DYNA / Dynastar Holdings, Inc. - Документы SEC, Годовой отчет, Доверенное заявление

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 333-144596 Dynastar Holdings, Inc. Exact name of registrant as specified in i

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Change in Shell Company Status, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - AMENDMENT NO. 2

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): January 17, 2012 DYNASTAR HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 333-144596 32-0309317 (State or other jurisdiction of incorporation) (Comm

[Signature page follows.]

CGBG, LLC c/o John Higgins 8281 E. County Hwy 30A, Seacrest Beach, FL 32413 Dear John, Dynastar Ventures, Inc. (hereinafter the “Company”) is pleased to offer CGBG, Inc. (hereinafter the “Contractor”) the following opportunity to provide the Company with certain services relating to the Company’s implementation of the ConnectionPlus platform (the “Platform”) being acquired from uBuy2Give, Inc. The

CONSULTING SERVICES AGREEMENT

CONSULTING SERVICES AGREEMENT This Consulting Services Agreement ("Agreement"), dated effective as of November 27, 2012, is made by and between Jed Trosper (“Consultant”), whose address is and, Dynastar Holdings, Inc.

CONSULTING SERVICES AGREEMENT

CONSULTING SERVICES AGREEMENT This Consulting Services Agreement ("Agreement"), dated effective as of November 27, 2012, is made by and between John Higgins (“Consultant”), whose address is 4 Eustis Lane, Ridgefield, CT 06877 and, Dynastar Holdings, Inc.

[Signature page follows.]

EX-2.1 2 v330415ex2-1.htm EXHIBIT 2.1 Strictly Private & Confidential Revised, July 23, 2012 Mr. Jed Trosper uBuy2Give, Inc. 90 Grove Street Ridgefield, CT 06877 Re: Binding Offer Dear Jed: On behalf of Dynastar Holdings, Inc. (hereinafter referred to as “Buyer” or “Dynastar”), this letter (the “Binding Offer”) sets forth certain terms and conditions with respect to Buyer’s interest in acquiring t

STOCK OPTIONS AGREEMENT DYNASTAR HOLDINGS, INC. Non-qualified Stock Options Agreement

STOCK OPTIONS AGREEMENT DYNASTAR HOLDINGS, INC. Non-qualified Stock Options Agreement This Stock Options Agreement (this "Agreement") is made and entered into as of November 27, 2012 by and between Dynastar Holdings, Inc., a Nevada corporation (the "Company") and Jed Trosper (the "Consultant "). WHEREAS, the Company is acquiring (the “Acquisition”) the ConnectionPlus® suite of assets (the “Assets”

Escrow Agreement

Escrow Agreement THIS ESCROW AGREEMENT (this “Agreement”) is made this 27th day of November 2012, by and among (i) Dynastar Holdings, Inc.

CONSULTING SERVICES AGREEMENT

CONSULTING SERVICES AGREEMENT This Consulting Services Agreement ("Agreement"), dated effective as of November 27, 2012, is made by and between Perry Volpone (“Consultant”), whose address is and, Dynastar Holdings, Inc.

DYNASTAR HOLDINGS, INC. Registration Rights Agreement

DYNASTAR HOLDINGS, INC. Registration Rights Agreement This Registration Rights Agreement (the "Agreement") is made and entered into as of November 27, 2012 (the "Effective Date") by and between Dynastar Holdings, Inc., a Nevada corporation (the "Buyer"), and uBuy2Give, Inc., a Nevada corporation ("Seller"). Recitals: A. Buyer, Seller and Dynastar Ventures, Inc. (“DVI”) have entered into that certa

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - FORM 8-K/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A AMENDMENT NO. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 27, 2012 DYNASTAR HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 333-144596 32-0309317 (State or other jurisdiction of incorporation) (Commi

uBUY2GIVE, INC. 10% CONVERTIBLE PROMISSORY NOTE

NEITHER THE ISSUANCE AND SALE OF THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.

AMENDED AND RESTATED ASSET ACQUISITION AGREEMENT DYNASTAR HOLDINGS, INC., A NEVADA CORPORATION, DYNASTAR VENTURES, INC., A DELAWARE CORPORATION uBUY2GIVE, INC., A NEVADA CORPORATION DATED: NOVEMBER 17, 2012 TABLE OF CONTENTS

AMENDED AND RESTATED ASSET ACQUISITION AGREEMENT AMONG DYNASTAR HOLDINGS, INC., A NEVADA CORPORATION, DYNASTAR VENTURES, INC., A DELAWARE CORPORATION AND uBUY2GIVE, INC., A NEVADA CORPORATION DATED: NOVEMBER 17, 2012 TABLE OF CONTENTS PAGE BACKGROUND 1 ARTICLE I - SALE AND PURCHASE OF ASSETS 2 Section 1.01 Purchased Assets 2 Section 1.02 Assumed Obligations 2 Section 1.03 Excluded Assets 3 Section

STOCK OPTIONS AGREEMENT DYNASTAR HOLDINGS, INC. Non-qualified Stock Options Agreement

