Exhibit
4.17


 


CURATIVE
BIOTECHNOLOGY, INC.


2021
EQUITY INCENTIVE PLAN


RESTRICTED
STOCK UNIT AGREEMENT


NOTICE
OF RESTRICTED STOCK UNIT GRANT


 


Unless
otherwise defined herein, the terms defined in the Curative Biotechnology, Inc. 2021 Equity Incentive Plan (the “Plan”) will
have the same defined meanings in this Restricted Stock Unit Agreement, which includes the Notice of Restricted Stock Unit Grant (the
“Notice of Grant”), Terms and Conditions of Restricted Stock Unit Grant attached hereto as Exhibit A , and all appendices
and exhibits attached thereto (all together, the “Award Agreement”).


 


Participant:


 


Address:


 


The
undersigned Participant has been granted the right to receive an Award of Restricted Stock Units, subject to the terms and conditions
of the Plan and this Award Agreement, as follows:


 


	Grant
    Number:	 
	 	 
	Date
    of Grant:	 
	 	 
	Vesting
    Commencement Date:	 
	 	 
	Number
    of Restricted Stock Units:	 


 


Vesting
Schedule:


 


Subject
to any acceleration provisions contained in the Plan or set forth below, the Restricted Stock Units will vest in accordance with the
following schedule:


 


[Include
Vesting Schedule]


 


In
the event Participant ceases to be a Service Provider for any or no reason before Participant vests in the Restricted Stock Units, the
Restricted Stock Units and Participant’s right to acquire any Shares hereunder will immediately terminate. By Participant’s
signature and the signature of the representative of Curative Biotechnology, Inc. (the “Company”) below, Participant and
the Company agree that this Award of Restricted Stock Units is granted under and governed by the terms and conditions of the Plan and
this Award Agreement, including the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A , all of
which are made a part of this document. Participant acknowledges receipt of a copy of the Plan. Participant has reviewed the Plan and
this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement,
and fully understands all provisions of the Plan and this Award Agreement. Participant hereby agrees to accept as binding, conclusive,
and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and the Award Agreement. Participant
further agrees to notify the Company upon any change in the residence address indicated below.


 




    	 



    	 



    

 


By
signing this Award Agreement, Participant is agreeing to arbitration of any disputes related to this Award Agreement and of any disputes
related to Participant’s employment relationship with the Company, as provided in Section 16.


 


	PARTICIPANT:	   	CURATIVE
    BIOTECHNOLOGY, INC.
	 	 	 
	 	 	 
	Signature	   	Signature
	 	 	 
	 	 	 
	 Print
    Name	   	 Print
    Name
	 	 	 
	 	 	 
	 	          	 Title
	 	 	 
	Address
    :	   	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 










    	 



    	 



    

 


EXHIBIT
A


TERMS
AND CONDITIONS OF RESTRICTED STOCK UNIT GRANT


 


1.
       Grant of Restricted Stock Units . The Company hereby grants to the individual (the “Participant”)
named in the Notice of Grant under the Plan an Award of Restricted Stock Units, subject to all of the terms and conditions in this Award
Agreement and the Plan, which is incorporated herein by reference. Subject to Section 19(c) of the Plan, in the event of a conflict between
the terms and conditions of the Plan and this Award Agreement, the terms and conditions of the Plan shall prevail.


 


2.
       Company’s Obligation to Pay . Each Restricted Stock Unit represents the right
to receive a Share on the date it vests. Unless and until the Restricted Stock Units will have vested in the manner set forth in Section
3 or 4, Participant will have no right to payment of any such Restricted Stock Units. Prior to actual payment of any vested Restricted
Stock Units, such Restricted Stock Unit will represent an unsecured obligation of the Company, payable (if at all) only from the general
assets of the Company.


 


3.
       Vesting Schedule . Except as provided in Section 4, and subject to Section 5, the Restricted
Stock Units awarded by this Award Agreement will vest in accordance with the vesting schedule set forth in the Notice of Grant, subject
to Participant continuing to be a Service Provider through each applicable vesting date.


