EXHIBIT 10.3


2016 BLACKSTAR ENTERPRISE GROUP, INC.


 


STOCK OPTION AND AWARD INCENTIVE PLAN







SECTION 1: GENERAL PURPOSE OF PLAN




The name of this plan is the 2016 BLACKSTAR ENTERPRISE
GROUP, INC. STOCK OPTION AND AWARD INCENTIVE PLAN (the "Plan"). The
purpose of the Plan is to enable BLACKSTAR ENTERPRISE GROUP, INC., a Delaware
corporation (the "Company"), and any Parent or any Subsidiary to
obtain and retain the services of the types of Employees, Consultants and
Directors who will contribute to the Company's long range success and to
provide incentives which are linked directly to increases in share value which
will inure to the benefit of all stockholders of the Company.




SECTION 2: DEFINITIONS




For
purposes of the Plan, the following terms shall be defined as set forth below:




"Administrator" shall have the meaning as
set forth in Section 3, hereof.




"Board" means the Board of Directors of the
Company.




"Cause" means (i) failure by an Eligible
Person to substantially perform his or her duties and obligations to the
Company (other than any such failure resulting from his or her incapacity due
to physical or mental illness); (ii) engaging in misconduct or a fiduciary
breach which is or potentially is materially injurious to the Company or its
stockholders; (iii) commission of a felony; (iv) the commission of a crime
against the Company which is or potentially is materially injurious to the
Company; or (v) as otherwise provided in the Stock Option Agreement or Stock
Purchase Agreement. For purposes of this Plan, the existence of Cause shall be
determined by the Administrator in its sole discretion.




"Change in Control" shall mean:




The consummation of a merger or consolidation of the
Company with or into another entity or any other corporate reorganization, if
more than 50% of the combined voting power (which voting power shall be
calculated by assuming the conversion of all equity securities convertible
(immediately or at some future time) into shares entitled to vote, but not
assuming the exercise of any warrant or right to subscribe to or purchase those
shares) of the continuing or Surviving Entity's securities outstanding
immediately after such merger, consolidation or other reorganization is owned,
directly or indirectly, by persons who were not stockholders of the Company
immediately prior to such merger, consolidation or other reorganization;
provided, however, that in making the determination of ownership by the
stockholders of the Company, immediately after the reorganization, equity
securities which persons own immediately before the reorganization as
stockholders of another party to the transaction shall be disregarded; or




The sale, transfer or other disposition of all or
substantially all of the Company's assets.




A transaction shall not constitute a Change in Control
if its sole purpose is to change the state of the Company's incorporation or to
create a holding company that will be owned in substantially the same
proportions by the persons who held the Company's securities immediately before
such transaction.


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"Code" means the Internal Revenue Code of
1986, as amended from time to time.




"Committee" means a committee of the Board
designated by the Board to administer the Plan.




"Company" means BLACKSTAR ENTERPRISE GROUP,
INC., a corporation organized under the laws of the State of Delaware (or any
successor corporation).




"Consultant" means a consultant or advisor
who is a natural person or a legal entity and who provides bona fide services
to the Company, a Parent or a Subsidiary; provided such services are not in
connection with the offer or sale of securities in a capital-raising
transaction and do not directly or indirectly promote or maintain a market for
the Company's securities.




"Date of Grant" means the date on which the
Administrator adopts a resolution expressly granting a Right to a Participant
or, if a different date is set forth in such resolution as the Date of Grant,
then such date as is set forth in such resolution.




"Director" means a member of the Board.




"Disability" means that the Optionee is
unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment; provided, however, for purposes of
determining the term of an ISO pursuant to Section 6.6 hereof, the term
Disability shall have the meaning ascribed to it under Code Section 22(e)(3).
The determination of whether an individual has a Disability shall be determined
under procedures established by the Plan Administrator.




"Eligible Person" means an Employee,
Consultant or Director of the Company, any Parent or any Subsidiary.




"Employee" shall mean any individual who is
a common-law employee (including officers) of the Company, a Parent or a
Subsidiary.




"Exercise Price" shall have the meaning set
forth in Section 6.3 hereof.




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




"Fair Market Value" shall mean the fair
market value of a Share, determined as follows: (i) if the Stock is listed on
any established stock exchange or a national market system, including without
limitation, the NASDAQ National Market, the Fair Market Value of a share of
Stock shall be the closing sales price for such stock (or the closing bid, if
no sales were reported) as quoted on such system or exchange (or the exchange
with the greatest volume of trading in the Stock) on the last market trading
day prior to the day of determination, as reported in the Wall Street Journal
or such other source as the Administrator deems reliable; (ii) if the Stock is
quoted on the NASDAQ System (but not on the NASDAQ National Market) or any
similar system whereby the stock is regularly quoted by a recognized securities
dealer but closing sale prices are not reported, the Fair Market Value of a
share of Stock shall be the mean between the bid and asked prices for the Stock
on the last market trading day prior to the day of determination, as reported
in the Wall Street Journal or such other source as the Administrator deems
reliable; or (iii) in the absence of an established market for the Stock, the
Fair Market Value shall be determined in good faith by the Administrator and
such determination shall be conclusive and binding on all persons.


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"First Refusal Right" shall have the meaning
set forth in Section 8.7 hereof.




"ISO" means a Stock Option intended to qualify
as an "incentive stock option" as that term is defined in Section
422(b) of the Code.




"Non-Employee Director" means a member of
the Board who is not an Employee of the Company, a Parent or Subsidiary, who
satisfies the requirements of such term as defined in Rule 16b-3(b)(3)(i)
promulgated by the Securities and Exchange Commission.




"Non-Qualified Stock Option" means a Stock
Option not described in Section 422(b) of the Code.




"Offeree" means a Participant who is granted
a Purchase Right pursuant to the Plan.




"Optionee" means a Participant who is
granted a Stock Option pursuant to the Plan.




"Outside Director" means a member of the
Board who is not an Employee of the Company, a Parent or Subsidiary, who
satisfies the requirements of such term as defined in Treasury Regulations (26
Code of Federal Regulation Section 1.162-27(e)(3)).




"Parent" means any corporation (other than
the Company) in an unbroken chain of corporations ending with the Company, if
each of the corporations other than the Company owns stock possessing 50% or
more of the total combined voting power of all classes of stock in one of the
other corporations in such chain. A corporation that attains the status of a
Parent on a date after the adoption of the Plan shall be considered a Parent commencing
as of such date.




"Participant" means any Eligible Person
selected by the Administrator, pursuant to the Administrator's authority in
Section 3, to receive grants of Rights.




"Plan" means this 2016 BLACKSTAR ENTERPRISE
GROUP, INC. STOCK OPTION AND AWARD INCENTIVE PLAN, as the same may be amended
or supplemented from time to time.




"Purchase Price" shall have the meaning set
forth in Section 7.3.




"Purchase Right" means the right to purchase
Stock granted pursuant to Section 7.




"Rights" means Stock Options and Purchase
Rights.




"Repurchase Right" shall have the meaning
set forth in Section 8.8 of the Plan.




"Service" shall mean service as an Employee,
Director or Consultant.




"Stock" means Common Stock of the Company.




"Stock Option" or "Option" means
an option to purchase shares of Stock granted pursuant to Section 6.




"Stock Option Agreement" shall have the
meaning set forth in Section 6.1.




"Stock Purchase Agreement" shall have the
meaning set forth in Section 7.1.

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"Subsidiary" means any corporation (other than
the Company) in an unbroken chain of corporations beginning with the Company,
if each of the corporations other than the last corporation in the unbroken
chain owns stock possessing 50% or more of the total combined voting power of
all classes of stock in one of the other corporations in such chain. A
corporation that attains the status of a Subsidiary on a date after the
adoption of the Plan shall be considered a Subsidiary commencing as of such
date.




"Surviving Entity" means the Company if
immediately following any merger, consolidation or similar transaction, the
holders of outstanding voting securities of the Company immediately prior to
the merger or consolidation own equity securities possessing more than 50% of
the voting power of the corporation existing following the merger,
consolidation or similar transaction. In all other cases, the other entity to
the transaction and not the Company shall be the Surviving Entity. In making
the determination of ownership by the stockholders of an entity immediately
after the merger, consolidation or similar transaction, equity securities which
the stockholders owned immediately before the merger, consolidation or similar
transaction as stockholders of another party to the transaction shall be disregarded.
Further, outstanding voting securities of an entity shall be calculated by
assuming the conversion of all equity securities convertible (immediately or at
some future time) into shares entitled to vote.




"Ten Percent Stockholder" means a person who
on the Date of Grant owns, either directly or through attribution as provided
in Section 424 of the Code, Stock constituting more than 10% of the total
combined voting power of all classes of stock of his or her employer
corporation or of any Parent or Subsidiary.




SECTION 3: ADMINISTRATION




3.1 Administrator. The Plan shall be administered by
either (i) the Board, or (ii) a Committee appointed by the Board (the group
that administers the Plan is referred to as the "Administrator").




3.2 Powers in General. The Administrator shall have
the power and authority to grant to Eligible Persons, pursuant to the terms of
the Plan, (i) Stock Options, (ii) Purchase Rights or (iii) any combination of
the foregoing.




3.3 Specific Powers. In particular, the Administrator
shall have the authority: (i) to construe and interpret the Plan and apply its
provisions; (ii) to promulgate, amend and rescind rules and regulations
relating to the administration of the Plan; (iii) to authorize any person to
execute, on behalf of the Company, any instrument required to carry out the
purposes of the Plan; (iv) to determine when Rights are to be granted under the
Plan; (v) from time to time to select, subject to the limitations set forth in
this Plan, those Eligible Persons to whom Rights shall be granted; (vi) to
determine the number of shares of Stock to be made subject to each Right; (vii)
to determine whether each Stock Option is to be an ISO or a Non-Qualified Stock
Option; (viii) to prescribe the terms and conditions of each Stock Option and
Purchase Right, including, without limitation, the Purchase Price and medium of
payment, vesting provisions and repurchase provisions, and to specify the
provisions of the Stock Option Agreement or Stock Purchase Agreement relating
to such grant or sale; (ix) to amend any outstanding Rights for the purpose of
modifying the time or manner of vesting, the Purchase Price or Exercise Price,
as the case may be, subject to applicable legal restrictions and to the consent
of the other party to such agreement; (x) to determine the duration and purpose
of leaves of absences which may be granted to a Participant without
constituting termination of their employment for purposes of the Plan; (xi) to
make decisions with respect to outstanding Stock Options that may become
necessary upon a change in corporate control or an event that triggers
anti-dilution adjustments; and (xii) to make any and all other determinations
which it determines to be necessary or advisable for administration of the
Plan.


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3.4 Decisions Final. All decisions made by the
Administrator pursuant to the provisions of the Plan shall be final and binding
on the Company and the Participants.




3.5 The Committee. The Board may, in its sole and
absolute discretion, from time to time, and at any period of time during which
the Company's Stock is registered pursuant to Section 12 of the Exchange Act,
delegate any or all of its duties and authority with respect to the Plan to the
Committee whose members are to be appointed by and to serve at the pleasure of
the Board. From time to time, the Board may increase or decrease the size of
the Committee, add additional members to, remove members (with or without
cause) from, appoint new members in substitution therefor, and fill vacancies,
however caused, in the Committee. The Committee shall act pursuant to a vote of
the majority of its members or, in the case of a committee comprised of only
two members, the unanimous consent of its members, whether present or not, or
by the unanimous written consent of the majority of its members and minutes
shall be kept of all of its meetings and copies thereof shall be provided to
the Board. Subject to the limitations prescribed by the Plan and the Board, the
Committee may establish and follow such rules and regulations for the conduct
of its business as it may determine to be advisable. During any period of time
during which the Company's Stock is registered pursuant to Section 12 of the
Exchange Act, all members of the Committee shall be Non-Employee Directors and
Outside Directors.




3.6 Indemnification. In addition to such other rights
of indemnification as they may have as Directors or members of the Committee,
and to the extent allowed by applicable law, the Administrator and each of the Administrator's
consultants shall be indemnified by the Company against the reasonable
expenses, including attorney's fees, actually incurred in connection with any
action, suit or proceeding or in connection with any appeal therein, to which
the Administrator or any of its consultants may be party by reason of any action
taken or failure to act under or in connection with the Plan or any option
granted under the Plan, and against all amounts paid by the Administrator or
any of its consultants in settlement thereof (provided that the settlement has
been approved by the Company, which approval shall not be unreasonably withheld)
or paid by the Administrator or any of its consultants in satisfaction of a
judgment in any such action, suit or proceeding, except in relation to matters
as to which it shall be adjudged in such action, suit or proceeding that such
Administrator or any of its consultants did not act in good faith and in a manner
which such person reasonably believed to be in the best interests of the Company,
or was grossly negligent, and in the case of a criminal proceeding, had no
reason to believe that the conduct complained of was unlawful; provided, however,
that within 60 days after institution of any such action, suit or proceeding,
such Administrator or any of its consultants shall, in writing, offer the
Company the opportunity at its own expense to handle and defend such action,
suit or proceeding.




SECTION 4: STOCK SUBJECT TO THE PLAN




4.1 Stock Subject to the Plan. Subject to adjustment
as provided in Section 9, Ten Million (10,000,000) shares of Common Stock shall
be reserved and available for issuance under the Plan. Stock reserved hereunder
may consist, in whole or in part, of authorized and unissued shares or treasury
shares.


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4.2 Basic Limitation. The number of shares that are
subject to Rights under the Plan shall not exceed the number of shares that
then remain available for issuance under the Plan. The Company, during the term
of the Plan, shall at all times reserve and keep available a sufficient number
of shares to satisfy the requirements of the Plan.




4.3 Additional Shares. In the event that any
outstanding Option or other right for any reason expires or is canceled or
otherwise terminated, the shares allocable to the unexercised portion of such
Option or other right shall again be available for the purposes of the Plan. In
the event that shares issued under the Plan are reacquired by the Company
pursuant to the terms of any forfeiture provision, right of repurchase or right
of first refusal, such shares shall again be available for the purposes of the
Plan.




SECTION 5: ELIGIBILITY




Eligible Persons who are selected by the Administrator
shall be eligible to be granted Rights hereunder subject to limitations set
forth in this Plan; provided, however, that only Employees shall be eligible to
be granted ISOs hereunder.




SECTION 6: TERMS AND CONDITIONS OF OPTIONS.




6.1 Stock Option Agreement. Each grant of an Option
under the Plan shall be evidenced by a Stock Option Agreement between the
Optionee and the Company. Such Option shall be subject to all applicable terms
and conditions of the Plan and may be subject to any other terms and conditions
which are not inconsistent with the Plan and which the Administrator deems
appropriate for inclusion in a Stock Option Agreement. The provisions of the
various Stock Option Agreements entered into under the Plan need not be
identical.




6.2 Number of Shares. Each Stock Option Agreement
shall specify the number of shares of Stock that are subject to the Option and
shall provide for the adjustment of such number in accordance with Section 9,
hereof. The Stock Option Agreement shall also specify whether the Option is an
ISO or a Non-Qualified Stock Option.




6.3 Exercise Price.


                                                             
             


6.3.1 In General. Each Stock Option Agreement shall
state the price at which shares subject to the Stock Option may be purchased
(the "Exercise Price"), which shall, with respect to Incentive Stock
Options, be not less than 100% of the Fair Market Value of the Stock on the
Date of Grant. In the case of Non-Qualified Stock Options, the Exercise Price
shall be determined in the sole discretion of the Administrator.




