’s common stock, par value $0.001 per share (the “Common
Stock”), and (ii) a warrant, substantially in the form of Exhibit B to the Memorandum (the “Investor Warrant”),
representing the right to purchase one-half share of Common Stock, exercisable for a period of five (5) years from issuance, at
an exercise price of $0.80 per whole share. The Units are being purchased in connection with a reverse merger transaction (the
“Merger”) among the Company, Dynastar Ventures, Inc., a Delaware corporation (“Dynastar”), and a wholly
owned subsidiary of the Company, to be formed solely for the purpose of the Merger (the “Acquisition Subsidiary”).
In the Merger, the Acquisition Subsidiary will be merged with and into Dynastar and Dynastar will become a wholly owned subsidiary
of the Company. The stockholders of Dynastar will receive stock in the Company as consideration for their stock in Dynastar.


 


2.           Offering.  This
subscription is being submitted to you in accordance with and subject to the terms and conditions described in this Subscription
Agreement and the Confidential Private Placement Memorandum of the Company and Dynastar, dated January 5, 2012, as amended or supplemented
from time to time, including all attachments, schedules and exhibits hereto (the “Memorandum”), relating to the offering
(the “Offering”) by the Company of up to 10,000,000 Units ($2,000,000) (the Maximum Offering Amount”). In the
event the Maximum Offering Amount is sold, the Placement Agent (as defined below) and the Company, with the consent of Dynastar,
shall have the right to place an additional 2,500,000 Units ($500,000) to cover over-allotments. Gottbetter Capital Markets, LLC
has been engaged as non-exclusive placement agent in connection with the Offering (the “Placement Agent”). The terms
of the Offering are more completely described in the Memorandum and such terms are incorporated herein in their entirety.


 


3.           Payment.  The
Purchaser encloses herewith a check payable to, or will immediately make a wire transfer payment to, “CSC Trust Company of
Delaware, Escrow Agent for Dynastar Holdings, Inc.” in the full amount of the purchase price of the Units being subscribed
for. Wire transfer instructions are set forth hereof under the heading “To subscribe for Units in the private placement offering
of Dynastar Holdings, Inc.” Such funds will be held for the Purchaser’s benefit, and will be returned promptly, without
interest or offset if this Subscription Agreement is not accepted by the Company or the Offering is terminated pursuant to its
terms by the Company prior to the first Closing (as defined in Section 4). Together with a check for, or wire transfer of, the
full purchase price, the Purchaser is delivering a completed and executed Omnibus Signature Page to this Subscription Agreement
and the Registration Rights Agreement, the Anti-Money Laundering Information Form following the Omnibus Signature Page and the
Accredited Investor Certification following the Omnibus Signature Page (collectively, the “Transaction Documents”).
The form of Registration Rights Agreement is in the form of Exhibit C to the Memorandum.


 



    	 



    	 



    

 


4.           Deposit
of Funds.  All payments made as provided in Section 3 hereof shall be deposited by the Company, Dynastar or the Placement
Agent as soon as practicable after receipt thereof with CSC Trust Company of Delaware (the “Escrow Agent”), in a non-interest-bearing
escrow account (the “Escrow Account”) until the earliest to occur of (a) a closing of the Offering (the “Closing”),
(b) the rejection of such subscription, and (c) the termination of the Offering by the Company or the Placement Agent. The Company
and the Placement Agent may continue to offer and sell the Units and conduct additional closings for the sale of additional Units
after the first Closing and until the termination of the Offering. The first Closing shall occur on a date to be mutually agreed
upon among the Company, Dynastar and the Placement Agent.


 


5.           Acceptance
of Subscription.  The Purchaser understands and agrees that the Company and Dynastar, in their sole and absolute
discretion, reserve the right to accept or reject this or any other subscription for Units, in whole or in part, notwithstanding
prior receipt by the Purchaser of notice of acceptance of this subscription. The Company shall have no obligation hereunder until
the Company shall execute and deliver to the Purchaser an executed copy of this Subscription Agreement. If this subscription is
rejected in whole or the Offering is terminated, all funds received from the Purchaser will be returned without interest or offset,
and this Subscription Agreement shall thereafter be of no further force or effect. If this subscription is rejected in part, the
funds for the rejected portion of this subscription will be returned without interest or offset, and this Subscription Agreement
will continue in full force and effect to the extent this subscription was accepted.


 


6.           Placement
Agent.  The Placement Agent, a licensed broker-dealer, has been engaged as the non-exclusive Placement Agent for
the Offering on a best efforts basis pursuant to the terms of a Placement Agency Agreement. The Placement Agent together with other
participating broker-dealers, including sub-agents, if any, will be paid a cash commission equal to ten percent (10%) of funds
raised in the Offering from investors introduced by them plus warrants (the “Broker Warrants”) to purchase such number
of shares of Common Stock equal to five percent (5%) of the number of shares of Common Stock contained in the Units sold through
them in the Offering, which warrants shall have a term of five (5) years and an exercise price of $0.20 per share.


