SUBSCRIPTION
ESCROW AGREEMENT


 


Subscription
Escrow Agreement (the “Escrow Agreement”) dated as of the effective date (the “Effective Date”) set forth
on Schedule 1 attached hereto (“Schedule 1”) by and among the corporation identified on Schedule 1 (the “Issuer”),
the limited liability company identified on Schedule 1 (the “Depositor”) and CSC Trust Company of Delaware, as escrow
agent hereunder (the “Escrow Agent”).


 


WHEREAS,
the Issuer intends to offer and sell to investors in a private placement offering (the “Offering”) a maximum of 10,000,000
(the “Maximum Amount”) units of its securities (the “Units”), at a purchase price of $0.20 per Unit (the
“Purchase Price”); each Unit consists of (i) one share of the Issuer’s common stock, par value $0.001 per share
(“Common Stock”), and (ii) a warrant representing the right to purchase one-half share of Common Stock, exercisable
for a period of five years at an exercise price of $0.80 per whole share; and in the event the Offering is oversubscribed, the
Issuer may, in its discretion, sell up to 2,500,000 additional Units (the “Over-Allotment”) at the same purchase price
per Unit;


WHEREAS,
the Offering is being made on a best efforts basis until the Maximum Amount is reached, to “accredited investors”
in accordance with Rule 506 of Regulation D under the Securities Act, as amended (the “Securities Act”), and/or to
“non-U.S. Persons” in accordance with Rule 903 of Regulation S under the Securities Act;


WHEREAS,
Units will be offered through February 29, 2012 (the “Initial Offering Period”), which period may be
extended at the discretion of the Issuer and the Depositor (this additional period and the Initial Offering Period shall be referred
to as the “Offering Period”);


WHEREAS,
the initial closing of the Offering (the “Initial Closing”) is conditioned on the receipt of acceptable subscriptions
by the Issuer and the satisfaction of other closing conditions (collectively, the “Initial Closing Conditions”);


WHEREAS,
after the Initial Closing, the Issuer and the Depositor may mutually agree to continue the Offering until the Maximum Amount has
been reached or the end of the Offering Period, whichever is earlier, and subsequent closings (each, a “Subsequent Closing”)
may take place on an intermittent basis, as deemed practical by the Issuer and the Depositor, conditioned on the receipt of acceptable
subscriptions (this requirement for the receipt of acceptable subscriptions, together with certain other conditions to closing,
are collectively referred to as the “Subsequent Closing Conditions”);


WHEREAS,
the subscribers in the Offering (the “Subscribers”), in connection with their intent to purchase Units in the Offering,
shall execute and deliver Subscription Agreements and certain related documents memorializing the Subscribers’ agreements
to purchase and the Issuer’s agreement to sell the number of Units set forth therein at the Purchase Price;


WHEREAS,
the parties hereto desire to provide for the safekeeping of the Escrow Deposit (as defined below) until such time as the Escrow
Deposit is released by the Escrow Agent in accordance with the terms and conditions of this Agreement; and



    	 



    	 



    




WHEREAS,
the Escrow Agent has agreed to accept, hold, and disburse the Escrow Deposit deposited with it and the earnings thereon in accordance
with the terms of this Escrow Agreement.


NOW
THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth, the parties hereto
agree as follows:


1.   Appointment.  The
Issuer and Depositor hereby appoint the Escrow Agent as their escrow agent for the purposes set forth herein, and the Escrow Agent
hereby accepts such appointment under the terms and conditions set forth herein.


2.   Escrow
Fund.  On or before the Initial Closing, or on or before any Subsequent Closing with respect to Units sold after
the Initial Closing, each Subscriber shall have delivered to the Escrow Agent the full Purchase Price for the number of Units
subscribed for by such Subscriber by check sent to the Escrow Agent at its address set forth on Schedule 1 or by wire transfer
of immediately available funds pursuant to the wire transfer instructions set forth on Schedule 2 hereto, to the account of the
Escrow Agent referenced on Schedule 2 hereto. All funds received from the Subscribers in connection with the sale of Units in
the Offering shall be deposited with the Escrow Agent (the “Escrow Deposit”). The Escrow Agent shall hold the Escrow
Deposit and, subject to the terms and conditions hereof, shall invest and reinvest the Escrow Deposit and the proceeds thereof
(the “Escrow Fund”) as directed in Section 3.