 


4.
       Payment after Vesting.


 


(a)
       General Rule. Subject to Section 8, any Restricted Stock Units that vest will be paid
to Participant (or in the event of Participant’s death, to his or her properly designated beneficiary or estate) in whole Shares.
Subject to the provisions of Section 4(b), such vested Restricted Stock Units shall be paid in whole Shares as soon as practicable after
vesting, but in each such case within sixty (60) days following the vesting date. In no event will Participant be permitted, directly
or indirectly, to specify the taxable year of payment of any Restricted Stock Units payable under this Award Agreement.


 


		(a)	Acceleration.



 


(i)
       Discretionary Acceleration . The Administrator, in its discretion, may accelerate the
vesting of the balance, or some lesser portion of the balance, of the unvested Restricted Stock Units at any time, subject to the terms
of the Plan. If so accelerated, such Restricted Stock Units will be considered as having vested as of the date specified by the Administrator.
If Participant is a U.S. taxpayer, the payment of Shares vesting pursuant to this Section 4(b) shall in all cases be paid at a time or
in a manner that is exempt from, or complies with, Section 409A. The prior sentence may be superseded in a future agreement or amendment
to this Award Agreement only by direct and specific reference to such sentence.


 


(ii)
       Notwithstanding anything in the Plan or this Award Agreement or any other agreement (whether
entered into before, on or after the Date of Grant), if the vesting of the balance, or some lesser portion of the balance, of the Restricted
Stock Units is accelerated in connection with Participant’s termination as a Service Provider (provided that such termination is
a “separation from service” within the meaning of Section 409A, as determined by the Company), other than due to Participant’s
death, and if (x) Participant is a U.S. taxpayer and a “specified employee” within the meaning of Section 409A at the time
of such termination as a Service Provider and (y) the payment of such accelerated Restricted Stock Units will result in the imposition
of additional tax under Section 409A if paid to Participant on or within the six (6) month period following Participant’s termination
as a Service Provider, then the payment of such accelerated Restricted Stock Units will not be made until the date six (6) months and
one (1) day following the date of Participant’s termination as a Service Provider, unless Participant dies following his or her
termination as a Service Provider, in which case, the Restricted Stock Units will be paid in Shares to Participant’s estate as
soon as practicable following his or her death.


 




    	 



    	 



    

 


(c)
       Section 409A. It is the intent of this Award Agreement that it and all payments and
benefits to U.S. taxpayers hereunder be exempt from, or comply with, the requirements of Section 409A so that none of the Restricted
Stock Units provided under this Award Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Section
409A, and any ambiguities herein will be interpreted to be so exempt or so comply. Each payment payable under this Award Agreement is
intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). However, in no event will the Company
reimburse Participant, or be otherwise responsible for, any taxes or costs that may be imposed on Participant as a result of Section
409A. For purposes of this Award Agreement, “Section 409A” means Section 409A of the Code, and any final Treasury Regulations
and Internal Revenue Service guidance thereunder, as each may be amended from time to time.


 


5.
       Forfeiture Upon Termination as a Service Provider. Notwithstanding any contrary provision
of this Award Agreement, if Participant ceases to be a Service Provider for any or no reason, the then-unvested Restricted Stock Units
awarded by this Award Agreement will thereupon be forfeited at no cost to the Company and Participant will have no further rights thereunder.


 


6.
       Tax Consequences. Participant has reviewed with his or her own tax advisors the U.S.
federal, state, local and non-U.S. tax consequences of this investment and the transactions contemplated by this Award Agreement. With
respect to such matters, Participant relies solely on such advisors and not on any statements or representations of the Company or any
of its agents, written or oral. Participant understands that Participant (and not the Company) shall be responsible for Participant’s
own tax liability that may arise as a result of this investment or the transactions contemplated by this Award Agreement.


 


7.
       Death of Participant. Any distribution or delivery to be made to Participant under this
Award Agreement will, if Participant is then deceased, be made to Participant’s designated beneficiary, or if no beneficiary survives
Participant, the administrator or executor of Participant’s estate. Any such transferee must furnish the Company with (a) written
notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and
compliance with any laws or regulations pertaining to said transfer.


