EMPLOYMENT
SERVICES AGREEMENT


 


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”). 


 


INTRODUCTION


WHEREAS,
the Company desires to employ the Executive under the title and capacity set forth on Schedule A hereto and the Executive
desires to be employed by the Company in such capacity, subject to the terms of this Agreement;


AGREEMENT


NOW,
THEREFORE, in consideration of the premises and mutual promises herein below set forth, the parties hereby agree as follows:


 


1.            Employment
Period. The term of the Executive’s employment by the Company pursuant to this Agreement (the “Employment Period”)
shall commence upon the date hereof (the “Effective Date”) and shall continue for that period of calendar months
from the Effective Date set forth on Schedule A hereto. Thereafter, the Employment Period shall automatically renew for
successive periods of one (1) year each, unless either party shall have given to the other at least thirty (30) days’ prior
written notice of their intention not to renew the Executive’s employment prior to the end of the Employment Period or the
then applicable renewal term, as the case may be. In any event, the Employment Period may be terminated as provided herein.


2.            Employment;
Duties.


(a)        General.        Subject
to the terms and conditions set forth herein, the Company shall employ the Executive to act for the Company during the Employment
Period in the capacity set forth on Schedule A hereto, and the Executive hereby accepts such employment. The duties and
responsibilities of the Executive shall include such duties and responsibilities appropriate to such office as the Company’s
Board of Directors (the “Board”) may from time to time reasonably assign to the Executive, as initially specified
on Schedule A attached hereto, with such authority and responsibilities, including Company-wide executive, administrative
and finance functions as are normally associated with and appropriate for such position.


(b)        Executive
recognizes that during the period of Executive's employment hereunder, Executive owes an undivided duty of loyalty to the Company,
and Executive will use Executive's good faith efforts to promote and develop the business of the Company and its subsidiaries
(the Company’s subsidiaries from time to time, together with any other affiliates of the Company, the “Affiliates”).
Executive shall devote all of Executive’s business time, attention and skills to the performance of Executive’s services
as an executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the name
and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s duties under this
Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures
established by the Company and the industry from time to time.



    	 



    	 



    




(c)        However,
the parties agree that: (i) Executive may devote a reasonable amount of his time to civic, community, or charitable activities
and may serve as a director of other corporations (provided that any such other corporation is not a competitor of the Company,
as determined by the Board) and to other types of business or public activities not expressly mentioned in this paragraph and
(ii) Executive may participate as a non-employee director and/or investor in other companies and projects as described by Executive
to the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful
performance of his duties to the Company.


(d)        Place
of Employment.        The Executive’s services shall be performed at the Company’s
offices located in Louisville, Kentucky, any other locus where the Company now or hereafter has a business facility and at any
other location where Executive’s presence is necessary to perform his duties. The parties acknowledge, however, that the
Executive may be required to travel in connection with the performance of her duties hereunder.


3.             Base
Salary.     The Executive shall be entitled to receive a salary from the Company during the Employment
Period at a rate per year indicated on Schedule A hereto (the “Base Salary”). Once the Board has established
the Base Salary, such Base Salary may be increased on each anniversary of the Effective Date, at the Board’s sole discretion.
The parties expressly agree that what the Executive receives now or in the future, in addition to the regular Base Salary, whether
this be in the form of benefits or regular or occasional aid/assistance, such as recreation, club memberships, meals, education
for his family, vehicle, lodging or clothing, occasional bonuses or anything else he receives, during the Employment Period and
any renewals thereof, in cash or in kind, shall not be deemed as salary. However, because the Company is a public company subject
to the reporting requirements of, inter alia, the US Securities and Exchange Commission (the “SEC”), both parties
acknowledge that the Executive’s annual compensation (as determined by the rules of the SEC or any other regulatory body
or exchange having jurisdiction), which may include some or all of the foregoing, may be required to be publicly disclosed.


