Exhibit
4.1


 


STARLIGHT
SUPPLY CHAIN MANAGEMENT COMPANY


 


AMENDMENT
NO. 1 TO


2016
OMNIBUS INCENTIVE PLAN


 


Effective
January 28, 2017


 


STARLIGHT
SUPPLY CHAIN MANAGEMENT COMPANY


2016
OMNIBUS INCENTIVE PLAN


 


ARTICLE
I


 


PURPOSE
AND ADOPTION OF THE PLAN


 


1.01.      Purpose.
The purpose of the Starlight Supply Chain Management Company 2016 Omnibus Incentive Plan (as amended from time to time, the "Plan")
is to assist in attracting and retaining highly competent employees, directors and consultants to act as an incentive in motivating
selected employees, directors and consultants of the Company and its Subsidiaries to achieve long-term corporate objectives and
to enable stock-based and cash-based incentive awards to qualify as performance-based compensation for purposes of the tax deduction
limitations under Section 162(m) of the Code.


 


1.02.      Adoption
and Term. The Plan has been approved by the Board and stockholders of the Company to be effective as of November 1, 2016 (the
“Effective Date”). The Plan shall remain in effect until the tenth anniversary of the Effective Date, or until terminated
by action of the Board, whichever occurs sooner.


  


ARTICLE
II


 


DEFINITIONS


 


For
the purpose of this Plan, capitalized terms shall have the following meanings:


 


2.01.      Affiliate means
an entity in which, directly or indirectly through one or more intermediaries, the Company has at least a fifty percent (50%)
ownership interest or, where permissible under Section 409A of the Code, at least a twenty percent (20%) ownership interest; provided, however,
for purposes of any grant of an Incentive Stock Option, “Affiliate” means a corporation which, for purposes of Section
424 of the Code, is a parent or subsidiary of the Company, directly or indirectly.


 


2.02.      Award means
any one or a combination of Non-Qualified Stock Options or Incentive Stock Options described in Article VI, Stock Appreciation
Rights described in Article VI, Restricted Shares and Restricted Stock Units described in Article VII, Performance Awards described
in Article VIII, other stock-based Awards described in Article IX, short-term cash incentive Awards described in Article X or
any other Award made under the terms of the Plan.


 


2.03.      Award
Agreement means a written agreement between the Company and a Participant or a written acknowledgment from the Company
to a Participant specifically setting forth the terms and conditions of an Award granted under the Plan.


 








     

     


    




 


2.04.       Award
Period means, with respect to an Award, the period of time, if any, set forth in the Award Agreement during which specified
target performance goals must be achieved or other conditions set forth in the Award Agreement must be satisfied.


 


2.05.       Beneficiary means
an individual, trust or estate who or which, by a written designation of the Participant filed with the Company, or if no such
written designation is filed, by operation of law, succeeds to the rights and obligations of the Participant under the Plan and
the Award Agreement upon the Participant's death.


 


2.06.       Board means
the Board of Directors of the Company.


 


2.07.       Change
in Control means, and shall be deemed to have occurred upon the occurrence of, any one of the following events:


 


(a)       The
acquisition in one or more transactions, other than from the Company, by any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Exchange Act), other than the Company, an Affiliate or any employee benefit plan (or related
trust) sponsored or maintained by the Company or an Affiliate, of beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of a number of Company Voting Securities in excess of 25% of the Company Voting Securities unless such
acquisition has been approved by the Board;


 


(b)       Any
election has occurred of persons to the Board that causes two-thirds of the Board to consist of persons other than (i) persons
who were members of the Board on the Effective Date of the Plan and (ii) persons who were nominated for election as members of
the Board at a time when two-thirds of the Board consisted of persons who were members of the Board on the Effective Date of the
Plan, provided, however, that any person nominated for election by a Board at least two-thirds of whom constituted persons described
in clauses (i) and/or (ii) or by persons who were themselves nominated by such Board shall, for this purpose, be deemed to have
been nominated by a Board composed of persons described in clause (i);


 


(c)       The
consummation (i.e. closing) of a reorganization, merger or consolidation involving the Company, unless, following
such reorganization, merger or consolidation, all or substantially all of the individuals and entities who were the respective
beneficial owners of the Outstanding Common Stock and Company Voting Securities immediately prior to such reorganization, merger
or consolidation, following such reorganization, merger or consolidation beneficially own, directly or indirectly, more than 75%
of, respectively, the then outstanding shares of Common Stock and the combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors or trustees, as the case may be, of the entity resulting from such reorganization,
merger or consolidation in substantially the same proportion as their ownership of the Outstanding Common Stock and Company Voting
Securities immediately prior to such reorganization, merger or consolidation, as the case may be;


 


(d)       The
consummation (i.e. closing) of a sale or other disposition of all or substantially all the assets of the Company,
unless, following such sale or disposition, all or substantially all of the individuals and entities who were the respective beneficial
owners of the Outstanding Common Stock and Company Voting Securities immediately prior to such sale or disposition, following
such sale or disposition beneficially own, directly or indirectly, more than 75% of, respectively, the then outstanding shares
of Common Stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election
of directors or trustees, as the case may be, of the entity purchasing such assets in substantially the same proportion as their
ownership of the Outstanding Common Stock and Company Voting Securities immediately prior to such sale or disposition, as the
case may be; or


 


(e)       a
complete liquidation or dissolution of the Company.


 


2.08.       Code means
the Internal Revenue Code of 1986, as amended. References to a section of the Code shall include that section and any comparable
section or sections of any future legislation that amends, supplements or supersedes said section.


 


2.09.       Committee means
the Compensation Committee of the Board or the Board of Directors if there is no separate Compensation Committee.


 


2.10.       Common
Stock means the common stock of the Company, par value $0.001 per share.


 


2.11.       Company means
Starlight Supply Chain Management Company, a Nevada corporation, and its successors.


 






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2.12.       Company
Voting Securities means the combined voting power of all outstanding voting securities of the Company entitled to vote
generally in the election of directors to the Board.


 


2.13.       Date
of Grant means the date designated by the Committee as the date as of which it grants an Award, which shall not be earlier
than the date on which the Committee approves the granting of such Award.


 


2.14.       Dividend
Equivalent Account means a bookkeeping account in accordance with Section 11.17 and related to an Award that is credited
with the amount of any cash dividends or stock distributions that would be payable with respect to the shares of Common Stock
subject to such Awards had such shares been outstanding shares of Common Stock.


 


2.15        Exchange
Act means the Securities Exchange Act of 1934, as amended.


 


2.16.       Exercise
Price means, with respect to a Stock Appreciation Right, the amount established by the Committee in the Award Agreement
which is to be subtracted from the Fair Market Value on the date of exercise in order to determine the amount of the payment to
be made to the Participant, as further described in Section 6.02(b).


 


2.17.      Fair
Market Value means, as of any applicable date: (i) if the Common Stock is listed on a national securities exchange or
is authorized for quotation on the Nasdaq National Market System (“NMS”), the closing sales price of the Common Stock
on the exchange or NMS, as the case may be, on that date, or, if no sale of the Common Stock occurred on that date, on the next
preceding date on which there was a reported sale; or (ii) if none of the above apply, the closing bid price as reported by the
Nasdaq SmallCap Market on that date, or if no price was reported for that date, on the next preceding date for which a price was
reported; or (iii) if none of the above apply, the last reported bid price published in the “pink sheets” or on one
of the other markets of the OTC Markets Group, as the case may be; or (iv) if none of the above apply, the fair market value of
the Common Stock as determined under procedures established by the Committee.


 


2.18.      Incentive
Stock Option means a stock option within the meaning of Section 422 of the Code.


 


2.19.      Merger means
any merger, reorganization, consolidation, exchange, transfer of assets or other transaction having similar effect involving the
Company.


 


2.20.      Non-Qualified
Stock Option means a stock option which is not an Incentive Stock Option.


 


2.21       Non-Vested
Share means shares of the Company Common Stock issued to a Participant in respect of the non-vested portion of an Option
in the event of the early exercise of such Participant’s Options pursuant to such Participant’s Award Agreement, as
permitted in Section 6.06 below.


 


2.22.      Options means
all Non-Qualified Stock Options and Incentive Stock Options granted at any time under the Plan.


 


2.23.      Outstanding
Common Stock means, at any time, the issued and outstanding shares of Common Stock.


 


2.24.      Participant means
a person designated to receive an Award under the Plan in accordance with Section 5.01.


 


2.25.      Performance
Awards means Awards granted in accordance with Article VIII.


  


2.26.      Performance
Goals means net sales, units sold or growth in units sold, return on stockholders' equity, customer satisfaction or retention,
return on investment or working capital, operating income, economic value added (the amount, if any, by which net operating income
after tax exceeds a reference cost of capital), EBITDA (as net income (loss) before net interest expense, provision (benefit)
for income taxes, and depreciation and amortization), expense targets, net income, earnings per share, share price, reductions
in inventory, inventory turns, on-time delivery performance, operating efficiency, productivity ratios, market share or change
in market share, any one of which may be measured with respect to the Company or any one or more of its Subsidiaries and divisions
and either in absolute terms or as compared to another company or companies, and quantifiable, objective measures of individual
performance relevant to the particular individual's job responsibilities.


 






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2.27.      Plan has
the meaning given to such term in Section 1.01.


 


2.28.      Purchase
Price, with respect to Options, shall have the meaning set forth in Section 6.01(b).


 


2.29.      Restricted
Shares means Common Stock subject to restrictions imposed in connection with Awards granted under Article VII.


 


2.30.      Restricted
Stock Unit means a unit representing the right to receive Common Stock or the value thereof in the future
subject to restrictions imposed in connection with Awards granted under Article VII.


 


2.31.      Rule
16b-3 means Rule 16b-3 promulgated by the Securities and Exchange Commission under Section 16 of the Exchange Act, as
the same may be amended from time to time, and any successor rule.


 


2.32.      Stock
Appreciation Rights means awards granted in accordance with Article VI.


 


2.33       Subsidiary means
an Affiliate of the Company, as defined in Section 2.01, and shall include an entity which is controlled, directly or indirectly
through one or more intermediaries, by the Company through a variable interest entity arrangement.


 


2.34      Termination
of Service means the voluntary or involuntary termination of a Participant’s service as an employee, director or
consultant with the Company or an Affiliate for any reason, including death, disability, retirement or as the result of the divestiture
of the Participant's employer or any similar transaction in which the Participant's employer ceases to be the Company or one of
its Subsidiaries. Whether entering military or other government service shall constitute Termination of Service, or whether and
when a Termination of Service shall occur as a result of disability, shall be determined in each case by the Committee in its
sole discretion.


