REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 23rd, 2012 • Dynastar Holdings, Inc. • Services-business services, nec • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of __________, 2012 (the “Effective Date”) between Dynastar Holdings, Inc. (formerly Medical Design Studios, Inc.), a Nevada corporation (the “Company”), and the persons who have executed the signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”).
EMPLOYMENT SERVICES AGREEMENTEmployment Services Agreement • January 23rd, 2012 • Dynastar Holdings, Inc. • Services-business services, nec • New York
This Employment Services Agreement (the “Agreement”) is entered into as of the 17th day of January, 2012, by and between DYNASTAR HOLDINGS, INC., a Nevada corporation, with a business address of 1311 Herr Lane, Suite 205, Louisville, KY 40222 (the “Company”), and John S. Henderson IV, an individual residing at 2914 Longcreek Way, Louisville, KY 40245 (“Executive”).
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, 2012Agreement and Plan of Merger and Reorganization • January 23rd, 2012 • Dynastar Holdings, Inc. • Services-business services, nec • New York
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 17, 2012, by and among Dynastar Holdings, Inc. (formerly known as Medical Design Studios, Inc.), a Nevada corporation (the “Parent”), Dynastar Acquisition Corp., a Delaware corporation (the “Acquisition Subsidiary”) and Dynastar Ventures, Inc., a Delaware corporation (the “Company”). The Parent, the Acquisition Subsidiary and the Company are each a “Party” and referred to collectively herein as the “Parties.”
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • January 23rd, 2012 • Dynastar Holdings, Inc. • Services-business services, nec • New York
This Placement Agency Agreement (“Agreement”) sets forth the terms upon which Gottbetter Capital Markets, LLC, a registered broker-dealer and member of the Financial Industry Regulatory Authority (“FINRA”), (the “Placement Agent”), shall be engaged by Dynastar Holdings, Inc., a Nevada Corporation (hereinafter referred to as “Dynastar” or the “Company”), to act as a non-exclusive Placement Agent in connection with the private placement of units (“Units”) of securities (the “Offering”). Dynastar will acquire by reverse triangular merger the business of Dynastar Ventures, Inc. (“DVI”), a Delaware corporation, and continue DVI’s existing operations as the Company (the “Merger”).
SUBSCRIPTION ESCROW AGREEMENTSubscription Escrow Agreement • January 23rd, 2012 • Dynastar Holdings, Inc. • Services-business services, nec • Delaware
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”).
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • January 23rd, 2012 • Dynastar Holdings, Inc. • Services-business services, nec • New York
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”), having its principal place of business at 1311 Herr Lane, Suite 205, Louisville, KY 40222.
SUBSCRIPTION AGREEMENTSubscription Agreement • January 23rd, 2012 • Dynastar Holdings, Inc. • Services-business services, nec • New York
CONSULTING AGREEMENTConsulting Agreement • January 23rd, 2012 • Dynastar Holdings, Inc. • Services-business services, nec • New York
THIS CONSULTING AGREEMENT (the “Agreement”) is made as of this 20th day of December, 2011, between Dynastar Ventures, Inc. having its principal place of business at 1311 Herr Lane, Suite 205, Louisville, KY 40222 (hereinafter referred to as the “Company”), and Undiscovered Equities, Inc. having its principal place of business at 101 Plaza Real South, Suite 212, Boca Raton, FL 33432 (hereinafter referred to as the “Consultant”).
CANCELLATION AGREEMENTCancellation Agreement • January 23rd, 2012 • Dynastar Holdings, Inc. • Services-business services, nec • Nevada
CANCELLATION AGREEMENT, dated January 17, 2012 (this “Agreement”), by and between, Dynastar Holdings, Inc., a Nevada corporation (the “Company”), and Dynastar Ventures, Inc., a Delaware corporation (the “Cancelling Party”).
STOCK OPTION AGREEMENT DYNASTAR HOLDINGS, INC.Stock Option Agreement • January 23rd, 2012 • Dynastar Holdings, Inc. • Services-business services, nec
INDEMNIFICATION ESCROW AGREEMENTIndemnification Escrow Agreement • January 23rd, 2012 • Dynastar Holdings, Inc. • Services-business services, nec • New York
This Escrow Agreement (this “Agreement”) is entered into as of January 17, 2012 by and between Dynastar Holdings, Inc., formerly known as Medical Design Studios, Inc., a Nevada corporation (the “Parent”), John S. Henderson IV (the “Indemnification Representative”) and Gottbetter & Partners, LLP (the “Escrow Agent”).
LOCK-UP AGREEMENTLock-Up Agreement • January 23rd, 2012 • Dynastar Holdings, Inc. • Services-business services, nec • New York
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., a Nevada corporation formerly known as Medical Design Studios, Inc. (the “Company”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as defined herein).