 


8.
       Tax Obligations.


 


(a)
       Responsibility for Taxes. Participant acknowledges that, regardless of any action taken
by the Company or, if different, Participant’s employer (the “Employer”) or Parent or Subsidiary to which Participant
is providing services (together, the Company, Employer and/or Parent or Subsidiary to which the Participant is providing services, the
“Service Recipient”), the ultimate liability for any tax and/or social insurance liability obligations and requirements in
connection with the Restricted Stock Units, including, without limitation, (i) all federal, state, and local taxes (including the Participant’s
Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company or the Employer or other payment
of tax-related items related to Participant’s participation in the Plan and legally applicable to Participant, (ii) the Participant’s
and, to the extent required by the Company (or Service Recipient), the Company’s (or Service Recipient’s) fringe benefit
tax liability, if any, associated with the grant, vesting, or settlement of the Restricted Stock Units or sale of Shares, and (iii) any
other Company (or Service Recipient) taxes the responsibility for which the Participant has, or has agreed to bear, with respect to the
Restricted Stock Units (or settlement thereof or issuance of Shares thereunder) (collectively, the “Tax Obligations”), is
and remains Participant’s responsibility and may exceed the amount actually withheld by the Company or the Service Recipient. Participant
further acknowledges that the Company and/or the Service Recipient (A) make no representations or undertakings regarding the treatment
of any Tax Obligations in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting
or settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any
dividends or other distributions, and (B) do not commit to and are under no obligation to structure the terms of the grant or any aspect
of the Restricted Stock Units to reduce or eliminate Participant’s liability for Tax Obligations or achieve any particular tax
result. Further, if Participant is subject to Tax Obligations in more than one jurisdiction between the Date of Grant and the date of
any relevant taxable or tax withholding event, as applicable, Participant acknowledges that the Company and/or the Service Recipient
(or former employer, as applicable) may be required to withhold or account for Tax Obligations in more than one jurisdiction. If Participant
fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time of the applicable taxable
event, Participant acknowledges and agrees that the Company may refuse to issue or deliver the Shares.


 




    	 



    	 



    

 


(b)
       Tax Withholding. Pursuant to such procedures as the Administrator may specify from time
to time, the Company and/or Service Recipient shall withhold the amount required to be withheld for the payment of Tax Obligations. The
Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to
satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i) paying cash, (ii)
electing to have the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary
to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator,
if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations
from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering
to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient
number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether
through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations
(or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse
financial accounting consequences). Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant
and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or
the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction.
If Participant fails to make satisfactory arrangements for the payment of such Tax Obligations hereunder at the time any applicable Restricted
Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant will permanently forfeit such Restricted Stock Units
and any right to receive Shares thereunder and such Restricted Stock Units will be returned to the Company at no cost to the Company.
Participant acknowledges and agrees that the Company may refuse to deliver the Shares if such Tax Obligations are not delivered at the
time they are due.


 


9.
       Rights as Stockholder. Neither Participant nor any person claiming under or through
Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder
unless and until certificates representing such Shares (which may be in book entry form) will have been issued, recorded on the records
of the Company or its transfer agents or registrars, and delivered to Participant (including through electronic delivery to a brokerage
account). After such issuance, recordation, and delivery, Participant will have all the rights of a stockholder of the Company with respect
to voting such Shares and receipt of dividends and distributions on such Shares.


 


10.
       No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING
OF THE RESTRICTED STOCK UNITS PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER, WHICH UNLESS
PROVIDED OTHERWISE UNDER APPLICABLE LAW IS AT THE WILL OF THE COMPANY (OR THE SERVICE RECIPIENT) AND NOT THROUGH THE ACT OF BEING HIRED,
BEING GRANTED THIS RESTRICTED STOCK UNIT AWARD OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD
AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED
PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY
WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE SERVICE RECIPIENT) TO TERMINATE PARTICIPANT’S RELATIONSHIP
AS A SERVICE PROVIDER, SUBJECT TO APPLICABLE LAW, WHICH TERMINATION, UNLESS PROVIDED OTHERWISE UNDER APPLICABLE LAW, MAY BE AT ANY TIME,
WITH OR WITHOUT CAUSE.


 




    	 



    	 



    

 


11.
       Grant is Not Transferable. Except to the limited extent provided in Section 7, this
grant and the rights and privileges conferred hereby will not be transferred, assigned, pledged or hypothecated in any way (whether by
operation of law or otherwise) and will not be subject to sale under execution, attachment or similar process. Upon any attempt to transfer,
assign, pledge, hypothecate or otherwise dispose of this grant, or any right or privilege conferred hereby, or upon any attempted sale
under any execution, attachment or similar process, this grant and the rights and privileges conferred hereby immediately will become
null and void.