STOCK OPTIONS AGREEMENT DYNASTAR HOLDINGS, INC. Non-qualified Stock Options Agreement This Stock Options Agreement (this "Agreement") is made and entered into as of November 27, 2012 by and between Dynastar Holdings, Inc., a Nevada corporation (the "Company") and Perry Volpone (the "Consultant "). WHEREAS, the Company is acquiring (the “Acquisition”) the ConnectionPlus® suite of assets (the “Asset

STOCK OPTIONS AGREEMENT DYNASTAR HOLDINGS, INC. Non-qualified Stock Options Agreement

STOCK OPTIONS AGREEMENT DYNASTAR HOLDINGS, INC. Non-qualified Stock Options Agreement This Stock Options Agreement (this "Agreement") is made and entered into as of November 27, 2012 by and between Dynastar Holdings, Inc., a Nevada corporation (the "Company") and John Higgins (the "Consultant "). WHEREAS, the Company is acquiring (the “Acquisition”) the ConnectionPlus® suite of assets (the “Assets

Unregistered Sales of Equity Securities, Completion of Acquisition or Disposition of Assets - FORM 8-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 27, 2012 DYNASTAR HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 333-144596 32-0309317 (State or other jurisdiction of incorporation) (Commission File Number)

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities - FORM 8-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): September 13, 2012 DYNASTAR HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 333-144596 32-0309317 (State or other jurisdiction of incorporation) (Commission File Number

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Completion of Acquisition or Disposition of Assets - FORM 8-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): August 3, 2012 DYNASTAR HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 333-144596 32-0309317 (State or other jurisdiction of incorporation) (Commission File Number) (I

Entry into a Material Definitive Agreement - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): July 23, 2012 DYNASTAR HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 333-144596 32-0309317 (State or other jurisdiction of incorporation) (Commission Fi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): May 31, 2012 DYNASTAR HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 333-144596 32-0309317 (State or other jurisdiction of incorporation) (Commission File Number) (I.R

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant - FORM 8-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): May 14, 2012 DYNASTAR HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 333-144596 26-0482524 (State or other jurisdiction of incorporation) (Commission File Number) (I.R

May 18, 2012

EX-16.1 2 v313935ex16-1.htm EXHIBIT 16.1 EXHIBIT 16.1 May 18, 2012 U.S. Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 Re: Dynastar Holdings, Inc. Commission file no: 333-144596 Gentlemen: Li & Company, PC is the former independent registered accountant of Dynastar Holdings, Inc. (the “Company”). We have read the Company’s Current Report on Form 8-K dated May 14, 20

- FORM NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 SEC FILE NUMBER [333-144596] NOTIFICATION OF LATE FILING CUSIP NUMBER [268119104] (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: March 31, 2012 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form N-SAR For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form.

Annual Report - AMENDMENT TO FORM 10-K

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) x ANNUAL REPORT PURSUANT TO UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Fiscal Year Ended: December 31, 2011 OR ¨ TRANSITION REPORT PURSUANT TO UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-14

Annual Report - ANNUAL REPORT

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Fiscal Year Ended: December 31, 2011 OR ¨ TRANSITION REPORT PURSUANT TO UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-140148 Dynastar Hold

SUBSIDIARIES OF REGISTRANT

EXHIBIT 21 SUBSIDIARIES OF REGISTRANT Registrant’s Subsidiaries Jurisdiction of Formation Dynastar Ventures, Inc. Delaware Dynastar Energy, LLC Delaware HM Energy Consultants, LLC Delaware

- FORM NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-144596 CUSIP Number: 268119 104 (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For period ended: December 31, 2011 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form N-SAR For the transition period ended: If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates: PART I—REGISTRANT INFORMATION Full name of registrant: DYNASTAR HOLDINGS, INC.

- FORM 8-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): March 18, 2012 DYNASTAR HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 333-144596 32-0309317 (State or other jurisdiction of incorporation) (Commission File Number) (I

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): January 31, 2012 DYNASTAR HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 333-144596 32-0309317 (State or other jurisdiction of incorporation) (Commission File Number)

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Change in Shell Company Status, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets -

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): January 17, 2012 DYNASTAR HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 333-144596 32-0309317 (State or other jurisdiction of (Commission File Num

EX-21.1

Exhibit 21.1 Registrant’s Subsidiaries Jurisdiction of Formation Dynastar Ventures, Inc. Delaware Dynastar Energy, LLC Delaware HM Energy Consultants, LLC Delaware

DYNASTAR HOLDINGS, INC. WARRANT TO PURCHASE COMMON STOCK

EX-4.2 2 v300350ex4-2.htm EXHIBIT 4.2 Warrant Certificate No. [For Reg D purchasers: “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

DYNASTAR HOLDINGS, INC. WARRANT TO PURCHASE COMMON STOCK

Warrant Certificate No. [For Reg D purchasers: “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 UNDE

DYNASTAR HOLDINGS, INC. 2011 EQUITY INCENTIVE PLAN

DYNASTAR HOLDINGS, INC. 2011 EQUITY INCENTIVE PLAN 1. PURPOSE. The Dynastar Holdings, Inc. 2011 Equity Incentive Plan has two complementary purposes: (a) to attract and retain outstanding individuals to serve as officers, employees, directors, consultants and advisors to the Company and its Affiliates, and (b) to increase stockholder value. The Plan will provide participants incentives to increase

LOCK-UP AGREEMENT

LOCK-UP AGREEMENT This LOCK-UP AGREEMENT (this “Agreement”) is made as of , 2012, by and between the undersigned person or entity (the “Restricted Holder”) and Dynastar Holdings, Inc.

