CANCELLATION
AGREEMENT


 


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”).


 


BACKGROUND


 


Concurrently
herewith, the Company is entering into an Agreement and Plan of Merger with Dynastar Acquisition Corp., a Delaware corporation
and its wholly owned subsidiary (“Acquisition Subsidiary”), and the Cancelling Party which contemplates a merger of
the Acquisition Subsidiary with and into the Cancelling Party, with the Cancelling Party remaining as the surviving entity after
the merger (the “Merger”), whereby the stockholders of the Cancelling Party will receive common stock of the Company
in exchange for their capital stock of the Cancelling Party. 


 


It
is a condition to the consummation of the Merger that the Cancelling Party enter into this Agreement, which will effectuate the
cancellation of 271,400,076 shares of the common stock, par value $.001 per share, of the Company held by the Cancelling Party
(the “Subject Shares”). The Cancelling Party is entering into this Agreement to, among other things,
induce the stockholders of the Cancelling Party to consent to the Merger. 


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the mutual promises herein contained and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


 


1.      Cancellation
of Subject Shares. The Cancelling Party has delivered to the Company for cancellation stock certificates representing the
Subject Shares along with duly executed medallion guaranteed stock powers covering the Subject Shares (or such other documents
acceptable to the Company’s transfer agent) and hereby irrevocably instructs the Company and the Company’s transfer
agent to cancel the Subject Shares such that the Subject Shares will no longer be outstanding on the stock ledger of the Company
and such that the Cancelling Party shall no longer have any interest in the Subject Shares whatsoever. The Company shall immediately
deliver to the Company’s transfer agent irrevocable instructions providing for the cancellation of the Subject Shares.


  


2.      Representations
by the Cancelling Party.


 


(a)       The
Cancelling Party owns the Subject Shares, of record and beneficially, free and clear of all liens, claims, charges, security interests,
and encumbrances of any kind whatsoever. The Cancelling Party has sole control over the Subject Shares or sole discretionary authority
over any account in which they are held. Except for this Agreement, no person has any option or right to purchase or otherwise
acquire the Subject Shares, whether by contract of sale or otherwise, nor is there a “short position” as to the Subject
Shares.


 


(b)       The
Cancelling Party has full right, power and authority to execute, deliver and perform this Agreement and to carry out the transactions
contemplated hereby. This Agreement has been duly and validly executed and delivered by the Cancelling Party and constitutes a
valid, binding obligation of the Cancelling Party, enforceable against it in accordance with its terms (except as such enforceability
may be limited by laws affecting creditor's rights generally).


  



    	 



    	 



    

 


3.       Further
Assurances. Each party to this Agreement will use his or its best efforts to take all action and to do all things necessary,
proper, or advisable in order to consummate and make effective the transactions contemplated by this Agreement (including the
execution and delivery of such other documents and agreements as may be necessary to effectuate the cancellation of the Subject
Shares).


  


4.       Amendment
and Waiver. Any term, covenant, agreement or condition of this Agreement may be amended, with the written consent of the Company
and the Cancelling Party, or compliance therewith may be waived (either generally or in a particular instance and either retroactively
or prospectively), by one or more substantially concurrent written instruments signed by the Company and the Cancelling Party.


  


5.       Survival
of Agreements, Representations and Warranties, etc. All representations and warranties contained herein shall survive the
execution and delivery of this Agreement.


  


6.       Successors
and Assigns. This Agreement shall bind and inure to the benefit of and be enforceable by the Company and the Cancelling Party,
and their respective successors and assigns.


  


7.       Governing
Law. This Agreement (including the validity thereof and the rights and obligations of the parties hereunder and thereunder)
and all amendments and supplements hereof and thereof and all waivers and consents hereunder and thereunder shall be construed
in accordance with and governed by the internal laws of the State of New York without regard to its conflict of laws rules, except
to the extent the laws of Nevada are mandatorily applicable.


  


8.       Miscellaneous.
This Agreement embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements
and understandings relating to the subject matter hereof. In case any provision of this Agreement shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired
thereby. This Agreement may be executed in any number of counterparts and by the parties hereto on separate counterparts but all
such counterparts shall together constitute but one and the same instrument. This Agreement may be reproduced by any electronic,
photographic, photostatic, magnetic, microfilm, microfiche, microcard, miniature photographic, facsimile or other similar process
and the original thereof may be destroyed. The parties agree that any such reproduction shall, to the extent permitted by law,
be as admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original
is in existence and whether or not the reproduction was made in the regular course of business) and that any enlargement, facsimile
or further reproduction shall likewise be admissible in evidence. Facsimile execution and delivery of this Agreement is legal,
valid and binding execution and delivery for all purposes.


  


[Signature
Page Follows]


  



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IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the date first above written.


 


	 	DYNASTAR HOLDINGS, INC.	 
	 	 	 
	 	By:	/s/ Kenneth Spiegeland	 
	 	Name: Kenneth Spiegeland	 
	 	Title: Chief Executive Officer	 
	 	 	 
	 	DYNASTAR VENTURES, INC.	 
	 	 	 
	 	By:	/s/ John S. Henderson IV	 
	 	Name: John S. Henderson IV	 
	 	Title: Chief Executive Officer	 


   


[Signature
Page to Cancellation Agreement]