4.             Bonus.
(a) The Company may pay the Executive an annual bonus (the “Annual Bonus”), at such time and in such amount
as may be determined by the Board in its sole discretion. The Board may or may not determine that all or any portion of the Annual
Bonus shall be earned upon the achievement of operational, financial or other milestones (“Milestones”) established
by the Board in consultation with the Executive and that all or any portion of any Annual Bonus shall be paid in cash, securities
or other property.


                               (b)
The Executive shall be eligible to participate in any other bonus or incentive program established by the Company for executives
of the Company.



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5.             Other
Benefits


(a)        Stock
Option Grant.        The Executive shall be entitled to receive those stock options
under the Company’s 2011 Equity Incentive Plan as specified in Schedule A hereto. Any additional option grants to the Executive
shall be at the option of the Board.


(b)        Insurance
and Other Benefits.        During the Employment Period, the Executive and the Executive’s
dependents shall be entitled to participate in the Company’s insurance programs and any ERISA benefit plans, as the same
may be adopted and/or amended from time to time (the “Benefits”). The Executive shall be entitled to paid personal
days on a basis consistent with the Company’s other senior executives, as determined by the Board. The Executive shall be
bound by all of the policies and procedures established by the Company from time to time. However, in case any of those policies
conflict with the terms of this Agreement, the terms of this Agreement shall control.


(c)        Vacation.      During
the Employment Period, the Executive shall be entitled to an annual vacation of at least that number of working days set forth
on Schedule A hereto.


(d)        Expense
Reimbursement.      The Company shall reimburse the Executive for all reasonable business, promotional,
travel and entertainment expenses incurred or paid by the Executive during the Employment Period in the performance of
Executive’s services under this Agreement, provided that the Executive furnishes to the Company appropriate documentation
required by the Internal Revenue Code in a timely fashion in connection with such expenses and shall furnish such other documentation
and accounting as the Company may from time to time reasonably request.


6.            Termination;
Compensation Due.      The Executive's employment hereunder may terminate, and the Executive’s
right to compensation for periods after the date the Executive’s employment with the Company terminates shall be
determined, in accordance with the provisions of paragraphs (a) through (e) below:


(a)           Voluntary
Resignation; Termination without Cause.


(i)
Voluntary Resignation.      The Executive may terminate his employment at any time upon thirty
(30) days prior written notice to the Company. In the event of the Executive’s voluntary termination of his employment other
than for Good Reason (as defined below), the Company shall have no obligation to make payments to the Executive in accordance
with the provisions of Sections 3 or 4 above, except as otherwise required by this Agreement or by applicable law, or to provide
the benefits described in Section 5 above, for periods after the date on which the Executive's employment with the Company terminates
due to the Executive 's voluntary termination, except for the payment of the Base Salary accrued through the date of such resignation.



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(ii)
Termination without Cause. The Company may terminate the Executive’s employment with the
Company at any time with or without cause, by delivery to the Executive of a written notice of termination from the Chief Executive
Officer of the Company.


 


                (A)    If
the Executive’s employment is terminated by the Company without Cause, the Company shall (x) continue to pay the Executive
the Base Salary (at the rate in effect on the date the Executive’s employment is terminated) until the end of the Severance
Period (as defined in Section 6(e) below), (y) with respect to the Annual Bonus, to the extent the Milestones are achieved, pay
the Executive a pro rata portion of the Annual Bonus for the year of the Employment Period on the date such Annual Bonus would
have been payable to the Executive had the Executive remained employed by the Company, and (z) pay any other accrued compensation
and Benefits. The Executive shall not have any further rights under this Agreement or otherwise to receive any other compensation
or benefits after such termination of employment.


  


 (B)    If,
following a termination of employment without Cause, the Executive breaches the provisions of Sections 7, 8 or 9 hereof,
the Executive shall not be eligible, as of the date of such breach, for the payments and benefits described in Section 6
(a)(ii), and any and all obligations and agreements of the Company with respect to such payments shall thereupon cease.


