Exhibit
4.1


 


SUNSTOCK,
INC.


EMPLOYEES,
OFFICERS, DIRECTORS, AND CONSULTANTS STOCK PLAN FOR THE YEAR 2020


 


1. Introduction.
This Plan shall be known as the “Sunstock, Inc. Employees, Officers, Directors, and Consultants Stock Plan for the Year
2020” and is hereinafter referred to as the “Plan.” The purposes of this Plan are to enable Sunstock, Inc.,
a Delaware corporation (the “Company”), to promote the interests of the Company and its stockholders by attracting
and retaining Employees, Directors, and Consultants capable of furthering the future success of the Company and by aligning their
economic interests more closely with those of the Company’s stockholders, by paying their retainer or fees in the form of
shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”).


 


2. Definitions.
The following terms shall have the meanings set forth below:


 


“Board”
means the Board of Directors of the Company.


 


“Change
of Control” has the meaning set forth in Paragraph 12(d) hereof.


 


“Code”
means the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder. References to any provision of
the Code or rule or regulation thereunder shall be deemed to include any amended or successor provision, rule or regulation.


 


“Committee”
means the committee that administers this Plan, as more fully defined in Paragraph 13 hereof.


 


“Common
Stock” has the meaning set forth in Paragraph 1 hereof.


 


“Company”
has the meaning set forth in Paragraph 1 hereof.


 


“Consultants”
means the Company’s consultants and advisors only if: (i) they are natural persons; (ii) they provide bona fide services
to the Company; and (iii) the 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.


 


“Deferral
Election” has the meaning set forth in Paragraph 6 hereof.


 


“Deferred
Stock Account” means a bookkeeping account maintained by the Company for a Participant representing the Participant’s
interest in the shares credited to such Deferred Stock Account pursuant to Paragraph 7 hereof.


 


“Delivery
Date” has the meaning set forth in Paragraph 6 hereof.


 


“Director”
means an individual who is a member of the Board of Directors of the Company.


 


“Dividend
Equivalent” for a given dividend or other distribution means a number of shares of the Common Stock having a Fair Market
Value, as of the record date for such dividend or distribution, equal to the amount of cash, plus the Fair Market Value on the
date of distribution of any property, that is distributed with respect to one share of the Common Stock pursuant to such dividend
or distribution; such Fair Market Value to be determined by the Committee in good faith.


 


“Effective
Date” has the meaning set forth in Paragraph 3 hereof.


 


“Employee”
means any officer or employee of the Company.


 


“Exchange
Act” has the meaning set forth in Paragraph 12(d) hereof.


 




    	 	1	 



    	 



    

 


“Fair
Market Value” means the mean between the highest and lowest reported sales prices of the Common Stock on the New York Stock
Exchange Composite Tape or, if not listed on such exchange, on any other national securities exchange on which the Common Stock
is listed or on The Nasdaq Stock Market, or, if not so listed on any other national securities exchange or The Nasdaq Stock Market,
then the average of the bid price of the Common Stock during the last five trading days on the OTC Bulletin Board or the OTC Markets
Group Inc. immediately preceding the last trading day prior to the date with respect to which the Fair Market Value is to be determined.
If the Common Stock is not then publicly traded, then the Fair Market Value of the Common Stock shall be the book value of the
Company per share as determined on the last day of March, June, September, or December in any year closest to the date when the
determination is to be made. For the purpose of determining book value hereunder, book value shall be determined by adding as
of the applicable date called for herein the capital, surplus, and undivided profits of the Company, and after having deducted
any reserves theretofore established; the sum of these items shall be divided by the number of shares of the Common Stock outstanding
as of said date, and the quotient thus obtained shall represent the book value of each share of the Common Stock of the Company.


 


“Participant”
has the meaning set forth in Paragraph 4 hereof.


 


“Payment
Time” means the time when a Stock Award is payable to a Participant pursuant to Paragraph 5 hereof (without regard to the
effect of any Deferral Election).


 


“Stock
Award” has the meaning set forth in Paragraph 5 hereof.