6.3.2 Payment. The Exercise Price shall be payable in
a form described in Section 8 hereof.




6.4 Withholding Taxes. As a condition to the exercise
of an Option, the Optionee shall make such arrangements as the Board may
require for the satisfaction of any federal, state, local or foreign
withholding tax obligations that may arise in connection with such exercise or
with the disposition of shares acquired by exercising an Option.




6.5 Exercisability. Each Stock Option Agreement shall
specify the date when all or any installment of the Option becomes exercisable.
In the case of an Optionee who is not an officer of the Company, a Director or
a Consultant, an Option shall become exercisable at a rate of no more than 25%
per year over a four-year period commencing on January 1 following the Date of
Grant and 25% each year thereafter on January 1. Subject to the preceding
sentence, the exercise provisions of any Stock Option Agreement shall be
determined by the Administrator, in its sole discretion.


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6.6 Term. The Stock Option Agreement shall specify the
term of the Option. No Option shall be exercised after the expiration of ten
years after the date the Option is granted. Unless otherwise provided in the
Stock Option Agreement, no Option may be exercised (i) three months after the
date the Optionee's Service with the Company, its Parent or its Subsidiaries
terminates if such termination is for any reason other than death, Disability
or Cause, (ii) one year after the date the Optionee's Service with the Company,
its Parent or its subsidiaries terminates if such termination is a result of
death or Disability, and (iii) if the Optionee's Service with the Company, its
Parent, or its Subsidiaries terminates for Cause, all outstanding Options
granted to such Optionee shall expire as of the commencement of business on the
date of such termination. The Administrator may, in its sole discretion, waive
the accelerated expiration provided for in (i) or (ii). Outstanding Options
that are not exercisable at the time of termination of employment for any
reason shall expire at the close of business on the date of such termination.




6.7 Leaves of Absence. For purposes of Section 6.6
above, to the extent required by applicable law, Service shall be deemed to
continue while the Optionee is on a bona fide leave of absence. To the extent
applicable law does not require such a leave to be deemed to continue while the
Optionee is on a bona fide leave of absence, such leave shall be deemed to
continue if, and only if, expressly provided in writing by the Administrator or
a duly authorized officer of the Company, Parent, or Subsidiary for whom
Optionee provides his or her services.




6.8 Modification, Extension and Assumption of Options.
Within the limitations of the Plan, the Administrator may modify, extend or
assume outstanding Options (whether granted by the Company or another issuer)
or may accept the cancellation of outstanding Options (whether granted by the
Company or another issuer) in return for the grant of new Options for the same
or a different number of shares and at the same or a different Exercise Price. Without
limiting the foregoing, the Administrator may amend a previously granted Option
to fully accelerate the exercise schedule of such Option and provide that upon
the exercise of such Option, the Optionee shall receive shares of Restricted
Stock that are subject to repurchase by the Company at the Exercise Price paid
for the Option in accordance with Section 8.8.1 with such Company's right to
repurchase at such price lapsing at the same rate as the exercise provisions
set forth in Optionee's Stock Option Agreement. The foregoing notwithstanding,
no modification of an Option shall, without the consent of the Optionee, impair
the Optionee's rights or increase the Optionee's obligations under such Option.
However, a termination of the Option in which the Optionee receives a cash
payment equal to the difference between the Fair Market Value and the Exercise
Price for all shares subject to exercise under any outstanding Option shall not
be deemed to impair any rights of the Optionee or increase the Optionee's obligations
under such Option.




SECTION 7: TERMS AND CONDITIONS OF AWARDS OR SALES




7.1 Stock Purchase Agreement. Each award or sale of
shares under the Plan (other than upon exercise of an Option) shall be
evidenced by a Stock Purchase Agreement between the Purchaser and the Company.
Such award or sale shall be subject to all applicable terms and conditions of
the Plan and may be subject to any other terms and conditions which are not
inconsistent with the Plan and which the Board deems appropriate for inclusion
in a Stock Purchase Agreement. The provisions of the various Stock Purchase
Agreements entered into under the Plan need not be identical.


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7.2 Duration of Offers. Unless otherwise provided in
the Stock Purchase Agreement, any right to acquire shares under the Plan (other
than an Option) shall automatically expire if not exercised by the Purchaser
within 15 days after the grant of such right was communicated to the Purchaser
by the Company.




7.3 Purchase Price.




7.3.1 In General. Each Stock Purchase Agreement shall
state the price at which the Stock subject to such Stock Purchase Agreement may
be purchased (the "Purchase Price"), which, with respect to Stock
Purchase Rights, shall be determined in the sole discretion of the
Administrator.




7.3.2 Payment of Purchase Price. The Purchase Price
shall be payable in a form described in Section 8.




7.4 Withholding Taxes. As a condition to the purchase
of shares, the Purchaser shall make such arrangements as the Board may require
for the satisfaction of any federal, state, local or foreign withholding tax
obligations that may arise in connection with such purchase.




SECTION 8: PAYMENT; RESTRICTIONS




8.1 General Rule. The entire Purchase Price or
Exercise Price of shares issued under the Plan shall be payable in full by, as
applicable, cash or certified check for an amount equal to the aggregate
Purchase Price or Exercise Price for the number of shares being purchased, or
in the discretion of the Administrator, upon such terms as the Administrator
shall approve, (i) in the case of an Option and provided the Company's stock is
publicly traded, by a copy of instructions to a broker directing such broker to
sell the Stock for which such Option is exercised, and to remit to the Company
the aggregate Exercise Price of such Options (a "cashless exercise"),
(ii) in the case of an Option or a sale of Stock, by paying all or a portion of
the Exercise Price or Purchase Price for the number of shares being purchased
by tendering Stock owned by the Optionee, duly endorsed for transfer to the
Company, with a Fair Market Value on the date of delivery equal to the
aggregate Purchase Price of the Stock with respect to which such Option or
portion thereof is thereby exercised or Stock acquired (a "stock-for-stock
exercise") or (iii) by a stock-for-stock exercise by means of attestation
whereby the Optionee identifies for delivery specific shares of Stock already
owned by Optionee and receives a number of shares of Stock equal to the
difference between the Option shares thereby exercised and the identified
attestation shares of Stock (an "attestation exercise").




8.2 Withholding Payment. The Purchase Price or
Exercise Price shall include payment of the amount of all federal, state, local
or other income, excise or employment taxes subject to withholding (if any) by
the Company or any parent or subsidiary corporation as a result of the exercise
of a Stock Option. The Optionee may pay all or a portion of the tax withholding
by cash or check payable to the Company, or, at the discretion of the Administrator,
upon such terms as the Administrator shall approve, by (i) cashless exercise or
attestation exercise; (ii) stock-for-stock exercise; (iii) in the case of an Option,
by paying all or a portion of the tax withholding for the number of shares being
purchased by withholding shares from any transfer or payment to the Optionee
("Stock withholding"); or (iv) a combination of one or more of the foregoing
payment methods. Any shares issued pursuant to the exercise of an Option and
transferred by the Optionee to the Company for the purpose of satisfying any
withholding obligation shall not again be available for purposes of the Plan.
The Fair Market Value of the number of shares subject to Stock withholding
shall not exceed an amount equal to the applicable minimum required tax
withholding rates.

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8.3 Services Rendered. At the discretion of the
Administrator, shares may be awarded under the Plan in consideration of
services rendered to the Company, a Parent or a Subsidiary prior to the award.




8.4 Promissory Note. To the extent that a Stock Option
Agreement or Stock Purchase Agreement so provides, in the discretion of the
Administrator, upon such terms as the Administrator shall approve, all or a
portion of the Exercise Price or Purchase Price (as the case may be) of shares
issued under the Plan may be paid with a full-recourse promissory note.
However, in the event there is a stated par value of the shares and applicable
law requires, the par value of the shares, if newly issued, shall be paid in
cash or cash equivalents. The shares shall be pledged as security for payment
of the principal amount of the promissory note and interest thereon, and held
in the possession of the Company until said amounts are repaid in full. The
interest rate payable under the terms of the promissory note shall not be less
than the minimum rate (if any) required to avoid the imputation of additional
interest under the Code. Subject to the foregoing, the Administrator (at its
sole discretion) shall specify the term, interest rate, amortization
requirements (if any) and other provisions of such note. Unless the
Administrator determines otherwise, shares of Stock having a Fair Market Value
at least equal to the principal amount of the loan shall be pledged by the
holder to the Company as security for payment of the unpaid balance of the loan
and such pledge shall be evidenced by a pledge agreement, the terms of which
shall be determined by the Administrator, in its discretion; provided, however,
that each loan shall comply with all applicable laws, regulations and rules of
the Board of Governors of the Federal Reserve System and any other governmental
agency having jurisdiction.




8.5 Exercise/Pledge. To the extent that a Stock Option
Agreement or Stock Purchase Agreement so allows and if Stock is publicly
traded, in the discretion of the Administrator, upon such terms as the
Administrator shall approve, payment may be made all or in part by the delivery
(on a form prescribed by the Administrator) of an irrevocable direction to
pledge shares to a securities broker or lender approved by the Company, as
security for a loan, and to deliver all or part of the loan proceeds to the
Company in payment of all or part of the Exercise Price and any withholding
taxes.




8.6 Written Notice. The purchaser shall deliver a
written notice to the Administrator requesting that the Company direct the
transfer agent to issue to the purchaser (or to his designee) a certificate for
the number of shares of Common Stock being exercised or purchased or, in the
case of a cashless exercise or share withholding exercise, for any shares that
were not sold in the cashless exercise or withheld.




8.7 First Refusal Right. Each Stock Option Agreement
and Stock Purchase Agreement may provide that the Company shall have the right
of first refusal (the "First Refusal Right"), exercisable in
connection with any proposed sale, hypothecation or other disposition of the
Stock purchased by the Optionee or Offeree pursuant to a Stock Option Agreement
or Stock Purchase Agreement; and in the event the holder of such Stock desires
to accept a bona fide third-party offer for any or all of such Stock, the Stock
shall first be offered to the Company upon the same terms and conditions as are
set forth in the bona fide offer.




8.8 Repurchase Rights. Following a termination of the
Participant's Service, the Company may repurchase the Participant's Rights as
provided in this Section 8.8 (the "Repurchase Right").

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8.8.1 Repurchase Price. Following a termination of the
Participant's Service the Repurchase Right shall be exercisable at a price
equal to (i) the Fair Market Value of vested Stock or, in the case of
exercisable options, the Fair Market Value of the Stock underlying such
unexercised options less the Exercise Price, or (ii) the Purchase Price or
Exercise Price, as the case may be, of unvested Stock; provided, however, the
right to repurchase unvested stock as described in Section 8.8.1(ii) shall
lapse at a rate of at least 33.33% per year over three years from the date the
Right is granted.




8.8.2 Exercise of Repurchase Right. A Repurchase Right
may be exercised only within 90 days after the termination of the Participant's
Service (or in the case of Stock issued upon exercise of an Option or after the
date of termination or the purchase of Stock under a Stock Purchase Agreement
after the date of termination, within 90 days after the date of the exercise or
Stock purchase, whichever is applicable) for cash or for cancellation of
indebtedness incurred in purchasing the shares.




8.9 Termination of Repurchase and First Refusal
Rights. Each Stock Option Agreement and Stock Purchase Agreement shall provide
that the Repurchase Rights and First Refusal Rights shall have no effect with
respect to, or shall lapse and cease to have effect when the issuer's
securities become publicly traded or a determination is made by counsel for the
Company that such Repurchase Rights and First Refusal Rights are not permitted
under applicable federal or state securities laws.




8.10 No Transferability. Except as provided herein, a
Participant may not assign, sell or transfer Rights, in whole or in part, other
than by testament or by operation of the laws of descent and distribution.




8.10.1 Permitted Transfer of Non-Qualified Option. The
Administrator, in its sole discretion may permit the transfer of a
Non-Qualified Option (but not an ISO or Stock Purchase Right) as follows: (i)
by gift to a member of the Participant's immediate family, or (ii) by transfer
by instrument to a trust providing that the Option is to be passed to
beneficiaries upon death of the Settlor (either or both (i) or (ii) referred to
as a "Permitted Transferee"). For purposes of this Section 8.10.1,
"immediate family" shall mean the Optionee's spouse (including a
former spouse subject to terms of a domestic relations order); child,
stepchild, grandchild, child-in-law; parent, stepparent, grandparent,
parent-in-law; sibling and sibling-in-law, and shall include adoptive
relationships.




8.10.2 Conditions of Permitted Transfer. A transfer
permitted under this Section 8.10 hereof may be made only upon written notice
to and approval thereof by Administrator. A Permitted Transferee may not
further assign, sell or transfer the transferred Option, in whole or in part,
other than by testament or by operation of the laws of descent and
distribution. A Permitted Transferee shall agree in writing to be bound by the
provisions of this Plan, which a copy of said agreement shall be provided to
the Administrator for approval prior to the transfer.




SECTION 9: ADJUSTMENTS; MARKET STAND-OFF




9.1 Effect of Certain Changes.




9.1.1 Stock Dividends, Splits, Etc. If there is any
change in the number of outstanding shares of Stock by reason of a stock split,
reverse stock split, stock dividend, recapitalization, combination or reclassification,
then (i) the number of shares of Stock available for Rights, (ii) the number of
shares of Stock covered by outstanding Rights, and (iii) the Exercise Price or Purchase
Price of any Stock Option or Purchase Right, in effect prior to such change,
shall be proportionately adjusted by the Administrator to reflect any increase
or decrease in the number of issued shares of Stock; provided, however, that
any fractional shares resulting from the adjustment shall be eliminated.


-10- 






9.1.2 Liquidation, Dissolution, Merger or
Consolidation. In the event of a dissolution or liquidation of the Company, or
any corporate separation or division, including, but not limited to, a
split-up, a split-off or a spin-off, or a sale of substantially all of the
assets of the Company; a merger or consolidation in which the Company is not
the Surviving Entity; or a reverse merger in which the Company is the Surviving
Entity, but the shares of Company stock outstanding immediately preceding the
merger are converted by virtue of the merger into other property, whether in
the form of securities, cash or otherwise, then, the Company, to the extent
permitted by applicable law, but otherwise in its sole discretion may provide
for: (i) the continuation of outstanding Rights by the Company (if the Company
is the Surviving Entity); (ii) the assumption of the Plan and such outstanding
Rights by the Surviving Entity or its parent; (iii) the substitution by the
Surviving Entity or its parent of Rights with substantially the same terms for
such outstanding Rights; or (iv) the cancellation of such outstanding Rights
without payment of any consideration, provided that if such Rights would be
canceled in accordance with the foregoing, the Participant shall have the
right, exercisable during the later of the ten-day period ending on the fifth
day prior to such merger or consolidation or ten days after the Administrator
provides the Rights holder a notice of cancellation, to exercise such Rights in
whole or in part without regard to any installment exercise provisions in the
Rights agreement.




9.1.3 Par Value Changes. In the event of a change in
the Stock of the Company as presently constituted which is limited to a change
of all of its authorized shares with par value, into the same number of shares
without par value, or a change in the par value, the shares resulting from any
such change shall be "Stock" within the meaning of the Plan.




9.2 Decision of Administrator Final. To the extent
that the foregoing adjustments relate to stock or securities of the Company,
such adjustments shall be made by the Administrator, whose determination in
that respect shall be final, binding and conclusive; provided, however, that
each ISO granted pursuant to the Plan shall not be adjusted in a manner that
causes such Stock Option to fail to continue to qualify as an ISO without the
prior consent of the Optionee thereof.