 


(b)          Discharge
for Cause. Upon written notice to the Executive, the Company may terminate the Executive’s employment for “Cause”
if any of the following events shall occur:


(i)         any
act or omission that constitutes a material breach by the Executive of any of his obligations under this Agreement;


(ii)         the
willful and continued failure or refusal of the Executive to satisfactorily perform the duties reasonably required of him as an
employee of the Company;


(iii)        the
Executive’s conviction of, or plea of nolo contendere to, (i) any felony or (ii) a crime involving dishonesty
or moral turpitude or which could reflect negatively upon the Company or otherwise impair or impede its operations;


(iv)        the
Executive’s engaging in any misconduct, negligence, act of dishonesty (including, without limitation, theft or embezzlement),
violence, threat of violence or any activity that could result in any violation of federal securities laws, in each case, that
is injurious to the Company or any of its Affiliates;


(v)         the
Executive’s material breach of a written policy of the Company or the rules of any governmental or regulatory body applicable
to the Company;


(vi)        the
Executive’s refusal to follow the directions of the Board; 



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(vii)        any
other willful misconduct by the Executive which is materially injurious to the financial condition or business reputation of the
Company or any of its Affiliates, or


(viii)        the
Executive’s breach of his obligations under Section 7, 8 or 9 of this Agreement.


In
the event the Executive is terminated for Cause, the Company shall have no obligation to make payments to the Executive in accordance
with the provisions of Sections 3 or 4 above, or, except as otherwise required by law, to provide the benefits described in Section
5 above, for periods after the Executive's employment with the Company is terminated on account of the Executive's discharge for
Cause except for the then applicable Base Salary accrued through the date of such termination.


(c)           Disability.
The Company shall have the right, but shall not be obligated to terminate the Executive's employment hereunder in the event the
Executive becomes disabled such that he is unable to discharge his duties to the Company for a period of ninety
(90) consecutive days or one hundred twenty (120) days in any one hundred eighty (180) consecutive day period, provided longer
periods are not required under applicable local labor regulations (a "Permanent Disability"). In the event of
a termination of employment due to a Permanent Disability, the Company shall be obligated to continue to make payments to the
Executive in an amount equal to the then applicable Base Salary for the Severance Period (as
defined below) after the Executive’s employment with the Company is terminated due to a Permanent Disability. A determination
of a Permanent Disability shall be made by a physician satisfactory to both the Executive and the Company; provided, however,
that if the Executive and the Company do not agree on a physician, the Executive and the Company shall each select a physician
and those two physicians together shall select a third physician, whose determination as to a Permanent Disability shall be binding
on all parties.


(d)           Death.
The Executive's employment hereunder shall terminate upon the death of the Executive. The Company shall have no obligation to
make payments to the Executive in accordance with the provisions of Sections 3 or 4 above, or, except as otherwise required by
law or the terms of any applicable benefit plan, to provide the benefits described in Section 5 above, for periods after the date
of the Executive's death except for then applicable Base Salary earned and accrued through the date of death, payable to the Executive
or his successor.


(e)           Termination
for Good Reason. The Executive may terminate this Agreement at any time for Good Reason.
In the event of termination under this Section 6(e), the Company shall pay to the Executive severance
in an amount equal to the then applicable Base Salary for a period equal to the number of months set forth on Schedule A hereto
(the “Severance Period”), subject to the Executive’s continued compliance
with Sections 7, 8 and 9 of this Agreement for the applicable Severance Period following the Executive’s termination, and
subject to the Company’s regular payroll practices and required withholdings. Such severance shall be reduced by any cash
remuneration paid to the Executive because of the Executive’s employment or self-employment during the Severance Period.
The Executive shall continue to receive all Benefits during the Severance Period. The Executive shall
not have any further rights under this Agreement or otherwise to receive any other compensation or benefits after such resignation.
For the purposes of this Agreement, “Good Reason” shall mean any of the following (without Executive’s
express written consent):