 


ARTICLE
III


 


ADMINISTRATION


 


3.01.       Committee.


 


(a)       Duties
and Authority. The Plan shall be administered by the Committee and the Committee shall have exclusive and final authority
in each determination, interpretation or other action affecting the Plan and its Participants. The Committee shall have the sole
discretionary authority to interpret the Plan, to establish and modify administrative rules for the Plan, to impose such conditions
and restrictions on Awards as it determines appropriate and to make all factual determinations with respect to and take such steps
in connection with the Plan and Awards granted hereunder as it may deem necessary or advisable. The Committee shall not, however,
have or exercise any discretion that would disqualify amounts payable under Article X as performance-based compensation for purposes
of Section 162(m) of the Code. The Committee may delegate such of its powers and authority under the Plan as it deems appropriate
to a subcommittee of the Committee or designated officers or employees of the Company. In addition, the full Board may exercise
any of the powers and authority of the Committee under the Plan. In the event of such delegation of authority or exercise of authority
by the Board, references in the Plan to the Committee shall be deemed to refer, as appropriate, to the delegate of the Committee
or the Board. Actions taken by the Committee or any subcommittee thereof, and any delegation by the Committee to designated officers
or employees, under this Section 3.01 shall comply with Section 16(b) of the Exchange Act, the performance-based provisions of
Section 162(m) of the Code, and the regulations promulgated under each of such statutory provisions, or the respective successors
to such statutory provisions or regulations, as in effect from time to time, to the extent applicable.


 


(b)       Indemnification.
Each person who is or shall have been a member of the Board or the Committee, or an officer or employee of the Company to whom
authority was delegated in accordance with the Plan shall be indemnified and held harmless by the Company against and from any
loss, cost, liability or expense that may be imposed upon or reasonably incurred by such individual in connection with or resulting
from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason
of any action taken or failure to act under the Plan and against and from any and all amounts paid by him or her in settlement
thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such action, suit, or
proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend
the same before he or she undertakes to handle and defend it on his or her own behalf; provided, however, that the foregoing indemnification
shall not apply to any loss, cost, liability, or expense that is a result of his or her own willful misconduct. The foregoing
right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under
the Company’s Certificate of Incorporation or Bylaws, conferred in a separate agreement with the Company, as a matter of
law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.


 






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ARTICLE
IV


 


SHARES


 


4.01.      Number
of Shares Issuable. The total number of shares initially authorized to be issued under the Plan shall be 1,500,000,000 shares of
Common Stock. The foregoing share limit shall be subject to adjustment in accordance with Section 11.07. The shares to be offered
under the Plan shall be authorized and unissued Common Stock, or issued Common Stock that shall have been reacquired by the Company.


 


4.02.      Shares
Subject to Terminated Awards. Common Stock covered by any unexercised portions of terminated or forfeited Options (including
canceled Options) granted under Article VI, Restricted Stock or Restricted Stock Units forfeited as provided in Article VII, other
stock-based Awards terminated or forfeited as provided under the Plan, and Common Stock subject to any Awards that are otherwise
surrendered by the Participant may again be subject to new Awards under the Plan. Shares of Common Stock surrendered to or withheld
by the Company in payment or satisfaction of the Purchase Price of an Option or tax withholding obligation with respect to an
Award shall be available for the grant of new Awards under the Plan. In the event of the exercise of Stock Appreciation Rights,
whether or not granted in tandem with Options, only the number of shares of Common Stock actually issued in payment of such Stock
Appreciation Rights shall be charged against the number of shares of Common Stock available for the grant of Awards hereunder.


 


ARTICLE
V


 


PARTICIPATION


 


5.01.      Eligible
Participants. Participants in the Plan shall be such employees, directors and consultants of the Company and its Subsidiaries
as the Committee, in its sole discretion, may designate from time to time. The Committee's designation of a Participant in any
year shall not require the Committee to designate such person to receive Awards or grants in any other year. The designation of
a Participant to receive Awards or grants under one portion of the Plan does not require the Committee to include such Participant
under other portions of the Plan. The Committee shall consider such factors as it deems pertinent in selecting Participants and
in determining the type and amount of their respective Awards. Subject to adjustment in accordance with Section 11.07, in any
calendar year, no Participant shall be granted Awards in respect of more than 1.5 million shares of Common Stock (whether through
grants of Options or Stock Appreciation Rights or other Awards of Common Stock or rights with respect thereto) or cash-based Awards
for more than $1 million.


 


ARTICLE
VI


 


STOCK
OPTIONS AND STOCK APPRECIATION RIGHTS


 


6.01.       Option
Awards.


 


(a)       Grant
of Options. The Committee may grant, to such Participants as the Committee may select, Options entitling the Participant to
purchase shares of Common Stock from the Company in such number, at such price and on such terms and subject to such conditions,
not inconsistent with the terms of this Plan, as may be established by the Committee. The terms of any Option granted under this
Plan shall be set forth in an Award Agreement.


 






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(b)       Purchase
Price of Options. Subject to the requirements applicable to Incentive Stock Options under Section 6.01(d), the Purchase Price
of each share of Common Stock which may be purchased upon exercise of any Option granted under the Plan shall be determined by
the Committee.


 


(c)       Designation
of Options. The Committee shall designate, at the time of the grant of each Option, the Option as an Incentive Stock Option
or a Non-Qualified Stock Option; provided, however,that an Option may be designated as an Incentive Stock Option only
if the applicable Participant is an employee of the Company on the Date of Grant.


 


(d)       Special
Incentive Stock Option Rules. No Participant may be granted Incentive Stock Options under the Plan (or any other plans of
the Company) that would result in Incentive Stock Options to purchase shares of Common Stock with an aggregate Fair Market Value
(measured on the Date of Grant) of more than $100,000 first becoming exercisable by the Participant in any one calendar year.
Notwithstanding any other provision of the Plan to the contrary, the Exercise Price of each Incentive Stock Option shall be equal
to or greater than the Fair Market Value of the Common Stock subject to the Incentive Stock Option as of the Date of Grant of
the Incentive Stock Option; provided, however, that no Incentive Stock Option shall be granted to any person who, at
the time the Option is granted, owns stock (including stock owned by application of the constructive ownership rules in Section
424(d) of the Code) possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company,
unless at the time the Incentive Stock Option is granted the price of the Option is at least one hundred ten percent (110%) of
the Fair Market Value of the Common Stock subject to the Incentive Stock Option and the Incentive Stock Option by its terms is
not exercisable for more than five years from the Date of Grant.


 


(e)       Rights
As a Stockholder. A Participant or a transferee of an Option pursuant to Section 11.04 shall have no rights as a stockholder
with respect to Common Stock covered by an Option until the Participant or transferee shall have become the holder of record of
any such shares, and no adjustment shall be made for dividends in cash or other property or distributions or other rights with
respect to any such Common Stock for which the record date is prior to the date on which the Participant or a transferee of the
Option shall have become the holder of record of any such shares covered by the Option; provided, however, that Participants are
entitled to share adjustments to reflect capital changes under Section 11.07.


 


6.02.       Stock
Appreciation Rights.


 


(a)       Stock
Appreciation Right Awards. The Committee is authorized to grant to any Participant one or more Stock Appreciation Rights.
Such Stock Appreciation Rights may be granted either independent of or in tandem with Options granted to the same Participant.
Stock Appreciation Rights granted in tandem with Options may be granted simultaneously with, or, in the case of Non-Qualified
Stock Options, subsequent to, the grant to such Participant of the related Option; provided however, that: (i) any Option covering
any share of Common Stock shall expire and not be exercisable upon the exercise of any Stock Appreciation Right with respect to
the same share, (ii) any Stock Appreciation Right covering any share of Common Stock shall expire and not be exercisable upon
the exercise of any related Option with respect to the same share, and (iii) an Option and Stock Appreciation Right covering the
same share of Common Stock may not be exercised simultaneously. Upon exercise of a Stock Appreciation Right with respect to a
share of Common Stock, the Participant shall be entitled to receive an amount equal to the excess, if any, of (A) the Fair Market
Value of a share of Common Stock on the date of exercise over (B) the Exercise Price of such Stock Appreciation Right established
in the Award Agreement, which amount shall be payable as provided in Section 6.02(c).


 


(b)       Exercise
Price. The Exercise Price established under any Stock Appreciation Right granted under this Plan shall be determined by the
Committee, but in the case of Stock Appreciation Rights granted in tandem with Options shall not be less than the Purchase Price
of the related Option. Upon exercise of Stock Appreciation Rights granted in tandem with options, the number of shares subject
to exercise under any related Option shall automatically be reduced by the number of shares of Common Stock represented by the
Option or portion thereof which are surrendered as a result of the exercise of such Stock Appreciation Rights.


 






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(c)        Payment
of Incremental Value. Any payment which may become due from the Company by reason of a Participant's exercise of a Stock Appreciation
Right may be paid to the Participant as determined by the Committee (i) all in cash, (ii) all in Common Stock, or (iii) in any
combination of cash and Common Stock. In the event that all or a portion of the payment is made in Common Stock, the number of
shares of Common Stock delivered in satisfaction of such payment shall be determined by dividing the amount of such payment or
portion thereof by the Fair Market Value on the Exercise Date. No fractional share of Common Stock shall be issued to make any
payment in respect of Stock Appreciation Rights; if any fractional share would be issuable, the combination of cash and Common
Stock payable to the Participant shall be adjusted as directed by the Committee to avoid the issuance of any fractional share.


 


6.03.       Terms
of Stock Options and Stock Appreciation Rights.


 


(a)       Conditions
on Exercise. An Award Agreement with respect to Options or Stock Appreciation Rights may contain such waiting periods, exercise
dates and restrictions on exercise (including, but not limited to, periodic installments) as may be determined by the Committee
at the time of grant. In the event the Committee grants an Option or Stock Appreciation Right that would be subject to Section
409A of the Code, the Committee may include such additional terms, conditions and restrictions on the exercise of such Option
or Stock Appreciation Right as the Committee deems necessary or advisable in order to comply with the requirements of Section
409A of the Code.


  


(b)          Duration
of Options and Stock Appreciation Rights. Options and Stock Appreciation Rights shall terminate upon the first to occur of
the following events:


 


(i)       Expiration
of the Option or Stock Appreciation Right as provided in the Award Agreement; or


 


(ii)      Termination
of the Award in the event of a Participant's disability, retirement, death or other Termination of Service as provided in the
Award Agreement; or


 


(iii)     In
the case of an Incentive Stock Option, ten years from the Date of Grant (five years in certain cases, as described in Section
6.01(d)); or


 


(iv)     Solely
in the case of a Stock Appreciation Right granted in tandem with an Option, upon the expiration of the related Option.


 


(c)        Acceleration
or Extension of Exercise Time. The Committee, in its sole discretion, shall have the right (but shall not be obligated), exercisable
on or at any time after the Date of Grant, to permit the exercise of an Option or Stock Appreciation Right (i) prior to the time
such Option or Stock Appreciation Right would become exercisable under the terms of the Award Agreement, (ii) after the termination
of the Option or Stock Appreciation Right under the terms of the Award Agreement, or (iii) after the expiration of the Option
or Stock Appreciation Right.