9.3 No Other Rights. Except as hereinbefore expressly
provided in this Section 9, no Participant shall have any rights by reason of
any subdivision or consolidation of shares of Company stock or the payment of
any dividend or any other increase or decrease in the number of shares of
Company stock of any class or by reason of any of the events described in
Section 9.1, above, or any other issue by the Company of shares of stock of any
class, or securities convertible into shares of stock of any class; and, except
as provided in this Section 9, none of the foregoing events shall affect, and
no adjustment by reason thereof shall be made with respect to, the number or
price of shares of Stock subject to Rights. The grant of a Right pursuant to
the Plan shall not affect in any way the right or power of the Company to make
adjustments, reclassifications, reorganizations or changes of its capital or
business structures or to merge or to consolidate or to dissolve, liquidate or
sell, or transfer all or part of its business or assets.


-11- 






9.4 Market Stand-Off. Each Stock Option Agreement and
Stock Purchase Agreement shall provide that, in connection with any underwritten
public offering by the Company of its equity securities pursuant to an
effective registration statement filed under the Securities Act of 1933, as
amended, including the Company's initial public offering, the Participant shall
agree not to sell, make any short sale of, loan, hypothecate, pledge, grant any
option for the repurchase of, or otherwise dispose or transfer for value or
otherwise agree to engage in any of the foregoing transactions with respect to
any Stock without the prior written consent of the Company or its underwriters,
for such period of time from and after the effective date of such registration
statement as may be requested by the Company or such underwriters (the
"Market Stand-Off").




SECTION 10: AMENDMENT AND TERMINATION




The Board may amend, suspend or terminate the Plan at
any time and for any reason. At the time of such amendment, the Board shall
determine, upon advice from counsel, whether such amendment will be contingent
on stockholder approval.




SECTION 11: GENERAL PROVISIONS




11.1 General Restrictions.




11.1.1 No View to Distribute. The Administrator may
require each person acquiring shares of Stock pursuant to the Plan to represent
to and agree with the Company in writing that such person is acquiring the
shares without a view towards distribution thereof. The certificates for such
shares may include any legend that the Administrator deems appropriate to
reflect any restrictions on transfer.




11.1.2 Legends. All certificates for shares of Stock
delivered under the Plan shall be subject to such stop transfer orders and
other restrictions as the Administrator may deem advisable under the rules, regulations
and other requirements of the Securities and Exchange Commission, any stock
exchange upon which the Stock is then listed and any applicable federal or
state securities laws, and the Administrator may cause a legend or legends to
be put on any such certificates to make appropriate reference to such restrictions.




11.1.3 No Rights as Stockholder. Except as
specifically provided in this Plan, a Participant or a transferee of a Right
shall have no rights as a stockholder with respect to any shares covered by the
Rights until the date of the issuance of a Stock certificate to him or her for
such shares, and no adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or distributions
of other rights for which the record date is prior to the date such Stock
certificate is issued, except as provided in Section 9.1, hereof.




11.2 Other Compensation Arrangements. Nothing
contained in this Plan shall prevent the Board from adopting other or
additional compensation arrangements, subject to stockholder approval if such
approval is required; and such arrangements may be either generally applicable
or applicable only in specific cases.




11.3 Disqualifying Dispositions. Any Participant who
shall make a "disposition" (as defined in Section 424 of the Code) of
all or any portion of an ISO within two years from the date of grant of such
ISO or within one year after the issuance of the shares of Stock acquired upon
exercise of such ISO shall be required to immediately advise the Company in
writing as to the occurrence of the sale and the price realized upon the sale
of such shares of Stock.


-12- 






11.4 Regulatory Matters. Each Stock Option Agreement
and Stock Purchase Agreement shall provide that no shares shall be purchased or
sold thereunder unless and until (i) any then applicable requirements of state
or federal laws and regulatory agencies shall have been fully complied with to
the satisfaction of the Company and its counsel and (ii) if required to do so
by the Company, the Optionee or Offeree shall have executed and delivered to
the Company a letter of investment intent in such form and containing such
provisions as the Board or Committee may require.




11.5 Recapitalizations. Each Stock Option Agreement
and Stock Purchase Agreement shall contain provisions required to reflect the
provisions of Section 9.




11.6 Delivery. Upon exercise of a Right granted under
this Plan, the Company shall issue Stock or pay any amounts due within a
reasonable period of time thereafter. Subject to any statutory obligations the
Company may otherwise have, for purposes of this Plan, thirty days shall be
considered a reasonable period of time.




11.7 Other Provisions. The Stock Option Agreements and
Stock Purchase Agreements authorized under the Plan may contain such other
provisions not inconsistent with this Plan, including, without limitation,
restrictions upon the exercise of the Rights, as the Administrator may deem
advisable.




SECTION 12: INFORMATION TO PARTICIPANTS




To the extent necessary to comply with Delaware law,
the Company each year shall furnish to Participants its balance sheet and
income statement unless such Participants are limited to key Employees whose
duties with the Company assure them access to equivalent information.




SECTION 13: STOCKHOLDERS AGREEMENT




As a condition to the transfer of Stock pursuant to a
Right granted under this Plan, the Administrator, in its sole and absolute
discretion, may require the Participant to execute and become a party to any
agreement by and among the Company and any of its stockholders which exists on
or after the Date of Grant (the "Stockholders Agreement"). If the Participant
becomes a party to a Stockholders Agreement, in addition to the terms of this
Plan and the Stock Option Agreement or Stock Purchase Agreement (whichever is
applicable) pursuant to which the Stock is transferred, the terms and
conditions of the Stockholders Agreement shall govern Participant's rights in
and to the Stock; and if there is any conflict between the provisions of the
Stockholders Agreement and this Plan or any conflict between the provisions of
the Stockholders Agreement and the Stock Option Agreement or Stock Purchase
Agreement (whichever is applicable) pursuant to which the Stock is transferred,
the provisions of the Stockholders Agreement shall be controlling.
Notwithstanding anything to the contrary in this Section 13, if the Stockholders
Agreement contains any provisions which would violate the Delaware Corporations
Code if applied to the Participant, the terms of this Plan and the Stock Option
Agreement or Stock Purchase Agreement (whichever is applicable) pursuant to
which the Stock is transferred shall govern the Participant's rights with
respect to such provisions.


-13- 





SECTION 14: EFFECTIVE DATE OF PLAN




The effective date of this Plan is December 1, 2016.
The adoption of the Plan is subject to approval by the Company's stockholders,
which approval must be obtained within 12 months from the date the Plan is
adopted by the Board. In the event that the stockholders fail to approve the
Plan within 12 months after its adoption by the Board, any grants of Options or
sales or awards of shares that have already occurred shall be rescinded, and no
additional grants, sales or awards shall be made thereafter under the Plan.




SECTION 15: TERM OF PLAN




The Plan shall terminate automatically on December 1,
2026, but no later than the tenth (10th) anniversary of the effective date. No
Right shall be granted pursuant to the Plan after such date, but Rights
theretofore granted may extend beyond that date. The Plan may be terminated on
any earlier date pursuant to Section 10 hereof.




SECTION 16: EXECUTION




To record the adoption of the Plan by the Board, the
Company has caused its authorized officer to execute the same as of December 1,
2016.








BLACKSTAR
ENTERPRISE GROUP, INC.






By:
__________________________________________


John
Noble Harris, Chief Executive Officer




-14- 




STOCK OPTION AGREEMENT


2016 BLACKSTAR ENTERPRISE GROUP, INC. 


STOCK OPTION AND INCENTIVE AWARD PLAN


Notice Of Stock Option Grant




You
have been granted the following option to purchase Common Stock of BLACKSTAR
ENTERPRISE GROUP, INC. (the "Company"):




Name
of Optionee:




Total
Number of Shares Granted:




Type
of Option:




Exercise
Price Per Share:




Date
of Grant:




Vesting
Commencement Date:




Vesting
Schedule:




Expiration
Date:




By
your signature and the signature of the Company's authorized representative below,
you and the Company agree that this option is granted under and governed by the
terms and conditions of the 2016 BLACKSTAR ENTERPRISE GROUP, INC. STOCK OPTION
AND AWARD INCENTIVE PLAN and the STOCK OPTION AGREEMENT, both of which are attached
hereto and are incorporated herein by reference. Optionee hereby represents
that both the option and any shares acquired upon exercise of the option have
been or will be acquired for investment for his own account and not with a view
to or for sale in connection with any distribution or resale of the security.




	
  Optionee:

  	
  BLACKSTAR
  ENTERPRISE GROUP, INC.

  
	
   	
   
	
  By:

  	
  By:

  
	
  Name:

  	
  John Noble Harris

  
	

  	
  CEO

  



-15- 






ANNEX I






THE
OPTION GRANTED PURSUANT TO THIS AGREEMENT AND THE SHARES ISSUABLE UPON THE EXERCISE
THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE
REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO
THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.






2016 BLACKSTAR ENTERPRISE GROUP, INC.


 STOCK OPTION AND AWARD INCENTIVE PLAN:


STOCK OPTION AGREEMENT




SECTION 1: GRANT OF OPTION




1.1 Option. On the terms and conditions set forth in
the notice of stock option grant to which this agreement (the
"Agreement") is attached (the "Notice of Stock Option
Grant") and this agreement, the Company grants to the individual named in
the Notice of Stock Option Grant (the "Optionee") the option to
purchase at the exercise price specified in the Notice of Stock Option Grant (the
"Exercise Price") the number of Shares set forth in the Notice of
Stock Option Grant. This option is intended to be either an ISO or a
Non-Qualified Stock Option, as provided in the Notice of Stock Option Grant.




1.2 Stock Plan and Defined Terms. This option is
granted pursuant to and subject to the terms of the 2016 BLACKSTAR ENTERPRISE
GROUP, INC. STOCK OPTION AND AWARD INCENTIVE PLAN, as in effect on the date
specified in the Notice of Stock Option Grant (which date shall be the later of
(i) the date on which the Board resolved to grant this option, or (ii) the
first day of the Optionee's Service) and as amended from time to time (the
"Plan"), a copy of which is attached hereto and which the Optionee
acknowledges having received. Capitalized terms not otherwise defined in this
Agreement have the definitions ascribed to them in the Plan.




SECTION 2: RIGHT TO EXERCISE




2.1 Exercisability. Subject to Sections 2.2 and 2.3
below and the other conditions set forth in this Agreement, all or part of this
option may be exercised prior to its expiration at the time or times set forth
in the Notice of Stock Option Grant. Shares purchased by exercising this option
may be subject to the Right of Repurchase under Section 7. In addition, all of
the remaining unexercised options shall become vested and fully exercisable if
(i) a Change in Control occurs before the Optionee's Service terminates, and
(ii) the option is not assumed or an equivalent option is not substituted by
the successor entity that employs the Optionee immediately after the Change in
Control or by its parent or subsidiary.




2.2 Limitation. If this option is designated as an ISO
in the Notice of Stock Option Grant, then to the extent (and only to the
extent) the Optionee's right to exercise this option causes this option (in
whole or in part) to not be treated as an ISO by reason of the $100,000 annual
limitation under Section 422(d) of the Code, such options shall be treated as
Non-Qualified Stock

-1- 





Options,
but shall be exercisable by their terms. The determination of options to be
treated as Non-Qualified Stock Options shall be made by taking options into
account in the order in which they are granted. If the terms of this option cause
the $100,000 annual limitation under Section 422(d) of the Code to be exceeded,
a pro rata portion of each exercise shall be treated as the exercise of a
Non-Qualified Stock Option.




2.3 Stockholder Approval. Any other provision of this
Agreement notwithstanding, no portion of this option shall be exercisable at
any time prior to the approval of the Plan by the Company's stockholders. 




SECTION 3: NO TRANSFER OR ASSIGNMENT OF OPTION




Except as provided herein, an Optionee may not assign,
sell or transfer the option, in whole or in part, other than by testament or by
operation of the laws of descent and distribution. The Administrator, in its
sole discretion may permit the transfer of a Non-Qualified Option (but not an
ISO) as follows: (i) by gift to a member of the Participant's immediate family,
or (ii) by transfer by instrument to a trust providing that the Option is to be
passed to beneficiaries upon death of the Settlor (either or both (i) or (ii)
referred to as a "Permitted Transferee"). For purposes of this
Section 3, "immediate family" shall mean the Optionee's spouse
(including a former spouse subject to terms of a domestic relations order);
child, stepchild, grandchild, child-in-law; parent, stepparent, grandparent,
parent-in-law; sibling and sibling-in-law, and shall include adoptive
relationships. A transfer permitted under this Section 3 hereof may be made
only upon written notice to and approval thereof by Administrator. A Permitted
Transferee may not further assign, sell or transfer the transferred option, in
whole or in part, other than by testament or by operation of the laws of
descent and distribution. A Permitted Transferee shall agree in writing to be bound
by the provisions of this Plan, which agreement shall be submitted to and approved
by the Administrator before the transfer.




SECTION 4: EXERCISE PROCEDURES




4.1 Notice of Exercise. The Optionee or the Optionee's
representative may exercise this option by delivering a written notice in the
form of Exhibit A attached hereto ("Notice of Exercise") to the
Company in the manner specified pursuant to Section 14.4 hereof. Such Notice of
Exercise shall specify the election to exercise this option, the number of
Shares for which it is being exercised and the form of payment, which must
comply with Section 5. The Notice of Exercise shall be signed by the person who
is entitled to exercise this option. In the event that this option is to be
exercised by the Optionee's representative, the notice shall be accompanied by
proof (satisfactory to the Company) of the representative's right to exercise
this option.




4.2 Issuance of Shares. After receiving a proper
Notice of Exercise, the Company shall cause to be issued a certificate or
certificates for the Shares as to which this option has been exercised,
registered in the name of the person exercising this option (or in the names of
such person and his or her spouse as community property or as joint tenants
with right of survivorship). The Company shall cause such certificate or
certificates to be deposited in escrow or delivered to or upon the order of the
person exercising this option.




4.3 Withholding Taxes. In the event that the Company
determines that it is required to withhold any tax as a result of the exercise
of this option, the Optionee, as a condition to the exercise of this option,
shall make arrangements satisfactory to the Company to enable it to satisfy all
withholding requirements. The Optionee shall also make arrangements
satisfactory to the Company to enable it to satisfy any withholding
requirements that may arise in connection with the vesting or disposition of
Shares purchased by exercising this option, and shall provide to the Company
his/her/its social security number or employment identification number.

-2- 







SECTION 5: PAYMENT FOR STOCK




5.1 General Rule. The entire Exercise Price of Shares
issued under the Plan shall be payable in full by cash or cashier's check for
an amount equal to the aggregate Exercise Price for the number of shares being
purchased. Alternatively, in the sole discretion of the Plan Administrator and
upon such terms as the Plan Administrator shall approve, the Exercise Price may
be paid by:




5.1.1 Cashless Exercise. Provided the Company's Common
Stock is publicly traded, a copy of instructions to a broker directing such
broker to sell the Shares for which this option is exercised, and to remit to
the Company the aggregate Exercise Price of such option ("Cashless
Exercise");




5.1.2 Stock-For-Stock Exercise. Paying all or a
portion of the Exercise Price for the number of Shares being purchased by tendering
Shares owned by the Optionee, duly endorsed for transfer to the Company, with a
Fair Market Value on the date of delivery equal to the Exercise Price
multiplied by the number of Shares with respect to which this option is being
exercised (the "Purchase Price") or the aggregate Purchase Price of
the shares with respect to which this option or portion hereof is exercised
("Stock-for-Stock Exercise"); or




5.1.3 Attestation Exercise. By a stock for stock
exercise by means of attestation whereby the Optionee identifies for delivery
specific Shares already owned by Optionee and receives a number of Shares equal
to the difference between the Option Shares thereby exercised and the
identified attestation Shares ("Attestation Exercise").