 


12.
       Nature of Grant . In accepting the grant, Participant acknowledges, understands, and
agrees that:


 


(a)
       the grant of the Restricted Stock Units is voluntary and occasional and does not create any
contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if
Restricted Stock Units have been granted in the past;


 


(b)
       all decisions with respect to future Restricted Stock Units or other grants, if any, will be
at the sole discretion of the Company;


 


		(b)	Participant
                                            is voluntarily participating in the Plan;



 


(d)
       the Restricted Stock Units and the Shares subject to the Restricted Stock Units are not intended
to replace any pension rights or compensation;


 


(e)
       the Restricted Stock Units and the Shares subject to the Restricted Stock Units, and the income
and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination,
redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;


 


(f)
       the future value of the underlying Shares is unknown, indeterminable and cannot be predicted;


 


(g)
       for purposes of the Restricted Stock Units, Participant’s status as a Service Provider
will be considered terminated as of the date Participant is no longer actively providing services to the Company or any Parent or Subsidiary
(regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction
where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any), and unless otherwise
expressly provided in this Award Agreement (including by reference in the Notice of Grant to other arrangements or contracts) or determined
by the Administrator, Participant’s right to vest in the Restricted Stock Units under the Plan, if any, will terminate as of such
date and will not be extended by any notice period (e.g., Participant’s period of service would not include any contractual notice
period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant
is a Service Provider or the terms of Participant’s employment or service agreement, if any, unless Participant is providing bona
fide services during such time); the Administrator shall have the exclusive discretion to determine when Participant is no longer actively
providing services for purposes of the Restricted Stock Units grant (including whether Participant may still be considered to be providing
services while on a leave of absence and consistent with local law);


 




    	 



    	 



    

 


(h)
       unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock
Units and the benefits evidenced by this Award Agreement do not create any entitlement to have the Restricted Stock Units or any such
benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate
transaction affecting the Shares; and


 


(i)
       the following provisions apply only if Participant is providing services outside the United
States:


 


(i)
       the Restricted Stock Units and the Shares subject to the Restricted Stock Units are not part
of normal or expected compensation or salary for any purpose;


 


(ii)
       Participant acknowledges and agrees that none of the Company, the Employer or any Parent or
Subsidiary shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States
Dollar that may affect the value of the Restricted Stock Units or of any amounts due to Participant pursuant to the settlement of the
Restricted Stock Units or the subsequent sale of any Shares acquired upon settlement; and


 


(iii)
       no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted
Stock Units resulting from the termination of Participant’s status as a Service Provider (for any reason whatsoever whether or
not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is a Service Provider or the terms
of Participant’s employment or service agreement, if any), and in consideration of the grant of the Restricted Stock Units to which
Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Parent or
Subsidiary or the Service Recipient, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent
or Subsidiary and the Service Recipient from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court
of competent jurisdiction, then, by participating in the Plan, Participant shall be deemed irrevocably to have agreed not to pursue such
claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim.


 


13.
       No Advice Regarding Grant. The Company is not providing any tax, legal or financial
advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan, or Participant’s
acquisition or sale of the underlying Shares. Participant is hereby advised to consult with his or her own personal tax, legal and financial
advisors regarding his or her participation in the Plan before taking any action related to the Plan.


 


14.
       Data Privacy . Participant hereby explicitly and unambiguously consents to the
collection, use and transfer, in electronic or other form, of Participant’s personal data as described in this Award Agreement
and any other Restricted Stock Unit grant materials by and among, as applicable, the Employer, or other Service Recipient the Company
and any Parent or Subsidiary for the exclusive purpose of implementing, administering and managing Participant’s participation
in the Plan.


 


Participant
understands that the Company and the Service Recipient may hold certain personal information about Participant, including, but not limited
to, Participant’s name, home address and telephone number, date of birth, social insurance/security number or other identification
number, salary, nationality, job title, any Shares or directorships held in the Company, details of all Restricted Stock Units or any
other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor (“Data”),
for the exclusive purpose of implementing, administering and managing the Plan.