3.   Investment
of Escrow Fund.  During the term of this Escrow Agreement, the Escrow Fund shall be invested and reinvested by the
Escrow Agent in the investment indicated on Schedule 1 or such other investments as shall be directed in writing by the Issuer
and the Depositor and as shall be acceptable to the Escrow Agent. All investment orders involving U.S. Treasury obligations, commercial
paper and other direct investments may be executed through broker-dealers selected by the Escrow Agent. Periodic statements will
be provided to the Issuer and the Depositor reflecting transactions executed on behalf of the Escrow Fund. The Issuer and the
Depositor, upon written request, will receive a statement of transaction details upon completion of any securities transaction
in the Escrow Fund without any additional cost. The Escrow Agent shall have the right to liquidate any investments held in order
to provide funds necessary to make required payments under this Escrow Agreement. The Escrow Agent shall have no liability for
any loss sustained as a result of any investment in an investment indicated on Schedule 1 or any investment made pursuant to the
instructions of the parties hereto or as a result of any liquidation of any investment prior to its maturity or for the failure
of the parties to give the Escrow Agent instructions to invest or reinvest the Escrow Fund. The Escrow Agent may earn compensation
in the form of short-term interest (“float”) on items like uncashed distribution checks (from the date issued until
the date cashed), funds that the Escrow Agent is directed not to invest, deposits awaiting investment direction or received too
late to be invested overnight in previously directed investments.


4.   Disposition
and Termination.  The Depositor and the Issuer agree to notify the Escrow Agent in writing of any subscription revocations
and the Initial Closing date of the Offering. Additionally, subsequent to an Initial Closing, Depositor and the Issuer agree to
notify the Escrow Agent in writing of Subsequent Closing dates, if any, and of the termination of the Offering. Upon receipt of
such written notification(s), the following procedures will take place:



    	 



    	 



    




	 	(i)	Release of Escrow Fund upon Initial Closing. 
    Prior to the Initial Closing, the Issuer and the Depositor shall deliver to the Escrow Agent joint written instructions executed
    by a duly authorized executive officer of each of the Issuer and the Depositor (“Instructions”), which Instructions
    shall provide the day designated as the Initial Closing date, and acknowledge and agree that as of the Initial Closing date
    the Initial Closing Conditions have been or will be fully satisfied and shall specify the time and payment instructions, including
    the address and tax identification number of each payee, of the Escrow Fund, including with respect to placement fees that
    may be disbursed to the Depositor or to any other placement agent or selected dealer with respect to the Offering.  The
    Escrow Agent shall, at the time and in accordance with the payment instructions specified in the Instructions, deliver the
    Escrow Fund (without interest).
	 	 	 
	 	(ii)	Release of Escrow Fund upon a Subsequent Closing. 
    Prior to a Subsequent Closing, the Issuer and the Depositor shall deliver to the Escrow Agent Instructions, which Instructions
    shall provide the day designated as the Subsequent Closing date, and acknowledge and agree that as of the Subsequent Closing
    date the Subsequent Closing Conditions have been or will be fully satisfied and shall specify the time and payment instructions,
    including the address and tax identification number of each payee, of the Escrow Fund, including with respect to placement
    fees that may be disbursed to the Depositor or to any other placement agent or selected dealer.  The Escrow Agent shall,
    at the time and in accordance with the payment instructions specified in the Instructions, deliver the then Escrow Fund (without
    interest).

    

	 	(iii)	Return of Escrow Fund on Termination of Offering. 
    In the event that the Escrow Agent shall have received written notice executed by a duly authorized executive officer of each
    of the Issuer and the Depositor indicating that the Offering has been terminated prior to the Initial Closing and designating
    a termination date, the Escrow Agent shall return to each Subscriber, the Purchase Price (without interest and deduction)
    delivered by such Subscriber to the Escrow Agent.  The Issuer and the Depositor shall provide the Escrow Agent with time
    and payment instructions, including the address and tax identification number of each payee, for each Subscriber whose Purchase
    Price the Escrow Agent is to deliver pursuant to this Section (but in no case shall the Escrow Agent deliver such Purchase
    Price more than thirty (30) days following receipt by the Escrow Agent of such delivery instructions). 
	 	 	 
	 	(iv)	Return of Escrow Fund on Rejection of Subscription. 
    In the event the Issuer determines it is necessary or appropriate to reject the subscription of any Subscriber for whom the
    Escrow Agent has received an Escrow Deposit, the Issuer shall deliver written notice of such event to the Escrow Agent and
    the Depositor which notice shall include the reason for such rejection and the time and payment instructions, including the
    address and tax identification number of each payee, for the return to such Subscriber of the Purchase Price delivered by
    such Subscriber.  The Escrow Agent shall deliver such funds (without interest and deduction) pursuant to such written
    notice.