 


6.04.      Exercise
Procedures. Each Option and Stock Appreciation Right granted under the Plan shall be exercised under such procedures and by
such methods as the Board may establish or approve from time to time. The Purchase Price of shares purchased upon exercise of
an Option granted under the Plan shall be paid in full in cash by the Participant pursuant to the Award Agreement; provided, however,
that the Committee may (but shall not be required to) permit payment to be made (a) by delivery to the Company of shares of Common
Stock held by the Participant, (b) by a “net exercise” method under which the Company reduces the number of shares
of Common Stock issued upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate
Exercise Price, or (c) such other consideration as the Committee deems appropriate and in compliance with applicable law (including
payment under an arrangement constituting a brokerage transaction as permitted under the provisions of Regulation T applicable
to cashless exercises promulgated by the Federal Reserve Board, unless prohibited by Section 402 of the Sarbanes-Oxley Act of
2002). In the event that any Common Stock shall be transferred to the Company to satisfy all or any part of the Purchase Price,
the part of the Purchase Price deemed to have been satisfied by such transfer of Common Stock shall be equal to the product derived
by multiplying the Fair Market Value as of the date of exercise times the number of shares of Common Stock transferred to the
Company. The Participant may not transfer to the Company in satisfaction of the Purchase Price any fractional share of Common
Stock. Any part of the Purchase Price paid in cash upon the exercise of any Option shall be added to the general funds of the
Company and may be used for any proper corporate purpose. Unless the Committee shall otherwise determine, any Common Stock transferred
to the Company as payment of all or part of the Purchase Price upon the exercise of any Option shall be held as treasury shares.


 






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6.05.      Change
in Control. Unless otherwise provided by the Committee in the applicable Award Agreement, in the event of a Change in Control,
no accelerated vesting of any Options or Stock Appreciation Rights outstanding on the date of such Change in Control shall occur.


 


6.06      Early
Exercise. An Option may, but need not, include a provision by which the Participant may elect to exercise the Option
in whole or in part prior to the date the Option is fully vested. The provision may be included in the Award Agreement at the
time of grant of the Option or may be added to the Award Agreement by amendment at a later time. In the event of an early exercise
of an Option, any shares of Common Stock received shall be subject to a special repurchase right in favor of the Company with
terms established by the Board. The Board shall determine the time and/or the event that causes the repurchase right to terminate
and fully vest the Common Stock in the Participant. Alternatively, in the sole discretion of the Board, one or more Participants
may be granted stock purchase rights allowing them to purchase shares of Common Stock outright, subject to conditions and restrictions
as the Board may determine.


 


ARTICLE
VII


 


RESTRICTED
SHARES AND RESTRICTED STOCK UNITS


 


7.01.      Award
of Restricted Shares and Restricted Stock Units. The Committee may grant to any Participant an Award of
Restricted Shares consisting of a specified number of shares of Common Stock issued to the Participant subject to such terms,
conditions and forfeiture and transfer restrictions, whether based on performance standards, periods of service, retention by
the Participant of ownership of specified shares of Common Stock or other criteria, as the Committee shall establish. The Committee
may also grant Restricted Stock Units representing the right to receive shares of Common Stock in the future subject to such terms,
conditions and restrictions, whether based on performance standards, periods of service, retention by the Participant of ownership
of specified shares of Common Stock or other criteria, as the Committee shall establish. With respect to performance-based Awards
of Restricted Shares or Restricted Stock Units intended to qualify as "performance-based" compensation for purposes
of Section 162(m) of the Code, performance targets will consist of specified levels of one or more of the Performance Goals. The
terms of any Restricted Share and Restricted Stock Unit Awards granted under this Plan shall be set forth in an Award Agreement
which shall contain provisions determined by the Committee and not inconsistent with this Plan.


 


7.02        Restricted
Shares.


 


(a)       Issuance
of Restricted Shares. As soon as practicable after the Date of Grant of a Restricted Share Award by the Committee, the Company
shall cause to be transferred on the books of the Company, or its agent, Common Stock, registered on behalf of the Participant,
evidencing the Restricted Shares covered by the Award, but subject to forfeiture to the Company as of the Date of Grant if an
Award Agreement with respect to the Restricted Shares covered by the Award is not duly executed by the Participant and timely
returned to the Company. All Common Stock covered by Awards under this Article VII shall be subject to the restrictions, terms
and conditions contained in the Plan and the Award Agreement entered into by the Participant. Until the lapse or release of all
restrictions applicable to an Award of Restricted Shares, the share certificates representing such Restricted Shares may be held
in custody by the Company, its designee, or, if the certificates bear a restrictive legend, by the Participant. Upon the lapse
or release of all restrictions with respect to an Award as described in Section 7.02(d), one or more share certificates, registered
in the name of the Participant, for an appropriate number of shares as provided in Section 7.02(d), free of any restrictions set
forth in the Plan and the Award Agreement shall be delivered to the Participant.


 






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(b)       Stockholder
Rights. Beginning on the Date of Grant of the Restricted Share Award and subject to execution of the Award Agreement as provided
in Section 7.02(a), the Participant shall become a stockholder of the Company with respect to all shares subject to the Award
Agreement and shall have all of the rights of a stockholder, including, but not limited to, the right to vote such shares and
the right to receive dividends; provided, however, that any Common Stock distributed as a dividend or otherwise with respect to
any Restricted Shares as to which the restrictions have not yet lapsed, shall be subject to the same restrictions as such Restricted
Shares and held or restricted as provided in Section 7.02(a).


 


(c)       Restriction
on Transferability. None of the Restricted Shares may be assigned or transferred (other than by will or the laws of descent
and distribution, or to an inter vivos trust with respect to which the Participant is treated as the owner under Sections 671
through 677 of the Code, except to the extent that Section 16 of the Exchange Act limits a Participant's right to make such transfers),
pledged or sold prior to lapse of the restrictions applicable thereto.


 


(d)       Delivery
of Shares Upon Vesting. Upon expiration or earlier termination of the forfeiture period without a forfeiture and the satisfaction
of or release from any other conditions prescribed by the Committee, or at such earlier time as provided under the provisions
of Section 7.04, the restrictions applicable to the Restricted Shares shall lapse. As promptly as administratively feasible thereafter,
subject to the requirements of Section 11.05, the Company shall deliver to the Participant or, in case of the Participant's death,
to the Participant's Beneficiary, one or more share certificates for the appropriate number of shares of Common Stock, free of
all such restrictions, except for any restrictions that may be imposed by law.


 


(e)       Forfeiture
of Restricted Shares. Subject to Sections 7.02(f) and 7.04, all Restricted Shares shall be forfeited and returned to the Company
and all rights of the Participant with respect to such Restricted Shares shall terminate unless the Participant continues in the
service of the Company or an Affiliate as an employee until the expiration of the forfeiture period for such Restricted Shares
and satisfies any and all other conditions set forth in the Award Agreement. The Committee shall determine the forfeiture period
(which may, but need not, lapse in installments) and any other terms and conditions applicable with respect to any Restricted
Share Award.


 


(f)       Waiver
of Forfeiture Period. Notwithstanding anything contained in this Article VII to the contrary, the Committee may, in its sole
discretion, waive the forfeiture period and any other conditions set forth in any Award Agreement under appropriate circumstances
(including the death, disability or retirement of the Participant or a material change in circumstances arising after the date
of an Award) and subject to such terms and conditions (including forfeiture of a proportionate number of the Restricted Shares)
as the Committee shall deem appropriate.


 


7.03.      Restricted
Stock Units.


 


(a)       Settlement
of Restricted Stock Units. Payments shall be made to Participants with respect to their Restricted Stock Units as soon as
practicable after the Committee has determined that the terms and conditions applicable to such Award have been satisfied or at
a later date if distribution has been deferred. Payments to Participants with respect to Restricted Stock Units shall be made
in the form of Common Stock, or cash or a combination of both, as the Committee may determine. The amount of any cash to be paid
in lieu of Common Stock shall be determined on the basis of the Fair Market Value of the Common Stock on the date any such payment
is processed. As to shares of Common Stock which constitute all or any part of such payment, the Committee may impose such restrictions
concerning their transferability and/or their forfeiture as may be provided in the applicable Award Agreement or as the Committee
may otherwise determine, provided such determination is made on or before the date certificates for such shares are first delivered
to the applicable Participant.


 


(b)       Shareholder
Rights. Until the lapse or release of all restrictions applicable to an Award of Restricted Stock Units, no shares of Common
Stock shall be issued in respect of such Awards and no Participant shall have any rights as a shareholder of the Company with
respect to the shares of Common Stock covered by such Award of Restricted Stock Units.


 






    	 	9	 



     


    

 


(c)       Waiver
of Forfeiture Period. Notwithstanding anything contained in this Section 7.03 to the contrary, the Committee may, in its sole
discretion, waive the forfeiture period and any other conditions set forth in any Award Agreement under appropriate circumstances
(including the death, disability or retirement of the Participant or a material change in circumstances arising after the date
of an Award) and subject to such terms and conditions (including forfeiture of a proportionate number of shares issuable upon
settlement of the Restricted Stock Units constituting an Award) as the Committee shall deem appropriate.


  


(d)       Deferral
of Payment. If approved by the Committee and set forth in the applicable Award Agreement, a Participant may elect to defer
the amount payable with respect to the Participant’s Restricted Stock Units in accordance with such terms as may be established
by the Committee, subject to the requirements of Section 409A of the Code.


 


7.04      Change
in Control. Unless otherwise provided by the Committee in the applicable Award Agreement, no acceleration of the termination
of any of the restrictions applicable to Restricted Shares and Restricted Stock Unit Awards shall occur in the event of a Change
in Control.


 


ARTICLE
VIII


 


PERFORMANCE
AWARDS


 


8.01.        Performance
Awards.


 


(a)       Award
Periods and Calculations of Potential Incentive Amounts. The Committee may grant Performance Awards to Participants. A Performance
Award shall consist of the right to receive a payment (measured by the Fair Market Value of a specified number of shares of Common
Stock, increases in such Fair Market Value during the Award Period and/or a fixed cash amount) contingent upon the extent to which
certain predetermined performance targets have been met during an Award Period. The Award Period shall be two or more fiscal or
calendar years as determined by the Committee. The Committee, in its discretion and under such terms as it deems appropriate,
may permit newly eligible Participants, such as those who are promoted or newly hired, to receive Performance Awards after an
Award Period has commenced.


 


(b)       Performance
Targets. Subject to Section 11.18, the performance targets applicable to a Performance Award may include such goals related
to the performance of the Company or, where relevant, any one or more of its Subsidiaries or divisions and/or the performance
of a Participant as may be established by the Committee in its discretion. In the case of Performance Awards to "covered
employees" (as defined in Section 162(m) of the Code), the targets will be limited to specified levels of one or more of
the Performance Goals. The performance targets established by the Committee may vary for different Award Periods and need not
be the same for each Participant receiving a Performance Award in an Award Period.


 


(c)       Earning
Performance Awards. The Committee, at or as soon as practicable after the Date of Grant, shall prescribe a formula to determine
the percentage of the Performance Award to be earned based upon the degree of attainment of the applicable performance targets.


 


(d)       Payment
of Earned Performance Awards. Subject to the requirements of Section 11.05, payments of earned Performance Awards shall be
made in cash or Common Stock, or a combination of cash and Common Stock, in the discretion of the Committee. The Committee, in
its sole discretion, may define, and set forth in the applicable Award Agreement, such terms and conditions with respect to the
payment of earned Performance Awards as it may deem desirable.


 


8.02.      Termination
of Service. In the event of a Participant’s Termination of Service during an Award Period, the Participant’s Performance
Awards shall be forfeited except as may otherwise be provided in the applicable Award Agreement.