 


7.           Representations
and Warranties.  The Purchaser hereby acknowledges, represents, warrants, and agrees as follows:


 


(a)          None
of the Units, the shares of Common Stock underlying the Units, the Investor Warrants or the shares of Common Stock issuable upon
exercise of the Investor Warrants (the “Investor Warrant Shares”) offered pursuant to this Subscription Agreement are
registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. The Purchaser
understands that the offering and sale of the Units is intended to be exempt from registration under the Securities Act, by virtue
of Section 4(2) thereof and the provisions of Regulation D (“Regulation D”) and/or Regulation S (“Regulation
S”) each as promulgated by the SEC thereunder, based, in part, upon the representations, warranties and agreements of the
Purchaser contained in this Subscription Agreement;


 



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(b)          Prior
to the execution of this Subscription Agreement, the Purchaser and the Purchaser’s attorney, accountant, purchaser representative
and/or tax adviser, if any (collectively, the “Advisers”), have received this Memorandum and all other documents requested
by the Purchaser, have carefully reviewed them and understand the information contained therein;


 


(c)          Neither
the SEC nor any state securities commission or other regulatory authority has approved the Units, the shares of Common Stock, the
Investor Warrants or the Investor Warrant Shares or passed upon or endorsed the merits of the Offering or confirmed the accuracy
or determined the adequacy of the Memorandum; the Memorandum has not been reviewed by any federal, state or other regulatory authority;


 


(d)          All
documents, records, and books pertaining to the investment in the Units (including, without limitation, the Memorandum) have been
made available for inspection by such Purchaser and its Advisers, if any;


 


(e)          The
Purchaser and its Advisers, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or
persons acting on behalf of the Company concerning the offering of the Units and the business, financial condition and results
of operations of the Company and Dynastar, and all such questions have been answered to the full satisfaction of the Purchaser
and its Advisers, if any;


 


(f)          In
evaluating the suitability of an investment in the Company, the Purchaser has not relied upon any representation or information
(oral or written) other than as stated in the Memorandum;


 


(g)          The
Purchaser is unaware of, is in no way relying on, and did not become aware of the Offering of the Units through or as a result
of, any form of general solicitation or general advertising including, without limitation, any article, notice, advertisement or
other communication published in any newspaper, magazine or similar media or broadcast over television, radio or the Internet (including,
without limitation, internet “blogs,” bulletin boards, discussion groups and social networking sites) in connection
with the Offering and sale of the Units and is not subscribing for the Units and did not become aware of the Offering through or
as a result of any seminar or meeting to which the Purchaser was invited by, or any solicitation of a subscription by, a person
not previously known to the Purchaser in connection with investments in securities generally;


 


(h)          The
Purchaser has taken no action that would give rise to any claim by any person for brokerage commissions, finders’ fees or
the like relating to this Subscription Agreement or the transactions contemplated hereby (other than commissions to be paid by
the Company to the Placement Agent and other participating broker-dealers, if any, or as otherwise described in the Memorandum);


 


(i)          The
Purchaser, together with its Advisers, if any, has such knowledge and experience in financial, tax, and business matters, and,
in particular, investments in securities, so as to enable it to utilize the information made available to it in connection with
the Offering to evaluate the merits and risks of an investment in the Units and the Company and to make an informed investment
decision with respect thereto;


 



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(j)          The
Purchaser is not relying on the Company, Dynastar, the Placement Agent or any of their respective employees or agents with respect
to the legal, tax, economic and related considerations of an investment in the Units, and the Purchaser has relied on the advice
of, or has consulted with, only its own Advisers;


 


(k)          The
Purchaser is acquiring the Units solely for such Purchaser’s own account for investment purposes only and not with a view
to or intent of resale or distribution thereof, in whole or in part. The Purchaser has no agreement or arrangement, formal or informal,
with any person to sell or transfer all or any part of the Units, the shares of Common Stock, the Investor Warrants or the Investor
Warrant Shares and the Purchaser has no plans to enter into any such agreement or arrangement;


 


(l)          The
Purchaser must bear the substantial economic risks of the investment in the Units indefinitely because none of the securities included
in the Units may be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable
state securities laws or an exemption from such registration is available (including, without limitation, under Regulation S).
Legends to the following effect shall be placed on the securities included in the Units to the effect that they have not been registered
under the Securities Act or applicable state securities laws:


 


THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE
UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES
ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN ACCORDANCE WITH (I) REGULATION S UNDER THE U.S. SECURITIES ACT, IF AVAILABLE,
(II) ANY OTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, OR (III) UNDER AN EFFECTIVE REGISTRATION
STATEMENT, AND, IN EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING
THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE
WITH THE U.S. SECURITIES ACT. RELIANCE ON AN EXEMPTION FROM REGISTRATION WILL REQUIRE THE HOLDER TO PROVIDE THE COMPANY WITH AN
OPINION OF COUNSEL, WHICH COUNSEL AND OPINION MUST BE SATISFACTORY TO THE COMPANY.


 


Appropriate notations will be made in the Company’s stock books
to the effect that the securities included in the Units have not been registered under the Securities Act or applicable state securities
laws. Stop transfer instructions will be placed with the transfer agent of the Units. The Company has agreed that purchasers of
the Units will have, with respect to the shares of Common Stock included in the Units, the registration rights described in the
Registration Rights Agreement. Notwithstanding such registration rights, there can be no assurance that there will be any market
for resale of the Common Stock, nor can there be any assurance that such securities will be freely transferable at any time in
the foreseeable future;


 


(m)          The
Purchaser has adequate means of providing for such Purchaser’s current financial needs and foreseeable contingencies and
has no need for liquidity of its investment in the Units for an indefinite period of time;


 



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(n)          The
Purchaser is aware that an investment in the Units is high risk, involving a number of very significant risks and has carefully
read and considered the matters set forth in the caption “Risk Factors” in the Memorandum, and, in particular, acknowledges
that Dynastar has a limited operating history, has had operating losses since inception, and is engaged in a highly competitive
business;


 


(o)          The
Purchaser either


 


i.     meets
the requirements of at least one of the suitability standards for an “accredited investor” as that term is defined
in Regulation D and as set forth on the Accredited Investor Certification contained herein; or