5.2 Withholding Payment. The Exercise Price shall
include payment of the amount of all federal, state, local or other income,
excise or employment taxes subject to withholding (if any) by the Company or
any parent or subsidiary corporation as a result of the exercise of a Stock
Option. The Optionee may pay all or a portion of the tax withholding by cash or
check payable to the Company, or, at the discretion of the Administrator, upon
such terms as the Administrator shall approve, by (i) Cashless Exercise or
Attestation Exercise; (ii) Stock-for-Stock Exercise; (iii) in the case of an
Option, by paying all or a portion of the tax withholding for the number of
shares being purchased by withholding shares from any transfer or payment to
the Optionee ("Stock withholding"); or (iv) a combination of one or
more of the foregoing payment methods. Any shares issued pursuant to the
exercise of an Option and transferred by the Optionee to the Company for the
purpose of satisfying any withholding obligation shall not again be available
for purposes of the Plan. The fair market value of the number of shares subject
to Stock withholding shall not exceed an amount equal to the applicable minimum
required tax withholding rates.




5.3 Promissory Note. The Plan Administrator, in its
sole discretion, upon such terms as the Plan Administrator shall approve, may
permit all or a portion of the Exercise Price of Shares issued under the Plan
to be paid with a full-recourse promissory note. However, in the event there is
a stated par value of the shares and applicable law requires, the par value of
the shares, if newly issued, shall be paid in cash or cash equivalents. The
Shares shall be pledged as security for payment of the principal amount of the
promissory note and interest thereon, and shall be held in the possession of
the Company until the promissory note is repaid in full. Subject to the
foregoing, the Plan Administrator (at its sole discretion) shall specify the
term, interest rate, amortization requirements (if any) and other provisions of
such note.


-3- 






5.4 Exercise/Pledge. In the discretion of the Plan
Administrator, upon such terms as the Plan Administrator shall approve, payment
may be made all or in part by the delivery (on a form prescribed by the Plan
Administrator) of an irrevocable direction to pledge Shares to a securities
broker or lender approved by the Company, as security for a loan, and to
deliver all or part of the loan proceeds to the Company in payment of all or
part of the Exercise Price and any withholding taxes.




SECTION 6: TERM AND EXPIRATION




6.1 Basic Term. This option shall expire and shall not
be exercisable after the expiration of the earliest of (i) the Expiration Date
specified in the Notice of Stock Option Grant, (ii) three months after the date
the Optionee's Service with the Company and its Subsidiaries terminates if such
termination is for any reason other than death, Disability or Cause, (iii) one
year after the date the Optionee's Service with the Company and its
Subsidiaries terminates if such termination is a result of death or Disability,
and (iv) if the Optionee's Service with the Company and its Subsidiaries
terminates for Cause, all outstanding Options granted to such Optionee shall
expire as of the commencement of business on the date of such termination.
Outstanding Options that are not exercisable at the time of termination of
employment for any reason shall expire at the close of business on the date of
such termination. The Plan Administrator shall have the sole discretion to
determine when this option is to expire. For any purpose under this Agreement,
Service shall be deemed to continue while the Optionee is on a bona fide leave
of absence, if such leave to the extent required by applicable law. To the
extent applicable law does not require such a leave to be deemed to continue
while the Optionee is on a bona fide leave of absence, such leave shall be
deemed to continue if, and only if, expressly provided in writing by the
Administrator or a duly authorized officer of the Company, Parent or Subsidiary
for whom Optionee provides his or her services.




6.2 Exercise After Death. All or part of this option
may be exercised at any time before its expiration under Section 6.1 above by
the executors or administrators of the Optionee's estate or by any person who
has acquired this option directly from the Optionee by beneficiary designation,
bequest or inheritance, but only to the extent that this option had become
exercisable before the Optionee's death. When the Optionee dies, this option
shall expire immediately with respect to the number of Shares for which this
option is not yet exercisable and with respect to any Share that is subject to
the Right of Repurchase (as such term is defined in below) (the
"Restricted Stock").




6.3 Notice Concerning ISO Treatment. If this option is
designated as an ISO in the Notice of Stock Option Grant, it ceases to qualify
for favorable tax treatment as an ISO to the extent it is exercised (i) more
than three months after the date the Optionee ceases to be an Employee for any
reason other than death or permanent and total disability (as defined in
Section 22(e)(3) of the Code), (ii) more than 12 months after the date the
Optionee ceases to be an Employee by reason of such permanent and total
disability, or (iii) after the Optionee has been on a leave of absence for more
than 90 days, unless the Optionee's reemployment rights are guaranteed by
statute or by contract.



-4- 




SECTION 7: RIGHT OF REPURCHASE




7.1 Option Repurchase Right. Following a termination
of the Optionee's Service, the Company shall have the option to repurchase the
Optionee's vested and exercisable options at a price equal to the Fair Market
Value of the Stock underlying such options, less the Exercise Price (the
"Option Repurchase Right").




7.2 Stock Repurchase Right. Unless they have become
vested in accordance with the Notice of Stock Option Grant and Section 7.4
below, the stock acquired under this Agreement initially shall be Restricted
Stock and shall be subject to a right (but not an obligation) of repurchase by
the Company, which shall be exercisable at a price equal to the Exercise Price
paid for the Restricted Stock (the "Stock Repurchase Right"). Vested
stock acquired under this Agreement shall be subject to a right (but not an
obligation) of repurchase by the Company, which shall be exercisable at a price
equal to the Fair Market Value of the vested Stock.




7.3 Condition Precedent to Exercise. The Option
Repurchase Right and Stock Repurchase Rights (collectively, the "Right of
Repurchase") shall be exercisable over Restricted Stock only during the
90-day period next following the later of:




7.3.1 The date when the Optionee's Service terminates
for any reason, with or without Cause, including (without limitation) death or disability;
or




7.3.2 The date when this option was exercised by the
Optionee, the executors or administrators of the Optionee's estate, or any
person who has acquired this option directly from the Optionee by bequest,
inheritance or beneficiary designation.




7.4 Lapse of Right of Repurchase. The Right of
Repurchase shall lapse with respect to the Shares subject to this option in
accordance with the vesting schedule set forth in the Notice of Stock Option
Grant. In addition, the Right of Repurchase shall lapse and all of the
remaining Restricted Stock shall become vested if (i) a Change in Control
occurs before the Optionee's Service terminates, and (ii) the Right of
Repurchase is not assigned to the entity that employs the Optionee immediately
after the Change in Control or to its parent or subsidiary. The Right of
Repurchase shall lapse with respect to (i) Shares that are registered under a
then currently effective registration statement under applicable federal
securities laws and the issuer is subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act or becomes an investment company
registered or required to be registered under the Investment Company Act of
1940, or (ii) Shares for which a determination is made by counsel for the Company
that such Exercise Price restrictions are not required in the circumstances
under applicable federal or state securities laws.




7.5 Exercise of Right of Repurchase. The Company shall
exercise the Right of Repurchase by written notice delivered to the Optionee
prior to the expiration of the 90-day period specified in Section 7.3 above.
The notice shall set forth the date on which the repurchase is to be effected,
which must occur within 31 days of the notice. The certificate(s) representing
the Restricted Stock to be repurchased shall, prior to the close of business on
the date specified for the repurchase, be delivered to the Company properly
endorsed for transfer. The Company shall, concurrently with the receipt of such
certificate(s), pay to the Optionee the Purchase Price determined according to this
Section 7. Payment shall be made in cash or cash equivalents or by canceling
indebtedness to the Company incurred by the Optionee in the purchase of the
Restricted Stock. The Right of Repurchase shall terminate with respect to any
Restricted Stock for which it has not been timely exercised pursuant to this Section
7.5.

-5- 





7.6 Rights of Repurchase Adjustments. If there is any
change in the number of outstanding shares of Stock by reason of a stock split,
reverse stock split, stock dividend, an extraordinary dividend payable in a
form other than stock, recapitalization, combination or reclassification, or a
similar transaction affecting the Company's outstanding securities without
receipt of consideration, then (i) any new, substituted or additional securities
or other property (including money paid other than as an ordinary cash
dividend) distributed with respect to any Restricted Stock (or into which such
Restricted Stock thereby become convertible) shall immediately be subject to
the Right of Repurchase; and (ii) appropriate adjustments to reflect the
distribution of such securities or property shall be made to the number and/or
class of the Restricted Stock and to the price per share to be paid upon the
exercise of the Right of Repurchase; provided, however, that the aggregate
Purchase Price payable for the Restricted Stock shall remain the same.




7.7 Termination of Rights as Stockholder. If the
Company makes available, at the time and place and in the amount and form
provided in this Agreement, the consideration for the Restricted Stock to be
repurchased in accordance with this Section 7, then after such time the person
from whom such Restricted Stock is to be repurchased shall no longer have any
rights as a holder of such Restricted Stock (other than the right to receive
payment of such consideration in accordance with this Agreement). Such
Restricted Stock shall be deemed to have been repurchased in accordance with
the applicable provisions hereof, whether or not the certificate(s) therefore
have been delivered as required by this Agreement.




7.8 Escrow. Upon issuance, the certificates for
Restricted Stock shall be deposited in escrow with the Company to be held in
accordance with the provisions of this Agreement. Any new, substituted or
additional securities or other property described in Section 7.6 above shall
immediately be delivered to the Company to be held in escrow, but only to the
extent the Shares are at the time Restricted Stock. All regular cash dividends
on Restricted Stock (or other securities at the time held in escrow) shall be
paid directly to the Optionee and shall not be held in escrow. Restricted
Stock, together with any other assets or securities held in escrow hereunder,
shall be (i) surrendered to the Company for repurchase and cancellation upon
the Company's exercise of its Right of Repurchase or Right of First Refusal or
(ii) released to the Optionee upon the Optionee's request to the extent the
Shares are no longer Restricted Stock (but not more frequently than once every
six months). In any event, all Shares which have vested (and any other vested
assets and securities attributable thereto) shall be released within 60 days
after the earlier of (i) the Optionee's cessation of Service or (ii) the lapse
of the Right of First Refusal.




SECTION 8: RIGHT OF FIRST REFUSAL




8.1 Right of First Refusal. In the event that the
Company's stock is not readily tradable on an established securities market and
the Optionee proposes to sell, pledge or otherwise transfer to a third party
any Shares acquired under this Agreement, or any interest in such Shares, to
any person, entity or organization (the "Transferee") the Company
shall have the Right of First Refusal with respect to all (and not less than
all) of such Shares (the "Right of First Refusal"). If the Optionee
desires to transfer Shares acquired under this Agreement, the Optionee shall
give a written transfer notice ("Transfer Notice") to the Company
describing fully the proposed transfer, including the number of Shares proposed
to be transferred, the proposed transfer price, the name and address of the
proposed Transferee and proof satisfactory to the Company that the proposed
sale or transfer will not violate any applicable federal or state securities
laws. The Transfer Notice shall be signed both by the Optionee and by the
proposed Transferee and must constitute a binding commitment of both parties to
the transfer of the Shares. The Company shall have the right to purchase all,
and not less than all, of the Shares on the terms of the proposal described in
the Transfer Notice by delivery of a notice of exercise of the Right of First
Refusal within 30 days after the date when the Transfer Notice was received by
the Company. The Company's rights under this Section 8.1 shall be freely
assignable, in whole or in part.


-6- 






8.2 Additional Shares or Substituted Securities. In
the event of the declaration of a stock dividend, the declaration of an
extraordinary dividend payable in a form other than stock, a spin-off, a stock
split, an adjustment in conversion ratio, a recapitalization or a similar
transaction affecting the Company's outstanding securities without receipt of
consideration, any new, substituted or additional securities or other property
(including money paid other than as an ordinary cash dividend) which are by
reason of such transaction distributed with respect to any Shares subject to
this Section 8 or into which such Shares thereby become convertible shall
immediately be subject to this Section 8. Appropriate adjustments to reflect
the distribution of such securities or property shall be made to the number
and/or class of the Shares subject to this Section 8.




8.3 Termination of Right of First Refusal. Any other
provision of this Section 8 notwithstanding, in the event that the Stock is
readily tradable on an established securities market when the Optionee desires
to transfer Shares, the Company shall have no Right of First Refusal, and the
Optionee shall have no obligation to comply with the procedures prescribed by
this Section 8.




8.4 Permitted Transfers. This Section 8 shall not
apply to a transfer (i) by gift to a member of the Participant's immediate
family or (ii) by transfer by instrument to a trust providing that the Option
is to be passed to beneficiaries upon death of the Settlor. For purposes of
this Section 8.4, "immediate family" shall mean the Optionee's spouse
(including a former spouse subject to terms of a domestic relations order);
child, stepchild, grandchild, child-in-law; parent, stepparent, grandparent,
parent-in-law; sibling and sibling-in-law, and shall include adoptive
relationships.




8.5 Termination of Rights as Stockholder. If the
Company makes available, at the time and place and in the amount and form
provided in this Agreement, the consideration for the Shares to be purchased in
accordance with this Section 8, then after such time the person from whom such
Shares are to be purchased shall no longer have any rights as a holder of such
Shares (other than the right to receive payment of such consideration in
accordance with this Agreement). Such Shares shall be deemed to have been
purchased in accordance with the applicable provisions hereof, whether or not
the certificate(s) therefore have been delivered as required by this Agreement.




SECTION 9: OBLIGATION TO SELL.




Notwithstanding anything herein to the contrary, if at
any time following Optionee's acquisition of Shares hereunder, stockholders of
the Company owning 51% or more of the shares of the Company (on a fully diluted
basis) (the "Control Sellers") enter into an agreement (including any
agreement in principal) to transfer all of their shares to any person or group
of persons who are not affiliated with the Control Sellers, such Control
Sellers may require each stockholder who is not a Control Seller (a
"Non-Control Seller") to sell all of their shares to such person or
group of persons at a price and on terms and conditions the same as those on
which such Control Sellers have agreed to sell their shares, other than terms
and conditions relating to the performance or non-performance of services. For
the purposes of the preceding sentence, an affiliate of a Control Seller is a
person who controls, which is controlled by, or which is under common control
with, the Control Seller.

-7- 





SECTION 10: STOCKHOLDERS AGREEMENT




As a condition to the transfer of Stock pursuant to
this Stock Option Agreement, the Administrator, in its sole and absolute
discretion, may require the Participant to execute and become a party to any
agreement by and among the Company and any of its stockholders which exists on
or after the Date of Grant (the "Stockholders Agreement"). If the
Participant becomes a party to a Stockholders Agreement, in addition to the
terms of the Plan and this Stock Option Agreement, the terms and conditions of
Stockholders Agreement shall govern Participant's rights in and to the Stock;
and if there is any conflict between the provisions of the Stockholders
Agreement and the Plan or any conflict between the provisions of the
Stockholders Agreement and this Stock Option Agreement, the provisions of the
Stockholders Agreement shall be controlling. Notwithstanding anything to the
contrary in this Section 10, if the Stockholders Agreement contains any
provisions which would violate Delaware corporate law if applied to the Participant,
the terms of the Plan and this Stock Option Agreement shall govern the
Participant's rights with respect to such provisions.