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(i)
the assignment to the Executive of duties that are significantly different from, and that result in a substantial diminution of,
the duties that he assumed on the Effective Date;


 


(ii)
removal of the Executive from his position as indicated on Schedule A hereto, or the assignment to the Executive
of duties that are significantly different from, and that result in a substantial diminution of, the duties that he assumed under
this Agreement, within twelve (12) months after a Change of Control (as defined below);


 


(iii) a
reduction by the Company in the then applicable Base Salary or other compensation, unless said reduction is pari passu with other
senior executives of the Company;


 


(iv)
the taking of any action by the Company that would, directly or indirectly, materially reduce the Executive’s benefits,
unless said reductions are pari passu with other senior executives of the Company; or


 


(v) a
breach by the Company of any material term of this Agreement that is not cured by the Company within 30 days following receipt
by the Company of written notice thereof.


For
purposes of this Agreement, “Change of Control” shall mean the occurrence of any one or more of the following: (i)
the accumulation, whether directly, indirectly, beneficially or of record, by any individual, entity or group (within the meaning
of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of 50% or
more of the shares of the outstanding equity securities of the Company, (ii) a merger or consolidation of the Company in
which the Company does not survive as an independent company or upon the consummation of which the holders of the Company’s
outstanding equity securities prior to such merger or consolidation own less than 50% of the outstanding equity securities of
the Company after such merger or consolidation, or (iii) a sale of all or substantially all of the assets of the Company;
provided, however, that the following acquisitions shall not constitute a Change of Control for the purposes of this Agreement:
(A) any acquisitions of common stock or securities convertible into common stock directly from the Company, or (B) any acquisition
of common stock or securities convertible into common stock by any employee benefit plan (or related trust) sponsored by or maintained
by the Company.


 


(f)   Notice
of Termination.    Any termination of employment by the Company or the Executive shall be communicated
by a written ‘‘Notice of Termination’’ to the other party hereto given in accordance with Section 15
of this Agreement. In the event of a termination by the Company for Cause, the Notice of Termination shall (i) indicate the
specific termination provision in this Agreement relied upon, (ii) set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Executive’s employment under the provision so indicated and (iii) specify
the date of termination, which date shall be the date of such notice. The failure by the Executive or the Company to set forth
in the Notice of Termination any fact or circumstance which contributes to a showing of Cause shall not waive any right of the
Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such
fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.


 



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(g)    Resignation
from Directorships and Officerships.    The termination of the Executive’s employment for any reason
will constitute the Executive’s resignation from (i) any director, officer or employee position the Executive has with
the Company or any of its Affiliates, and (ii) all fiduciary positions (including as a trustee) the Executive holds with
respect to any employee benefit plans or trusts established by the Company. The Executive agrees that this Agreement shall serve
as written notice of resignation in this circumstance, unless otherwise required by any plan or applicable law.


 


7.            Non-Competition;
Non-Solicitation.


(a)       For
the duration of the Employment Period and, unless the Company terminates the Executive’s employment without Cause, during
the Severance Period (the “Non-compete Period”), the Executive shall not, directly or indirectly, except as
specifically provided in the last sentence of Section 2(b), engage or invest in, own, manage, operate, finance, control or participate
in the ownership, management, operation, financing, or control of, be employed by, associated with, or in any manner connected
with, lend any credit to, or render services or advice to, any business, firm, corporation, partnership, association, joint venture
or other entity that engages or conducts any business the same as or substantially similar to the Business or any other business
engaged in or proposed to be engaged in or conducted by the Company and/or any of its Affiliates during the Employment Period,
or then included in the future strategic plan of the Company and/or any of its Affiliates, anywhere within the states in which
the Company or any of its Affiliates at that time is operating; provided, however, that the
Executive may own less than 5% in the aggregate of the outstanding shares of any class
of securities of any enterprise (but without otherwise participating in the activities of such enterprise) including those engaged
in the mining business, other than any such enterprise with which the Company competes or is currently engaged in a joint venture,
if such securities are listed on any national or regional securities exchange or have been registered under Section 12(b) or (g)
of the Exchange Act. Notwithstanding the foregoing, if the Executive shall present to the Board any opportunity within the scope
of the prohibited activities described above, and the Company shall not elect to pursue such opportunity within a reasonable time,
then the Executive shall be permitted to pursue such opportunity, subject to the requirements of Section 2(b).