 


8.03.      Change
in Control. Unless otherwise provided by the Committee in the applicable Award Agreement, in the event of a Change in Control,
no accelerated vesting of any Performance Awards outstanding on the date of such Change in Control shall occur.


 






    	 	10	 



     


    

 


ARTICLE
IX


 


OTHER
STOCK-BASED AWARDS


 


9.01.      Grant
of Other Stock-Based Awards. Other stock-based awards, consisting of stock purchase rights (with or without loans to Participants
by the Company containing such terms as the Committee shall determine), Awards of Common Stock, or Awards valued in whole or in
part by reference to, or otherwise based on, Common Stock, may be granted either alone or in addition to or in conjunction with
other Awards under the Plan. Subject to the provisions of the Plan, the Committee shall have sole and complete authority to determine
the persons to whom and the time or times at which such Awards shall be made, the number of shares of Common Stock to be granted
pursuant to such Awards, and all other conditions of the Awards. Any such Award shall be confirmed by an Award Agreement executed
by the Committee and the Participant, which Award Agreement shall contain such provisions as the Committee determines to be necessary
or appropriate to carry out the intent of this Plan with respect to such Award.


 


9.02.      Terms
of Other Stock-Based Awards. In addition to the terms and conditions specified in the Award Agreement, Awards made pursuant
to this Article IX shall be subject to the following:


 


(a)       Any
Common Stock subject to Awards made under this Article IX may not be sold, assigned, transferred, pledged or otherwise encumbered
prior to the date on which the shares are issued, or, if later, the date on which any applicable restriction, performance or deferral
period lapses; and


  


(b)       If
specified by the Committee in the Award Agreement, the recipient of an Award under this Article IX shall be entitled to receive,
currently or on a deferred basis, interest or dividends or dividend equivalents with respect to the Common Stock or other securities
covered by the Award; and


 


(c)       The
Award Agreement with respect to any Award shall contain provisions dealing with the disposition of such Award in the event of
a Termination of Service prior to the exercise, payment or other settlement of such Award, whether such termination occurs because
of retirement, disability, death or other reason, with such provisions to take account of the specific nature and purpose of the
Award.


  


ARTICLE
X


 


SHORT-TERM
CASH INCENTIVE AWARDS


 


10.01.    Eligibility.
Executive officers of the Company who are from time to time determined by the Committee to be "covered employees" for
purposes of Section 162(m) of the Code will be eligible to receive short-term cash incentive awards under this Article X.


 


10.02.    Awards.


 


(a)       Performance
Targets. The Committee shall establish objective performance targets based on specified levels of one or more of the Performance
Goals. Such performance targets shall be established by the Committee on a timely basis to ensure that the targets are considered
"preestablished" for purposes of Section 162(m) of the Code.


 


(b)       Amounts
of Awards. In conjunction with the establishment of performance targets for a fiscal year or such other short-term performance
period established by the Committee, the Committee shall adopt an objective formula (on the basis of percentages of Participants'
salaries, shares in a bonus pool or otherwise) for computing the respective amounts payable under the Plan to Participants if
and to the extent that the performance targets are attained. Such formula shall comply with the requirements applicable to performance-based
compensation plans under Section 162(m) of the Code and, to the extent based on percentages of a bonus pool, such percentages
shall not exceed 100% in the aggregate.


 






    	 	11	 



     


    

 


(c)       Payment
of Awards. Awards will be payable to Participants in cash each year upon prior written certification by the Committee of attainment
of the specified performance targets for the preceding fiscal year or other applicable performance period.


 


(d)       Negative
Discretion. Notwithstanding the attainment by the Company of the specified performance targets, the Committee shall have the
discretion, which need not be exercised uniformly among the Participants, to reduce or eliminate the award that would be otherwise
paid.


 


(e)       Guidelines.
The Committee may adopt from time to time written policies for its implementation of this Article X. Such guidelines shall reflect
the intention of the Company that all payments hereunder qualify as performance-based compensation under Section 162(m) of the
Code.


 


(f)       Non-Exclusive
Arrangement. The adoption and operation of this Article X shall not preclude the Board or the Committee from approving other
short-term incentive compensation arrangements for the benefit of individuals who are Participants hereunder as the Board or Committee,
as the case may be, deems appropriate and in the best interest of the Company.


  


ARTICLE
XI


 


TERMS
APPLICABLE GENERALLY TO AWARDS


GRANTED
UNDER THE PLAN


 


11.01.    Plan
Provisions Control Award Terms. Except as provided in Section 11.16, the terms of the Plan shall govern all Awards granted
under the Plan, and in no event shall the Committee have the power to grant any Award under the Plan which is contrary to any
of the provisions of the Plan. In the event any provision of any Award granted under the Plan shall conflict with any term in
the Plan as constituted on the Date of Grant of such Award, the term in the Plan as constituted on the Date of Grant of such Award
shall control. Except as provided in Section 11.03 and Section 11.07, the terms of any Award granted under the Plan may not be
changed after the Date of Grant of such Award so as to materially decrease the value of the Award without the express written
approval of the holder.


 


11.02.    Award
Agreement. No person shall have any rights under any Award granted under the Plan unless and until the Company and the Participant
to whom such Award shall have been granted shall have executed and delivered an Award Agreement or received any other Award acknowledgment
authorized by the Committee expressly granting the Award to such person and containing provisions setting forth the terms of the
Award.


 


11.03.    Modification
of Award After Grant. No Award granted under the Plan to a Participant may be modified (unless such modification does not
materially decrease the value of the Award) after the Date of Grant except by express written agreement between the Company and
the Participant, provided that any such change (i) shall not be inconsistent with the terms of the Plan, and (ii) shall be approved
by the Committee.


 


11.04.    Limitation
on Transfer. Except as provided in Section 7.01(c) in the case of Restricted Shares, a Participant's rights and interest under
the Plan may not be assigned or transferred other than by will or the laws of descent and distribution, and during the lifetime
of a Participant, only the Participant personally (or the Participant's personal representative) may exercise rights under the
Plan. The Participant's Beneficiary may exercise the Participant's rights to the extent they are exercisable under the Plan following
the death of the Participant. Notwithstanding the foregoing, to the extent permitted under Section 16(b) of the Exchange Act with
respect to Participants subject to such Section, the Committee may grant Non-Qualified Stock Options that are transferable, without
payment of consideration, to immediate family members of the Participant or to trusts or partnerships for such family members,
and the Committee may also amend outstanding Non-Qualified Stock Options to provide for such transferability.


 






    	 	12	 



     


    

 


11.05.    Taxes.
The Company shall be entitled, if the Committee deems it necessary or desirable, to withhold (or secure payment from the Participant
in lieu of withholding) the amount of any withholding or other tax required by law to be withheld or paid by the Company with
respect to any amount payable and/or shares issuable under such Participant's Award, or with respect to any income recognized
upon a disqualifying disposition of shares received pursuant to the exercise of an Incentive Stock Option, and the Company may
defer payment or issuance of the cash or shares upon exercise or vesting of an Award unless indemnified to its satisfaction against
any liability for any such tax. The amount of such withholding or tax payment shall be determined by the Committee and shall be
payable by the Participant at such time as the Committee determines in accordance with the following rules:


 


(a)       The
Participant shall have the right to elect to meet his or her withholding requirement (i) by having withheld from such Award at
the appropriate time that number of shares of Common Stock, rounded down to the nearest whole share, whose Fair Market Value is
equal to the amount of withholding taxes due, (ii) by direct payment to the Company in cash of the amount of any taxes required
to be withheld with respect to such Award, or (iii) by a combination of shares and cash.


 


(b)       In
the case of Participants who are subject to Section 16 of the Exchange Act, the Committee may impose such limitations and restrictions
as it deems necessary or appropriate with respect to the delivery or withholding of shares of Common Stock to meet tax withholding
obligations.


 


11.06.    Surrender
of Awards; Authorization of Repricing. Any Award granted under the Plan may be surrendered to the Company for cancellation
on such terms as the Committee and the holder approve. Without requiring shareholder approval, the Committee may substitute a
new Award under this Plan in connection with the surrender by the Participant of an equity compensation award previously granted
under this Plan or any other plan sponsored by the Company, including the substitution or grant of (i) an Option or Stock Appreciation
Right with a lower exercise price than the Option or Stock Appreciation Right being surrendered, (ii) a different type of Award
upon the surrender or cancellation of an Option or Stock Appreciation Right with an exercise price above the Fair Market Value
of the underlying Common Stock on the date of such substitution or grant, or (iii) any other Award constituting a repricing of
an Option or Stock Appreciation Right.


 


11.07.    Adjustments
to Reflect Capital Changes.


 


(a)       Recapitalization.
In the event of any corporate event or transaction (including, but not limited to, a change in the Common Stock or the capitalization
of the Company) such as a merger, consolidation, reorganization, recapitalization, separation, partial or complete liquidation,
stock dividend, stock split, reverse stock split, split up, spin-off or other distribution of stock or property of the Company,
a combination or exchange of Common Stock, dividend in kind or other like change in capital structure, number of outstanding shares
of Common Stock, distribution (other than normal cash dividends) to shareholders of the Company or any similar corporate event
or transaction, the Committee, in order to prevent dilution or enlargement of Participants’ rights under this Plan, shall
make equitable and appropriate adjustments and substitutions, as applicable, to or of the number and kind of shares subject to
outstanding Awards, the Purchase Price or Exercise Price for such shares, the number and kind of shares available for future issuance
under the Plan and the maximum number of shares in respect of which Awards can be made to any Participant in any calendar year
and other determinations applicable to outstanding Awards. The Committee shall have the power and sole discretion to determine
the amount of the adjustment to be made in each case.


 


(b)       Merger.
In the event that the Company is a party to a Merger, outstanding Awards shall be subject to the agreement of merger or reorganization.
Such agreement may provide, without limitation, for the continuation of outstanding Awards by the Company (if the Company is a
surviving corporation), for their assumption by the surviving corporation or its parent or subsidiary, for the substitution by
the surviving corporation or its parent or subsidiary of its own awards for such Awards, for accelerated vesting and accelerated
expiration or for settlement in cash or cash equivalents.


 


(c)       Options
to Purchase Shares or Stock of Acquired Companies. After any Merger in which the Company or an Affiliate shall be a surviving
corporation, the Committee may grant substituted options under the provisions of the Plan, pursuant to Section 424 of the Code,
replacing old options granted under a plan of another party to the Merger whose shares or stock subject to the old options may
no longer be issued following the Merger. The foregoing adjustments and manner of application of the foregoing provisions shall
be determined by the Committee in its sole discretion. Any such adjustments may provide for the elimination of any fractional
shares which might otherwise become subject to any Options.


 






    	 	13	 



     


    

 


11.08.    No
Right to Continued Service. No person shall have any claim of right to be granted an Award under this Plan. Neither the Plan
nor any action taken hereunder shall be construed as giving any Participant any right to be retained in the service of the Company
or any of its Subsidiaries.


 


11.09.    Awards
Not Includable for Benefit Purposes. Payments received by a Participant pursuant to the provisions of the Plan shall not be
included in the determination of benefits under any pension, group insurance or other benefit plan applicable to the Participant
which is maintained by the Company or any of its Subsidiaries, except as may be provided under the terms of such plans or determined
by the Board.