 


ii.    is
not a “U.S. Person” as defined in Regulation S; and specifically the Purchaser is not (all Purchasers who are not
a U.S. Person must INITIAL this section as indicated to confirm their careful review and understanding of this Section 7(o)(ii))
Initial _______: 


 


A.   a
natural person resident in the United States of America, including its territories and possessions (“United States”);


 


B.   a
partnership or corporation organized or incorporated under the laws of the United States;


 


C.   an
estate of which any executor or administrator is a U.S. Person;


 


D.   a
trust of which any trustee is a U.S. Person;


 


E.    an
agency or branch of a foreign entity located in the United States;


 


F.    a
non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit
or account of a U.S. Person;


 


G.    a
discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated,
or (if an individual) resident in the United States; and


 


H.   a
partnership or corporation: (I) organized or incorporated under the laws of any foreign jurisdiction; and (II) formed by a U.S.
Person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or
incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons,
estates or trusts.


 


And, in addition:


 


I.     the
Purchaser was not offered the Units in the United States;


 


J.     at
the time the buy-order for the Units was originated, the Purchaser was outside the United States; and


 



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K.    the
Purchaser is purchasing the Units for its own account and not on behalf of any U.S. Person (as defined in Regulation S) and a sale
of the Units has not been pre-arranged with a purchaser in the United States.


 


(p)          The
Purchaser (i) if a natural person, represents that the Purchaser has reached the age of 21 and has full power and authority to
execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions
hereof and thereof; (ii) if a corporation, partnership, or limited liability company or partnership, or association, joint stock
company, trust, unincorporated organization or other entity, represents that such entity was not formed for the specific purpose
of acquiring the Units, such entity is duly organized, validly existing and in good standing under the laws of the state of its
organization, the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of
state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this
Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and
to purchase and hold the securities constituting the Units, the execution and delivery of this Subscription Agreement has been
duly authorized by all necessary action, this Subscription Agreement has been duly executed and delivered on behalf of such entity
and is a legal, valid and binding obligation of such entity; or (iii) if executing this Subscription Agreement in a representative
or fiduciary capacity, represents that it has full power and authority to execute and deliver this Subscription Agreement in such
capacity and on behalf of the subscribing individual, ward, partnership, trust, estate, corporation, or limited liability company
or partnership, or other entity for whom the Purchaser is executing this Subscription Agreement, and such individual, partnership,
ward, trust, estate, corporation, or limited liability company or partnership, or other entity has full right and power to perform
pursuant to this Subscription Agreement and make an investment in the Company, and represents that this Subscription Agreement
constitutes a legal, valid and binding obligation of such entity. The execution and delivery of this Subscription Agreement will
not violate or be in conflict with any order, judgment, injunction, agreement or controlling document to which the Purchaser is
a party or by which it is bound;


 


(q)          The
Purchaser and the Advisers, if any, have had the opportunity to obtain any additional information, to the extent the Company and/or
Dynastar have such information in its possession or could acquire it without unreasonable effort or expense, necessary to verify
the accuracy of the information contained in the Memorandum and all documents received or reviewed in connection with the purchase
of the Units and have had the opportunity to have representatives of the Company and Dynastar provide them with such additional
information regarding the terms and conditions of this particular investment and the financial condition, results of operations,
business of the Company and Dynastar deemed relevant by the Purchaser or the Advisers, if any, and all such requested information,
to the extent the Company had such information in its possession or could acquire it without unreasonable effort or expense, has
been provided to the full satisfaction of the Purchaser and the Advisers, if any;


 


(r)          Any
information which the Purchaser has heretofore furnished or is furnishing herewith to the Company, Dynastar or the Placement Agent
is complete and accurate and may be relied upon by the Company, Dynastar and the Placement Agent in determining the availability
of an exemption from registration under federal and state securities laws in connection with the offering of the Units as described
in the Memorandum. The Purchaser further represents and warrants that it will notify and supply corrective information to the Company,
Dynastar and the Placement Agent immediately upon the occurrence of any change therein occurring prior to the Company’s issuance
of the securities contained in the Units;


 



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(s)          The
Purchaser has significant prior investment experience, including investment in non-listed and non-registered securities. The Purchaser
is knowledgeable about investment considerations in development-stage companies with limited operating histories. The Purchaser
has a sufficient net worth to sustain a loss of its entire investment in the Company in the event such a loss should occur. The
Purchaser’s overall commitment to investments which are not readily marketable is not excessive in view of the Purchaser’s
net worth and financial circumstances and the purchase of the Units will not cause such commitment to become excessive. The investment
is a suitable one for the Purchaser;


 


(t)          The
Purchaser is satisfied that the Purchaser has received adequate information with respect to all matters which it or the Advisers,
if any, consider material to its decision to make this investment;


 


(u)          The
Purchaser acknowledges that any estimates or forward-looking statements or projections included in the Memorandum were prepared
by Dynastar in good faith but that the attainment of any such projections, estimates or forward-looking statements cannot be guaranteed
by the Company or Dynastar and should not be relied upon;


 


(v)          No
oral or written representations have been made, or oral or written information furnished, to the Purchaser or the Advisers, if
any, in connection with the Offering which are in any way inconsistent with the information contained in the Memorandum;


 


(w)          Within
five (5) days after receipt of a request from the Company, Dynastar or the Placement Agent, the Purchaser will provide such information
and deliver such documents as may reasonably be necessary to comply with any and all laws and ordinances to which the Company,
Dynastar or the Placement Agent is subject;


 


(x)          The
Purchaser’s substantive relationship with the Placement Agent or subagent through which the Purchaser is subscribing for
Units predates the Placement Agent’s or such subagent’s contact with the Purchaser regarding an investment in the Units;