 (b)          During
the Employment Period and for a period of twelve (12) months following termination of the Executive’s employment with the
Company, the Executive shall not:


(i)
persuade, solicit or hire, or attempt to recruit, persuade, solicit or hire, any employee, or independent contractor of, or consultant
to, the Company, or its Affiliates, to leave the employment (or independent contractor relationship) thereof, whether or not any
such employee or independent contractor is party to an employment agreement; or



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(ii)
attempt in any manner to solicit or accept from any customer or client of the Company or any of its Affiliates, with whom the
Company or any of its Affiliates had significant contact during the term of the Agreement, business of the kind or competitive
with the business done by the Company or any of its Affiliates with such customer or to persuade or attempt to persuade any such
customer to cease to do business or to reduce the amount of business which such customer has customarily done or is reasonably
expected to do with the Company or any of its Affiliates or if any such customer elects to move its business to a person other
than the Company or any of its Affiliates, provide any services (of the kind or competitive with the Business of the Company or
any of its Affiliates) for such customer, or have any discussions regarding any such service with such customer, on behalf of
such other person.


       The
Executive recognizes and agrees that because a violation by the Executive of his obligations under this Section 7 will cause irreparable
harm to the Company that would be difficult to quantify and for which money damages would be inadequate, the Company shall have
the right to injunctive relief to prevent or restrain any such violation, without the necessity of posting a bond. The Non-compete
Period will be extended by the duration of any violation by the Executive of any of his obligations under this Section
7.


    


        The
Executive expressly agrees that the character, duration and scope of the covenant not to compete are reasonable in light of the
circumstances as they exist at the date upon which this Agreement has been executed. However, should a determination nonetheless
be made by a court of competent jurisdiction at a later date that the character, duration or geographical scope of the covenant
not to compete is unreasonable in light of the circumstances as they then exist, then it is the intention of the Executive, on
the one hand, and the Company, on the other, that the covenant not to compete shall be construed by the court in such a manner
as to impose only those restrictions on the conduct of the Executive which are reasonable in light of the circumstances as they
then exist and necessary to assure the Company of the intended benefit of the covenant not to compete.


 


8.      Inventions
and Patents. The Executive acknowledges that all inventions, innovations, improvements, know-how, plans, development, methods,
designs, analyses, specifications, software, drawings, reports and all similar or related information (whether or not patentable
or reduced to practice) which related to any of the Company’s actual or proposed business activities and which are created,
designed or conceived, developed or made by the Executive during the Executive’s past or future employment by the Company
or any Affiliates, or any predecessor thereof (“Work Product”), belong to the Company, or its Affiliates, as applicable.
Any copyrightable work falling within the definition of Work Product shall be deemed a “work made for hire” and ownership
of all right title and interest shall rest in the Company. The Executive hereby irrevocably assigns, transfers and conveys, to
the full extent permitted by law, all right, title and interest in the Work Product, on a worldwide basis, to the Company to the
extent ownership of any such rights does not automatically vest in the Company under applicable law. The Executive will promptly
disclose any such Work Product to the Company and perform all actions requested by the Company (whether during or after employment)
to establish and confirm ownership of such Work Product by the Company (including without limitation, assignments, consents, powers
of attorney and other instruments).


 



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9.            Confidentiality
Covenants.


(a)       The
Executive understands that the Company and/or its Affiliates, from time to time, may impart to the Executive confidential information,
whether such information is written, oral or graphic.