  


11.10.    Governing
Law. All determinations made and actions taken pursuant to the Plan shall be governed by the laws of Nevada and
construed in accordance therewith.


 


11.11.    No
Strict Construction. No rule of strict construction shall be implied against the Company, the Committee or any other person
in the interpretation of any of the terms of the Plan, any Award granted under the Plan or any rule or procedure established by
the Committee.


 


11.12.    Compliance
with Rule 16b-3. It is intended that, unless the Committee determines otherwise, Awards under the Plan be eligible for exemption
under Rule 16b-3. The Board is authorized to amend the Plan and to make any such modifications to Award Agreements to comply with
Rule 16b-3, as it may be amended from time to time, and to make any other such amendments or modifications as it deems necessary
or appropriate to better accomplish the purposes of the Plan in light of any amendments made to Rule 16b-3.


 


11.13.    Captions.
The captions (i.e., all Section headings) used in the Plan are for convenience only, do not constitute a part of the Plan, and
shall not be deemed to limit, characterize or affect in any way any provisions of the Plan, and all provisions of the Plan shall
be construed as if no captions have been used in the Plan.


 


11.14.    Severability.
Whenever possible, each provision in the Plan and every Award at any time granted under the Plan shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision of the Plan or any Award at any time granted under
the Plan shall be held to be prohibited by or invalid under applicable law, then (i) such provision shall be deemed amended to
accomplish the objectives of the provision as originally written to the fullest extent permitted by law, and (ii) all other provisions
of the Plan and every other Award at any time granted under the Plan shall remain in full force and effect.


 


11.15.    Amendment
and Termination.


 


(a)       Amendment.
The Board shall have complete power and authority to amend the Plan at any time; provided, however, that the Board shall not,
without the requisite affirmative approval of stockholders of the Company, make any amendment which requires stockholder approval
under the Code or under any other applicable law or rule of any stock exchange which lists Common Stock or Company Voting Securities.
No termination or amendment of the Plan may, without the consent of the Participant to whom any Award shall theretofore have been
granted under the Plan, adversely affect the right of such individual under such Award.


 


(b)       Termination.
The Board shall have the right and the power to terminate the Plan at any time. No Award shall be granted under the Plan after
the termination of the Plan, but the termination of the Plan shall not have any other effect and any Award outstanding at the
time of the termination of the Plan may be exercised after termination of the Plan at any time prior to the expiration date of
such Award to the same extent such Award would have been exercisable had the Plan not terminated.


 


11.16.    Foreign
Qualified Awards. Awards under the Plan may be granted to such employees of the Company and its Subsidiaries who are residing
in foreign jurisdictions as the Committee in its sole discretion may determine from time to time. The Committee may adopt such
supplements to the Plan as may be necessary or appropriate to comply with the applicable laws of such foreign jurisdictions and
to afford Participants favorable treatment under such laws; provided, however, that no Award shall be granted under any such supplement
with terms or conditions inconsistent with the provisions set forth in the Plan.


 






    	 	14	 



     


    

 


11.17.    Dividend
Equivalents. For any Award granted under the Plan, the Committee shall have the discretion, upon the Date of Grant or thereafter,
to establish a Dividend Equivalent Account with respect to the Award, and the applicable Award Agreement or an amendment thereto
shall confirm such establishment. If a Dividend Equivalent Account is established, the following terms shall apply:


 


(a)       Terms
and Conditions. Dividend Equivalent Accounts shall be subject to such terms and conditions as the Committee shall determine
and as shall be set forth in the applicable Award Agreement. Such terms and conditions may include, without limitation, for the
Participant’s Account to be credited as of the record date of each cash dividend on the Common Stock with an amount equal
to the cash dividends which would be paid with respect to the number of shares of Common Stock then covered by the related Award
if such shares of Common Stock had been owned of record by the Participant on such record date.


 


(b)       Unfunded
Obligation. Dividend Equivalent Accounts shall be established and maintained only on the books and records of the Company
and no assets or funds of the Company shall be set aside, placed in trust, removed from the claims of the Company's general creditors
or otherwise made available until such amounts are actually payable as provided hereunder.


 


11.18     Adjustment
of Performance Goals and Targets. Notwithstanding any provision of the Plan to the contrary, the Committee shall have
the authority to adjust any Performance Goal, performance target or other performance-based criteria established with respect
to any Award under the Plan if circumstances occur (including, but not limited to, unusual or nonrecurring events, changes in
tax laws or accounting principles or practices or changed business or economic conditions) that cause any such Performance Goal,
performance target or performance-based criteria to be inappropriate in the judgment of the Committee; provided, that with respect
to any Award that is intended to qualify for the "performance-based compensation" exception under Section 162(m) of
the Code and the regulations thereunder, any adjustment by the Committee shall be consistent with the requirements of Section
162(m) and the regulations thereunder.


 


11.19     Legality
of Issuance. Notwithstanding any provision of this Plan or any applicable Award Agreement to the contrary, the Committee
shall have the sole discretion to impose such conditions, restrictions and limitations (including suspending exercises of Options
or Stock Appreciation Rights and the tolling of any applicable exercise period during such suspension) on the issuance of Common
Stock with respect to any Award unless and until the Committee determines that such issuance complies with (i) any applicable
registration requirements under the Securities Act of 1933 or the Committee has determined that an exemption therefrom is available,
(ii) any applicable listing requirement of any stock exchange on which the Common Stock is listed, (iii) any applicable Company
policy or administrative rules, and (iv) any other applicable provision of state, federal or foreign law, including foreign securities
laws where applicable.


 


11.20     Restrictions
on Transfer. Regardless of whether the offering and sale of Common Stock under the Plan have been registered under the
Securities Act of 1933 or have been registered or qualified under the securities laws of any state, the Company may impose restrictions
upon the sale, pledge or other transfer of such Common Stock (including the placement of appropriate legends on stock certificates)
if, in the judgment of the Company and its counsel, such restrictions are necessary or desirable to achieve compliance with the
provisions of the Securities Act of 1933, the securities laws of any state, the United States or any other applicable foreign
law.


 


11.21     Further
Assurances. As a condition to receipt of any Award under the Plan, a Participant shall agree, upon demand of the Company,
to do all acts and execute, deliver and perform all additional documents, instruments and agreements which may be reasonably required
by the Company, to implement the provisions and purposes of the Plan.


 






    	 	15	 



     


    

 







Exhibit
A


 


NOTICE
OF GRANT OF [INCENTIVE/NON-QUALIFIED] STOCK OPTION AWARD


 


STARLIGHT
SUPPLY CHAIN MANAGEMENT COMPANY


2016
OMNIBUS INCENTIVE PLAN


 


FOR
GOOD AND VALUABLE CONSIDERATION, Starlight Supply Chain Management Company (the “Company”) hereby grants, pursuant
to the provisions of the Company’s 2016 OMNIBUS INCENTIVE PLAN (the “Plan”), to the Participant designated in
this Notice of Grant of [Incentive/Non-Qualified] Stock Option Award (the “Notice”) an option to
purchase the number of shares of the Common Stock of the Company set forth in the Notice (the “Shares”), subject to
certain restrictions as outlined below in this Notice and the additional provisions set forth in the attached Terms and Conditions
of Stock Option Award (collectively, the “Agreement”). Also enclosed is a copy of the information statement describing
important provisions of the Plan.


 


	 	Optionee:	[__________]


 


	Date
    of Grant:               ____________	Type
    of Option:  [Incentive/Non-Qualified] Stock Option
	Exercise
    Price per Share:           $____	Expiration
    Date:                ____________
	Total
    Number of 

    Shares Granted:                      _______	Total
    Exercise Price:                              $______
	Vesting
    Schedule:    [1/4 vesting on each of the first, second, third and fourth anniversaries of the date
    of the grant]
	Exercise
        After Termination of Service:

         

        Termination
        of Service for any reason: any non-vested portion of the Option expires immediately;

         

        Termination
        of Service due to death or Disability: vested portion of the Option is exercisable by the Optionee (or, in the event
        of the Optionee’s death, the Optionee’s Beneficiary) for one year after the Optionee’s Termination;

         

        Termination
        of Service for any reason other than death or Disability: vested portion of the Option is exercisable for a period
        of ninety days following the Optionee’s Termination.

         

        In
        no event may this Option be exercised after the Expiration Date as provided above.



 


By
signing below, the Optionee agrees that this [Incentive/Non-Qualified] Stock Option Award is granted under and
governed by the terms and conditions of the Company’s 2016 OMNIBUS INCENTIVE PLAN and the attached Terms and Conditions.


 


	Participant	 	Starlight
    Supply Chain Management Company
	 	 	 	 
	 	 	By:	                      
	 	 	Title:	 
	Date:	                    	 	Date:	 


 






    	 	16	 



     


    

 


 


TERMS
AND CONDITIONS OF STOCK OPTION AWARD


 


1.            Grant
of Option. The Option granted to the Optionee and described in the Notice of Grant is subject to the terms and conditions
of the Plan, which is incorporated by reference in its entirety into these Terms and Conditions of Stock Option Award.


 


The
Board of Directors of the Company has authorized and approved the 2016 Omnibus Incentive Plan (the “Plan”), which
has been approved by the stockholders of the Company. The Committee has approved an award to the Optionee of a number of shares
of the Company’s Common Stock, conditioned upon the Participant’s acceptance of the provisions set forth in the Notice
and these Terms and Conditions within 60 days after the Notice and these Terms and Conditions are presented to the Optionee for
review. For purposes of the Notice and these Terms and Conditions, any reference to the Company shall include a reference to any
Affiliate.


 


If
designated in the Notice as an Incentive Stock Option (“ISO”), this Option is intended to qualify as an Incentive
Stock Option as defined in Section 422 of the Code. Nevertheless, to the extent that the Option fails to meet the requirements
of an ISO under Section 422 of the Code, this Option shall be treated as a Non-Qualified Stock Option (“NSO”).


 


The
Company intends that this Option not be considered to provide for the deferral of compensation under Section 409A of the Code
and that this Agreement shall be so administered and construed. Further, the Company may modify the Plan and this Award to the
extent necessary to fulfill this intent.


 


2.            Exercise
of Option.


 


(a)          Right
to Exercise. This Option shall be exercisable, in whole or in part, during its term in accordance with the Vesting Schedule
set out in the Notice of Grant and with the applicable provisions of the Plan and this Option Agreement. No Shares shall be issued
pursuant to the exercise of an Option unless the issuance and exercise comply with applicable laws. Assuming such compliance,
for income tax purposes the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised
with respect to such Shares. The Committee may, in its discretion, (i) accelerate vesting of the Option, or (ii) extend the applicable
exercise period to the extent permitted under Section 6.03 of the Plan.


 


(b)          Method
of Exercise. The Optionee may exercise the Option by delivering an exercise notice in a form approved by the Company (the
“Exercise Notice”) which shall state the election to exercise the Option, the number of Shares with respect to which
the Option is being exercised and such other representations and agreements as may be required by the Company. The Exercise Notice
shall be accompanied by payment of the aggregate Exercise Price as to all Shares exercised. This Option shall be deemed to be
exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by the aggregate Exercise Price.


 


(c)          Acceleration
of Vesting on Change in Control. Unless otherwise specified in the Notice of Grant, in the event of a Change in Control, no
accelerated vesting of any Options outstanding on the date of such Change in Control shall occur.