    	 



    	 



    




	 	(v)	Return of Escrow Fund on Revocation of Subscription. 
    In the event that the Escrow Agent shall have received written notice executed by a duly authorized executive officer of each
    of the Issuer and the Depositor indicating that any subscription has been revoked prior to the Initial Closing, pursuant to
    the subscription agreement between the Issuer and the relevant Subscriber, the Escrow Agent shall return to such revoking
    Subscriber, the Purchase Price (without interest and deduction) delivered by such Subscriber to the Escrow Agent.  The
    Issuer and the Depositor shall provide the Escrow Agent with time and payment instructions, including the address and tax
    identification number of each payee, for each Subscriber whose Purchase Price the Escrow Agent is to deliver pursuant to this
    Section (but in no case shall the Escrow Agent deliver such Purchase Price more than thirty (30) days following receipt by
    the Escrow Agent of such delivery instructions).
	 	 	 
	 	(vi)	Delivery Pursuant to Court Order.  Notwithstanding
    any provision contained herein, upon receipt by the Escrow Agent of a final and non-appealable judgment, order, decree or
    award of a court of competent jurisdiction (a “Court Order”), the Escrow Agent shall deliver the Escrow Fund in
    accordance with the Court Order.  Any Court Order shall be accompanied by an opinion of counsel for the party presenting
    the Court Order to the Escrow Agent (which opinion shall be satisfactory to the Escrow Agent) to the effect that the court
    issuing the Court Order has competent jurisdiction and that the Court Order is final and non-appealable.


 


Upon
delivery of the Escrow Fund by the Escrow Agent (i) to the Issuer following the Initial Closing, if there are to be no Subsequent
Closings, (ii) following a final Subsequent Closing, or (iii) to the Subscribers upon termination of the Offering prior to the
Initial Closing, as the case may be, and in each case notice of termination of the Offering having been delivered by the Issuer
and the Depositor to the Escrow Agent, this Escrow Agreement shall terminate, subject to the provisions of Section 8.



    	 



    	 



    




5.  Escrow
Agent.  The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties
shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement
other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting
upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed
or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity,
accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the
Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that
a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary
cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder
directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and
may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not
be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel,
accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder
or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions
of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely
all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order
or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event
shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not
limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of
the form of action.


6.   Succession.  The
Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving 10 business days advance notice in
writing of such resignation to the other parties hereto specifying a date when such resignation shall take effect. The Escrow
Agent shall have the right to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses
the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the Escrow
Agreement. Any corporation or association into which the Escrow Agent may be merged or converted or with which it may be consolidated
shall be the Escrow Agent under this Escrow Agreement without further act.


7.    Fees.  The
Issuer and the Depositor agree jointly and severally to (i) pay the Escrow Agent upon the Initial Closing and from time to time
thereafter reasonable compensation for the services to be rendered hereunder, which unless otherwise agreed in writing shall be
as described in Schedule 4 attached hereto, and (ii) pay or reimburse the Escrow Agent upon request for all expenses, disbursements
and advances, including reasonable attorney’s fees and expenses, incurred or made by it in connection with the preparation,
execution, performance, delivery, modification and termination of this Escrow Agreement. The Escrow Agent is authorized to deduct
such fees from the Escrow Fund at the time of the Initial Closing without prior authorization from the Issuer or the Depositor.
In the event that the Offering is terminated prior to an Initial Offering, the Issuer and the Depositor agree to pay the Escrow
Agent the Review Fee and the Acceptance Fee as described in Schedule 4 hereto.


8.   Indemnity.  The
Issuer and the Depositor shall jointly and severally indemnify, defend and save harmless the Escrow Agent and its directors, officers,
agents and employees (the “indemnitees”) from all loss, liability or expense (including the reasonable fees and expenses
of in house or outside counsel) arising out of or in connection with (i) the Escrow Agent’s execution and performance of
this Escrow Agreement, except in the case of any indemnitee to the extent that such loss, liability or expense is due to the gross
negligence or willful misconduct of such indemnitee, or (ii) its following any instructions or other directions from the Issuer
or the Depositor, except to the extent that its following any such instruction or direction is expressly forbidden by the terms
hereof. The parties hereto acknowledge that the foregoing indemnities shall survive the resignation or removal of the Escrow Agent
or the termination of this Escrow Agreement.