For
purposes of this Agreement, “Confidential Information” means information, which is used in the business of the Company
or its Affiliates and (i) is proprietary to, about or created by the Company or its Affiliates, (ii) gives the Company
or its Affiliates some competitive business advantage or the opportunity of obtaining such advantage or the disclosure of which
could be detrimental to the interests of the Company or its Affiliates, (iii) is designated as Confidential Information by
the Company or its Affiliates, is known by the Executive to be considered confidential by the Company or its Affiliates, or from
all the relevant circumstances should reasonably be assumed by the Executive to be confidential and proprietary to the Company
or its Affiliates, or (iv) is not generally known by non-Company personnel. Such Confidential Information includes, without
limitation, the following types of information and other information of a similar nature (whether or not reduced to writing or
designated as confidential):


 


(i)
Internal personnel and financial information of the Company or its Affiliates, vendor information (including vendor characteristics,
services, prices, lists and agreements), purchasing and internal cost information, internal service and operational manuals, and
the manner and methods of conducting the business of the Company or its Affiliates;


     


(ii)
Marketing and development plans, price and cost data, price and fee amounts, pricing and billing policies, bidding, quoting procedures,
marketing techniques, forecasts and forecast assumptions and volumes, and future plans and potential strategies (including, without
limitation, all information relating to any acquisition prospect and the identity of any key contact within the organization of
any acquisition prospect) of the Company or its Affiliates which have been or are being discussed;


     


(iii)
Names of customers and their representatives, contracts (including their contents and parties), customer services, and the type,
quantity, specifications and content of products and services purchased, leased, licensed or received by customers of the Company
or its Affiliates; and


     


(iv)
Confidential and proprietary information provided to the Company or its Affiliates by any actual or potential customer, government
agency or other third party (including businesses, consultants and other entities and individuals).


The
Executive hereby acknowledges the Company’s exclusive ownership of such Confidential Information.


 



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(b)       The
Executive agrees as follows: (1) only to use the Confidential Information to provide services to the Company and its Affiliates;
(2) only to communicate the Confidential Information to fellow employees, agents and representatives on a need-to-know basis;
and (3) not to otherwise disclose or use any Confidential Information, except as may be required by law or otherwise authorized
by the Board. Upon demand by the Company or upon termination of the Executive’s employment, the Executive will deliver to
the Company all manuals, photographs, recordings and any other instrument or device by which, through which or on which Confidential
Information has been recorded and/or preserved, which are in the Executive’s possession, custody or control.


10.          Representation.
The Executive hereby represents that the Executive’s entry into this Employment Agreement and performance of the services
hereunder will not violate the terms or conditions of any other agreement to which the Executive is a party.


11.          Arbitration.
In the event of any breach arising from the performance of this Agreement, either party may request arbitration. In such event,
the parties will submit to arbitration by a qualified arbitrator with the definition and laws of the State of New York. Such arbitration
shall be final and binding on both parties.


12.          Governing
Law/Jurisdiction. This Agreement and any disputes or controversies arising hereunder shall be construed and enforced in accordance
with and governed by the internal laws of the State of New York without regard to the conflicts of laws principles thereof.


13.          Public
Company Obligations. Executive acknowledges that the Company is a public company whose Common Stock has been registered under
the US Securities Act of 1933, as amended (the “Securities Act”), and registered under the Exchange Act, and that
this Agreement may be subject to the public filing requirements of the Exchange Act. Executive
acknowledges and agrees that the applicable insider trading rules, transaction reporting rules, limitations on disclosure of non-public
information and other requirements set forth in the Securities Act, the Exchange Act and rules and regulations promulgated by
the SEC may apply to this Agreement and Executive’s employment with the Company. Executive
(on behalf of himself, as well as the Executive’s executors, heirs, administrators and assigns), absolutely and unconditionally
agrees to indemnify and hold harmless the Company and all of its past, present and future affiliates, executors, heirs, administrators,
shareholders, employees, officers, directors, attorneys, accountants, agents, representatives, predecessors, successors and assigns
from any and all claims, debts, demands, accounts, judgments, causes of action, equitable relief, damages, costs, charges, complaints,
obligations, controversies, actions, suits, proceedings, expenses, responsibilities and liabilities of every kind and character
whatsoever (including, but not limited to, reasonable attorneys’ fees and costs) in the event of Executive’s
breach of any obligation of Executive under the Securities Act, the Exchange Act, any rules
promulgated by the SEC and any other applicable federal, state or foreign laws, rules, regulations or orders.