 




    	 



    	 



    

 


Participant
understands that Data will be transferred to a stock plan service provider as may be selected by the Company in the future, which is
assisting the Company with the implementation, administration, and management of the Plan. Participant understands that the recipients
of the Data may be located in the United States or elsewhere, and that the recipients’ country of operation (e.g., the United States)
may have different data privacy laws and protections than Participant’s country. Participant understands that if he or she resides
outside the United States, he or she may request a list with the names and addresses of any potential recipients of the Data by contacting
his or her local human resources representative. Participant authorizes the Company, any stock plan service provider selected by the
Company and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering
and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing,
administering and managing his or her participation in the Plan. Participant understands that Data will be held only as long as is necessary
to implement, administer and manage Participant’s participation in the Plan. Participant understands that where provided by law,
he or she may exercise rights related to the Data, including, for example the rights to request to view Data, request additional information
about the storage and processing of Data, request necessary amendments to Data or refuse or withdraw the consents herein, in any case
without cost, by contacting in writing his or her local human resources representative. Further, Participant understands that he or she
is providing the consents herein on a purely voluntary basis. If Participant does not consent, or if Participant later seeks to revoke
his or her consent, his or her status as a Service Provider and career with the Service Recipient will not be adversely affected; the
only adverse consequence of refusing or withdrawing Participant’s consent is that the Company would not be able to grant Participant
Restricted Stock Units or other equity awards or administer or maintain such awards. Therefore, Participant understands that refusing
or withdrawing his or her consent may affect Participant’s ability to participate in the Plan. For more information on the consequences
of Participant’s refusal to consent or withdrawal of consent, Participant understands that he or she may contact his or her local
human resources representative.


 


15.
       Address for Notices . Any notice to be given to the Company under the terms of this
Award Agreement will be addressed to the Company at Curative Biotechnology, Inc. – [ADDRESS], or at such other address as the Company
may hereafter designate in writing.


 


16.
       Arbitration and Equitable Relief.


 