    	 



    	 



    




9.   TINs.  The
Issuer and the Depositor each represent that its correct TIN assigned by the Internal Revenue Service or any other taxing authority
is set forth in Schedule 1. All interest or other income earned under the Escrow Agreement, if any, shall be allocated and/or
paid as directed in a joint written direction of the Issuer and the Depositor and reported by the recipient to the Internal Revenue
Service or any other taxing authority. Notwithstanding such written directions, the Escrow Agent shall report and, if required,
withhold any taxes as it determines may be required by any law or regulation in effect at the time of the distribution. In the
absence of timely direction, all proceeds of the Escrow Fund shall be retained in the Escrow Fund and reinvested from time to
time by the Escrow Agent as provided in Section 3. In the event that any earnings remain undistributed at the end of any calendar
year, the Escrow Agent shall report to the Internal Revenue Service or such other authority such earnings as it deems appropriate
or as required by any applicable law or regulation or, to the extent consistent therewith, as directed in writing by the Issuer
and the Depositor. In addition, the Escrow Agent shall withhold any taxes it deems appropriate and shall remit such taxes to the
appropriate authorities.


10.   Notices.  All
communications hereunder shall be in writing and shall be deemed to be duly given and received:


	 	(i)	upon delivery if delivered personally or upon confirmed
    transmittal if by facsimile;
	 	 	 
	 	(ii)	on the next Business Day (as hereinafter
    defined) if sent by overnight courier; or
	 	 	 
	 	(iii)	four (4) Business Days after mailing if mailed by prepaid registered
    mail, return receipt requested, to the appropriate notice address set forth on Schedule 1 or at such other address as any
    party hereto may have furnished to the other parties in writing by registered mail, return receipt requested.





Notwithstanding
the above, in the case of communications delivered to the Escrow Agent pursuant to (ii) and (iii) of this Section 10, such communications
shall be deemed to have been given on the date received by the Escrow Agent. In the event that the Escrow Agent, in its sole discretion,
shall determine that an emergency exists, the Escrow Agent may use such other means of communication as the Escrow Agent deems
appropriate. “Business Day” shall mean any day other than a Saturday, Sunday or
any other day on which the Escrow Agent located at the notice address set forth on Schedule 1 is authorized or required by law
or executive order to remain closed.



    	 



    	 



    




11.   Security
Procedures.  In the event funds transfer instructions are given (other than in writing at the time of execution
of this Escrow Agreement), whether in writing, by telecopier or otherwise, the Escrow Agent is authorized to seek confirmation
of such instructions by telephone call-back to the person or persons designated on Schedule 3 hereto, and the Escrow Agent may
rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for
call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. The Escrow Agent and the beneficiary’s
bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Issuer or the
Depositor to identify (i) the beneficiary, (ii) the beneficiary’s bank, or (iii) an intermediary bank. The Escrow Agent
may apply any of the escrowed funds for any payment order it executes using any such identifying number, even where its use may
result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s
bank or an intermediary bank designated. The parties to this Escrow Agreement acknowledge that these security procedures are commercially
reasonable.


12.   Miscellaneous.  The
provisions of this Escrow Agreement may be waived, altered, amended or supplemented, in whole or in part, only by a writing signed
by all of the parties hereto. Neither this Escrow Agreement nor any right or interest hereunder may be assigned in whole or in
part by any party, except as provided in Section 6, without the prior consent of the other parties, which consent shall not be
unreasonably withheld. This Escrow Agreement shall be governed by and construed under the laws of the State of Delaware. Each
party hereto irrevocably waives any objection on the grounds of venue, forum non-conveniens or any similar grounds and irrevocably
consents to service of process by mail or in any other manner permitted by applicable law and consents to the jurisdiction of
the courts located in the State of Delaware. The parties further hereby waive any right to a trial by jury with respect to any
lawsuit or judicial proceeding arising or relating to this Escrow Agreement. No party to this Escrow Agreement is liable to any
other party for losses due to, or if it is unable to perform its obligations under the terms of this Escrow Agreement because
of, acts of God, fire, floods, strikes, equipment or transmission failure, or other causes reasonably beyond its control. This
Escrow Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.


[Remainder
of Page Intentionally Left Blank] 



    	 



    	 



    

 


IN
WITNESS WHEREOF, the parties hereto have executed this Escrow Agreement as of the date set forth in Schedule 1. 


 


	 	CSC Trust Company of Delaware
	 	as Escrow Agent
	 	 	 
	 	By:	 /s/ Alan R. Halpern
	 	Name:  Alan R. Halpern
	 	Title:  Vice President


 


	 	ISSUER
	 	 
	 	Dynastar Holdings, Inc.
	 	 