SECTION 11: LEGALITY OF INITIAL ISSUANCE




No Shares shall be issued upon the exercise of this
option unless and until the Company has determined that:




11.1 It and the Optionee have taken any actions
required to register the Shares, provided the Stock is publicly traded, under
the Securities Act of 1933, as amended (the "Securities Act"), or to
perfect an exemption from the registration requirements thereof;




11.2 Any applicable listing requirement of any stock
exchange on which Stock is listed has been satisfied; and




11.3 Any other applicable provision of state or
federal law has been satisfied.




SECTION 12: NO REGISTRATION RIGHTS




The Company may, but shall not be obligated to,
register or qualify the sale of Shares under the Securities Act or any other
applicable law. The Company shall not be obligated to take any affirmative
action in order to cause the sale of Shares under this Agreement to comply with
any law.




SECTION 13: RESTRICTIONS ON TRANSFER




13.1 Securities Law Restrictions. Regardless of
whether the offering and sale of Shares under the Plan have been registered
under the Securities Act or have been registered or qualified under the
securities laws of any state, the Company, at its discretion, may impose
restrictions upon the sale, pledge or other transfer of such Shares (including
the placement of appropriate legends on stock certificates or the imposition of
stop-transfer instructions) if, in the judgment of the Company, such
restrictions are necessary or desirable in order to achieve compliance with the
Securities Act, the securities laws of any state or any other law.




13.2 Market Stand-Off. In the event of an underwritten
public offering by the Company of its equity securities pursuant to an
effective registration statement filed under the Act, including the Company's
initial public offering (a "Public Offering"), the Optionee shall not
transfer for value any shares of Stock without the prior written consent of the
Company or its underwriters, for such period of time from and after the
effective date of such registration statement as may be requested by 


-8- 






the Company or such underwriters
(the "Market Stand-Off"). The Market Stand-off shall be in effect for such
period of time following the date of the final prospectus for the offering as
may be requested by the Company or such underwriters. In the event of the
declaration of a stock dividend, a spin-off, a stock split, an adjustment in
conversion ratio, a recapitalization or a similar transaction affecting the
Company's outstanding securities without receipt of consideration, any new,
substituted or additional securities which are by reason of such transaction
distributed with respect to any Shares subject to the Market Stand-Off, or into
which such Shares thereby become convertible, shall immediately be subject to
the Market Stand-Off. In order to enforce the Market Stand-Off, the Company may
impose stop-transfer instructions with respect to the Shares acquired under this
Agreement until the end of the applicable stand-off period.




13.3 Investment Intent at Grant. The Optionee
represents and agrees that the Shares to be acquired upon exercising this
option will be acquired for investment, and not with a view to the sale or
distribution thereof.




13.4 Investment Intent at Exercise. In the event that
the sale of Shares under the Plan is not registered under the Securities Act
but an exemption is available which requires an investment representation or
other representation, the Optionee shall represent and agree at the time of
exercise that the Shares being acquired upon exercising this option are being
acquired for investment, and not with a view to the sale or distribution
thereof, and shall make such other representations as are deemed necessary or
appropriate by the Company and its counsel.




13.5 Legends. All certificates evidencing Shares
purchased under this Agreement in an unregistered transaction shall bear the
following legend (and such other restrictive legends as are required or deemed
advisable under the provisions of any applicable law):




"THE
SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED
WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF
COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS
NOT REQUIRED."




13.6 Removal of Legends. If, in the opinion of the
Company and its counsel, any legend placed on a stock certificate representing
Shares sold under this Agreement no longer is required, the holder of such
certificate shall be entitled to exchange such certificate for a certificate
representing the same number of Shares but without such legend.




13.7 Administration. Any determination by the Company
and its counsel in connection with any of the matters set forth in this Section
13 shall be conclusive and binding on the Optionee and all other persons.




SECTION 14: MISCELLANEOUS PROVISIONS




14.1 Rights as a Stockholder. Neither the Optionee nor
the Optionee's representative shall have any rights as a stockholder with
respect to any Shares subject to this option until the Optionee or the
Optionee's representative becomes entitled to receive such Shares by filing a
notice of exercise and paying the Exercise Price pursuant to Section 4 and
Section 5 hereof.


-9- 





14.2 Adjustments. If there is any change in the number
of outstanding shares of Stock by reason of a stock split, reverse stock split,
stock dividend, recapitalization, combination or reclassification, then (i) the
number of shares subject to this option and (ii) the Exercise Price of this
option, in effect prior to such change, shall be proportionately adjusted to reflect
any increase or decrease in the number of issued shares of Stock; provided,
however, that any fractional shares resulting from the adjustment shall be
eliminated.




14.3 No Retention Rights. Nothing in this option or in
the Plan shall confer upon the Optionee any right to continue in Service for
any period of specific duration or interfere with or otherwise restrict in any
way the rights of the Company (or any Parent or Subsidiary employing or
retaining the Optionee) or of the Optionee, which rights are hereby expressly
reserved by each, to terminate his or her Service at any time and for any
reason, with or without Cause.




14.4 Notice. Any notice required by the terms of this
Agreement shall be given in writing and shall be deemed effective upon personal
delivery or upon deposit with the United States Postal Service, by registered
or certified mail, with postage and fees prepaid. Notice shall be addressed the
Optionee at the address set forth in the records of the Company. Notice shall
be addressed to the Company at:




BLACKSTAR ENTERPRISE GROUP, INC.


Attn:  John Noble Harris


4450 Arapahoe Ave., Suite 100


Boulder, CO 80303




14.5 Entire Agreement. The Notice of Stock Option
Grant, this Agreement and the Plan constitute the entire contract between the
parties hereto with regard to the subject matter hereof. They supersede any
other agreements, representations or understandings (whether oral or written
and whether express or implied) that relate to the subject matter hereof.




14.6 Choice of Law. THIS AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE WITHOUT
REGARD TO ITS CHOICE OF LAWS PROVISIONS, AS DELAWARE LAWS ARE APPLIED TO
CONTRACTS ENTERED INTO AND PERFORMED IN SUCH STATE.




14.7 Attorneys' Fees. In the event that any action,
suit or proceeding is instituted upon any breach of this Agreement, the
prevailing party shall be paid by the other party thereto an amount equal to
all of the prevailing party's costs and expenses, including attorneys' fees
incurred in each and every such action, suit or proceeding (including any and
all appeals or petitions therefrom). As used in this Agreement,
"attorneys' fees" shall mean the full and actual cost of any legal
services actually performed in connection with the matter involved calculated
on the basis of the usual fee charged by the attorney performing such services
and shall not be limited to "reasonable attorneys' fees" as defined
in any statute or rule of court.


-10- 





EXHIBIT A


TO


2016 BLACKSTAR ENTERPRISE GROUP, INC.


 STOCK OPTION AND AWARD INCENTIVE PLAN:


STOCK OPTION AGREEMENT


ANNEX I






NOTICE OF EXERCISE





(To be signed only upon exercise of the Option)




 




 




BLACKSTAR ENTERPRISE GROUP, INC.


Attn: John Noble Harris, CEO


4450 Arapahoe Ave., Suite 100


Boulder,
CO  80303




The
undersigned, the holder of the enclosed Stock Option Agreement, hereby
irrevocably elects to exercise the purchase rights represented by the Option
and to purchase thereunder __________* shares of Common Stock of BLACKSTAR
ENTERPRISE GROUP, INC. (the "Company"), and herewith encloses payment
of $_______ and/or _________ shares of the Company's common stock in full
payment of the purchase price of such shares being purchased.






Dated:




------------------------------




NOTICE:
YOUR STOCK MAY BE SUBJECT TO RESTRICTIONS AND FORFEITABLE UNDER THE NOTICE OF
STOCK OPTION GRANT AND STOCK OPTION AGREEMENT




(Signature
must conform in all respects to name of holder as specified on the face of the
Option)








--------------------------------------------------------------




--------------------------------------------------------------


(Please
Print Name)






--------------------------------------------------------------




--------------------------------------------------------------


(Address)






*
Insert here the number of shares called for on the face of the Option, or, in the
case of a partial exercise, the number of shares being exercised, in either case
without making any adjustment for additional Common Stock of the Company, other
securities or property that, pursuant to the adjustment provisions of the Option,
may be deliverable upon exercise.





FORM OF RESOLUTIONS FOR OPTION GRANTS






RESOLUTIONS ADOPTED BY UNANIMOUS WRITTEN CONSENT


OF THE BOARD OF DIRECTORS OF


BLACKSTAR ENTERPRISE GROUP, INC.




As
of ______________, 20__




The
undersigned directors, constituting the entire board of directors (the
"Board") of BLACKSTAR ENTERPRISE GROUP, INC., a Delaware Corporation
(the "Company"), hereby take the following actions, adopt the
following resolutions, and transact the following business, by written consent
without a meeting, as of the date above written, pursuant to the applicable
corporate laws of the State of Delaware and the Company's Bylaws.




WHEREAS,
the Company previously adopted the 2016 BLACKSTAR ENTERPRISE GROUP, INC. STOCK
OPTION AND AWARD INCENTIVE PLAN (the "Plan"), and has delegated the
responsibility to administer the Plan to the Board;




WHEREAS,
Ten Million (10,000,000) shares of Common Stock of the Company were originally
reserved for issuance under the Plan;




WHEREAS,
as of the date hereof, _____________ shares remain available for issuance under
the Plan; and




WHEREAS,
the Board has determined that it is in the best interests of this Company and
its stockholders to provide, under the Plan, equity incentives to those
employees, directors and/or consultants of the Company identified below.




NOW,
THEREFORE, BE IT RESOLVED, that the persons listed on the Exhibit A, which is
attached hereto and incorporated herein by reference, which exhibit was
reviewed by the Board and shall be included with this Consent, are hereby granted,
as of the date hereof, an option (the "Option") to purchase the
number of shares with the vesting schedule and exercise price as set forth in
Exhibit A;




RESOLVED
FURTHER, that each of the Options shall be either a Non-Qualified Stock Option
or an ISO (as such terms are defined in the Plan) as specified in Exhibit A;




RESOLVED
FURTHER, that the Options shall be evidenced by stock option agreements and be
subject to the restrictions (including transfer and/or repurchase rights), if
any, set forth in such stock option agreements;




RESOLVED
FURTHER, that the Options shall be granted pursuant to the exemptions provided
under Section 701 of the Securities Act Rules and Delaware Securities Laws;




RESOLVED
FURTHER, that there is hereby reserved and set aside under the Plan the number
of shares adequate to cover the shares underlying the Options granted herein;
and




RESOLVED
FURTHER, that the officers of this Company, and each of them, be, and they
hereby are, authorized, directed and empowered for and on behalf of the Company
to do or cause to be done all such acts and things and to sign, deliver and/or
file all such documents and notices as any of such officers may deem necessary
or advisable in order to carry out and perform the foregoing resolutions and
the intention thereof.






The
Secretary of the Corporation is directed to file the original executed copy of
this Consent with the minutes of proceedings of the Board.




IN
WITNESS WHEREOF, each of the undersigned has executed this consent as of the
date first written above.




DIRECTORS:




	

  	

  	

  
	
  John
  Noble Harris, Director

  	

  	
  Todd
  H. Lahr, Director

  
	
   	

   	
   
	
   	

   	
   
	
   	

   	
   
	

  	

  	

  
	

  	

  	

  
	
  Joseph
  E. Kurczodyna, Director

  	

  	

  
	

  	

  	

  






EXHIBIT A


TO


FORM OF RESOLUTIONS FOR OPTION GRANTS








Stock Option Grant Information




	
  Name

  	
  No.
  Shares

  	
  ISO
  or NQSO

  	
  Exercise
  Price*

  	
  Vesting
  Schedule

  
	
   	
   	
   	
   	
   
	
   	
   	
   	
   	
   
	
   	
   	
   	
   	
   
	
   	
   	
   	
   	
   
	
   	
   	
   	
   	
   
	
   	
   	
   	
   	
   
	
   	
   	
   	
   	
   
	
   	
   	
   	
   	
   
	
   	
   	
   	
   	
   
	
   	
   	
   	
   	
   
	

  	

  	

  	

  	

  
	

  	

  	

  	

  	

  
	

  	

  	

  	

  	

  
	

  	

  	

  	

  	

  
	

  	

  	

  	

  	

  
	

  	

  	

  	

  	

  
	

  	

  	

  	

  	

  
	

  	

  	

  	

  	

  







*
In the case of an ISO, the per share exercise price must be at least 100% of
the Fair Market Value (as such term is defined in the Plan) of the underlying
share as of the date of grant. In the case of a NQSO, the per share exercise
price must be at least 85% of the Fair Market Value of the underlying share as
of the date of grant.








STOCK PURCHASE AGREEMENT








STOCK PURCHASE CERTIFICATE




THIS
IS TO CERTIFY that BLACKSTAR ENTERPRISE GROUP, INC., a Delaware corporation (the
"Company"), has offered you (the "Purchaser") the right to
purchase Common Stock (the "Stock" or "Shares") of the
Company under its 2016 BLACKSTAR ENTERPRISE GROUP, INC. STOCK OPTION AND AWARD
INCENTIVE PLAN (the "Plan"), as follows:




	
  Name
  of Purchaser:

  	

  
	
  Address
  of Purchaser:

  	

  
	

  	

  
	
  Number
  of Shares:

  	

  
	
  Purchase
  Price:

  	
  $

  
	
  Offer
  Grant Date:

  	

  
	
  Offer
  Expiration Date:

  	
  15
  days after the Offer Grant Date

  
	
  Vesting
  Commencement Date:

  	

  
	
  Vesting
  Schedule:

  	

  
	

  	

  







By
your signature and the signature of the Company's representative below, you and
the Company agree to be bound by all of the terms and conditions of the Stock
Purchase Agreement, which is attached hereto as Annex I and the Plan (both
incorporated herein by this reference as if set forth in full in this document).
By executing this Agreement, Purchaser hereby irrevocably elects to exercise
the purchase rights granted pursuant to the Stock Purchase Agreement and to
purchase ________ shares of Stock of BLACKSTAR ENTERPRISE GROUP, INC., and
herewith encloses payment of $____________ in payment of the purchase price of
the shares being purchased.




	PURCHASER:	 	BLACKSTAR ENTERPRISE GROUP, INC.
	 	 	 
	
    
      By:

    	 	
    
      By:

    
	 	 	John Noble Harris
	Printed Name:_______________________	 	Its: CEO










ANNEX I


to


STOCK PURCHASE AGREEMENT






THE
STOCK GRANTED PURSUANT TO THIS AGREEMENT HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED
WITHOUT AN EFFECTIVE REGISTRATION UNDER SUCH ACT OR AN OPINION OF COUNSEL,
SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT
REQUIRED.






2016 BLACKSTAR ENTERPRISE GROUP, INC.


 STOCK OPTION AND AWARD INCENTIVE PLAN:


STOCK PURCHASE AGREEMENT




This
Stock Purchase Agreement (this "Agreement") is made and entered into
on the execution date of the Stock Purchase Certificate to which it is attached
(the "Certificate"), by and between BLACKSTAR ENTERPRISE GROUP, INC.,
a Delaware corporation (the "Company"), and the Director, Employee or
Consultant ("Purchaser") named in the Certificate.




Pursuant
to the 2016 BLACKSTAR ENTERPRISE GROUP, INC. STOCK OPTION AND AWARD INCENTIVE PLAN
(the "Plan"), the Administrator of the Plan has authorized the grant
to Purchaser of the right to purchase shares of the Company's Common Stock,
upon the terms and subject to the conditions set forth in this Agreement and in
the Plan. Capitalized terms not otherwise defied herein shall have the meanings
ascribed to them in the Plan.




SECTION 1: THE OFFER.




