RELEASE
AND COMPENSATION AGREEMENT


 


THIS
RELEASE AND COMPENSATION AGREEMENT (the “Agreement”) is made effective as of the 9th day of January, 2014.


 


BETWEEN:


 


SILVERSTAR
MINING CORP. of 1489 West Warm Springs Road, Ste. 110, Henderson, Nevada (the “Company”)


 


AND:


 


GUY
MARTIN, of 1671 SW 105th Lane, Davie, FL 33324 (“Martin”).


 


WHEREAS:


	A.	Martin
                                         has provided certain consulting services to the Company and has served as chief executive
                                         officer, chief financial officer, and as a director of the Company since August 11, 2013
                                         (the “Services”); and
	 	 
	B.	Martin
                                         wishes to resign as an officer and director of the Company following completion and filing
                                         of the Company’s Annual Report on Form 10-K for the period ended September 30,
                                         2013 (the “September 2013 10-K”); and
	 	 
	C.	Martin
                                         and the Company wish to document their mutual understanding and agreement regarding Martin’s
                                         resignation and compensation for the Services.



 


THEREFORE,
in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration (the receipt
and sufficiency of which are hereby acknowledged), the parties hereto covenant and agree as follows:


 


		1.	In
                                         full consideration of Services and of the undertakings of Martin in this Agreement, the
                                         Company shall (i) pay to Martin the aggregate sum of $28,050 and (ii) shall issue Martin
                                         5,000 fully paid up and non-assessable shares of common stock of the Company (the “Shares”),
                                         (collectively, the “Severance Payment”) . The Severance Payment shall
                                         be paid and made as follows: :



 




		a.	$2,000
                                         upon execution of this Agreement;
	 	 	 
		b.	$3,800
                                         upon filing of the September 2013 10-K with the Securities and Exchange Commission (the
                                         “SEC”);
	 	 	 
		c.	$6,500
                                         upon the earlier of filing with the SEC of the Company’s Quarterly Report on Form
                                         10-Q for the period ended December 31, 2013 and January 31, 2014.;
	 	 	 
		d.	$12,000
                                         on or before February 28, 2014; and
	 	 	 
		e.	A
                                         final payment of $3,750 shall be made and the Shares shall be issued to Martin on or
                                         before March 31, 2014.



 






    	 



    	 



    

 


In
addition, at the time of execution of this Agreement, the Company shall deliver to Martin an executed copy of a Board of Director’s
resolution of the Company which authorizes the Company to execute this Agreement and make the payments, issue the Shares and give
the releases contained herein.


 


		2.	All
                                         compensation deliverable to Martin hereunder shall be made as follows:



 




	 	a.	all
                                         payments shall be made in U.S. Dollars, in cash or wire transfer to an account specified
                                         by Martin;
	 	 	 
	 

                                                                     
	b.	the
                                         Shares shall be issued in the name of Martin or his designee; and
		c.	all
                                         cash payments made and the Shares upon issue shall be delivered to Martin in person or
                                         by courier to him at the address first written above, or to such other address specified
                                         by Martin in writing from time to time.



 




		3.	In
                                         additional consideration to the Company for the compensation payable pursuant to above
                                         Section 1, Martin agrees as follows:



 




		a.	Martin
                                         will resign as an officer and director of the Company with effect immediately following
                                         the filing of the September 2013 10-K with the SEC;
	 	 	 
		b.	Martin
                                         will assist the Company in the preparation of its financial statements for the period
                                         ended December 31, 2013 as reasonably required to timely file the Company’s Quarterly
                                         Report on Form 10-Q for that period;
	 	 	 
		c.	Subject
                                         to the temporary retention of any documents required to complete Martin’s assistance
                                         in preparing the financial statements and other actions set forth above , Martin will
                                         promptly return all accounting records, corporate records, minute books, and other documents
                                         in his possession relating to the business of the Company;



 




	4.	Subject
                                         to timely receipt in full by Martin of the Severance Payment payable in accordance with
                                         above Sections 1 and 2 and timely performance of all other agreements and obligations
                                         of the Company set forth in this Agreement, Martin, on behalf of himself and his heirs,
                                         executors, successors and assigns, hereby releases, acquits, holds harmless and forever
                                         discharges WITH PREJUDICE the Company and its past and present directors, officers, attorneys,
                                         principals, agents, and employees, jointly and severally, from any and all claims, counterclaims,
                                         cross claims, demands, actions or causes of action arising from Martin’s services
                                         as a director, officer and consultant to the Company , including, but not limited to,
                                         compensatory damages, statutory damages, exemplary damages, punitive damages, declaratory
                                         and injunctive relief, costs, expenses, and attorneys' fees.
	 	 