 


“Third
Anniversary” has the meaning set forth in Paragraph 6 hereof.


 


3. Effective
Date of the Plan. This Plan was adopted by the Board effective February 5, 2020 (the “Effective Date”).


 


4. Eligibility.
Each individual who is an Employee, Director, or Consultant on the Effective Date and each individual who becomes an Employee,
Director, or Consultant thereafter during the term of this Plan shall be a participant (the “Participant”) in this
Plan, in each case during such period as such individual remains an Employee, Director, or Consultant of the Company or any of
its subsidiaries. Each credit of shares of the Common Stock pursuant to this Plan shall be evidenced by a written agreement duly
executed and delivered by or on behalf of the Company and a Participant, if such an agreement is required by the Company to assure
compliance with all applicable laws and regulations.


 


5. Grants
of Shares. Commencing on the Effective Date, the amount of compensation or bonus for service to the Participants shall be
payable in shares of the Common Stock (the “Stock Award”) pursuant to this Plan. The deemed issuance price of shares
of the Common Stock subject to each Stock Award shall not be less than 85 percent of the Fair Market Value of the Common Stock
on the date of the grant. In the case of any person who owns securities possessing more than ten percent of the combined voting
power of all classes of securities of the issuer or its parent or subsidiaries possessing voting power, the deemed issuance price
of shares of the Common Stock subject to each Stock Award shall be at least 100 percent of the Fair Market Value of the Common
Stock on the date of the grant.


 


6. Deferral
Option. From and after the Effective Date, a Participant may make an election (a “Deferral Election”) on an annual
basis to defer delivery of the Stock Award specifying which one of the following ways the Stock Award is to be delivered (a) on
the date which is three years after the Effective Date for which it was originally payable (the “Third Anniversary”),
(b) on the date upon which the Participant ceases to be a Participant for any reason (the “Departure Date”) or (c)
in five equal annual installments commencing on the Departure Date (the “Third Anniversary” and “Departure Date”
each being referred to herein as a “Delivery Date”). Such Deferral Election shall remain in effect for each Subsequent
Year unless changed, provided that, any Deferral Election with respect to a particular Year may not be changed less than six months
prior to the beginning of such Year, and provided, further, that no more than one Deferral Election or change thereof may be made
in any Year.


 


Any
Deferral Election and any change or revocation thereof shall be made by delivering written notice thereof to the Committee no
later than six months prior to the beginning of the Year in which it is to be effected; provided that, with respect to the Year
beginning on the Effective Date, any Deferral Election or revocation thereof must be delivered no later than the close of business
on the 30th day after the Effective Date.


 




    	 	2	 



    	 



    

 


7. Deferred
Stock Accounts. The Company shall maintain a Deferred Stock Account for each Participant who makes a Deferral Election to
which shall be credited, as of the applicable Payment Time, the number of shares of the Common Stock payable pursuant to the Stock
Award to which the Deferral Election relates. So long as any amounts in such Deferred Stock Account have not been delivered to
the Participant under Paragraph 8 hereof, each Deferred Stock Account shall be credited as of the payment date for any dividend
paid or other distribution made with respect to the Common Stock, with a number of shares of the Common Stock equal to (a) the
number of shares of the Common Stock shown in such Deferred Stock Account on the record date for such dividend or distribution
multiplied by (b) the Dividend Equivalent for such dividend or distribution.


 


8. Delivery
of Shares.


 


