0001144204-12-068193 Sample Contracts

STOCK OPTIONS AGREEMENT DYNASTAR HOLDINGS, INC. Non-qualified Stock Options Agreement
Stock 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 ").

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CONSULTING SERVICES AGREEMENT
Consulting 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”).

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, 2012
Asset 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 32413
Services 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.

CONSULTING SERVICES AGREEMENT
Consulting 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”).

Revised, July 23, 2012
Binding Offer • December 17th, 2012 • Dynastar Holdings, Inc. • Services-business services, nec • New York
Escrow Agreement
Escrow 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 Agreement
Registration 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").

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