	5.	Subject
                                         to the discharge of Martin’s obligations in accordance with above Section 3, ,
                                         the Company, on behalf of itself and its past and present affiliates, parents, subsidiaries,
                                         directors, officers, agents, employees, representatives, successors and assigns, hereby
                                         irrevocably releases, acquits, holds harmless and forever discharges WITH PREJUDICE Martin
                                         and his representatives, heirs, successors and assigns, jointly and severally, from any
                                         and all claims, counterclaims, cross claims, losses, damages, demands, actions or causes
                                         of action whatsoever now existing, or may in the future arise or exist arising from (i)
                                         Martin’s services as a director, officer and consultant to the Company and (ii)
                                         the assistance and additional actions Martin agrees to perform under Section 3 above,
                                         including, but not limited to, compensatory damages, statutory damages, exemplary damages,
                                         punitive damages, declaratory and injunctive relief, costs, expenses, and attorneys'
                                         fees. Immediately upon the later to occur of completion by Martin of the actions required
                                         of Martin in Section 3 (b) and 3 (c) above, the Company shall execute and deliver to
                                         Martin a supplemental side letter release and confirmation (“Supplemental Release
                                         Confirmation”) that Martin has complied with his obligations under such sections.
                                         The Supplemental Release Confirmation shall be in the form set forth in Exhibit A attached
                                         hereto.



 






    	 



    	 



    

 


	6.	This
                                         Agreement is subject to and is to be governed, construed and interpreted by the laws
                                         of the State of Florida and the federal laws applicable therein. Any law suits or actions
                                         brought or filed under this Agreement shall be filed in the courts of the State of Florida
                                         which shall have personal jurisdiction and each party to this Agreement hereby waives
                                         any claim to an inconvenient forum. The Company agrees that any process may be served
                                         on it (i) by mail or delivery to any of its officers in Florida or elsewhere or (ii)
                                         in any other manner permitted by Florida law.
	 	 
	7.	All
                                         notices and other communications hereunder shall be in writing and shall be deemed to
                                         have been duly given if mailed or transmitted by any standard form of telecommunication.
	 	 
	8.	This
                                         Agreement contains the entire agreement between the parties hereto with respect to the
                                         subject matter herein, and there are no other terms, conditions, representations or warranties,
                                         whether expressed, implied, oral or written, by statute or common law, by Martin, the
                                         Company or by anyone else.
	 	 
	9.	This
                                         Agreement may be executed in any number of counterparts, each of which, when so executed
                                         and delivered, shall constitute an original and all of which together shall constitute
                                         one instrument. Delivery of an executed copy of this Agreement by electronic facsimile
                                         transmission or other means of electronic communication capable of producing a printed
                                         copy will be deemed to be execution and delivery of this Agreement as of the date hereinafter
                                         set forth...
	 	 
	10.	The
                                         parties hereto agree that they shall execute any and all other and further documents
                                         which are or become necessary to accomplish the purpose of this Agreement.
	 	 
	11.	Notwithstanding
                                         any provision to the contrary set forth in this Agreement, the releases, discharges,
                                         set forth in and hold harmless provisions of this Agreement shall no longer be applicable
                                         and shall not prevent either party hereto from making or filing any claim, demand or
                                         lawsuit in the event the other party should at any time fail to timely perform or be
                                         in breach of the terms of this Agreement.



 


IN
WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.


 


SILVERSTAR
MINING CORP.


 


	Per:	/s/
    Jared Robinson	 
	 	Jared
    Robinson	 
	Its:	Chairman	 
	Place:	Palm
    Beach County, Florida	 
	 	 	 
	/s/
    Guy Martin	 
	Guy
    Martin	 
	Place:	Broward
    County, Florida