(a)
The shares of the Common Stock in a Participant’s Deferred Stock Account with respect to any Stock Award for which a
Deferral Election has been made (together with dividends attributable to such shares credited to such Deferred Stock Account)
shall be delivered in accordance with this Paragraph 8 as soon as practicable after the applicable Delivery Date. Except with
respect to a Deferral Election pursuant to Paragraph 6 hereof, or other agreement between the parties, such shares shall be
delivered at one time; provided that, if the number of shares so delivered includes a fractional share, such number shall be
rounded to the nearest whole number of shares. If the Participant has in effect a Deferral Election pursuant to Paragraph 6
hereof, then such shares shall be delivered in five equal annual installments (together with dividends attributable to such
shares credited to such Deferred Stock Account), with the first such installment being delivered on the first anniversary of
the Delivery Date; provided that, if in order to equalize such installments, fractional shares would have to be delivered,
such installments shall be adjusted by rounding to the nearest whole share. If any such shares are to be delivered after the
Participant has died or become legally incompetent, they shall be delivered to the Participant’s estate or legal
guardian, as the case may be, in accordance with the foregoing; provided that, if the Participant dies with a Deferral
Election pursuant to Paragraph 6 hereof in effect, the Committee shall deliver all remaining undelivered shares to the
Participant’s estate immediately. References to a Participant in this Plan shall be deemed to refer to the
Participant’s estate or legal guardian, where appropriate.


 


(b)
The Company may, but shall not be required to, create a grantor trust or utilize an existing grantor trust (in either case,
the “Trust”) to assist it in accumulating the shares of the Common Stock needed to fulfill its obligations under
this Paragraph 8. However, Participants shall have no beneficial or other interest in the Trust and the assets thereof, and
their rights under this Plan shall be as general creditors of the Company, unaffected by the existence or nonexistence of the
Trust, except that deliveries of Stock Awards to Participants from the Trust shall, to the extent thereof, be treated as
satisfying the Company’s obligations under this Paragraph 8.


 


9. Share
Certificates; Voting and Other Rights. The certificates for shares delivered to a Participant pursuant to Paragraph 8 above
shall be issued in the name of the Participant, and from and after the date of such issuance the Participant shall be entitled
to all rights of a stockholder with respect to the Common Stock for all such shares issued in his name, including the right to
vote the shares, and the Participant shall receive all dividends and other distributions paid or made with respect thereto.


 


10. General
Restrictions.


 


(a)
Notwithstanding any other provision of this Plan or agreements made pursuant thereto, the Company shall not be required to
issue or deliver any certificate or certificates for shares of the Common Stock under this Plan prior to fulfillment of all
of the following conditions:


 



(i) Listing or approval for listing upon official notice of issuance of such shares on the New York Stock Exchange, Inc.,
or such other securities exchange as may at the time be a market for the Common Stock;


 




    	 	3	 



    	 



    

 


(ii)
Any registration or other qualification of such shares under any state or federal law or regulation, or the maintaining in
effect of any such registration or other qualification which the Committee shall, upon the advice of counsel, deem necessary
or advisable; and


 


(iii)
Obtaining any other consent, approval, or permit from any state or federal governmental agency which the Committee shall,
after receiving the advice of counsel, determine to be necessary or advisable.


 


(b)
Nothing contained in this Plan shall prevent the Company from adopting other or additional compensation arrangements for the
Participants.


 


11. Shares
Available. Subject to Paragraph 12 below, the maximum number of shares of the Common Stock which may in the aggregate be paid
as Stock Awards pursuant to this Plan is 314,000,000. Shares of the Common Stock issuable under this Plan may be taken from treasury
shares of the Company or purchased on the open market.


 


12. Adjustments;
Change of Control.


 


(a)
In the event that there is, at any time after the Board adopts this Plan, any change in corporate capitalization, such as a
stock split, combination of shares, exchange of shares, warrants or rights offering to purchase the Common Stock at a price
below its Fair Market Value, reclassification, or recapitalization, or a corporate transaction, such as any merger,
consolidation, separation, including a spin-off, stock dividend, or other extraordinary distribution of stock or property of
the Company, any reorganization (whether or not such reorganization comes within the definition of such term in Section 368
of the Code) or any partial or complete liquidation of the Company (each of the foregoing a “Transaction”), in
each case other than any such Transaction which constitutes a Change of Control (as defined below), (i) the Deferred Stock
Accounts shall be credited with the amount and kind of shares or other property which would have been received by a holder of
the number of shares of the Common Stock held in such Deferred Stock Account had such shares of the Common Stock been
outstanding as of the effectiveness of any such Transaction, (ii) the number and kind of shares or other property subject to
this Plan shall likewise be appropriately adjusted to reflect the effectiveness of any such Transaction, and (iii) the
Committee shall appropriately adjust any other relevant provisions of this Plan and any such modification by the Committee
shall be binding and conclusive on all persons.