1.1 Offer of the Stock. The Company hereby offers to
sell to purchaser the number of shares of stock set forth in the certificate at
the price and subject to the restrictions set forth in this Agreement (the
shares of stock which you purchase under this agreement are referred to as the
"Stock" or "Shares").




1.2 Purchase Price. The Purchase Price for the Stock
is set forth in the Certificate.




1.3 Payment For The Stock. Purchaser may pay for the
stock by delivering to the company the purchase price in the form of either (i)
cash or cashier's check or (ii) your promissory note, in the form of the
Promissory Note attached to this agreement as Exhibit A. If Purchaser pays for
the stock by delivery of the Promissory Note, Purchaser must also deliver to
the company at the same time one executed copy of both the Security Agreement
attached as Exhibit B and the Stock Assignment attached as Exhibit C.




1.4 Expiration of Offer. This offer expires at 5:00 o'clock p.m. on
the date set forth in the certificate.


-2- 





SECTION 2: ACCEPTANCE OF THE OFFER.




There
is no obligation to exercise the rights granted to you under this Agreement, in
whole or in part. Purchaser may purchase fewer shares than the number offered
to Purchaser in this Agreement. If Purchaser decides to accept the offer and
purchase any shares offered, Purchaser must do the following:




2.1 Complete Documents. Complete, sign and date one
copy of the Certificate, and, if Purchaser is paying by delivery of a
promissory note, one copy each of the attached Promissory Note, Security
Agreement and Stock Assignment;




2.2 Spousal Consent. If Purchaser is married,
Purchaser must have his or her spouse sign and date one copy of the attached
Spousal Consent; and




2.3 Deliver to Company. Deliver to the Company on or
before the time the offer expires, the signed copy of this Agreement, the
Spousal Consent, and payment for the Stock, in cash, by cashier's check or by
the Promissory Note. If Purchaser is paying for the stock by the Promissory
Note, Purchaser must also deliver to the Company the executed original
Promissory Note, Security Agreement and Stock Assignment.




Purchaser
should retain a copy of all of the signed documents for his or her files, and
if Purchaser does so, Purchaser should mark the retained copy of the Promissory
Note "COPY." THE SIGNED PROMISSORY NOTE IS A NEGOTIABLE INSTRUMENT
AND IS ENFORCEABLE AGAINST PURCHASER BY ANY HOLDER OF THE PROMISSORY NOTE, AND
ANY ADDITIONAL SIGNED COPIES WHICH ARE NOT MARKED "COPY" MAY ALSO BE NEGOTIABLE
INSTRUMENTS WHICH ARE ENFORCEABLE AGAINST PURCHASER BY THEIR HOLDER.




SECTION 3: RESTRICTIONS ON THE STOCK.




3.1 Restrictions on Transfer of Shares. Purchaser
shall not sell, make any short sale of, loan, hypothecate, pledge, grant any
option for the repurchase of, or otherwise dispose or transfer for value (each
a "Transfer") or otherwise agree to engage in any of the foregoing
transactions with respect to any shares of Stock. The Company shall not be
required to register any such Transfer and the Company may instruct its
transfer agent not to register any such Transfer, unless and until all of the
following events shall have occurred:




3.1.1 The Company has declined to exercise the right
of first refusal provided for in Section 5 hereof;




3.1.2 The Shares are Transferred pursuant to and in
conformity with: (i) (x) an effective registration statement filed with the
Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933, as amended (the "Act") or (y) an exemption
from registration under the Act; and (ii) the securities laws of any state of
the United States; and




3.1.3 Purchaser has, prior to the Transfer of such
Shares, and if requested by the Company, provided all relevant information to
the Company's counsel so that upon the Company's request, the Company's counsel
is able to deliver, and actually prepares and delivers to the Company a written
opinion that the proposed Transfer is: (i) (x) pursuant to a registration
statement which has been filed with the Commission and is then effective or (y)
exempt from registration under the Act as then in effect, and the Rules and
Regulations of the Commission thereunder; and (ii) is either qualified or
registered under any applicable state securities laws, or exempt from such
qualification or registration. The Company shall bear all reasonable costs of
preparing such opinion.


-3- 






3.2 Additional Restrictions on Transfer of Non-Vested
Shares. Purchaser agrees, for himself or herself and for his or her heirs,
successors and assigns, that Purchaser shall have no right or power under any
circumstance to Transfer any interest in shares of the Stock which are
"Non-Vested Shares," as determined by the schedule set forth in the
Certificate, except to the Company. As used in this Agreement, "Vested
Shares" means all shares of the Stock which Purchaser has the right to
Transfer at a specified point in time and "Non-Vested Shares" means
all shares of the Stock which Purchaser does not have the right to Transfer at
a specified point in time. The Certificate sets forth the vesting schedule.




3.3 Company's Repurchase Right.




3.3.1 Scope of Repurchase Right. Unless they have
become vested, the Shares acquired under this Agreement initially shall be
"Restricted Stock" and shall be subject to a right (but not an
obligation) of repurchase by the Company (the "Repurchase Right").
The Purchaser shall not transfer, assign, encumber or otherwise dispose of any
Restricted Stock, except as provided in the following sentence. The Purchaser
may transfer Restricted Stock:




3.3.1.1 By testament or intestate
succession or by transfer by instrument to a trust providing that the
Restricted Stock is to be passed to one or more beneficiaries upon death of the
Settlor; or




3.3.1.2 To the Purchaser's "immediate
family," as that term is defined in the Plan (together,
"Transferee").




Provided, however, in either case the
Transferee must agree in writing on a form prescribed by the Company to be bound
by all provisions of this Agreement. If the Purchaser transfers any Restricted
Stock, then this Section 3 will apply to the Transferee to the same extent as
to the Purchaser.




3.3.2 Exercise Period. The Repurchase Right shall be
exercisable only during the 90-day period following the later of the date when
the Purchaser's service as an Employee, outside Director or Consultant
("Service") terminates for any reason, with or without cause,
including (without limitation) death or disability.




3.3.3 Non Applicability and Lapse of Repurchase Right.
The Repurchase Right shall lapse with respect to the Shares in accordance with
the vesting schedule set forth in the Certificate. In addition, the Repurchase
Right shall lapse and all of such Stock shall become vested if (i) a Change in
Control occurs before the Purchaser's Service terminates and (ii) the options
are not assumed by, or Repurchase Right is not assigned to, the entity that
employs the Participant immediately after the Change in Control or to its parent
or subsidiary.


-4- 






The Repurchase Right shall not exist with respect to
shares of Stock that have been registered under a then currently effective
registration statement under applicable federal securities laws and the issuer
is subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act or becomes an investment company registered or required to be registered
under the Investment Company Act of 1940, or (ii) a determination is made by
counsel for the Company that such Exercise Price restrictions are not required
in the circumstances under applicable federal or state securities laws.




3.3.4 Repurchase Price. Following a termination of the
Participant's Service, which does not result from the Company's termination of
Service for Cause, the Repurchase Right shall be exercisable at a price equal
to (i) the Fair Market Value of vested Stock and (ii) the Purchase Price of
unvested Stock. Following the termination of the Participant's Service for
Cause, the Repurchase Right shall be exercisable as to both vested and unvested
Shares at a price equal to the Purchase Price as set forth in the Certificate.




3.3.5 Rights of Repurchase Adjustments. If there is
any change in the number of outstanding shares of Stock by reason of a stock
split, reverse stock split, stock dividend, an extraordinary dividend payable
in a form other than stock, recapitalization, combination or reclassification,
or a similar transaction affecting the Company's outstanding securities without
receipt of consideration, then (i) any new, substituted or additional
securities or other property (including money paid other than as an ordinary
cash dividend) distributed with respect to any Restricted Stock (or into which
such Restricted Stock thereby become convertible) shall immediately be subject
to the Right of Repurchase; and (ii) appropriate adjustments to reflect the
distribution of such securities or property shall be made to the number and/or
class of the Restricted Stock and to the price per share to be paid upon the
exercise of the Right of Repurchase; provided, however, that the aggregate
Purchase Price payable for the Restricted Stock shall remain the same.




3.3.6 Escrow. Upon issuance, the certificates for
Restricted Stock shall be deposited in escrow with the Company to be held in
accordance with the provisions of this Agreement. Any new, substituted or
additional securities or other property described in Section 3.3.5 above shall
immediately be delivered to the Company to be held in escrow, but only to the
extent the Shares are at the time Restricted Stock. All regular cash dividends
on Restricted Stock (or other securities at the time held in escrow) shall be
paid directly to the Purchaser and shall not be held in escrow. Restricted
Stock, together with any other assets or securities held in escrow hereunder,
shall be (i) surrendered to the Company for repurchase and cancellation upon
the Company's exercise of its Right of Repurchase or Right of First Refusal or
(ii) released to the Purchaser upon the Purchaser's request to the extent the
Shares are no longer Restricted Stock (but not more frequently than once every
six months). In any event, all Shares which have vested (and any other vested
assets and securities attributable thereto) shall be released within 60 days
after the earlier of (i) the Purchaser's cessation of Service or (ii) the lapse
of the Right of First Refusal.




3.4 Retention of Non-Vested Shares. Purchaser shall
immediately deliver to the Company each certificate representing Non-Vested
Shares issued to Purchaser hereunder, or deemed to be issued to Purchaser
hereunder, together with the collateral instruments of transfer executed in
blank, to be held by the Company until such time as all shares represented by
that certificate are Vested Shares and any indebtedness with respect to those
shares has been paid in full; provided, however, that if the Company holds a
certificate representing Vested Shares and Non-Vested Shares, and any
indebtedness with respect to the Vested Shares has been paid in full, upon
Purchaser's request the Company will cause a certificate representing the
Vested Shares to be delivered to Purchaser, but the Company will retain any
certificate representing the Non-Vested Shares.


-5- 






3.5 Non-Complying Transfers. Every attempted Transfer
of any shares of the Stock in violation of this Section 3 shall be null and
void ab initio, and of no force or effect.




SECTION 4: LEGENDS ON STOCK CERTIFICATES.




Purchaser
agrees that the Company may place on each certificate representing Shares the
following legend:




"THE
SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, ASSIGNED,
PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE
TERMS OF AN AGREEMENT BETWEEN THE ISSUER AND THE REGISTERED HOLDER OF THIS
CERTIFICATE, WHICH AGREEMENT PROVIDES, AMONG OTHER THINGS, THAT THE ISSUER HAS
A RIGHT TO REPURCHASE THE SECURITIES EVIDENCED BY THIS CERTIFICATE. A COPY OF
THAT AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE ISSUER."




SECTION 5: RIGHT OF FIRST REFUSAL.




5.1 Right of First Refusal. In the event that the
Stock is not readily tradable on an established securities market and the
Purchaser proposes to sell, pledge or otherwise transfer to a third party any
Shares acquired under this Agreement, or any interest in such Shares, to any
person, entity or organization (the "Transferee") the Company shall
have the Right of First Refusal with respect to all (and not less than all) of
such Shares (the "Right of First Refusal"). If the Purchaser desires
to transfer Shares acquired under this Agreement, the Purchaser shall give a
written transfer notice ("Transfer Notice") to the Company describing
fully the proposed transfer, including the number of Shares proposed to be
transferred, the proposed transfer price, the name and address of the proposed
Transferee and proof satisfactory to the Company that the proposed sale or
transfer will not violate any applicable federal or state securities laws. The
Transfer Notice shall be signed both by the Purchaser and by the proposed
Transferee and must constitute a binding commitment of both parties to the
transfer of the Shares. The Company shall have the right to purchase all, and
not less than all, of the Shares on the terms of the proposal described in the
Transfer Notice by delivery of a notice of exercise of the Right of First
Refusal within 30 days after the date when the Transfer Notice was received by
the Company. The Company's rights under this Section 5 shall be freely
assignable, in whole or in part.




5.2 Additional Shares or Substituted Securities. In
the event of the declaration of a stock dividend, the declaration of an
extraordinary dividend payable in a form other than stock, a spin-off, a stock
split, an adjustment in conversion ratio, a recapitalization or a similar
transaction affecting the Company's outstanding securities without receipt of
consideration, any new, substituted or additional securities or other property
(including money paid other than as an ordinary cash dividend) which are by
reason of such transaction distributed with respect to any Shares subject to
this Section 5 or into which such Shares thereby become convertible shall
immediately be subject to this Section 5. Appropriate adjustments to reflect
the distribution of such securities or property shall be made to the number
and/or class of the Shares subject to this Section 5.


-6- 





5.3 Termination of Right of First Refusal. Any other
provision of this Section 5 notwithstanding, in the event that the Stock is
readily tradable on an established securities market when the Purchaser desires
to transfer Shares, the Company shall have no Right of First Refusal, and the
Purchaser shall have no obligation to comply with the procedures prescribed by
this Section 5.




5.4 Permitted Transfers. This Section 5 shall not
apply to a transfer (i) by gift to a member of the Participant's immediate
family or (ii) by transfer by instrument to a trust providing that the Shares
is to be passed to beneficiaries upon death of the Settlor. For purposes of
this Section 5.4, "immediate family" shall mean the Purchaser's
spouse (including a former spouse subject to terms of a domestic relations
order); child, stepchild, grandchild, child-in-law; parent, stepparent,
grandparent, parent-in-law; sibling and sibling-in-law, and shall include
adoptive relationships.




5.5 Termination of Rights as Stockholder. If the
Company makes available, at the time and place and in the amount and form
provided in this Agreement, the consideration for the Shares to be purchased in
accordance with this Section 5, then after such time the person from whom such
Shares are to be purchased shall no longer have any rights as a holder of such
Shares (other than the right to receive payment of such consideration in
accordance with this Agreement). Such Shares shall be deemed to have been
purchased in accordance with the applicable provisions hereof, whether or not
the certificate(s) therefor have been delivered as required by this Agreement.




SECTION 6: OBLIGATION TO SELL.




Notwithstanding
anything herein to the contrary, if at any time following Purchaser's
acquisition of Shares hereunder, stockholders of the Company owning 51% or more
of the shares of the Company (on a fully diluted basis) (the "Control
Sellers") enter into an agreement (including any agreement in principal) to
transfer all of their shares to any person or group of persons who are not
affiliated with the Control Sellers, such Control Sellers may require each
stockholder who is not a Control Seller (a "Non-Control Seller") to
sell all of their shares to such person or group of persons at a price and on
terms and conditions the same as those on which such Control Sellers have
agreed to sell their shares, other than terms and conditions relating to the
performance or non-performance of services. For the purposes of the preceding
sentence, an affiliate of a Control Seller is a person who controls, which is
controlled by, or which is under common control with, the Control Seller.




SECTION 7: STOCKHOLDERS AGREEMENT.




As
a condition to the transfer of Stock pursuant to this Stock Purchase Agreement,
the Administrator, in its sole and absolute discretion, may require the
Participant to execute and become a party to any agreement by and among the Company
and any of its stockholders which exists on or after the Date of Grant (the
"Stockholders Agreement"). If the Participant becomes a party to a Stockholders
Agreement, in addition to the terms of the Plan and this Stock Purchase
Agreement, the terms and conditions of Stockholders Agreement shall govern
Participant's rights in and to the Stock; and if there is any conflict between
the provisions of the Stockholders Agreement and the Plan or any conflict
between the provisions of the Stockholders Agreement and this Stock Purchase
Agreement, the provisions of the Stockholders Agreement shall be controlling.
Notwithstanding anything to the contrary in this Section 7, if the Stockholders
Agreement contains any provisions which would violate Delaware law if applied
to the Participant, the terms of the Plan and this Stock Purchase Agreement
shall govern the Participant's rights with respect to such provisions.