 


(y)          THE
SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND
ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES
ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT
AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. RELIANCE ON AN EXEMPTION FROM REGISTRATION WILL REQUIRE THE HOLDER
TO PROVIDE THE COMPANY WITH AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION MUST BE SATISFACTORY TO THE COMPANY. THE SECURITIES
HAVE NOT BEEN RECOMMENDED, APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR
ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR
THE ACCURACY OR ADEQUACY OF THE MEMORANDUM OR THIS SUBSCRIPTION AGREEMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL;


 



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(z)          In
making an investment decision investors must rely on their own examination of the Company, Dynastar and the terms of the Offering,
including the merits and risks involved. The Purchaser should be aware that it will be required to bear the financial risks of
this investment for an indefinite period of time;


 


(aa)         (For
ERISA plans only)   The fiduciary of the ERISA plan (the “Plan”) represents that such fiduciary
has been informed of and understands the Company’s investment objectives, policies and strategies, and that the decision
to invest “plan assets” (as such term is defined in ERISA) in the Company is consistent with the provisions of ERISA
that require diversification of plan assets and impose other fiduciary responsibilities. The Purchaser fiduciary or Plan (a) is
responsible for the decision to invest in the Company; (b) is independent of the Company or any of its affiliates; (c) is qualified
to make such investment decision; and (d) in making such decision, the Purchaser fiduciary or Plan has not relied primarily on
any advice or recommendation of the Company or any of its affiliates;


 


(bb)         The
Purchaser should check the Office of Foreign Assets Control (“OFAC”) website at <http://www.treas.gov/ofac>
before making the following representations. The Purchaser represents that the amounts invested by it in the Company in the
Offering were not and are not directly or indirectly derived from activities that contravene federal, state or international laws
and regulations, including anti-money laundering laws and regulations. Federal regulations and Executive Orders administered by
OFAC prohibit, among other things, the engagement in transactions with, and the provision of services to, certain foreign countries,
territories, entities and individuals. The lists of OFAC prohibited countries, territories, persons and entities can be found
on the OFAC website at <http://www.treas.gov/ofac>. In addition, the programs administered by OFAC (the “OFAC Programs”)
prohibit dealing with individuals1 or entities in certain countries regardless of whether such individuals or entities
appear on the OFAC lists;


 


(cc)         To
the best of the Purchaser’s knowledge, none of: (1) the Purchaser; (2) any person controlling or controlled by the Purchaser;
(3) if the Purchaser is a privately-held entity, any person having a beneficial interest in the Purchaser; or (4) any person for
whom the Purchaser is acting as agent or nominee in connection with this investment is a country, territory, individual or entity
named on an OFAC list, or a person or entity prohibited under the OFAC Programs. Please be advised that the Company may not accept
any amounts from a prospective investor if such prospective investor cannot make the representation set forth in the preceding
paragraph. The Purchaser agrees to promptly notify the Company and the Placement Agent should the Purchaser become aware of any
change in the information set forth in these representations. The Purchaser understands and acknowledges that, by law, the Company
may be obligated to “freeze the account” of the Purchaser, either by prohibiting additional subscriptions from the
Purchaser, declining any redemption requests and/or segregating the assets in the account in compliance with governmental regulations,
and the Placement Agent may also be required to report such action and to disclose the Purchaser’s identity to OFAC. The
Purchaser further acknowledges that the Company may, by written notice to the Purchaser, suspend the redemption rights, if any,
of the Purchaser if the Company reasonably deems it necessary to do so to comply with anti-money laundering regulations applicable
to the Company and the Placement Agent or any of the Company’s other service providers. These individuals include specially
designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs;


 


 



1
These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject
to OFAC sanctions and embargo programs.    


 



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(dd)         To
the best of the Purchaser’s knowledge, none of: (1) the Purchaser; (2) any person controlling or controlled by the Purchaser;
(3) if the Purchaser is a privately-held entity, any person having a beneficial interest in the Purchaser; or (4) any person for
whom the Purchaser is acting as agent or nominee in connection with this investment is a senior foreign political figure2,
or any immediate family3 member or close associate4 of a senior foreign political figure, as such terms
are defined in the footnotes below; and


 


(ee)         If
the Purchaser is affiliated with a non-U.S. banking institution (a “Foreign Bank”), or if the Purchaser receives deposits
from, makes payments on behalf of, or handles other financial transactions related to a Foreign Bank, the Purchaser represents
and warrants to the Company that: (1) the Foreign Bank has a fixed address, other than solely an electronic address, in a country
in which the Foreign Bank is authorized to conduct banking activities; (2) the Foreign Bank maintains operating records related
to its banking activities; (3) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank
to conduct banking activities; and (4) the Foreign Bank does not provide banking services to any other Foreign Bank that does not
have a physical presence in any country and that is not a regulated affiliate.


 


(ff)         The
Purchaser understands that Navesink Capital Advisors (“Navesink”) and the Company have signed a consulting agreement
pursuant to which Navesink is providing to the Company certain consulting services relating to business development and corporate
finance. The Purchaser acknowledges that Navesink is not a broker dealer; that Navesink, its affiliates, and any officer, director
or stockholder, client or any member of their families may from time to time receive as compensation, purchase, sell or have a
position in any securities of the Company; that Navesink, and/or its directors, officers, and employees or clients may serve as
a director of the Company; and that Navesink accepts no liability for any loss or damage of any kind whatsoever arising out of
the use of the information contained in this Subscription Agreement or other documents relating to this Subscription Agreement.