 


(b)
If the shares of the Common Stock credited to the Deferred Stock Accounts are converted pursuant to Paragraph 12(a) into
another form of property, references in this Plan to the Common Stock shall be deemed, where appropriate, to refer to such
other form of property, with such other modifications as may be required for this Plan to operate in accordance with its
purposes. Without limiting the generality of the foregoing, references to delivery of certificates for shares of the Common
Stock shall be deemed to refer to delivery of cash and the incidents of ownership of any other property held in the Deferred
Stock Accounts.


 



(c) In lieu of the adjustment contemplated by Paragraph 12(a), in the event of a Change of Control, the following shall
occur on the date of the Change of Control (i) the shares of the Common Stock held in each Participant’s Deferred Stock
Account shall be deemed to be issued and outstanding as of the Change of Control; (ii) the Company shall forthwith deliver to
each Participant who has a Deferred Stock Account all of the shares of the Common Stock or any other property held in such
Participant’s Deferred Stock Account; and (iii) this Plan shall be terminated.


 


(d)
For purposes of this Plan, Change of Control shall mean any of the following events:


 


(i)
The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) of 80 percent or more of either (1) the then outstanding shares
of the Common Stock of the Company (the “Outstanding Company Common Stock”), or (2) the combined voting power of
then outstanding voting securities of the Company entitled to vote generally in the election of directors (the
“Outstanding Company Voting Securities”); provided, however, that the following acquisitions shall not constitute
a Change of Control (A) any acquisition directly from the Company (excluding an acquisition by virtue of the exercise of a
conversion privilege unless the security being so converted was itself acquired directly from the Company), (B) any
acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by
the Company or any corporation controlled by the Company or (D) any acquisition by any corporation pursuant to a
reorganization, merger or consolidation, if, following such reorganization, merger or consolidation, the conditions described
in clauses (A), (B) and (C) of paragraph (iii) of this Paragraph 12(d) are satisfied; or


 




    	 	4	 



    	 



    

 


(ii)
Individuals who, as of the date hereof, constitute the Board of the Company (as of the date hereof, “Incumbent
Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual
becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s
stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such
terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the Board; or


 


(iii)
Approval by the stockholders of the Company of a reorganization, merger, binding share exchange or consolidation, unless,
following such reorganization, merger, binding share exchange or consolidation (A) more than 60 percent of, respectively,
then outstanding shares of common stock of the corporation resulting from such reorganization, merger, binding share exchange
or consolidation and the combined voting power of then outstanding voting securities of such corporation entitled to vote
generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such reorganization, merger, binding share exchange or
consolidation in substantially the same proportions as their ownership, immediately prior to such reorganization, merger,
binding share exchange or consolidation, of the Outstanding Company Common Stock and Outstanding Company Voting Securities,
as the case may be, (B) no Person (excluding the Company, any employee benefit plan (or related trust) of the Company or such
corporation resulting from such reorganization, merger, binding share exchange or consolidation and any Person beneficially
owning, immediately prior to such reorganization, merger, binding share exchange or consolidation, directly or indirectly, 20
percent or more of the Outstanding Company Common Stock or Outstanding Company Voting Securities, as the case may be)
beneficially owns, directly or indirectly, 20 percent or more of, respectively, then outstanding shares of common stock of
the corporation resulting from such reorganization, merger, binding share exchange or consolidation or the combined voting
power of then outstanding voting securities of such corporation entitled to vote generally in the election of directors, and
(C) at least a majority of the members of the board of directors of the corporation resulting from such reorganization,
merger, binding share exchange or consolidation were members of the Incumbent Board at the time of the execution of the
initial agreement providing for such reorganization, merger, binding share exchange or consolidation; or


 