 


14.        Entire
Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof
and thereof and supersedes and cancels (i) any and all previous agreements, written and oral, regarding the subject matter hereof
between the parties hereto and (ii) that certain employment agreement dated as of November 4, 2010 by and between the Executive
and Dynastar Ventures, Inc. (formerly known as Bluegrass Venture Group, Inc.). This Agreement shall not be changed, altered, modified
or amended, except by a written agreement signed by both parties hereto.



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15.          Notices.
All notices, requests, demands and other communications called for or contemplated hereunder shall be in writing and shall be
deemed to have been given when delivered to the party to whom addressed or when sent by telecopy (if promptly confirmed by registered
or certified mail, return receipt requested, prepaid and addressed) to the parties, their successors in interest, or their assignees
at the following addresses, or at such other addresses as the parties may designate by written notice in the manner aforesaid:


(a)          to
the Company at:


 


Dynastar
Holdings, Inc.


1311
Herr Lane, Suite 205


Louisville,
KY 40222


phone


fax


Attn:
John S. Henderson IV


 





with
a copy to:


Gottbetter
& Partners, LLP


488
Madison Avenue


New
York, NY 10022-5718


Attn:
Adam S. Gottbetter


Fax:
(212) 400-6901





(b)          to
the Executive at:


Address
listed on Schedule A attached hereto.


 


All
such notices, requests and other communications will (i) if delivered personally to the address as provided in this Section, be
deemed given upon delivery, (ii) if delivered by facsimile transmission to the facsimile number as provided for in this Section,
be deemed given upon facsimile confirmation, (iii) if delivered by mail in the manner described above to the address as provided
for in this Section, be deemed given on the earlier of the third business day following mailing or upon receipt and (iv) if delivered
by overnight courier to the address as provided in this Section, be deemed given on the earlier of the first business day following
the date sent by such overnight courier or upon receipt (in each case regardless of whether such notice, request or other communication
is received by any other person to whom a copy of such notice is to be delivered pursuant to this Section). Either party may,
by notice given to the other party in accordance with this Section, designate another address or person for receipt of notices
hereunder.


 


16.        Severability.
If any term or provision of this Agreement, or the application thereof to any person or under any circumstance, shall to any extent
be invalid or unenforceable, the remainder of this Agreement, or the application of such terms to the persons or under circumstances
other than those as to which it is invalid or unenforceable, shall be considered severable and shall not be affected thereby,
and each term of this Agreement shall be valid and enforceable to the fullest extent permitted by law. The invalid or unenforceable
provisions shall, to the extent permitted by law, be deemed amended and given such interpretation as to achieve the economic intent
of this Agreement.



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17.        Waiver.
The failure of any party to insist in any one instance or more upon strict performance of any of the terms and conditions hereof,
or to exercise any right or privilege herein conferred, shall not be construed as a waiver of such terms, conditions, rights or
privileges, but same shall continue to remain in full force and effect. Any waiver by any party of any violation of, breach of
or default under any provision of this Agreement by the other party shall not be construed as, or constitute, a continuing waiver
of such provision, or waiver of any other violation of, breach of or default under any other provision of this Agreement.