 


 



2 A “senior foreign political figure”
is defined as a senior official in the executive, legislative, administrative, military or judicial branches of a foreign government
(whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned
corporation. In addition, a “senior foreign political figure” includes any corporation, business or other entity that
has been formed by, or for the benefit of, a senior foreign political figure.


3 “Immediate family” of a senior foreign
political figure typically includes the figure’s parents, siblings, spouse, children and in-laws.


4 A “close associate” of a senior foreign
political figure is a person who is widely and publicly known to maintain an unusually close relationship with the senior foreign
political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions
on behalf of the senior foreign political figure.





 



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(gg)         The
Purchaser acknowledges that 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 Company
which is the acquirer in the proposed Merger.  Gottbetter & Partners, LLP is counsel to Dynastar and has represented
Dynastar in the proposed Merger for which it will receive legal fees in accordance with an executed retainer agreement.  Following
the closing of the proposed merger, Gottbetter & Partners, LLP will become counsel to the Company and will receive legal fees
pursuant to a retainer agreement to be executed by the parties following the closing. Gottbetter Capital Markets, LLC is a placement
agent for this Offering, which is being conducted in connection with the proposed Merger, for which it may receive placement
agent fees in accordance with an executed placement agent agreement.


 


8.           Indemnification.  The
Purchaser agrees to indemnify and hold harmless the Company, Dynastar, the Placement Agent, and their respective officers, directors,
employees, agents, control persons and affiliates from and against all losses, liabilities, claims, damages, costs, fees and expenses
whatsoever (including, but not limited to, any and all expenses incurred in investigating, preparing or defending against any litigation
commenced or threatened) based upon or arising out of any actual or alleged false acknowledgment, representation or warranty, or
misrepresentation or omission to state a material fact, or breach by the Purchaser of any covenant or agreement made by the Purchaser
herein or in any other document delivered in connection with this Subscription Agreement.


 


9.           Irrevocability;
Binding Effect.  The Purchaser hereby acknowledges and agrees that the subscription hereunder is irrevocable by the
Purchaser, except as required by applicable law, and that this Subscription Agreement shall survive the death or disability of
the Purchaser and shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors,
legal representatives, and permitted assigns. If the Purchaser is more than one person, the obligations of the Purchaser hereunder
shall be joint and several and the agreements, representations, warranties, and acknowledgments herein shall be deemed to be made
by and be binding upon each such person and such person’s heirs, executors, administrators, successors, legal representatives,
and permitted assigns.


 


10.         Modification.  This
Subscription Agreement shall not be modified or waived except by an instrument in writing signed by the party against whom any
such modification or waiver is sought.


 


11.         Immaterial
Modifications to the Registration Rights Agreement.  The Company may, at any time prior to the first Closing, amend
the Registration Rights Agreement if necessary to clarify any provision therein, without first providing notice or obtaining prior
consent of the Purchaser, if, and only if, such modification is not material in any respect.


 


12.         Notices.  Any
notice or other communication required or permitted to be given hereunder shall be in writing and shall be mailed by certified
mail, return receipt requested, or delivered against receipt to the party to whom it is to be given (a) if to the Company or Dynastar
Ventures, Inc., at 1311 Herr Lane, Suite 205, Louisville, KY 40222, Attn: John S. Henderson IV, CEO, or (b) if to the Purchaser,
at the address set forth on the signature page hereof (or, in either case, to such other address as the party shall have furnished
in writing in accordance with the provisions of this Section 12). Any notice or other communication given by certified mail shall
be deemed given at the time of certification thereof, except for a notice changing a party’s address which shall be deemed
given at the time of receipt thereof.


 



    	10



    	 



    

 


13.         Assignability.  This
Subscription Agreement and the rights, interests and obligations hereunder are not transferable or assignable by the Purchaser
and the transfer or assignment of the shares of Common Stock or the Investor Warrants shall be made only in accordance with all
applicable laws.


 


14.         Applicable
Law.  This Subscription Agreement shall be governed by and construed in accordance with the laws of the State of
New York, without reference to the principles thereof relating to the conflict of laws.


 


15.         Arbitration.
The parties agree to submit all controversies to 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 right 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 rulings by arbitrators is strictly limited.


 


(e)          The
panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry.


 


(f)           All
controversies which may arise between the parties concerning this Subscription Agreement shall be determined by arbitration pursuant
to the rules then pertaining to the Financial Industry Regulatory Authority in New York City, 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 of
the person or persons against whom such award is rendered. Any notice of such arbitration or for the confirmation of any award
in any arbitration shall be sufficient if given in accordance with the provisions of this Subscription Agreement. The parties agree
that the determination of the arbitrators shall be binding and conclusive upon them.


 


16.         Blue Sky
Qualification.  The purchase of Units under this Subscription Agreement is expressly conditioned upon the exemption
from qualification of the offer and sale of the Units from applicable federal and state securities laws. The Company shall not
be required to qualify this transaction under the securities laws of any jurisdiction and, should qualification be necessary, the
Company shall be released from any and all obligations to maintain its offer, and may rescind any sale contracted, in the jurisdiction.


 


17.         Use of Pronouns.  All
pronouns and any variations thereof used herein shall be deemed to refer to the masculine, feminine, neuter, singular or plural
as the identity of the person or persons referred to may require.