(iv)
Approval by the stockholders of the Company of (1) a complete liquidation or dissolution of the Company, or (2) the sale or
other disposition of all or substantially all of the assets of the Company, other than to a corporation, with respect to
which following such sale or other disposition, (A) more than 60 percent of, respectively, then outstanding shares of common
stock of such corporation and the combined voting power of then outstanding voting securities of such corporation entitled to
vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all
of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such sale or other disposition in substantially the same
proportion as their ownership, immediately prior to such sale or other disposition, of the Outstanding Company Common Stock
and Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding the Company and any employee benefit
plan (or related trust) of the Company or such corporation and any Person beneficially owning, immediately prior to such sale
or other disposition, directly or indirectly, 20 percent or more of the Outstanding Company Common Stock or Outstanding
Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, 20 percent or more of,
respectively, then outstanding shares of common stock of such corporation and the combined voting power of then outstanding
voting securities of such corporation entitled to vote generally in the election of directors, and (C) at least a majority of
the members of the board of directors of such corporation were members of the Incumbent Board at the time of the execution of
the initial agreement or action of the Board providing for such sale or other disposition of assets of the
Company.


 




    	 	5	 



    	 



    

 


13. Administration;
Amendment and Termination.


 


(a)
The Plan shall be administered by the Compensation Committee (the “Committee”) of, or appointed by, the Board of
Directors of the Company (the “Board”). The Committee shall select one of its members as Chairman and shall act
by vote of a majority of a quorum, or by unanimous written consent. A majority of its members shall constitute a quorum. The
Committee shall be governed by the provisions of the Company’s Bylaws and of Delaware law applicable to the Board,
except as otherwise provided herein or determined by the Board. The Committee shall have full and complete authority, in its
discretion, but subject to the express provisions of this Plan to administer all aspects of the Plan. All interpretations and
constructions of this Plan by the Committee, and all of its actions hereunder, shall be binding and conclusive on all persons
for all purposes.


 


(b)
The Board may from time to time make such amendments to this Plan, including to preserve or come within any exemption from
liability under Section 16(b) of the Exchange Act, as it may deem proper and in the best interest of the Company without
further approval of the Company’s stockholders, provided that, to the extent required under Delaware law or to qualify
transactions under this Plan for exemption under Rule 16b-3 promulgated under the Exchange Act, no amendment to this Plan
shall be adopted without further approval of the Company’s stockholders and, provided, further, that if and to the
extent required for this Plan to comply with Rule 16b-3 promulgated under the Exchange Act, no amendment to this Plan shall
be made more than once in any six month period that would change the amount, price or timing of the grants of the Common
Stock hereunder other than to comport with changes in the Code, the Employee Retirement Income Security Act of 1974, as
amended, or the regulations thereunder. The Board may terminate this Plan at any time by a vote of a majority of the members
thereof.


 


14. Term
of Plan. No shares of the Common Stock shall be issued, unless and until the Directors of the Company have approved this Plan
and all other legal requirements have been met. This Plan was adopted by the Board effective February 5, 2020, and shall expire
on February 5, 2030.


 


15. Governing
Law. This Plan and all actions taken thereunder shall be governed by, and construed in accordance with, the laws of the State
of Delaware.


 


16. Information
to Shareholders. The Company shall furnish to each of its stockholders financial statements of the Company at least annually.


 


17. Miscellaneous.


 



(a) Nothing in this Plan shall be deemed to create any obligation on the part of the Board to nominate any Director for
reelection by the Company’s stockholders or to limit the rights of the stockholders to remove any Director.


 


(b)
The Company shall have the right to require, prior to the issuance or delivery of any shares of the Common Stock pursuant to
this Plan, that a Participant make arrangements satisfactory to the Committee for the withholding of any taxes required by
law to be withheld with respect to the issuance or delivery of such shares, including, without limitation, by the withholding
of shares that would otherwise be so issued or delivered, by withholding from any other payment due to the Participant, or by
a cash payment to the Company by the Participant.


 




    	 	6	 



    	 



    

 


IN
WITNESS WHEREOF, this Plan has been executed effective as of February 5, 2020.


 


	 	SUNSTOCK,
    INC.
	 	 	 
	 	By	/s/
    Jason C. Chang
	 	 	Jason
    C. Chang, President


 




    	 	7