-7- 






SECTION 8: WAIVER OF RIGHTS TO PURCHASE STOCK.




By
signing this Agreement, Purchaser acknowledges and agrees that neither the
Company nor any other person or entity is under any obligation to sell or transfer
to Purchaser any option or equity security of the Company, other than the
shares of Stock subject to this Agreement and any other right or option to purchase
Stock which was previously granted in writing to Purchaser by the Board (or a
committee thereof). By signing this Agreement, except as provided in the immediately
preceding sentence, Purchaser specifically waives all rights he or she may have
had prior to the date of this Agreement to receive any option or equity security
of the Company.




SECTION 9: INVESTMENT INTENT.




Purchaser
represents and agrees that if he or she purchases the Stock in whole or in part
and if at the time of such purchase the Stock has not been registered under the
Act, that he or she will acquire the Stock upon such purchase for the purpose
of investment and not with a view to the distribution of such Stock and upon
each purchase, he or she will furnish to the Company a written statement to
such effect.




SECTION 10: GENERAL PROVISIONS.




10.1 Further Assurances. Purchaser shall promptly take
all actions and execute all documents requested by the Company which the
Company deems to be reasonably necessary to effectuate the terms and intent of
this Agreement. Any sale or transfer of the Stock to Purchaser by the Company
shall be made free of any and all claims, encumbrances, liens and restrictions
of every kind, other than those imposed by this Agreement.




10.2 Notices. All notices, requests, demands and other
communications under this Agreement shall be in writing and shall be given to
the parties hereto as follows:




10.2.1 If to the Company, to:




                        BLACKSTAR ENTERPRISE
GROUP, INC.


                        Attn:
John Noble Harris, CEO


                        4450
Arapahoe Ave., Suite 100


                        Boulder,
CO  80303




10.2.2 If to Purchaser, to the address set forth in
the records of the Company.




10.2.3 Any such notice request, demand or other
communication shall be effective (i) if given by mail, 72 hours after such
communication is deposited in the mail by first-class certified mail, return
receipt requested, postage pre-paid, addressed as aforesaid, or (ii) if given
by any other means, when delivered at the address specified in this Section
10.2.




10.3 Transfer of Rights under this Agreement. The
Company may at any time transfer and assign its rights and delegate its
obligations under this Agreement to any other person, Company, firm or entity,
including its officers, Directors and stockholders, with or without
consideration.




10.4 Purchase Rights Non Transferable. Purchaser may
not sell, transfer, assign or otherwise dispose of any rights hereunder except
by testament or the laws of descent and distribution and the rights hereunder
may be exercised during the lifetime of Purchaser only by the Purchaser or by
his or her guardian or legal representative.


-8- 






10.5 Market Stand-Off. In the event of an underwritten
public offering by the Company of its equity securities pursuant to an
effective registration statement filed under the Act, including the Company's
initial public offering (a "Public Offering"), Purchaser shall not
transfer for value any shares of Stock without the prior written consent of the
Company or its underwriters, for such period of time from and after the
effective date of such registration statement as may be requested by the
Company or such underwriters (the "Market Stand-Off"). The Market
Stand-Off shall be in effect for such period of time following the date of the
final prospectus for the offering as may be requested by the Company or such
underwriters. In the event of the declaration of a stock dividend, a spin-off,
a stock split, an adjustment in conversion ratio, a recapitalization or a
similar transaction affecting the Company's outstanding securities without
receipt of consideration, any new, substituted or additional securities which
are by reason of such transaction distributed with respect to any Shares
subject to the Market Stand-Off, or into which such Shares thereby become
convertible, shall immediately be subject to the Market Stand-Off. In order to
enforce the Market Stand-Off, the Company may impose stop-transfer instructions
with respect to the Shares acquired under this Agreement until the end of the
applicable stand-off period.




10.6 Adjustment. If there is any change in the number
of outstanding shares of Stock by reason of a stock split, reverse stock split,
stock dividend, an extraordinary dividend payable in a form other than stock,
recapitalization, combination or reclassification, or a similar transaction
affecting the Company's outstanding securities without receipt of consideration,
then (i) any new, substituted or additional securities or other property
(including money paid other than as an ordinary cash dividend) distributed with
respect to any Restricted Stock (or into which such Restricted Stock thereby
become convertible) shall immediately be subject to the Repurchase Right; and
(ii) appropriate adjustments to reflect the distribution of such securities or property
shall be made to the number and/or class of the Restricted Stock and to the
price per share to be paid upon the exercise of the Repurchase Right; provided,
however, that the aggregate purchase price payable for the Restricted Stock
shall remain the same.




10.7 Successors and Assigns. Except to the extent this
Agreement is specifically limited by the terms and provisions of this
Agreement, this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successor, assigns, heirs and personal
representatives.




10.8 Governing Law. THIS AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE,
WITHOUT REGARD TO ITS CHOICE OF LAW PROVISIONS, AS DELAWARE LAWS ARE APPLIED TO
CONTRACTS ENTERED INTO AND PERFORMED IN SUCH STATE.




10.9 Severability. Should any paragraph or any part of
a paragraph within this Stock Purchase Agreement be rendered void, invalid or
unenforceable by any court of law for any reason, such invalidity or
unenforceability shall not void or render invalid or unenforceable any other
paragraph or part of a paragraph in this Stock Purchase Agreement.


-9- 





10.10 Attorneys' Fees. In the event that any action,
suit or proceeding is instituted upon any breach of this Agreement, the
prevailing party shall be paid by the other party thereto an amount equal to
all of the prevailing party's costs and expenses, including attorneys' fees
incurred in each and every such action, suit or proceeding (including any and
all appeals or petitions therefrom). As used in this Agreement,
"attorneys' fees" shall mean the full and actual cost of any legal
services actually performed in connection with the matter involved calculated
on the basis of the usual fee charged by the attorney performing such services
and shall not be limited to "reasonable attorneys' fees" as defined
in any statute or rule of court.




10.11 The Plan. This Agreement is made pursuant to the
Plan, and it is intended, and shall be interpreted in a manner, to comply
herewith. Any provision of this Agreement inconsistent with the Plan shall be
superseded and governed by the Plan.




10.12 Miscellaneous. Title and captions contained in
this Agreement are inserted for convenience and reference only and do not
constitute a part of this Agreement for any purpose.


-10- 





SPOUSAL CONSENT




The
undersigned spouse of __________________________ does hereby consent to the
execution of the foregoing Agreement by _____________________, and the performance
by him (or her) of his (or her) obligations thereunder.




	
  Dated:_______________

  	

  	

  
	

  	

  	
  Signature

  



-11- 





EXHIBIT A


to


ANNEX I


of


STOCK PURCHASE AGREEMENT




PROMISSORY NOTE






	
  $

  	

  	
  Date:

  





FOR
VALUE RECEIVED, the undersigned promises to pay to BLACKSTAR ENTERPRISE GROUP,
INC., a Delaware corporation, 4450 Arapahoe Ave., Suite 100, Boulder, Colorado 
80303 (the "Company"), the principal sum of $_______________ with
interest from the date hereof on the unpaid principal balance at the rate of
_______% per annum, compounded annually. Accrued but unpaid interest under this
Note shall be due and payable annually on the date immediately preceding the
anniversary of this Note, at the rate of ____% per annum, and the unpaid
principal balance and any remaining accrued but unpaid interest shall be due
and payable on _______________, _____.




All
sums paid hereunder shall be paid in lawful money of the United States of America at the principal executive offices of the Company or
at such other place as the holder of this Note shall have designated to the
undersigned in writing. The principal amount of this Note may be paid in whole
or in part (in either case with any interest accrued through the date of
payment) at any time or from time to time, prior to maturity, without penalty
or charge for prepayment. All sums paid hereunder shall be applied first to any
unpaid interest and then to the principal amount then outstanding.




If
service of the undersigned with the Company is terminated for any reason, with
or without cause, the holder of this Note shall be entitled at its option to
demand payment of the full principal amount of this Note then unpaid, together
with all interest accrued thereon to the date of payment, by delivery to the
undersigned of written demand. Not later than 30 days after delivery of such
demand the undersigned shall pay the principal amount together with all accrued
interest.




The
undersigned shall pay to the holder of this Note reasonable attorneys' fees and
all costs and other expenses (including, without limitation, fees, costs and
expenses of litigation) incurred by the holder in enforcing this Note. This
Note is secured by a Security Agreement of even date herewith between the Company
and the undersigned. The holder of this Note is entitled to the benefits of the
Security Agreement and may enforce the agreements of the undersigned contained
therein and exercise the remedies provided for thereby or otherwise available
with respect to this Note.






Borrower:






Print
name and Address:





EXHIBIT B


to


ANNEX I


of


STOCK PURCHASE AGREEMENT




SECURITY AGREEMENT






THIS
SECURITY AGREEMENT (the "Security Agreement") is made and entered
into as of the ___ day of ______________, ____, between BLACKSTAR ENTERPRISE
GROUP, INC., a Delaware corporation ("Lender") and
___________________ ("Debtor").




WHEREAS,
Debtor has concurrently herewith purchased from Lender _____ shares of Lender's
Stock (the "Stock") pursuant to that certain Stock Purchase Agreement,
dated ________________, ____, between Lender and Debtor (the "Purchase
Agreement") and has made payment therefor by delivery of Debtor's promissory
note of even date herewith (the "Note"); and




WHEREAS,
Debtor and Lender desire to have Debtor grant to Lender a security interest in
the collateral described below as security for Debtor's performance of the
terms and conditions of the Purchase Agreement, the Note and this Security
Agreement.




NOW,
THEREFORE, on the basis of the above facts and in consideration of the mutual
covenants and agreements set forth below, Lender and Debtor agree as follows:




SECTION 1: GRANT OF SECURITY INTEREST.




As
security for Debtor's full and faithful performance of each and all of its
obligations and liabilities under the Note, and any and all modifications, extensions
or renewals thereof, the Purchase Agreement and this Security Agreement, Debtor
hereby grants and assigns to Lender a continuing security interest in and to
the Stock, and all stock dividends, cash dividends, liquidating dividends, new
securities and all other property, moneys and rights to which Debtor may become
entitled on account thereof (the "Collateral").




SECTION 2: PERFECTION OF SECURITY INTEREST.




To
perfect Lender's security interest in and lien on the Collateral, Debtor shall,
upon the execution of this Agreement, immediately deliver to Lender, together
with collateral instruments of transfer executed in blank, all certificates
representing the Stock to be held by Lender until released pursuant to Section
6 hereof.




SECTION 3: DEFAULT.




At
the sole and exclusive option of Lender, upon an Event of Default (as defined
in Section 3.2 below) Lender may exercise any or all of the rights and remedies
of a secured party under the Delaware Uniform Commercial Code, as amended from
time to time. All rights and remedies of Lender shall be cumulative and may be
exercised successively or concurrently and without impairment of Lender's
interest in the Collateral.






As
used herein, an Event of Default ("Event of Default") shall mean any
of the following:




The
failure of Debtor to perform any of its obligations under the Purchase Agreement,
the Note or this Security Agreement; or




The
occurrence of one or more of the following: (i) Debtor becoming the subject of
any case or action or order for relief under the Bankruptcy Reform Act of 1978;
(ii) the filing by Debtor of a petition or answer to take advantage of any
bankruptcy, reorganization, insolvency, readjustment of debts, dissolution or
liquidation law or statute, or the filing of any answer admitting the material
allegations of a petition filed against Debtor in any proceeding under any such
law or the taking of any action by Debtor for the purpose of effecting the
foregoing; the appointment of a trustee, receiver or custodian of Debtor or any
of Debtor's material assets or properties; (iii) Debtor making an assignment
for the benefit of creditors; or (iv) the occurrence of any other act by Debtor
or Debtor's creditors which Lender reasonably determines may jeopardize
Debtor's ability to pay the Note or perform Debtor's obligations under the
Purchase Agreement or this Security Agreement.




SECTION 4: WARRANTIES AND REPRESENTATIONS OF DEBTOR.




Debtor
hereby represents and warrants that the Collateral is free and clear of any
security interest, lien, restriction or encumbrance and that he has the full
right and power to transfer the Collateral to Lender free and clear thereof and
to enter into and carry out the Purchase Agreement, the Note and this Security
Agreement.




SECTION 5: POWER OF ATTORNEY.




Debtor
hereby appoints Lender's Secretary as his true and lawful attorney-in-fact to
transfer the Collateral or cause it to be transferred on Lender's books
whenever Lender determines in its sole and absolute discretion that such
transfer is necessary or advisable to protect its rights or interests under
this Security Agreement.




SECTION 6: RELEASE OF THE COLLATERAL.




Within
five days following receipt by Lender of the unpaid principal amount of the
Note from Debtor, Lender shall release from its security interest hereunder and
deliver or cause to be delivered to Debtor the Stock.




SECTION 7: WAIVERS.




No
waiver by Lender of any breach or default by Debtor under the Purchase Agreement,
the Note or this Security Agreement shall be deemed a waiver of any breach or
default thereafter occurring, and the taking of any action by Lender shall not
be deemed an election of that action in exclusion of any other action. The
rights, privileges, remedies and options granted to Lender under this Security
Agreement or under any applicable law shall be deemed cumulative and may be
exercised successively or concurrently.







SECTION 8: GENERAL PROVISIONS.




8.1 Notices. All notices, requests, demands or other
communications under this Security Agreement shall be in writing and shall be
given to parties hereto as follows: If to the Company, to:




BLACKSTAR ENTERPRISE GROUP, INC.


Attn:  John Noble Harris, CEO


4450 Arapahoe Ave., Suite 100


Boulder, CO  80303




If
to Debtor, to the address set forth in the records of the Company, or such
other address as may be furnished by either such party in writing to the other
party hereto.




Any
such notice, request, demand or other communication shall be effective (i) if
given by mail, 72 hours after such communication is deposited in the mail by
first-class certified mail, return receipt requested, postage prepaid, addressed
as aforesaid, or (ii) if given by any other means, when delivered at the
address specified in this Paragraph 8.




8.2 Successors and Assigns. This Security Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors, assigns, heirs and personal representatives.




8.3 Severability. Should any paragraph or any part of
a paragraph within this Security Agreement be rendered void, invalid or
unenforceable by any court of law for any reason, such invalidity or
unenforceability shall not void or render invalid or unenforceable any other
paragraph or part of a paragraph in this Security Agreement.




8.4 Governing Law. THIS AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE WITHOUT
REGARD TO ITS CHOICE OF LAW PROVISIONS, AS DELAWARE LAWS ARE APPLIED TO
CONTRACTS ENTERED INTO AND PERFORMED IN SUCH STATE.




8.5 Attorneys' Fees. In the event that any action,
suit or proceeding is instituted upon any breach of this Security Agreement,
the prevailing party shall be paid by the other party thereto an amount equal
to all of the prevailing party's costs and expenses, including attorneys' fees
incurred in each and every such action, suit or proceeding (including any and
all appeals or petitions therefrom). As used in this Agreement,
"Attorneys' Fees" shall mean the full and actual cost of any legal
services actually performed in connection with the matter involved calculated
on the basis of the usual fee charged by the attorney performing such services
and shall not be limited to "reasonable attorneys' fees" as defined
in any statute or rule of court.




8.6 Entire Agreement. The making, execution and
delivery of this Security Agreement by the parties hereto have been induced by
no representations, statements, warranties or agreements other than those
herein expressed. This Security Agreement, the Purchase Agreement and the Note
embody the entire understanding of the parties and there are no further or
other agreements or understandings, written or oral, in effect between the
parties relating to the subject matter hereof, unless expressly referred to by
reference herein.