 



    	11



    	 



    

 


18.         Confidentiality.  The
Purchaser acknowledges and agrees that any information or data the Purchaser has acquired from or about the Company or Dynastar
or may acquire in the future, not otherwise properly in the public domain, was received in confidence. The Purchaser agrees not
to divulge, communicate or disclose, except as may be required by law or for the performance of this Subscription Agreement, or
use to the detriment of the Company or Dynastar or for the benefit of any other person, or misuse in any way, any confidential
information of the Company or Dynastar, including any scientific, technical, trade or business secrets of the Company or Dynastar
and any scientific, technical, trade or business materials that are treated by the Company or Dynastar as confidential or proprietary,
including, but not limited to, internal personnel and financial information of the Company, Dynastar or its affiliates, the manner
and methods of conducting the business of the Company, Dynastar or its affiliates and confidential information obtained by or given
to the Company or Dynastar about or belonging to third parties. The Purchaser understands that the Company may rely on his agreement
of confidentiality to comply with the exemptive provisions of Regulation FD under the Securities Act as set forth in Rule 100(a)(b)(2)(ii)
of Regulation FD. In addition, the Purchaser acknowledges that such Purchaser is aware that the United States securities laws generally
prohibit any person who is in possession of material nonpublic information about a public company such as the Company from purchasing
or selling securities of such company.


 


19.         Miscellaneous.


 


(a)          This
Subscription Agreement, together with the attached exhibits, constitutes the entire agreement between the Purchaser and the Company
with respect to the Offering and supersedes all prior oral or written agreements and understandings, if any, relating to the subject
matter hereof. The terms and provisions of this Subscription Agreement may be waived, or consent for the departure therefrom granted,
only by a written document executed by the party entitled to the benefits of such terms or provisions.


 


(b)          The
representations and warranties of the Company and the Purchaser made in this Subscription Agreement shall survive the execution
and delivery hereof and delivery of the Units.


 


(c)          Each
of the parties hereto shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others
engaged by such party) in connection with this Subscription Agreement and the transactions contemplated hereby whether or not the
transactions contemplated hereby are consummated.


 


(d)          This
Subscription Agreement may be executed in one or more original or facsimile counterparts, each of which shall be deemed an original,
but all of which shall together constitute one and the same instrument.


 


(e)          Each
provision of this Subscription Agreement shall be considered separable and, if for any reason any provision or provisions hereof
are determined to be invalid or contrary to applicable law, such invalidity or illegality shall not impair the operation of or
affect the remaining portions of this Subscription Agreement.


 


(f)          Paragraph
titles are for descriptive purposes only and shall not control or alter the meaning of this Subscription Agreement as set forth
in the text.


 


(g)          The
Purchaser understands and acknowledges that there may be multiple closings for the Offering.


 


(h)          The
Purchaser hereby agrees to furnish the Company such other information as the Company may request prior to the Closing with respect
to its subscription hereunder.


 



    	12



    	 



    

 


20.         Omnibus
Signature Page.  This Subscription Agreement is intended to be read and construed in conjunction with the Registration
Rights Agreement pertaining to the issuance by the Company of the Units to subscribers pursuant to the Memorandum. Accordingly,
pursuant to the terms and conditions of this Subscription Agreement and such related agreements it is hereby agreed that the execution
by the Purchaser of this Subscription Agreement, in the place set forth herein, shall constitute agreement to be bound by the terms
and conditions hereof and the terms and conditions of the Registration Rights Agreement, with the same effect as if each of such
separate but related agreements were separately signed.


 


21.         Public Disclosure.
Neither the Purchaser nor any officer, manager, director, member, partner, stockholder, employee, affiliate, affiliated person
or entity of the Purchaser shall make or issue any press releases or otherwise make any public statements or make any disclosures
to any third person or entity with respect to the transactions contemplated herein and will not make or issue any press releases
or otherwise make any public statements of any nature whatsoever with respect to the Company without the Company’s express
prior approval. The Company has the right to withhold such approval in its sole discretion.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 



    	13



    	 



    

 


To subscribe for Units in the private placement offering of Dynastar
Holdings, Inc.:


 


1.    Date
and Fill in the number of Units being purchased and Complete and Sign the Omnibus Signature Page of the Subscription
Agreement.


 


2.    Complete
and return the Anti-Money Laundering Information Form.


 


3.    Initial
the Accredited Investor Certification page attached to this letter.


 


4.    Complete
and return the Investor Profile.


 


5.    Fax
or email all forms and then send all signed original documents to:


 


Gottbetter & Partners, LLP


488 Madison Avenue, 12th Floor


New York, NY 10022


Facsimile Number: 212.400.6901


Telephone Number: 212.400.6900


Attention: Martin I. Pomerance


Email: mip@gottbetter.com


 


6.    If
you are paying the Purchase Price by check, a check for the exact dollar amount of the Purchase Price for the number of Units
you are offering to purchase should be made payable to the order of “CSC Trust Company of Delaware, as Escrow Agent for Dynastar
Holdings, Inc.” and should be sent to CSC Trust Company of Delaware, 2711 Centerville Road, One Little Falls Centre, Wilmington,
Delaware 19808, Attention: Alan R Halpern.


 


7.    If
you are paying the Purchase Price by wire transfer, you should send a wire transfer for the exact dollar amount of the Purchase
Price of the number of Units you are offering to purchase according to the following instructions:


  


	Bank Name:	PNC Bank
	 	300 Delaware Avenue
	 	Wilmington, DE  19899
	ABA Routing Number:	031100089
	Account Name:	CSC Trust Company of Delaware
	Account Number:	5605012373
	Reference:	Dynastar Holdings, Inc. – [insert
    Purchaser’s name]
	Escrow Agent Contact:	Alan R. Halpern


  



    	14



    	 



    

 


DYNASTAR HOLDINGS, INC.


OMNIBUS SIGNATURE PAGE TO THE


SUBSCRIPTION AGREEMENT


AND REGISTRATION RIGHTS AGREEMENT


 


Subscriber hereby elects to subscribe
under the Subscription Agreement for a total of __________ Units at a price of $0.20 per share (NOTE: to be completed by subscriber)
and executes the Subscription Agreement and the Registration Rights Agreement.