SUBSCRIPTION ESCROW AGREEMENT

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”).

CANCELLATION AGREEMENT

CANCELLATION AGREEMENT CANCELLATION AGREEMENT, dated January 17, 2012 (this “Agreement”), by and between, Dynastar Holdings, Inc.

CONSULTING SERVICES AGREEMENT

EX-10.7 13 v300086ex10-7.htm EXHIBIT 10.7 CONSULTING SERVICES AGREEMENT This Consulting Services Agreement ("Agreement"), dated effective as of January 17, 2012, is made by and between Navesink Capital Advisors, LLC, a Delaware limited liability company (“NCA”), whose address is 1200 Federal Highway, Suite 200, Boca Raton, FL 33432 and, Dynastar Holdings, Inc., a Nevada corporation (the “Company”)

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION DYNASTAR HOLDINGS, INC. (a Nevada corporation), DYNASTAR ACQUISITION CORP. (a Delaware corporation) DYNASTAR VENTURES, INC. (a Delaware corporation) January 17, 2012 TABLE OF CONTENTS

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION AMONG DYNASTAR HOLDINGS, INC. (a Nevada corporation), DYNASTAR ACQUISITION CORP. (a Delaware corporation) AND DYNASTAR VENTURES, INC. (a Delaware corporation) January 17, 2012 TABLE OF CONTENTS ARTICLE I THE MERGER 1 1.1 The Merger 1 1.2 Private Placement Offering 2 1.3 Registration Statement 2 1.4 Bridge Loan Conversion. 2 1.4 Bridge Loan Conversion

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Change in Shell Company Status, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - CURRENT REPORT

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): January 17, 2012 DYNASTAR HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 333-144596 32-0309317 (State or other jurisdiction of (Commission File Number) (I.R.S. Employe

EMPLOYMENT SERVICES AGREEMENT

EMPLOYMENT SERVICES AGREEMENT This Employment Services Agreement (the “Agreement”) is entered into as of the 17th day of January, 2012, by and between DYNASTAR HOLDINGS, INC.

STOCK OPTION AGREEMENT DYNASTAR HOLDINGS, INC.

STOCK OPTION AGREEMENT DYNASTAR HOLDINGS, INC. THIS AGREEMENT is entered into as of the day of , 201 (the “Date of Grant”) BETWEEN: DYNASTAR HOLDINGS, INC., a company incorporated pursuant to the laws of the State of Nevada, (the “Company”) AND: , of [address] (the “Optionee”). WHEREAS: A. The Board of Directors of the Company (the “Board”) has approved and adopted the Dynastar Holdings, Inc., 201

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of , 2012 (the “Effective Date”) between Dynastar Holdings, Inc.

EMPLOYMENT SERVICES AGREEMENT

EMPLOYMENT SERVICES AGREEMENT This Employment Services Agreement (the “Agreement”) is entered into as of the 17th day of January, 2012, by and between DYNASTAR HOLDINGS, INC.

DYNASTAR HOLDINGS, INC. CODE OF ETHICS CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER, CHIEF ACCOUNTING OFFICER OR CONTROLLER AND PERSONS PERFORMING SIMILAR FUNCTIONS

EX-14.1 20 v300086ex14-1.htm EXHIBIT 14.1 DYNASTAR HOLDINGS, INC. CODE OF ETHICS FOR CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER, CHIEF ACCOUNTING OFFICER OR CONTROLLER AND PERSONS PERFORMING SIMILAR FUNCTIONS General Philosophy The honesty, integrity and sound judgment of the Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer or Controller and persons performing simil

PLACEMENT AGENCY AGREEMENT

PLACEMENT AGENCY AGREEMENT October 27, 2011 Gottbetter Capital Markets, LLC PRIVILEGED & CONFIDENTIAL Mr.

SUBSCRIPTION AGREEMENT

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, su

INDEMNIFICATION ESCROW AGREEMENT

INDEMNIFICATION ESCROW AGREEMENT This Escrow Agreement (this “Agreement”) is entered into as of January 17, 2012 by and between Dynastar Holdings, Inc.

DYNASTAR HOLDINGS, INC. BROKER’S WARRANTS TO PURCHASE COMMON STOCK

Warrant Certificate No. NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION ST

EX-2.2

DYNASTAR HOLDINGS, INC. WARRANTS TO PURCHASE COMMON STOCK

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

CONSULTING AGREEMENT

CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the “Agreement”) is made as of this 20th day of December, 2011, between Dynastar Ventures, Inc.