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., 2011 Equity
Incentive Plan (the “2011 Plan”), pursuant to which the Board is authorized to grant to employees and other selected
persons stock options to purchase common shares of the Company (the “Common Stock”);


 


B.    The
2011 Plan provides for the granting of stock options that either (i) are intended to qualify as “Incentive Stock Options”
within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), or (ii) do not qualify
under Section 422 of the Code (“Non-Qualified Stock Options”); and


 


C.    The
Board has authorized the grant to Optionee of options to purchase a total of ___________________ (_________) shares of
Common Stock (the “Options”), which Options are intended to be (select one):


 


xIncentive
Stock Options;





 ̈Non
Qualified Stock Options


  


NOW THEREFORE,
the Company agrees to offer to the Optionee the option to purchase, upon the terms and conditions set forth herein and in the
Plan, ___________ (___________) shares of Common Stock. Capitalized terms not otherwise defined herein shall have the meanings
ascribed thereto in the 2011 Plan.


 


1.
      Exercise Price. The exercise price of the options shall be US$____
per share.


 


2.
      Limitation on the Number of Shares. If the Options granted hereby are Incentive Stock
Options, the number of shares which may be acquired upon exercise thereof is subject to the limitations set forth in Section 7(a)
of the 2011 Plan.


 



    	 



    	 



    

 


3.
       Vesting Schedule. The Options shall vest in accordance with Exhibit A.


 


4.
      Options not Transferable. The Options may not be transferred, assigned, pledged or
hypothecated in any manner (whether by operation of law or otherwise) other than by will, by applicable laws of descent and distribution
or, in the case of a Non-Qualified Stock Option, pursuant to a qualified domestic relations order, and shall not be subject to
execution, attachment or similar process; provided, however, that if the Options represent a Non-Qualified Stock Option,
such Option is transferable without payment of consideration to immediate family members of the Optionee or to trusts or partnerships
established exclusively for the benefit of the Optionee and Optionee’s immediate family members. Upon any attempt to transfer,
pledge, hypothecate or otherwise dispose of any Option or of any right or privilege conferred by the 2011 Plan contrary to the
provisions thereof, or upon the sale, levy or attachment or similar process upon the rights and privileges conferred by the 2011
Plan, such Option shall thereupon terminate and become null and void.


 


5.
      Investment Intent. By accepting the Options, the Optionee represents and agrees that
none of the shares of Common Stock purchased upon exercise of the Options will be distributed in violation of applicable federal
and state laws and regulations. In addition, the Company may require, as a condition of exercising the Options, that the Optionee
execute an undertaking, in such a form as the Company shall reasonably specify, that the Stock is being purchased only for investment
and without any then-present intention to sell or distribute such shares.


 


6.      Termination
of Employment and Options. Vested Options shall terminate, to the extent not previously exercised, upon the occurrence of
the first of the following events:


 


(a)          Expiration.
Ten (10) years from the Date of Grant.


 


(b)         Termination
for Cause. The date of the first discovery by the Company of any reason for the termination of an Optionee’s employment
or contractual relationship with the Company or any related company for cause (as determined in the sole discretion of the 2011
Plan administrator), and, if an Optionee’s employment is suspended pending any investigation by the Company as to whether
the Optionee’s employment should be terminated for cause, the Optionee’s rights under this Agreement and the 2011
Plan shall likewise be suspended during the period of any such investigation.


 


(c)          Termination
Due to Death or Disability. The expiration of one (1) year from the date of the death of the Optionee or cessation of an Optionee’s
employment or contractual relationship by reason of Disability (within the meaning of Section 22(e) of the Code). If an Optionee’s
employment or contractual relationship is terminated by death, any Option held by the Optionee shall be exercisable only by the
person or persons to whom such Optionee’s rights under such Option shall pass by the Optionee’s will or by the laws
of descent and distribution.


 


(d)         Termination
for Any Other Reason. The expiration of three (3) months from the date of an Optionee’s termination of employment or
contractual relationship with the Company or any affiliated company or subsidiary of the Company (a “Related Corporation”)
for any reason whatsoever other than termination of service for cause, death or Disability.


 



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Each unvested
Option granted pursuant hereto shall terminate immediately upon termination of the Optionee’s employment or contractual
relationship with the Company for any reason whatsoever, including Disability unless otherwise provided by the Administrator.


 


7.      Stock.
In the case of any stock split, stock dividend or like change in the nature of shares of Stock covered by this Agreement,
the number of shares and exercise price shall be proportionately adjusted as set forth in Section 14(a) of the 2011 Plan.