 


Date (NOTE: To be completed by subscriber):  ____________________________________


 





 



  


If the Purchaser is an INDIVIDUAL, and
if purchased as JOINT TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY:


 


	 	 	 
	 	 	 
	  Print Name(s)	 	  Social Security Number(s)
	 	 	 
	 	 	 
	  Signature(s) of Subscriber(s)	 	  Signature
	 	 	 
	 	 	 
	  Date	 	  Address


 


If the Purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY
COMPANY OR TRUST:


 


	 	 	 
	 	 	 
	  Name of Partnership, Corporation, Limited Liability

   Company or Trust	 	  Federal Taxpayer Identification Number
	 	 	 
	By:	 	 	 
	 	
        Name:

        Title:
	 	  State of Organization
	 	 	 
	  Date	 	  Address
	 	 	 
	  DYNASTAR HOLDINGS, INC.
   a Nevada corporation	 	  GOTTBETTER CAPITAL MARKETS, LLC
	 	 	 
	  By:	 	 	  By:	 
	Authorized Officer	 	Authorized Officer


 



    	15



    	 



    

 


ANTI MONEY LAUNDERING REQUIREMENTS


 


The USA PATRIOT Act


 


The USA PATRIOT Act is designed to detect, deter, and punish terrorists
in the United States and abroad. The Act imposes new anti-money laundering requirements on brokerage firms and financial institutions.
Since April 24, 2002 all brokerage firms have been required to have new, comprehensive anti-money laundering programs.


 


To help you understand these efforts, we want to provide you with some
information about money laundering and our steps to implement the USA PATRIOT Act.


 


What is money laundering?


 


Money laundering is the process of disguising illegally obtained money
so that the funds appear to come from legitimate sources or activities. Money laundering occurs in connection with a wide variety
of crimes, including illegal arms sales, drug trafficking, robbery, fraud, racketeering, and terrorism.


 


How big is the problem and why is it important?


 


The use of the U.S. financial system by criminals to facilitate terrorism
or other crimes could well taint our financial markets. According to the U.S. State Department, one recent estimate puts the amount
of worldwide money laundering activity at $1 trillion a year.


 


What are we required to do to eliminate money laundering?


 


Under rules required by the USA PATRIOT Act, our anti-money laundering
program must designate a special compliance officer, set up employee training, conduct independent audits, and establish policies
and procedures to detect and report suspicious transaction and ensure compliance with such laws. As part of our required program,
we may ask you to provide various identification documents or other information. Until you provide the information or documents
we need, we may not be able to effect any transactions for you.


 



    	16



    	 



    

 


 


 


MEMBER: FINRA, SIPC


 


ANTI-MONEY LAUNDERING INFORMATION FORM


The following is required in accordance with the AML provision of
the USA PATRIOT ACT.


(Please fill out and return with requested documentation.)


 


	INVESTOR NAME:	 
	 	 
	LEGAL ADDRESS:	 
	 	 
	 	 
	 	 
	SSN# or TAX ID#	 
	OF INVESTOR:	 


 


FOR INVESTORS WHO ARE INDIVIDUALS:


 


	YEARLY INCOME:	 	AGE:	 


 


	NET WORTH (excluding value of primary residence):	 


 


	OCCUPATION:	 


 


	ADDRESS OF EMPLOYER:	 
	 	 
	 	 


 


	INVESTMENT OBJECTIVE(S):	 


 


IDENTIFICATION & DOCUMENTATION AND SOURCE OF FUNDS:


 


	1. 		Please submit a copy of a non-expired identification for the authorized signatory(ies)
on the investment documents, showing name, date of birth, address and signature. The address shown on the identification document
MUST match the Investor’s address shown on the Omnibus Signature Page. 



 


	Current Driver’s License	or	Valid Passport	or	Identity Card


(Circle one or more)


 


	2. 		If the Investor is a corporation, limited liability company, trust or other type of
entity, please submit the following requisite documents: (i) Articles of Incorporation, By-Laws, Certificate of Formation, Operating
Agreement, Trust or other similar documents for the type of entity; and (ii) Corporate Resolution or power of attorney or other
similar document granting authority to signatory(ies) and designating that they are permitted to make the proposed investment. 



 


	3. 		Please advise where the funds were derived from to make the proposed investment: 



 


	Investments	Savings	Proceeds of Sale	Other	 	 


(Circle one or more)


 


	Signature:	 	 


 


	Print Name:	 	 


 


	Title (if applicable):	 	 


 


	Date:	 	 


 


488 Madison Ave., 12th Fl., New York, NY 10022-5718


T  212.400.6990          F  212.400.6999 


 



    	17



    	 



    

 


DYNASTAR HOLDINGS, INC.


ACCREDITED INVESTOR CERTIFICATION


 


	 	 	 	 	
        For Individual Investors Only

        (all Individual Investors must INITIAL where appropriate):

	 	 	 	 	 
	Initial	 	_______	 	I have a net worth of at least $1 million either individually or through aggregating my individual holdings and those in which I have a joint, community property or other similar shared ownership interest with my spouse. (For purposes of calculating your net worth under this paragraph, (a) your primary residence shall not be included as an asset; (b) indebtedness secured by your primary residence, up to the estimated fair market value of your primary residence at the time of your purchase of the securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of your purchase of the securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of your primary residence, the amount of such excess shall be included as a liability); and (c) indebtedness that is secured by your primary residence in excess of the estimated fair market value of your primary residence at the time of your purchase of the securities shall be included as a liability.)
	Initial	 	_______ 	 	I have had an annual gross income for the past two years of at least $200,000 (or $300,000 jointly with my spouse) and expect my income (or joint income, as appropriate) to reach the same level in the current year.
	Initial	 	_______ 	 	I am a director or executive officer of Dynastar Ventures, Inc.
	 	 	 	 	 