18.        Successors
and Assigns. This Agreement shall be binding upon the Company and any successors and assigns of the Company. Neither this
Agreement nor any right or obligation hereunder may be assigned by the Executive. The Company may assign this Agreement and its
right and obligations hereunder, in whole or in part.


19.        Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together
shall constitute one and the same instrument.


20.        Headings.
Headings in this Agreement are for reference purposes only and shall not be deemed to have any substantive effect.


21.        Opportunity
to Seek Advice. The Executive acknowledges and confirms that he has had the opportunity to seek such legal, financial and
other advice and representation as he has deemed appropriate in connection with this Agreement, that the Executive is fully aware
of its legal effect, and that Executive has entered into it freely based on the Executive’s
judgment and not on any representations or promises other than those contained in this Agreement.


22.        Withholding
and Payroll Practices. All salary, severance payments, bonuses or benefits payments made by the Company under this Agreement
shall be net of any tax or other amounts required to be withheld by the Company under applicable law and shall be paid in the
ordinary course pursuant to the Company’s then existing payroll practices.


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


 


[The
next page is the signature page]


 



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	 	EXECUTIVE:	 
	 	 	 
	 	/s/ John
    S. Henderson IV	 
	 	John S. Henderson IV	 


 


	 	DYNASTAR HOLDINGS, INC.	 
	 	 	 
	 	By:	/s/
    Kenneth Spiegeland	 
	 	 	Name: Kenneth Spiegeland	 
	 	 	Title: Chief Executive Officer	 


 



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Schedule
A


 


	1.	Employment Period: 36 calendar months.
	2.	Employment


 


	 	a.	Title: President, Chief Executive Officer and Director
	 	b.	Executive Duties:


 


Executive’s
duties and responsibilities shall generally include all rights, duties and responsibilities customarily associated with the executive
position of Chief Executive Officer, President and Director. During the term of this Agreement, Executive shall report directly
to the Board of Directors of the Company. Any change of Executive’s position, rights, responsibilities, duties, reporting
obligations, compensation, benefits or job description or any change in the control or ownership of the Company, without the express
written consent of Executive, shall constitute a material breach of this Agreement and, at the discretion of Executive, may be
treated as a constructive termination of the employment relationship without just cause subject to all the rights and obligation
associated with the termination provisions provided in this Agreement. Executive shall have the following specific duties and
obligations:


	 	a.	Oversee all aspects of the management,
    operations, and finances of the Company and of Dynastar Ventures, Inc., the Company’s wholly owned operating subsidiary
    (“DVI”);
	 	 	 
	 	b.	Receive regular and direct reports from all
    executive officers of the Company and of DVI;
	 	 	 
	 	c.	Advise the Board of Directors of the Company
    regarding all aspects of the management, operations and finances of the Company and of DVI;
	 	 	 
	 	d.	Direct, as a primary resource, all communications
    regarding the affairs of the Company to the media, community and industry resources and all other outside concerns;
	 	 	 
	 	e.	Develop and advance meaningful vision, strategies
    and objectives that drive and direct all aspects and affairs of the Company; and
	 	 	 
	 	f.	Motivate all officers, managers and Executives
    in the development of an appropriate business culture and ethic.


 





	3.	Base Salary:  $210,000
    per year.
	5.	(a). Initial Stock Option Grant










 





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Upon
the closing of the merger by and among the Company, Dynastar Acquisition Corp. and Dynastar Ventures, Inc. (the “Merger”),
Mr. Henderson shall be issued a Company option under the Company’s 2011 Incentive Stock Option Plan to purchase one million
(1,000,000) shares of the Company’s common stock vesting in three equal annual installments beginning on the first anniversary
of the merger closing date, with an exercise price of $0.22 per share and an expiration date
of five years from the date of issuance. This option is intended to be issued as an incentive stock option under the IRC requirements
for 10% stockholders.


	5.	(c). Vacation:  Four (4) weeks.
	6	(e). Severance Period:  To be determined.
	15 	(b). Executive Contact Information:


 








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