 


8.      Exercise
of Option. Options shall be exercisable, in full or in part, at any time after vesting, until termination; provided, however,
that any Optionee who is subject to the reporting and liability provisions of Section 16 of the Securities Exchange Act of
1934 with respect to the Common Stock shall be precluded from selling or transferring any Common Stock or other security underlying
an Option during the six (6) months immediately following the grant of that Option. If less than all of the shares included in
the vested portion of any Option are purchased, the remainder may be purchased at any subsequent time prior to the expiration
of the Option term. No portion of any Option for less than fifty (50) shares (as adjusted pursuant to Section 14(a) of the 2011
Plan) may be exercised; provided, that if the vested portion of any Option is less than fifty (50) shares, it may be exercised
with respect to all shares for which it is vested. Only whole shares may be issued pursuant to an Option, and to the extent that
an Option covers less than one (1) share, it is unexercisable.


 


Each exercise
of the Option shall be by means of delivery of a notice of election to exercise (which may be in the form attached hereto as Exhibit
B) to the CEO of the Company at its principal executive office, specifying the number of shares of Common Stock to be purchased
and accompanied by payment in cash by certified check or cashier’s check in the amount of the full exercise price for the
Common Stock to be purchased. In addition to payment in cash by certified check or cashier’s check, an Optionee or transferee
of an Option may pay for all or any portion of the aggregate exercise price by complying with one or more of the following alternatives:


 


(a)          by
delivering to the Company shares of Common Stock previously held by such person, duly endorsed for transfer to the Company, or
by the Company withholding shares of Common Stock otherwise deliverable pursuant to exercise of the Option, which shares of Common
Stock received or withheld shall have a fair market value at the date of exercise (as determined by the 2011 Plan administrator)
equal to the aggregate purchase price to be paid by the Optionee upon such exercise;


 


Solely
for the purposes of this paragraph, “fair market value” per share of Common Stock shall mean (A) the average of the
closing sales prices, as quoted on the primary national or regional stock exchange on which the Common Stock is listed, or, if
not listed, the OTC Markets if quoted thereon, on the twenty (20) trading days immediately preceding the date on which the notice
of election to exercise is deemed to have been sent to the Company, or (B) if the Common Stock is not publicly traded as set forth
above, as reasonably and in good faith determined by the Board of Directors of the Company as of the date which the notice of
election to exercise is deemed to have been sent to the Company.


  



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For
purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and acknowledged that the shares of Common
Stock issued in a cashless exercise transaction shall be deemed to have been acquired by the Optionee, and the holding period
for such shares shall be deemed to have commenced, on the date the Options were originally issued; or


 


(b)
        by complying with any other payment mechanism approved by the 2011 Plan administrator at the
time of exercise.


 


It is a condition
precedent to the issuance of shares of Common Stock that the Optionee execute and/or deliver to the Company all documents and
withholding taxes required in accordance with Sections 15 of the 2011 Plan.


 


9.
      Holding period for Incentive Stock Options. In order to obtain the tax treatment provided
for Incentive Stock Options by Section 422 of the Code, the shares of Common Stock received upon exercising any Incentive Stock
Options received pursuant to this Agreement must be sold, if at all, after a date which is later of two (2) years from the date
of this agreement is entered into or one (1) year from the date upon which the Options are exercised. The Optionee agrees to report
sales of shares prior to the above determined date to the Company within one (1) business day after such sale is concluded. The
Optionee also agrees to pay to the Company, within five (5) business days after such sale is concluded, the amount necessary for
the Company to satisfy its withholding requirement required by the Code in the manner specified in Section 15 of the 2011 Plan.
Nothing in this Section 9 is intended as a representation that Common Stock may be sold without registration under state and federal
securities laws or an exemption therefrom or that such registration or exemption will be available at any specified time.


 


10.
      Resale restrictions may apply. Any resale of the shares of Common Stock received upon
exercising any Options will be subject to resale restrictions contained in the securities legislation applicable to the Optionee.
The Optionee acknowledges and agrees that the Optionee is solely responsible (and the Company is not in any way responsible) for
compliance with applicable resale restrictions.


 


11.
      Subject to 2011 Plan. The terms of the Options are subject to the provisions of the
2011 Plan, as the same may from time to time be amended, and any inconsistencies between this Agreement and the 2011 Plan, as
the same may be from time to time amended, shall be governed by the provisions of the 2011 Plan, a copy of which has been delivered
to the Optionee, and which is available for inspection at the principal offices of the Company.