	 	 	 	 	
        For Non-Individual Investors

        (all Non-Individual Investors must INITIAL where appropriate):

	 	 	 	 	 
	Initial	 	_______ 	 	The investor certifies that it is a partnership, corporation, limited liability company or business trust that is 100% owned by persons who meet at least one of the criteria for Individual Investors set forth above.
	Initial	 	_______ 	 	The investor certifies that it is a partnership, corporation, limited liability company or business trust that has total assets of at least $5 million and was not formed for the purpose of investing in the Company.
	Initial	 	_______ 	 	The investor certifies that it is an employee benefit plan whose investment decision is made by a plan fiduciary (as defined in ERISA §3(21)) that is a bank, savings and loan association, insurance company or registered investment adviser.
	Initial	 	_______ 	 	The investor certifies that it is an employee benefit plan whose total assets exceed $5,000,000 as of the date of the Subscription Agreement.
	Initial	 	_______ 	 	The undersigned certifies that it is a self-directed employee benefit plan whose investment decisions are made solely by persons who meet either of the criteria for Individual Investors.
	Initial	 	_______ 	 	The investor certifies that it is a U.S. bank, U.S. savings and loan association or other similar U.S. institution acting in its individual or fiduciary capacity.
	Initial	 	_______ 	 	The undersigned certifies that it is a broker-dealer registered pursuant to §15 of the Securities Exchange Act of 1934.
	Initial	 	_______ 	 	The investor certifies that it is an organization described in §501(c)(3) of the Internal Revenue Code with total assets exceeding $5,000,000 and not formed for the specific purpose of investing in the Company.
	Initial	 	_______ 	 	The investor certifies that it is a trust with total assets of at least $5,000,000, not formed for the specific purpose of investing in the Company, and whose purchase is directed by a person with such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment.
	Initial	 	_______ 	 	The investor certifies that it is a plan established and maintained by a state or its political subdivisions, or any agency or instrumentality thereof, for the benefit of its employees, and which has total assets in excess of $5,000,000.
	Initial	 	_______ 	 	The investor certifies that it is an insurance company as defined in §2(13) of the Securities Act, or a registered investment company.


 


{Dynastar - Form of PPO Subscription Agreement - [Exh. 10.1 to Super 8-K].1 /}





 



    	18



    	 



    

 


DYNASTAR HOLDINGS, INC.


Investor Profile


(Must be completed by Investor)


 


Section A - Personal Investor Information


 


	Investor Name(s):	 
	Individual executing Profile or Trustee:	 
	Social Security Numbers / Federal I.D. Number:	 
	Date of Birth:	 	 	 	Marital Status:	 	 
	Joint Party Date of Birth:	 	 	 	Investment Experience (Years):	 	 
	Annual Income:	 	 	 	Liquid Net Worth:	 	 
	Net Worth*:	 
	Tax Bracket:	 	 	15% or below	 	 	25% - 27.5%	 	 	Over 27.5%
	 	 
	Home Street Address:	 
	Home City, State & Zip Code:	 
	Home Phone:	 	Home Fax:	 	Home Email:	 
	Employer:	 
	Employer Street Address:	 
	Employer City, State & Zip Code:	 
	Bus. Phone:	 	Bus. Fax:	 	Bus. Email:	 
	Type of Business:	 
	(PLACEMENT AGENT) Account Executive / Outside Broker/Dealer:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


	* 		For purposes of calculating your net worth in this form, (a) your primary residence
shall not be included as an asset; (b) indebtedness secured by your primary residence, up to the estimated fair market value
of your primary residence at the time of your purchase of the securities, shall not be included as a liability (except that if
the amount of such indebtedness outstanding at the time of your purchase of the securities exceeds the amount outstanding 60 days
before such time, other than as a result of the acquisition of your primary residence, the amount of such excess shall be included
as a liability); and (c) indebtedness that is secured by your primary residence in excess of the estimated fair market value of
your primary residence at the time of your purchase of the securities shall be included as a liability. 



 


If you are a United States citizen, please list the number
and jurisdiction of issuance of any other government-issued document evidencing residence and bearing a photograph or similar safeguard
(such as a driver’s license or passport), and provide a photocopy of each of the documents you have listed.




	 
	 
	If you are NOT a United States citizen, for each jurisdiction of which you are a citizen or in which you work or reside, please list (i) your passport number and country of issuance or (ii) alien identification card number AND (iii) number and country of issuance of any other government-issued document evidencing nationality or residence and bearing a photograph or similar safeguard, and provide a photocopy of each of these documents you have listed.  These photocopies must be certified by a lawyer as to authenticity. 
	 
	Section B – Certificate Delivery Instructions


 


	 	 	Please deliver certificate to the Employer Address listed in Section A.
	 	 	Please deliver certificate to the Home Address listed in Section A.
	 	 	Please deliver certificate to the following address:	 




	Section C – Form of Payment – Check or Wire Transfer


 


	 	 	Check payable to CSC Trust Company of Delaware, as Escrow Agent for Dynastar Holdings, Inc.
	 	 	Wire funds from my outside account according to the “How to subscribe for Units” Page.
	 	 	The funds for this investment are rolled over, tax deferred from __________ within the allowed 60 day window.
	 
	Please check if you are a FINRA member or affiliate of a FINRA member firm: ____


 


	 	 	 
	  Investor Signature	 	  Date