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, 2012Merger Agreement • 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”).
STOCK OPTIONS AGREEMENT DYNASTAR HOLDINGS, INC. Non-qualified Stock Options AgreementStock Options Agreement • December 17th, 2012 • Dynastar Holdings, Inc. • Services-business services, nec • New York
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 ").
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.
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • December 17th, 2012 • Dynastar Holdings, Inc. • Services-business services, nec • New York
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., a Nevada corporation (the “Company”), having its principal place of business at 1311 Herr Lane, Suite 205, Louisville, KY 40222. The Company and Consultant may be referred to below individually as a “Party,” and together, the “Parties”).
AGREEMENT OF TRANSFERAgreement of Transfer • July 7th, 2010 • Medical Design Studios, Inc. • Services-business services, nec • New York
AGREEMENT OF TRANSFER, dated as of July 5, 2010 (the “Agreement”), by and between Medical Design Studios, Inc., a Nevada corporation (“Medical Design”), and a newly-formed Delaware corporation controlled by Justin N. Craig (“Craig”).
NAME OF BUYERStock Purchase Agreement • March 17th, 2008 • Medical Design Studios, Inc. • Services-business services, nec
This will confirm our agreement and understanding relating to the purchase by ________________ (the “Buyer”), of ________ shares of Common Stock, par value $.001 per share (the "Shares"), of Medical Design Studios, Inc., a Nevada corporation (the “Company”), for a purchase price of $_______ per share, which is being paid to you, as Agent for _______________ (the “Seller”), immediately following the execution and delivery of this agreement. The purchase and sale of the Shares will be effected upon and subject to the following terms and conditions:
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, 2012Asset Acquisition Agreement • December 17th, 2012 • Dynastar Holdings, Inc. • Services-business services, nec • New York
This Amended and Restated Asset Acquisition Agreement (the "Agreement") is made as of the 17th day of November, 2012, by and AMONG, DYNASTAR HOLDINGS, INC., a Nevada corporation having a business address at 1311 Herr Lane, Suite 205, Louisville, Kentucky 40222 (hereafter, "DYNA"), DYNASTAR VENTURES, INC., a Delaware corporation having a business address at 1311 Herr Lane, Suite 205, Louisville, Kentucky 40222 (hereafter, "DVI" and together with DYNA, the “Buyers”) and uBUY2GIVE, INC., a Nevada corporation, having a business address at 90 Grove Street, Suite 201, Ridgefield, Connecticut 06877 (hereafter "Seller").
CGBG, LLC c/o John Higgins Seacrest Beach, FL 32413Services Agreement • December 17th, 2012 • Dynastar Holdings, Inc. • Services-business services, nec • New York
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 terms of this agreement (the “Agreement”), are set forth below.
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
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • December 17th, 2012 • Dynastar Holdings, Inc. • Services-business services, nec • New York
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., a Nevada corporation (the “Company”), having its principal place of business at 1311 Herr Lane, Suite 205, Louisville, KY 40222. The Company and Consultant may be referred to below individually as a “Party,” and together, the “Parties”).
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”).
AGREEMENTLegal Services Agreement • July 16th, 2007 • Medical Design Studios, Inc.
AGREEMENT dated this 22nd day of May 2007, by and between Medical Design Studios, Inc. (hereinafter “MDS”), a Nevada Corporation, with offices located at 7231 South Rome Street, Aurora, Colorado, 80016, Justin Craig, President of MDS and Gary B. Wolff, P.C., counsel to MDS, with offices located at 805 Third Avenue, New York, New York.
Revised, July 23, 2012Binding Offer • December 17th, 2012 • Dynastar Holdings, Inc. • Services-business services, nec • New York
Escrow AgreementEscrow Agreement • December 17th, 2012 • Dynastar Holdings, Inc. • Services-business services, nec • New York
THIS ESCROW AGREEMENT (this “Agreement”) is made this 27th day of November 2012, by and among (i) Dynastar Holdings, Inc., a Nevada corporation, having a business address at 1311 Herr Lane, Louisville, KY 40222 (“Buyer”), (ii) uBuy2Give, Inc., a Nevada corporation, having a business address at c/o Gottbetter & Partners, LLP, 488 Madison Avenue, 12th Floor, New York, NY 10022 (“Seller”) and (iii) Gottbetter & Partners, LLP, as escrow agent (the “Escrow Agent”). Buyer, Seller and the Escrow Agent are each referred to herein as a “Party” and together, the “Parties.”
DYNASTAR HOLDINGS, INC. Registration Rights AgreementRegistration Rights Agreement • December 17th, 2012 • Dynastar Holdings, Inc. • Services-business services, nec • New York
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").
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).