  


3.           Method
of Payment. If the Optionee elects to exercise the Option by submitting an Exercise Notice under Section 2(b) of this Agreement,
the aggregate Exercise Price (as well as any applicable withholding or other taxes) shall be paid by cash or check; provided,
however, that the Committee may consent, in its discretion, to payment in any of the following forms, or a combination of
them:


 


(a)          cash
or check;


 






    	 	17	 



     


    

 


(b)          a
“net exercise” (as described in the Plan) or such other consideration received by the Company under a cashless exercise
program approved by the Company in connection with the Plan;


 


(c)          surrender
of other Shares owned by the Optionee which have a Fair Market Value on the date of surrender equal to the aggregate Exercise
Price of the Exercised Shares and any applicable withholding; or


 


(d)          any
other consideration that the Committee deems appropriate and in compliance with applicable law.


 


4.           Restrictions
on Exercise. This Option may not be exercised until such time as the Plan has been approved by the stockholders of the Company,
or if the issuance of the Shares upon exercise or the method of payment of consideration for those shares would constitute a violation
of any applicable law or regulation.


 


5.           Non-Transferability
of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution
and may be exercised during the lifetime of the Optionee only by the Optionee [IF THE OPTION IS A NSO, THE FOLLOWING LANGUAGE
MAY BE INCLUDED PERMITTING LIMITED TRANSFER OF THE OPTION] [; provided, however, that the Optionee may transfer the Options (i)
pursuant to a qualified domestic relations order (as defined by the Code or the rules thereunder) or (ii) to any member of the
Optionee’s Immediate Family or to a trust, limited liability company, family limited partnership or other equivalent vehicle,
established for the exclusive benefit of one or more members of his Immediate Family by delivering to the Company a Notice of
Assignment in a form acceptable to the Company. No transfer or assignment of the Option to or on behalf of an Immediate Family
member under this Section 5 shall be effective until the Company has acknowledged such transfer or assignment in writing. “Immediate
Family” means the Optionee’s parents, spouse, children, siblings and grandchildren. Following transfer, the Options
shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer. In the event an
Option is transferred as contemplated in this Section 5, such Option may not be subsequently transferred by the transferee except
by will or the laws of descent and distribution.] The terms of the Plan and this Option Agreement shall be binding upon
the executors, administrators, heirs, successors and assigns of the Optionee.


 


6.           Term
of Option. This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during such
term only in accordance with the Plan and these Terms and Conditions. 


 


7.           Withholding.


 


(a)          The
Committee shall determine the amount of any withholding or other tax required by law to be withheld or paid by the Company with
respect to any income recognized by the Optionee with respect to the Option Award.


 


(b)          The
Optionee shall be required to meet any applicable tax withholding obligation in accordance with the provisions of Section 11.05
of the Plan.


 


(c)          Subject
to any rules prescribed by the Committee, the Optionee shall have the right to elect to meet any withholding requirement (i) by
having withheld from this Award at the appropriate time that number of whole shares of Common Stock whose fair market value is
equal to the amount of any taxes required to be withheld with respect to such Award, (ii) by direct payment to the Company in
cash of the amount of any taxes required to be withheld with respect to such Award, or (iii) by a combination of shares and cash.


 


8.           Defined
Terms. Capitalized terms used but not defined in the Notice and these Terms and Conditions shall have the meanings set forth
in the Plan, unless such term is defined in any Employment Agreement between the Optionee and the Company or an Affiliate. Any
terms used in the Notice and these Terms and Conditions, but defined in the Optionee’s Employment Agreement are incorporated
herein by reference and shall be effective for purposes of the Notice and these Terms and Conditions without regard to the continued
effectiveness of the Employment Agreement.


 






    	 	18	 



     


    

 


9.           Optionee
Representations. The Optionee hereby represents to the Company that the Optionee has read and fully understands the provisions
of the Notice, these Terms and Conditions and the Plan and the Optionee’s decision to participate in the Plan is completely
voluntary. Further, the Optionee acknowledges that the Optionee is relying solely on his or her own advisors with respect to the
tax consequences of this stock option award.


 


10.         Regulatory
Limitations on Exercises. Notwithstanding the other provisions of this Agreement, no option exercise or issuance of shares
of Common Stock pursuant to this Agreement shall be effective if (i) the shares reserved under the Plan are not subject to an
effective registration statement at the time of such exercise or issuance, or otherwise eligible for an exemption from registration,
or (ii) the Company determines in good faith that such exercise or issuance would violate any applicable securities or other law
or regulation.


 


11.         Miscellaneous.


 


(a)          Notices.
All notices, requests, deliveries, payments, demands and other communications which are required or permitted to be given under
these Terms and Conditions shall be in writing and shall be either delivered personally or sent by registered or certified mail,
or by private courier, return receipt requested, postage prepaid to the parties at their respective addresses set forth herein,
or to such other address as either shall have specified by notice in writing to the other. Notice shall be deemed duly given hereunder
when delivered or mailed as provided herein.


 


(b)          Waiver.
The waiver by any party hereto of a breach of any provision of the Notice or these Terms and Conditions shall not operate or be
construed as a waiver of any other or subsequent breach.


  


(c)          Entire
Agreement. These Terms and Conditions, the Notice and the Plan constitute the entire agreement between the parties with respect
to the subject matter hereof.


 


(d)          Binding
Effect; Successors. These Terms and Conditions shall inure to the benefit of and be binding upon the parties hereto and to
the extent not prohibited herein, their respective heirs, successors, assigns and representatives. Nothing in these Terms and
Conditions, express or implied, is intended to confer on any person other than the parties hereto and as provided above, their
respective heirs, successors, assigns and representatives any rights, remedies, obligations or liabilities.


 


(e)          Governing
Law. The Notice and these Terms and Conditions shall be governed by and construed in accordance with the laws of the State
of Nevada.


 


(f)          Headings.
The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the
meaning or interpretation of any of the terms or provisions of these Terms and Conditions.


 


(g)          Conflicts;
Amendment. The provisions of the Plan are incorporated in these Terms and Conditions in their entirety. In the event of any
conflict between the provisions of these Terms and Conditions and the Plan, the provisions of the Plan shall control. The Agreement
may be amended at any time by written agreement of the parties hereto.


 


(h)          No
Right to Continued Employment. Nothing in the Notice or these Terms and Conditions shall confer upon the Optionee any right
to continue in the employ or service of the Company or affect the right of the Company to terminate the Optionee’s employment
or service at any time.


 


(i)          Further
Assurances. The Optionee agrees, upon demand of the Company or the Committee, to do all acts and execute, deliver and perform
all additional documents, instruments and agreements which may be reasonably required by the Company or the Committee, as the
case may be, to implement the provisions and purposes of the Notice and these Terms and Conditions and the Plan.


 






    	 	19	 



     


    

 


Exhibit
B


 


NOTICE
OF GRANT OF RESTRICTED STOCK AWARD


 


STARLIGHT
SUPPLY CHAIN MANAGEMENT COMPANY


2016
OMNIBUS INCENTIVE PLAN


 


FOR
GOOD AND VALUABLE CONSIDERATION, Starlight Supply Chain Management Company (the “Company”) hereby grants, pursuant
to the provisions of the Company’s 2016 OMNIBUS INCENTIVE PLAN (the “Plan”), to the Participant designated in
this Notice of Grant of Restricted Stock Award (the “Notice”) the number of shares of the Common Stock of the Company
set forth in the Notice, subject to certain restrictions as outlined below in this Notice and the additional provisions set forth
in the attached Terms and Conditions of Restricted Stock Award (the “Agreement”). Also enclosed is a copy of the information
statement describing important provisions of the Plan.


 


	Participant:	[__________]
	 	 
	Grant
    Date:	[__________]


 


	#
    of Shares of Restricted Stock:	[________]


 


Purchase
Price:         Subject to the withholding provisions of Paragraph 5 of the Terms
and Conditions, this Restricted Stock Award does not require the Participant to pay any purchase price or other cash consideration
in connection with the issuance or delivery of the Restricted Stock.


 


Vesting
Schedule:         Subject to the provisions contained in Paragraphs 4, 5 and
6 of the Terms and Conditions, this Restricted Stock Award shall vest, and the applicable restrictions set forth in the Terms
and Conditions shall lapse in accordance with the following schedule, in the event the Participant does not have a Termination
of Service prior to the applicable vesting date:


 


	Date of Vesting	 	Cumulative
 Amount Vested	 
	[Sample Vesting Schedule]	 	 	 
	First Anniversary of Grant Date	 	 	25	%
	Second Anniversary of Grant Date	 	 	50	%
	Third Anniversary of Grant Date	 	 	75	%
	Fourth Anniversary of Grant Date	 	 	100	%]



 


Change
in Control: Unless otherwise specified in this Notice of Grant, no accelerated vesting of any Restricted Shares shall
occur in the event of a Change in Control.


 


Forfeiture: The
Participant’s rights in the Restricted Stock Award on which the restrictions have not lapsed pursuant to the vesting schedule
provisions above shall be forfeited in full in the event of the Participant’s Termination of Service for any reason.


 


By
signing below, the Participant agrees that this Restricted Stock Award is granted under and governed by the terms and conditions
of the Company’s 2016 Omnibus Incentive Plan and the attached Terms and Conditions.


 


	Participant	 	Starlight
    Supply Chain Management Company
	 	 	 	 
	 	 	By:	            
	 	 	Title:	 
	Date:	          	 	Date:	 


 






    	 	20	 



     


    

  


TERMS
AND CONDITIONS OF RESTRICTED STOCK AWARD


 


These
Terms and Conditions of Restricted Stock Award relates to the Notice of Grant of Restricted Stock Award (the “Notice”)
attached hereto, by and between Starlight Supply Chain Management Company (the “Company”) and the person identified
in the Notice (the “Participant”).


 


The
Board of Directors of the Company has authorized and approved the 2016 OMNIBUS INCENTIVE PLAN (the “Plan”), which
has been approved by the stockholders of the Company. The Committee has approved an award to the Participant of a number of shares
of the Company’s Common Stock, conditioned upon the Participant’s acceptance of the provisions set forth in the Notice
and these Terms and Conditions within 60 days after the Notice and these Terms and Conditions are presented to the Participant
for review. For purposes of the Notice and these Terms and Conditions, any reference to the Company shall include a reference
to any Affiliate.


 


	 	1.	Grant
    of Restricted Stock.


 


(a)        Subject
to the terms and conditions of the Plan, as of the Grant Date, the Company grants to the Participant the number of shares of Common
Stock set forth in the Notice (the “Restricted Shares”), subject to the restrictions set forth in Paragraph 2 of these
Terms and Conditions, the provisions of the Plan and the other provisions contained in these Terms and Conditions. If and when
the restrictions set forth in Paragraph 2 expire in accordance with these Terms and Conditions without forfeiture of the Restricted
Shares, and upon the satisfaction of all other applicable conditions as to the Restricted Shares, such shares shall no longer
be considered Restricted Shares for purposes of these Terms and Conditions.