8.7 Miscellaneous. Titles and captions contained in
this Security Agreement are inserted for convenience of reference only and do
not constitute part of this Security Agreement for any other purpose.




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






	
  DEBTOR:

  	

  	
  LENDER:
  BLACKSTAR ENTERPRISE GROUP, INC.

  
	
   	

   	
   
	

  	

  	
  By:

  
	
  (Sign)

  	

  	
  John
  Noble Harris

  
	

  	

  	
  Its:
  CEO

  
	
  (Please
  print name and address)

  	

  	

  
	
   	

   	

   
	

  	

  	

  
	

  	

  	

  
	

  	

  	

  








EXHIBIT C


to


ANNEX I


of


STOCK PURCHASE AGREEMENT




STOCK ASSIGNMENT


SEPARATE FROM CERTIFICATE






For
Value Received, _________________________________ ("Holder") hereby sells,
assigns and transfers unto ____________________________________ (________)
shares (the "Shares") of the Stock of BLACKSTAR ENTERPRISE GROUP,
INC., a Delaware corporation (the "Company"), held of record by
Holder and represented by Certificate No. ______, and hereby irrevocably
constitutes and appoints as Holder's attorney to transfer the Shares on the
books of the Company, with full power of substitution in the premises.




The
signature to this assignment must correspond with the name written upon the
face of the Certificate in every particular without any alteration or addition
or any other change.




Dated




------------------------------






-------------------------------------------------------------------------------


(Signature
of Holder)




-------------------------------------------------------------------------------




-------------------------------------------------------------------------------


(Please
print name and address)






SIGNATURE
GUARANTEED BY:




(Holder's
signature must be guaranteed by a


bank,
a trust company or a brokerage firm):






----------------------------------------------------






----------------------------------------------------







LETTER REGARDING


FEDERAL AND _________ TAX CONSEQUENCES




BLACKSTAR
ENTERPRISE GROUP, INC.


4450 Arapahoe Ave., Suite 100


Boulder, CO 80303




[Purchaser]






Dear
:


------------------------------




This
letter is to notify you of certain federal and ___________ income tax consequences
to you as a result of your purchase of shares (the "Shares") of Common
Stock of BLACKSTAR ENTERPRISE GROUP, INC. (the "Company") pursuant to
the Stock Purchase Agreement dated __________, 20__ between you and the
Company.




The
conclusion of this letter is that, if the purchase price for the Shares equals
their fair market value on the date you sign the Stock Purchase Agreement, you
should send copies of the attached form (the "Section 83 Form") relating
to Section 83 ("Section 83") of the Internal Revenue Code of 1986
(the "Internal Revenue Code"), to the Internal Revenue Service and
the Company, not later than 30 days after the date of the Stock Purchase
Agreement. If the purchase price for the Shares is less than their fair market
value on the date you sign the Stock Purchase Agreement, you should consider
carefully whether or not you should file the Section 83 Form within 30 days
after you sign the Stock Purchase Agreement.




Federal
Income Tax Consequences




Certain
federal income tax consequences to you in connection with your purchase of the
Shares are determined in accordance with Section 83.




Section
83(a). Under Section 83(a), a person to whom property is transferred in
connection with the performance of services ("Section 83 property")
must recognize ordinary income in the year the property is transferred in an
amount equal to the fair market value of the Section 83 property at the time it
is transferred less the amount, if any, paid for the Section 83 property,
unless the Section 83 property is not transferable and is subject to a
substantial risk of forfeiture (collectively, a "Restriction on Transfer").
If there is a Restriction on Transfer, then the person acquiring Section 83
property will not recognize income until the Restriction on Transfer lapses
(unless a Section 83(b) election is made - see below), at which time the person
must recognize as ordinary income the fair market value of the Section 83 property
at that time less the amount, if any, paid for the Section 83 property.


-2- 





Your
purchase of the Shares probably constitutes a transfer of Section 83 property.
Further, the Stock Purchase Agreement provides that, if you cease to be
employed by the Company for any reason, the Company must repurchase from you and
you must sell to the Company all Non-Vested Shares (as defined in the Stock Purchase
Agreement) for an amount which may be less than their fair market value. Under
Regulations promulgated under Section 83, these provisions probably constitute
a Restriction on Transfer over your Non-Vested Shares. Thus, under Section
83(a), you would not be required to recognize any income as a result of your
purchase of the Shares until they vest; when they vest, you would be required
under Section 83(a) to recognize as ordinary income the excess, if any, of the
fair market value of the Shares (as of the day they vest) over the price you
paid for those Shares under the Stock Purchase Agreement. If the price of the
Company's Common Stock is greater when the Shares vest than when you purchased
them, you could have a substantial tax liability in connection with your
purchase of the Shares when they vest.




Section
83(b) Election. Section 83(b) provides an alternative method for taxing Section
83 property. Under Section 83(b), a person may elect to recognize ordinary
income in the year Section 83 property is transferred to him or her, rather
then waiting until it vests. Thus, if you make a Section 83(b) election, you
will be required to recognize as ordinary income in the year you purchase the
Shares the difference, if any, between the fair market value of the Shares on
the date you sign the Stock Purchase Agreement and the purchase price you pay for
the Shares. For example, if you make the Section 83(b) election and you paid a
purchase price for the Shares equal to their fair market value, you will not pay
any taxes in the year of the purchase in connection with your purchase of the
Shares. On the other hand, if you make the Section 83(b) election and the purchase
price of the Shares is less than their fair market value on the date you sign
the Stock Purchase Agreement, you will be required to pay taxes on the difference
between those amounts in the year of the purchase. In either case, however, if
you make the Section 83(b) election, you will not be required to recognize any
income when the Shares vest.




To
make the Section 83(b) election, you must file the Section 83 Form with both
the Company and the Internal Revenue Service office where you file federal income
tax returns. You must file the Section 83(b) Form within 30 days after you sign
the Stock Purchase Agreement. In addition, you must attach a copy of the
Section 83(b) Form to your income tax return that covers the year in which you
filed the Form.




Sale of Section 83 Property. If a person sells Section 83
property after the Restriction on Transfer lapses (or after making a Section
83(b) election), he or she will recognize taxable gain or loss equal to the
difference between the amount realized upon the sale of the Section 83 property
and the person's "adjusted basis" for the Section 83 property. The
person's adjusted basis for the Section 83 property will be (i) the amount paid
for the Section 83 property plus (ii) any amount which the person has included
in gross income pursuant to the Section 83(b) election. Thus, upon sale, you
will recognize taxable gain or loss equal to the difference between the sale
price of the Shares and your adjusted basis for the Shares.




In
general, the gain or loss you recognize will be capital gain or loss if the
following "Capital Gain Requirements" are met: (i) the Section 83
property is a capital asset and (ii) the Section 83 property is held for more
than 12 months from either the date the Restrictions on Transfer lapse or, if a
Section 83(b) election is made, the date the Section 83 property is acquired.
Thus, as the Shares are probably a capital asset in your hands, you will
recognize capital gain or loss upon their sale if you hold them for more than
12 months from either the date they vest or, if you make the Section 83(b)
election, from the date you sign the Stock Purchase Agreement.








Forfeiture
of Section 83 Property. If a person's interest in Section 83 property is
forfeited, the person will recognize gain or loss equal to the difference
between the amount realized upon forfeiture and the amount paid for the Section
83 property. In your case, if your employment with the Company is terminated
before all of the Shares have vested, the Company is obligated to repurchase
from you, and you are obligated to sell to the Company, any Non-Vested Shares
at the price you paid for them. As there would be no difference between the
amount realized upon forfeiture and the amount paid for the Shares, you would
not be required to recognize any gain or loss at that time. However, upon
forfeiture, you would not be able to recoup any taxes you pay pursuant to a
Section 83(b) election.




Delaware
Income Tax Consequences.




The
Delaware income tax consequences to you in connection with your purchase of the
Shares are identical to the federal income tax consequences. To make the
Section 83(b) election in Delaware, you must file the Section 83(b) Form with
the Internal Revenue Service, as described above; there are no extra filing
requirements for making the Section 83(b) election in Delaware.




If
you have any questions concerning the tax consequences described in this letter,
please feel free to call me.




Sincerely,




BLACKSTAR
ENTERPRISE GROUP, INC.




By:
__________________________________________________


John
Noble Harris


Its:
CEO






                          



ELECTION TO INCLUDE IN GROSS INCOME IN


YEAR OF TRANSFER PURSUANT TO SECTION 83(b)


OF THE INTERNAL REVENUE CODE






The
undersigned hereby makes an election pursuant to the provisions of Section
83(b) of the Internal Revenue Code of 1986, as amended, and the regulations of
the Commissioner of Internal Revenue promulgated thereunder, with respect to
the Section 83 property described below, and supplies the following information
in connection with that election:




The
name, address, taxable year and taxpayer identification number of the undersigned
are:




	
  Name:

  	

  	

  
	

  	

  	

  
	
  Address:

  	

  	

  
	

  	

  	

  
	

  	

  	

  
	

  	

  	

  
	

  	

  	

  
	
  Taxable
  Year ________

  	

  	
  Taxpayer
  I.D. No.__________

  





The
description of the Section 83 property with respect to which the undersigned is
making the election is as follows:




_______________
(_____) shares (the "Subject Shares") of the Common Stock of BLACKSTAR
ENTERPRISE GROUP, INC., a Delaware corporation (the "Company").






The
date upon which the Subject Shares were transferred to, and acquired by, the undersigned
was ____________, ________.




The
Subject Shares are subject to restrictions under a ___________ vesting period.
If the undersigned's employment terminates, the Company is obligated to purchase
and the undersigned is obligated to sell to the Company all Subject Shares that
are not vested for a purchase price, which in certain circumstances may be less
than the fair market value of the Subject Shares.




The
fair market value of the Subject Shares at the time of the transfer to, and acquisition
by, the undersigned (determined without regard to any restrictions other than
restrictions which by their terms will never lapse) was $_____ per share.




The
amount paid by the undersigned for the Subject Shares was $____ per share.




The
undersigned has furnished a copy of this election to the Company.






[Signature
Page Follows]





Dated:


---------------------------












------------------------------------------------------


(Signature)




Make
4 copies




(1)
IRS (to be filed at the IRS where you ordinarily file your returns) within 30
days of the purchase


(1)
IRS (to be filed with your income tax return)


(1)
BLACKSTAR ENTERPRISE GROUP, INC.


(1)
Copy for purchaser








FORM OF RESOLUTIONS FOR PURCHASE RIGHTS GRANTS






RESOLUTIONS ADOPTED BY UNANIMOUS WRITTEN CONSENT


OF THE BOARD OF DIRECTORS OF


BLACKSTAR ENTERPRISE GROUP, INC.




As of __________________, 2016








The
undersigned directors, constituting the entire board of directors (the "Board")
of BLACKSTAR ENTERPRISE GROUP, INC., a Delaware corporation (the
"Company"), hereby take the following actions, adopt the following
resolutions, and transact the following business, by written consent without a
meeting, as of the date above written, pursuant to the applicable corporate laws
of the State of Delaware and the Company's Bylaws.




WHEREAS,
The Company Previously Adopted the 2016 BLACKSTAR ENTERPRISE GROUP, INC. STOCK
OPTION AND AWARD INCENTIVE PLAN (The "Plan"), and has delegated the
responsibility to administer the Plan to the Board;




WHEREAS,
Ten Million (10,000,000) shares of Common Stock of the Company were originally
reserved for issuance under the Plan;




WHEREAS,
as of the date hereof, _____________ shares remain available for issuance under
the Plan; and




WHEREAS,
the Board has determined that it is in the best interests of this company and
its stockholders to provide, under the plan, equity incentives to those
employees of the company identified below.




NOW,
THEREFORE, BE IT RESOLVED, that the persons listed on the Exhibit A, which
exhibit was reviewed by the Board and shall be included with this Consent, are
hereby granted, as of the date hereof, the current right to purchase (the "Purchase
Right") the number of shares at the per share purchase price as set forth
in Exhibit A at any time on or prior to the date which is 15 days from the date
this grant is first communicated to each recipient;




RESOLVED
FURTHER, that this Company be, and it hereby is, authorized to accept a
promissory note from each purchaser as consideration for the stock so purchased,
in such form (including security for the obligation thereunder) heretofore
approved by the Board;




RESOLVED
FURTHER, that the officers of this Company, and each of them, be, and they
hereby are, authorized, directed and empowered for and on behalf of this
Company to prepare or cause to be prepared a stock purchase agreement, promissory
note and/or security agreement (the "Purchase Agreements") to represent
the rights granted at this meeting substantially in the form, and containing
the terms and provisions, heretofore approved by the Board, and containing such
other terms and provisions as such officers shall, upon advice of counsel,
determine to be necessary or appropriate, their execution of such Purchase
Agreements to conclusively evidence such determination;







RESOLVED
FURTHER, that the Purchase Rights shall be evidenced by stock purchase
agreements and be subject to the restrictions (including transfer and/or
repurchase rights), if any, set forth in such stock purchase agreements;




RESOLVED
FURTHER, that the Purchase Rights shall be granted pursuant to the exemptions
provided under Section 701 of the Securities Act Rules and Delaware Corporate
Securities Laws;




RESOLVED
FURTHER, that there is hereby reserved and set aside under the Plan the number
of shares adequate to cover the shares underlying the Purchase Rights granted
herein;




RESOLVED
FURTHER, that upon receipt of executed Purchase Agreements from the person or
persons granted rights hereunder, the officers of this Company, and each of
them, be, and they hereby are, authorized, directed and empowered for and on
behalf of this Company to issue the stock so purchased, and to do or cause to
be done all such further acts and things and to sign, deliver and/or file all
such documents and notices as any of such officers may deem necessary or
advisable in order to carry out and perform the foregoing resolutions and the intention
thereof; and




RESOLVED
FURTHER, that the officers of this Company, and each of them, be, and they hereby
are, authorized, directed and empowered for and on behalf of the Company to do
or cause to be done all such acts and things and to sign, deliver and/or file
all such documents and notices as any of such officers may deem necessary or
advisable in order to carry out and perform the foregoing resolutions and the
intention thereof.




The
Secretary of the Corporation is directed to file the original executed copy of
this Consent with the minutes of proceedings of the Board.




IN
WITNESS WHEREOF, each of the undersigned has executed this consent as of the
date first written above.




DIRECTORS:




	

  	

  	

  
	
  John
  Noble Harris, Director

  	

  	
  Todd
  H. Lahr, Director

  
	
   	

   	
   
	
   	

   	
   
	
   	

   	
   
	

  	

  	

  
	

  	

  	

  
	
  Joseph
  E. Kurczodyna, Director

  	

  	

  
	

  	

  	

  



-2- 





EXHIBIT A






Purchase Rights Grant Information




	
  Name

  	
  No.
  Shares

  	
  Purchase
  Price*

  
	
   	
   	
   
	
   	
   	
   
	
   	
   	
   
	
   	
   	
   
	
   	
   	
   
	
   	
   	
   
	
   	
   	
   
	
   	
   	
   
	
   	
   	
   
	
   	
   	
   
	

  	

  	

  
	

  	

  	

  
	

  	

  	

  
	

  	

  	

  
	

  	

  	

  
	

  	

  	

  
	

  	

  	

  
	

  	

  	

  
	

  	

  	

  







*
The per share purchase price must be at least 85% of the Fair Market Value (as
such term is defined in the Plan) of the underlying share as of the date of
grant.