 


12.
      Professional Advice. The acceptance of the Options and the sale of Common Stock issued
pursuant to the exercise of Options may have consequences under federal and state tax and securities laws which may vary depending
upon the individual circumstances of the Optionee. Accordingly, the Optionee acknowledges that he or she has been advised to consult
his or her personal legal and tax advisor in connection with this Agreement and his or her dealings with respect to Options. Without
limiting other matters to be considered with the assistance of the Optionee’s professional advisors, the Optionee should
consider: (a) whether upon the exercise of Options, the Optionee will file an election with the Internal Revenue Service pursuant
to Section 83(b) of the Code and the implications of alternative minimum tax pursuant to the Code; (b) the merits and risks of
an investment in the underlying shares of Common Stock; and (c) any resale restrictions that might apply under applicable securities
laws.


 



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13.
      No Employment Commitment. The grant of the Options shall in no way constitute any form
of agreement or understanding binding on the Company or any Related Company, express or implied, that the Company or any Related
Company will employ or contract with the Optionee, for any length of time, nor shall it interfere in any way with the Company’s
or, where applicable, a Related Company’s right to terminate Optionee’s employment at any time, which right is hereby
reserved.


 


14.
      Entire Agreement. This Agreement is the only agreement between the Optionee and the
Company with respect to the Options, and this Agreement and the 2011 Plan supersede all prior and contemporaneous oral and written
statements and representations and contain the entire agreement between the parties with respect to the Options.


 


15.
      Notices. Any notice required or permitted to be made or given hereunder shall be mailed
or delivered personally to the addresses set forth below, or as changed from time to time by written notice to the other:


   


	 	The Company:	Dynastar Holdings, Inc.
	 	 	1311 Herr Lane, Suite 205
	 	 	Louisville, KY 40222
	 	 	Attention:  CEO
	 	With a copy to:	Gottbetter & Partners, LLP
	 	 	 
	 	 	488 Madison Avenue, 12th Floor
	 	 	New York, NY 10022
	 	 	Attention: Adam S. Gottbetter
	 	 	 
	 	The Optionee:	[address]


 


	DYNASTAR
    HOLDINGS, INC.	 
	 	 	 
	Per:	 	 
	 	Authorized Signatory	 


 


	 	 
	[Optionee]	 


 



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EXHIBIT
A


 


TERMS OF
THE OPTION


  


	Name of the
    Optionee:	____________
	 	 
	Date of Grant:	__________ ___, 201_
	 	 
	Designation:	Incentive Stock Options
	 	 
	1.      Number
    of Options granted:	___________ shares
	 	 
	2.      Purchase
    Price:	$____ per share
	 	 
	3.      Vesting
    Dates:	__________
        shares __________ ___, 201_

         

        __________
        shares __________ ___, 201_

        __________
        shares __________ ___, 201_

        __________
        shares __________ ___, 201_ 

	 	 
	4.       Expiration
    Date:	__________ ___, 201_


 



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EXHIBIT
B


To:         Dynastar
Holdings, Inc.


 


Attention:
CEO


 


Notice
of Election to Exercise


 


This Notice
of Election to Exercise shall constitute proper notice under the Dynastar Holdings, Inc.’s (the “Company”) 2011
Equity Incentive Plan (the “2011 Plan”) pursuant to Section 8 of that certain Stock Option Agreement (the “Agreement”)
dated as of the ___ day of _______, 201_, between the Company and the undersigned.


 


The undersigned
hereby elects to exercise Optionee’s option to purchase __________________ shares of the common stock of the Company at
a price of US$____ per share, for aggregate consideration of US$__________, on the terms and conditions set forth in the Agreement
and the 2011 Plan. Such aggregate consideration, in the form specified in Section 8 of the Agreement, accompanies this notice.


  


The Optionee
hereby directs the Company to issue, register and deliver the certificates representing the shares as follows:


  


	Registration Information:	 	Delivery Instructions:
	 	 	 
	Name to appear on certificates	 	Name
	 	 	 
	Address	 	Address
	 	 	 
	 	 	 
	 	 	 
	 	 	Telephone Number


  


DATED at ____________________________________,
the _______ day of ________________________, 20___.


 


	 	 
	 	(Name of Optionee
    – Please type or print)
	 	 
	 	(Signature and, if
    applicable, Office)
	 	 
	 	(Address of Optionee)
	 	 
	 	(City, State, and
    Zip Code of Optionee)






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