 


(b)        As
soon as practicable after the Grant Date, the Company shall direct that a stock certificate or certificates representing the applicable
Restricted Shares be registered in the name of and issued to the Participant. Such certificate or certificates shall be held in
the custody of the Company or its designee until the expiration of the applicable Restricted Period (as defined in Paragraph 3).
On or before the date of execution of the Notice, the Participant has delivered to the Company one or more stock powers endorsed
in blank relating to the Restricted Shares.


 


(c)        Except
as provided in Paragraph 1(d), in the event that a certificate for the Restricted Shares is delivered to the Participant, such
certificate shall bear the following legend (the “Legend”):


 


	 	 	The
    ownership and transferability of this certificate and the shares of stock represented hereby are subject to the terms and
    conditions (including forfeiture) of the Starlight Supply Chain Management Company 2016 OMNIBUS INCENTIVE PLAN and a Restricted
    Stock Award Notice entered into between the registered owner and Starlight Supply Chain Management Company. Copies of such
    Plan and Notice are on file in the executive offices of Starlight Supply Chain Management Company


 


In
addition, the stock certificate or certificates for the Restricted Shares shall be subject to such stop-transfer orders and other
restrictions as the Company may deem advisable under the rules, regulations and other requirements of the Securities and Exchange
Commission, any stock exchange upon which the Common Stock is then listed and any applicable federal or state securities law,
and the Company may cause a legend or legends to be placed on such certificate or certificates to make appropriate reference to
such restrictions.


 






    	 	21	 



     


    

 


(d)        As
soon as administratively practicable following the expiration of the Restricted Period without a forfeiture of the Restricted
Shares, and upon the satisfaction of all other applicable conditions as to the Restricted Shares, including, but not limited to,
the payment by the Participant of all applicable withholding taxes, the Company shall deliver or cause to be delivered to the
Participant a certificate or certificates for the applicable Restricted Shares which shall not bear the Legend.


 


	 	2.	Restrictions.


 


(a)         The
Participant shall have all rights and privileges of a stockholder as to the Restricted Shares, including the right to vote and
receive dividends or other distributions with respect to the Restricted Shares, except that the following restrictions shall apply:


 


(i)    the
Participant shall not be entitled to delivery of the certificate or certificates for the Restricted Shares until the expiration
of the Restricted Period without a forfeiture of the Restricted Shares and upon the satisfaction of all other applicable conditions;


 


(ii) 
none of the Restricted Shares may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of during the Restricted
Period applicable to such shares, except as provided in Section 7.02(c) of the Plan or as otherwise permitted by the Committee
in its sole discretion or pursuant to rules adopted by the Committee in accordance with the Plan; and


 


(iii) 
all of the Restricted Shares shall be forfeited and returned to the Company and all rights of the Participant with respect to
the Restricted Shares shall terminate in their entirety on the terms and conditions set forth in Paragraph 4.


 


(b)         Any
attempt to dispose of Restricted Shares or any interest in the Restricted Shares in a manner contrary to the restrictions set
forth in these Terms and Conditions shall be void and of no effect.


 


3.           Restricted
Period and Vesting. The “Restricted Period” is the period beginning on the Grant Date and ending on the date the
Restricted Shares, or such applicable portion of the Restricted Shares, are deemed vested under the schedule set forth in the
Notice. The Restricted Shares shall be deemed vested and no longer subject to forfeiture under Paragraph 4 in accordance with
the vesting schedule set forth in the Notice or earlier, if specified in the Notice, in the event of a Change in Control.


 


	 	4.	Forfeiture.


 


(a)       Subject
to Paragraph 6 below, if during the Restricted Period (i) the Participant incurs a Termination of Service, (ii) there
occurs a material breach of the Notice or these Terms and Conditions by the Participant, or (iii) the Participant fails to meet
the tax withholding obligations described in Paragraph 5(b), all rights of the Participant to the Restricted Shares that have
not vested in accordance with Paragraph 3 as of the date of such termination shall terminate immediately and be forfeited in their
entirety.


 


(b)       In
the event of any forfeiture under this Paragraph 4, the certificate or certificates representing the forfeited Restricted Shares
shall be canceled to the extent of any Restricted Shares that were forfeited.


 


	 	5.	Withholding.


 


(a)       The
Committee shall determine the amount of any withholding or other tax required by law to be withheld or paid by the Company with
respect to any income recognized by the Participant with respect to the Restricted Shares.


 






    	 	22	 



     


    

 


(b)       The
Participant shall be required to meet any applicable tax withholding obligation in accordance with the provisions of Section 11.05
of the Plan.


 


(c)       Subject
to any rules prescribed by the Committee, the Participant shall have the right to elect to meet any withholding requirement (i)
by having withheld from this Award at the appropriate time that number of whole shares of Common Stock whose fair market value
is equal to the amount of any taxes required to be withheld with respect to such Award, (ii) by direct payment to the Company
in cash of the amount of any taxes required to be withheld with respect to such Award, or (iii) by a combination of shares and
cash.


 


6.           Committee
Discretion. Notwithstanding any provision of the Notice or these Terms and Conditions to the contrary, the Committee shall
have discretion under the Plan to waive any forfeiture of the Restricted Shares as set forth in Paragraph 4, the Restricted Period
and any other conditions set forth in the Notice or these Terms and Conditions.


 


7.           Defined
Terms. Capitalized terms used but not defined in the Notice and Agreement shall have the meanings set forth in the Plan, unless
such term is defined in any Employment Agreement between the Participant and the Company or an Affiliate. Any terms used in the
Notice and Agreement, but defined in the Participant’s Employment Agreement are incorporated herein by reference and shall
be effective for purposes of the Notice and these Terms and Conditions without regard to the continued effectiveness of the Employment
Agreement.


 


 8.          Nonassignability.
The Restricted Shares may not be sold, assigned, transferred (other than by will or the laws of descent and distribution, or to
an inter vivos trust with respect to which the Participant is treated as the owner under Sections 671 through 677 of the Code),
pledged, hypothecated, or otherwise encumbered or disposed of until the restrictions on such Shares, as set forth in the Notice
and Agreement, have lapsed or been removed.


 


9.           Participant
Representations. The Participant hereby represents to the Company that the Participant has read and fully understands the
provisions of the Notice, these Terms and Conditions and the Plan and the Participant’s decision to participate in the Plan
is completely voluntary. Further, the Participant acknowledges that the Participant is relying solely on his or her own advisors
with respect to the tax consequences of this restricted stock award.


 


10.         Regulatory
Restrictions on the Restricted Shares. Notwithstanding any other provision of the Plan, the obligation of the Company to issue
Restricted Shares under the Plan shall be subject to all applicable laws, rules and regulations and such approval by any regulatory
body as may be required. The Company reserves the right to restrict, in whole or in part, the delivery of the Restricted Shares
pursuant to these Terms and Conditions prior to the satisfaction of all legal requirements relating to the issuance of such shares,
to their registration, qualification or listing or to an exemption from registration, qualification or listing.


 


11.          Miscellaneous.


 


(a)       Notices.
All notices, requests, deliveries, payments, demands and other communications which are required or permitted to be given under
these Terms and Conditions shall be in writing and shall be either delivered personally or sent by registered or certified mail,
or by private courier, return receipt requested, postage prepaid to the parties at their respective addresses set forth herein,
or to such other address as either shall have specified by notice in writing to the other. Notice shall be deemed duly given hereunder
when delivered or mailed as provided herein.


 


(b)       Waiver.
The waiver by any party hereto of a breach of any provision of the Notice or these Terms and Conditions shall not operate or be
construed as a waiver of any other or subsequent breach.


 






    	 	23	 



     


    

 


(c)       Entire
Agreement. These Terms and Conditions, the Notice and the Plan constitute the entire agreement between the parties with respect
to the subject matter hereof


 


(d)       Binding
Effect; Successors. These Terms and Conditions shall inure to the benefit of and be binding upon the parties hereto and to
the extent not prohibited herein, their respective heirs, successors, assigns and representatives. Nothing in these Terms and
Conditions, express or implied, is intended to confer on any person other than the parties hereto and as provided above, their
respective heirs, successors, assigns and representatives any rights, remedies, obligations or liabilities.


 


(e)       Governing
Law. The Notice and these Terms and Conditions shall be governed by and construed in accordance with the laws of the State
of Nevada.


 


(f)       Headings.
The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the
meaning or interpretation of any of the terms or provisions of these Terms and Conditions.


 


(g)       Conflicts;
Amendment. The provisions of the Plan are incorporated in these Terms and Conditions in their entirety. In the event of any
conflict between the provisions of these Terms and Conditions and the Plan, the provisions of the Plan shall control. The Agreement
may be amended at any time by written agreement of the parties hereto.


 


(h)       No
Right to Continued Employment. Nothing in the Notice or these Terms and Conditions shall confer upon the Participant any right
to continue in the employ or service of the Company or affect the right of the Company to terminate the Participant’s employment
or service at any time.


 


(i)       Further
Assurances. The Participant agrees, upon demand of the Company or the Committee, to do all acts and execute, deliver and perform
all additional documents, instruments and agreements which may be reasonably required by the Company or the Committee, as the
case may be, to implement the provisions and purposes of the Notice and these Terms and Conditions and the Plan.


 






    	 	24	 



     


    

 


Exhibit
C


 


NOTICE
OF GRANT OF RESTRICTED STOCK UNIT AWARD


 


STARLIGHT
SUPPLY CHAIN MANAGEMENT COMPANY


2016
OMNIBUS INCENTIVE PLAN


 


FOR
GOOD AND VALUABLE CONSIDERATION, Starlight Supply Chain Management Company (the “Company”) hereby grants,
pursuant to the provisions of the Company’s 2016 OMNIBUS INCENTIVE PLAN (the “Plan”), to the Participant designated
in this Notice of Grant of Restricted Stock Unit Award (the “Notice”) the number of shares of the Common Stock of
the Company set forth in the Notice, subject to certain restrictions as outlined below in this Notice and the additional provisions
set forth in the attached Terms and Conditions of Restricted Stock Unit Award (the “Agreement”). Also enclosed is
a copy of the information statement describing important provisions of the Plan.


 


	 	Participant:	[__________]


 


	 	Grant
    Date:	[__________]


 


#
of Restricted Stock Units:      [________]


 


Purchase
Price: Subject to the withholding provisions of Paragraph 5 of the Terms and Conditions, this Restricted Stock Unit Award
does not require the Participant to pay any purchase price or other cash consideration in connection with this Award, including
the issuance or delivery of Common Stock upon vesting of the Award.


 


Vesting
Schedule: Subject to the provisions contained in Paragraphs 4, 5 and 6 of the Terms and Conditions, this Restricted Stock
Unit Award shall vest, and the applicable restrictions set forth in the Terms and Conditions shall lapse in accordance with the
following schedule, in the event the Participant does not have a Termination of Service prior to the applicable vesting date:


 


	Date of Vesting	 	Cumulative
 Amount Vested	 
	[Sample Vesting Schedule]	 	 	 
	First Anniversary of Grant Date	 	 	25	%
	Second Anniversary of Grant Date	 	 	50	%
	Third Anniversary of Grant Date	 	 	75	%
	Fourth Anniversary of Grant Date	 	 	100	%]



 


Change
in Control: Unless otherwise specified in this Notice, no accelerated vesting of any Restricted Stock Units shall occur
in the event of a Change in Control of the Company (as defined in and subject to the provisions of the Plan).