	 	By:	 /s/ Kenneth
    Spiegland
	 	Name:  Kenneth Spiegland
	 	Title:  Chief Executive Officer


  


	 	DEPOSITOR
	 	 
	 	Gottbetter Capital Markets, LLC
	 	 	 
	 	By:	 /s/ Julio Marquez
	 	Name:  Julio Marquez
	 	Title:  President


 



    	 



    	 



    

 


Schedule
1


 


	Effective Date:	December 15,
    2011


 


	Name of Issuer:	Dynastar Holdings, Inc.
	Issuer Notice Address: 	c/o Gottbetter & Partners, LLP
	 	488 Madison Avenue, 12th Floor
	 	New York, NY  10022
	 	 
	Issuer TIN:	26-0482524
	 	 
	With a copy to:	Gottbetter & Partners, LLP
	 	488 Madison Avenue, 12th Floor
	 	New York, NY  10022
	 	Attn:  Adam S. Gottbetter
	 	 
	Name of Depositor:	Gottbetter Capital Markets, LLC
	Depositor Notice Address:	488 Madison Avenue, 12th floor
	 	New York, NY  10022
	 	 
	Depositor TIN:	26-1365612


  


Escrow
Deposit:$2,000,000 maximum deposit, in whole or in parts, plus any over-allotment


 


Investment:





	 	 ̈	Goldman Sachs Financial Square Funds Prime Obligations Fund Service Shares (the “Share Class”), an institutional money market mutual fund for which the Escrow Agent serves as shareholder servicing agent and/or custodian or subcustodian.  The parties hereto: (i) acknowledge Escrow Agent’s disclosure of the services CSC is providing to and the fees it receives from Goldman Sachs; (ii) consent to the Escrow Agent’s receipt of these fees in return for providing shareholder services for the Share Class; and (iii) acknowledge that the Escrow Agent has provided on or before the date hereof a Goldman Sachs Financial Square Funds Prime Obligations Fund Service Shares prospectus which discloses, among other things, the various expenses of the Share Class and the fees to be received by the Escrow Agent.
	 	 	 
	 	 ̈	Such other investments
    as Issuer, Depositor and Escrow Agent may from time to time mutually agree upon in a writing executed and delivered by the
    Issuer and the Depositor and accepted by the Escrow Agent.
	 	 	 
	 	x	The funds shall not
    be invested.




  


Escrow
Agent notice address:


CSC
Trust Company of Delaware


2711
Centerville Road


One
Little Falls Centre


Wilmington,
DE 19808


Attention:
Alan R. Halpern


Fax
No.:  302-636-8666


 


Escrow
Agent’s compensation: See Appended Schedule 4.


 



    	 



    	 



    

 


Schedule
2


 


Wire
Instructions





 


PNC Bank


300 Delaware Avenue


Wilmington DE 19899


ABA# 031100089


Account Name:  CSC
Trust Company of Delaware


Account Number:  5605012373


FFC:  Dynastar
Holdings, Inc.; [Insert Subscriber’s Name]





 



    	 



    	 



    

 


Schedule
3 


 


Telephone
Number(s) for Call-Backs and


Person(s)
Designated to Confirm Funds Transfer Instructions


 


If
to Issuer:


 


	 	 	Name	Telephone Number(s) 	
	 	 	 	 	 
	 	1.	Kenneth Spiegeland	212-400-6900 	
	 	 	 	 	 
	 	2.	Adam S. Gottbetter	212-400-6900 	


  


If
to Depositor:


 


	 	 	Name	Telephone Number 	
	 	 	 	 	 
	 	1.	Julio A. Marquez	212-400-6990 	
	 	 	 	 	 
	 	2.	Barbara J. Glenns	212-689-6153 	


  


Telephone call-backs
shall be made to each Issuer and Depositor if joint instructions are required pursuant to this Escrow Agreement.


  



    	 



    	 



    

 


Schedule
4


 


REVIEW FEE:


For initial examination
of the Escrow Agreement and all supporting documents. This is a one-time fee payable upon execution of the agreement.


$500.00


 


ACCEPTANCE FEE:


For initial services
associated with establishing the Escrow Account. This is a one-time fee payable upon execution of the agreement.


$500.00


 


ANNUAL ADMINISTRATION
FEE:


An annual charge
or any portion of a 12-month period thereof. This fee is payable 45 days after the opening of the Escrow Account or prior to the
final disbursement of the Escrow Fund, whichever event occurs first, and in advance of the annual anniversary date thereafter.
This charge is not prorated for the first year. There is an additional annual charge of $250.00/subaccount opened.


 


$1,500.00


.


TRANSACTION
FEES:


Wire transfer of
fund: $25.00/wire initiated


Checks Cut: $7.50/check
cut


Securities Purchase
(Buy and Sell): $50.00/transaction


Returned Check:
$30.00/returned item


 


Out-of-pocket expenses,
fees and disbursements and services of an unanticipated or unexpected nature are not included in the above schedule.