 


Forfeiture: The
Participant’s rights in the Restricted Stock Unit Award on which the restrictions have not lapsed pursuant to the vesting
schedule provisions above shall be forfeited in full in the event of the Participant’s Termination of Service for any reason.


 


By
signing below, the Participant agrees that this Restricted Stock Unit Award is granted under and governed by the terms and conditions
of the Company’s 2016 Omnibus Incentive Plan and the attached Terms and Conditions.


 


	Participant	 	Starlight
    Supply Chain Management Company
	 	 	 
	        	 	By:	           
	 	 	 	Title:	 
	Date:	            	 	Date:	 


 






    	 	25	 



     


    

 


TERMS
AND CONDITIONS OF RESTRICTED STOCK UNIT AWARD


 


These
Terms and Conditions of Restricted Stock Unit Award relates to the Notice of Grant of Restricted Stock Unit Award (the “Notice”)
attached hereto, by and between Starlight Supply Chain Management Company (the “Company”), and the person identified
in the Notice (the “Participant”).


 


The
Board of Directors of the Company has authorized and approved the 2016 OMNIBUS INCENTIVE PLAN (the “Plan”), which
has been approved by the Company’s stockholders. The Committee has approved an award to the Participant of a number of shares
of the Company’s Common Stock, conditioned upon the Participant’s acceptance of the provisions set forth in the Notice
and these Terms and Conditions within 60 days after the Notice and these Terms and Conditions are presented to the Participant
for review. For purposes of the Notice and these Terms and Conditions, any reference to the Company shall include a reference
to any Affiliate.


 


1.           Grant
of Restricted Stock Units.


 


(a)          As
of the Grant Date set forth in the Notice of Grant, the Company grants to the Participant the number of Restricted Stock Units
set forth in the Notice of Grant (the “Units”), which represent shares of the Company’s Common Stock. The Units
are subject to the restrictions set forth in Paragraph 2 of this Agreement, these Terms and Conditions, the provisions of the
Plan and the other provisions contained in these Terms and Conditions.


 


(b)          The
Units granted under this Agreement shall be reflected in a bookkeeping account maintained by the Company during the Restricted
Period. If and when the restrictions set forth in Paragraph 2 expire in accordance with the terms of this Agreement, and upon
the satisfaction of all other applicable conditions as to the Units, such Units (and any related Dividend Units described in Paragraph
1(c) below) not forfeited pursuant to Paragraph 4 hereof shall be settled in cash or shares of Common Stock as provided in Paragraph
1(e) of this Agreement and otherwise in accordance with the Plan.


 


(c)
         With respect to each Unit, whether or not vested, that has not been forfeited
(but only to the extent such award of Units has not been settled for cash or Common Stock), the Company shall, with respect to
any cash dividends paid on the Common Stock, accrue and credit to the Participant’s bookkeeping account a number of Units
having a Fair Market Value as of the date such dividend is paid equal to the cash dividends that would have been paid with respect
to such Unit if it were an outstanding share of Common Stock (the “Dividend Units”). These Dividend Units thereafter
shall (i) be treated as Units for purposes of future dividend accruals pursuant to this Paragraph 1(c), and (ii) vest in such
amounts (rounded to the nearest whole Unit) at the same time as the Units with respect to which such Dividend Units were received.
Any dividends or distributions on Common Stock paid other than in cash shall accrue in the Participant’s bookkeeping account
and shall vest at the same time as the Units in respect of which they are made (in each case in the same form, based on the same
record date and at the same time, as such dividend or other distribution is paid on such Common Stock).


 


(d)          The
Company’s obligations under this Agreement (with respect to both the Units and the Dividend Units, if any) shall be unfunded
and unsecured, and no special or separate fund shall be established and no other segregation of assets shall be made. The rights
of Participant under this Agreement shall be no greater than those of a general unsecured creditor of the Company. In addition,
the Units shall be subject to such restrictions as the Company may deem advisable under the rules, regulations and other requirements
of the Securities and Exchange Commission, any stock exchange upon which Common Stock is then listed, any Company policy and any
applicable federal or state securities law.


 






    	 	26	 



     


    

 


(e)          Except
as otherwise provided in this Agreement, settlement of the Units in accordance with the provisions of this Paragraph 1(e) shall
be delivered as soon as practicable after the end of the Restricted Period, and upon the satisfaction of all other applicable
conditions as to the Units (including the payment by the Participant of all applicable withholding taxes). The Units so payable
to the Participant shall be paid solely in shares of Common Stock, solely in cash based on the Fair Market Value of the Common
Stock (determined as of the first business day next following the last day of the Restricted Period), or in a combination of the
two, as determined by the Committee in its sole discretion.


 


2.           Restrictions.


 


(a)          The
Participant shall have no rights as a stockholder of the Company by virtue of any Unit unless and until such Unit vests and resulting
shares of Common Stock are issued to the Participant:


 


(b)          None
of the Units may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of during the Restricted Period,
except as may be permitted by the Plan or as otherwise permitted by the Committee in its sole discretion or pursuant to rules
adopted by the Committee in accordance with the Plan.


 


(c)          Any
attempt to dispose of the Units or any interest in the Units in a manner contrary to the restrictions set forth in this Agreement
shall be void and of no effect.


 


3.           Restricted
Period and Vesting. The “Restricted Period” is the period beginning on the Grant Date and ending on
the date the Units, or such applicable portion of the Units, are deemed vested under the schedule set forth in the Notice. Subject
to the provisions contained in Paragraph 4, 5 and 6, the Units shall be deemed vested and no longer subject to forfeiture under
Paragraph 4 upon expiration of the Restricted Period, and the satisfaction of all other applicable conditions as to the Units
(including the payment by the Participant of all applicable withholding taxes).


 


4.           Forfeiture.


 


Subject
to Paragraph 6 hereof, if during the Restricted Period (i) the Participant incurs a Termination of Service, (ii) there
occurs a material breach of the Notice or these Terms and Conditions by the Participant, or (iii) the Participant fails to meet
the tax withholding obligations described in Paragraph 5(b) hereof, all rights of the Participant to the Units that have not vested
in accordance with Paragraph 3 as of the date of such termination shall terminate immediately and be forfeited in their entirety.


 


5.           Withholding.


 


(a)          The
Committee shall determine the amount of any withholding or other tax required by law to be withheld or paid by the Company with
respect to any income recognized by the Participant with respect to the Units.


 


(b)          The
Participant shall be required to meet any applicable tax withholding obligation in accordance with the provisions of the Plan.


 


(c)          Subject
to any rules prescribed by the Committee, the Participant shall have the right to elect to meet any withholding requirement (i)
by having withheld from this Award at the appropriate time that number of whole shares of Common Stock whose Fair Market Value
is equal to the amount of any taxes required to be withheld with respect to such Award, (ii) by direct payment to the Company
in cash of the amount of any taxes required to be withheld with respect to such Award, or (iii) by a combination of shares and
cash.


 






    	 	27	 



     


    

 


6.           Committee’s
Discretion. Notwithstanding any provision of this Agreement to the contrary, the Committee shall have discretion under
Section 7.02(b) of the Plan to waive any forfeiture of the Units as set forth in Paragraph 4 hereof, the Restricted Period and
any other conditions set forth in this Agreement.


 


7.           Defined
Terms. Capitalized terms used but not defined in the Notice and Agreement shall have the meanings set forth in the Plan,
unless such term is defined in any Employment Agreement between the Participant and the Company or an Affiliate. Any terms used
in the Notice and Agreement, but defined in the Participant’s Employment Agreement are incorporated herein by reference
and shall be effective for purposes of the Notice and these Terms and Conditions without regard to the continued effectiveness
of the Employment Agreement.


 


8.           Nonassignability. The
Units may not be sold, assigned, transferred (other than by will or the laws of descent and distribution, or to an inter vivos
trust with respect to which the Participant is treated as the owner under Sections 671 through 677 of the Code), pledged, hypothecated
or otherwise encumbered or disposed of until the restrictions on such Units, as set forth in the Notice and Agreement, have lapsed
or been removed.


 


9.           Participant
Representations. The Participant hereby represents to the Company that the Participant has read and fully understands
the provisions of the Notice, these Terms and Conditions and the Plan and the Participant’s decision to participate in the
Plan is completely voluntary. Further, the Participant acknowledges that the Participant is relying solely on his or her own advisors
with respect to the tax consequences of this restricted stock award.


 


10.          Regulatory
Restrictions on the Units. Notwithstanding any other provision of the Plan, the obligation of the Company to issue Common
Stock in connection with this Award under the Plan shall be subject to all applicable laws, rules and regulations and such approval
by any regulatory body as may be required. The Company reserves the right to restrict, in whole or in part, the delivery of Common
Stock pursuant to these Terms and Conditions prior to the satisfaction of all legal requirements relating to the issuance of such
shares, to their registration, qualification or listing or to an exemption from registration, qualification or listing.


 


11.          Miscellaneous.


 


(a)       Notices.
All notices, requests, deliveries, payments, demands and other communications which are required or permitted to be given under
these Terms and Conditions shall be in writing and shall be either delivered personally or sent by registered or certified mail,
or by private courier, return receipt requested, postage prepaid to the parties at their respective addresses set forth herein,
or to such other address as either shall have specified by notice in writing to the other. Notice shall be deemed duly given hereunder
when delivered or mailed as provided herein.


 


(b)       Waiver.
The waiver by any party hereto of a breach of any provision of the Notice or these Terms and Conditions shall not operate or be
construed as a waiver of any other or subsequent breach.


 


(c)       Entire
Agreement. These Terms and Conditions, the Notice and the Plan constitute the entire agreement between the parties with respect
to the subject matter hereof.


 


(d)       Binding
Effect; Successors. These Terms and Conditions shall inure to the benefit of and be binding upon the parties hereto and to
the extent not prohibited herein, their respective heirs, successors, assigns and representatives. Nothing in these Terms and
Conditions, express or implied, is intended to confer on any person other than the parties hereto and as provided above, their
respective heirs, successors, assigns and representatives any rights, remedies, obligations or liabilities.


 






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(e)       Governing
Law. The Notice and these Terms and Conditions shall be governed by and construed in accordance with the laws of the State
of Nevada.


 


(f)        Headings.
The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the
meaning or interpretation of any of the terms or provisions of these Terms and Conditions.


 


(g)       Conflicts;
Amendment. The provisions of the Plan are incorporated in these Terms and Conditions in their entirety. In the event of any
conflict between the provisions of these Terms and Conditions and the Plan, the provisions of the Plan shall control. The Agreement
may be amended at any time by written agreement of the parties hereto.


 


(h)       No
Right to Continued Employment. Nothing in the Notice or these Terms and Conditions shall confer upon the Participant any right
to continue in the employ or service of the Company or affect the right of the Company to terminate the Participant’s employment
or service at any time.


 


(i)       Further
Assurances. The Participant agrees, upon demand of the Company or the Committee, to do all acts and execute, deliver and perform
all additional documents, instruments and agreements which may be reasonably required by the Company or the Committee, as the
case may be, to implement the provisions and purposes of the Notice and these Terms and Conditions and the Plan.




  


 


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