(a)
       Arbitration . IN CONSIDERATION OF PARTICIPANT RECEIVING THIS AWARD AND PARTICIPANT’S
EMPLOYMENT WITH THE COMPANY, THE COMPANY’S PROMISE TO ARBITRATE ALL EMPLOYMENT-RELATED DISPUTES (INCLUDING, BUT NOT LIMITED TO,
DISPUTES RELATING TO THIS AWARD) WITH PARTICIPANT, AND PARTICIPANT’S RECEIPT OF OTHER COMPENSATION AND OTHER COMPANY BENEFITS,
AT PRESENT AND IN THE FUTURE, PARTICIPANT AGREES THAT ANY AND ALL CONTROVERSIES, CLAIMS, OR DISPUTES THAT PARTICIPANT MAY HAVE WITH THE
COMPANY (INCLUDING ANY COMPANY EMPLOYEE, OFFICER, DIRECTOR, TRUSTEE, OR BENEFIT PLAN OF THE COMPANY, IN THEIR CAPACITY AS SUCH OR OTHERWISE),
ARISING OUT OF, RELATING TO, OR RESULTING FROM THIS AWARD OR PARTICIPANT’S EMPLOYMENT OR RELATIONSHIP WITH THE COMPANY OR THE TERMINATION
OF PARTICIPANT’S EMPLOYMENT OR RELATIONSHIP WITH THE COMPANY, INCLUDING ANY BREACH OF THIS AWARD AGREEMENT, SHALL BE SUBJECT TO
BINDING ARBITRATION UNDER THE FEDERAL ARBITRATION ACT (THE “FAA”). THE FAA’S SUBSTANTIVE AND PROCEDURAL RULES SHALL
GOVERN AND APPLY TO THIS ARBITRATION AGREEMENT WITH FULL FORCE AND EFFECT, AND ANY STATE COURT OF COMPETENT JURISDICTION MAY STAY PROCEEDINGS
PENDING ARBITRATION OR COMPEL ARBITRATION IN THE SAME MANNER AS A FEDERAL COURT UNDER THE FAA. PARTICIPANT FURTHER AGREES THAT, TO THE
FULLEST EXTENT PERMITTED BY LAW, PARTICIPANT MAY BRING ANY SUCH ARBITRATION PROCEEDING ONLY IN PARTICIPANTS’ INDIVIDUAL CAPACITY,
AND NOT AS A PLAINTIFF, REPRESENTATIVE OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE OR REPRESENTATIVE LAWSUIT OR PROCEEDING. TO
THE FULLEST EXTENT PERMITTED BY LAW, PARTICIPANT AGREES TO ARBITRATE ANY AND ALL COMMON LAW AND/OR STATUTORY CLAIMS UNDER LOCAL, STATE,
OR FEDERAL LAW, INCLUDING, BUT NOT LIMITED TO, CLAIMS UNDER TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE AMERICANS WITH DISABILITIES
ACT OF 1990, THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, THE OLDER WORKERS BENEFIT PROTECTION ACT, THE WORKER ADJUSTMENT AND RETRAINING
NOTIFICATION ACT, THE FAIR LABOR STANDARDS ACT, THE FAMILY AND MEDICAL LEAVE ACT, CLAIMS RELATING TO EMPLOYMENT STATUS, COMPENSATION
(CASH, EQUITY, BONUS, OR OTHERWISE), CLASSIFICATION AND RELATIONSHIP WITH THE COMPANY, AND CLAIMS OF HARASSMENT, DISCRIMINATION, WRONGFUL
TERMINATION, AND BREACH OF CONTRACT. TO THE FULLEST EXTENT PERMITTED BY LAW, PARTICIPANT ALSO AGREES TO ARBITRATE ANY AND ALL DISPUTES
ARISING OUT OF OR RELATING TO THE INTERPRETATION OR APPLICATION OF THIS AGREEMENT TO ARBITRATE, BUT NOT DISPUTES ABOUT THE ENFORCEABILITY,
REVOCABILITY OR VALIDITY OF THIS AGREEMENT TO ARBITRATE OR THE CLASS, COLLECTIVE AND REPRESENTATIVE PROCEEDING WAIVER HEREIN. WITH RESPECT
TO ALL SUCH CLAIMS AND DISPUTES THAT PARTICIPANT AGREES TO ARBITRATE, PARTICIPANT HEREBY EXPRESSLY AGREES TO WAIVE, AND DOES WAIVE, ANY
RIGHT TO A TRIAL BY JURY. PARTICIPANT FURTHER UNDERSTANDS THAT THIS AGREEMENT TO ARBITRATE ALSO APPLIES TO ANY DISPUTES THAT THE
COMPANY MAY HAVE WITH PARTICIPANT. PARTICIPANT UNDERSTANDS THAT NOTHING IN THIS AGREEMENT REQUIRES PARTICIPANT TO ARBITRATE CLAIMS THAT
CANNOT BE ARBITRATED UNDER APPLICABLE LAW, SUCH AS CLAIMS UNDER THE SARBANES-OXLEY ACT. FOR PURPOSES OF THIS SECTION 16 ONLY, REFERENCES
TO “COMPANY” SHALL MEAN CURATIVE BIOTECHNOLOGY, INC. (OR IT SUCCESSOR) AND ANY PARENT OR SUBSIDIARY OF CURATIVE BIOTECHNOLOGY,
INC. (OR ITS SUCCESSOR).


 




    	 



    	 



    

 


(b)
       Procedure. PARTICIPANT AGREES THAT ANY ARBITRATION WILL BE ADMINISTERED BY THE AMERICAN
ARBITRATION ASSOCIATION PURSUANT TO ITS EMPLOYMENT ARBITRATION RULES & MEDIATION PROCEDURES (THE “AAA RULES”), WHICH
ARE AVAILABLE AT https://www.adr.org. PARTICIPANT AGREES THAT THE ARBITRATOR SHALL HAVE THE POWER TO DECIDE ANY MOTIONS BROUGHT BY ANY
PARTY TO THE ARBITRATION, INCLUDING MOTIONS FOR SUMMARY JUDGMENT AND/OR ADJUDICATION, AND MOTIONS TO DISMISS AND DEMURRERS, APPLYING
THE STANDARDS SET FORTH UNDER THE FLORIDA CODE OF CIVIL PROCEDURE. PARTICIPANT AGREES THAT THE ARBITRATOR SHALL ISSUE A WRITTEN DECISION
ON THE MERITS. PARTICIPANT ALSO AGREES THAT THE ARBITRATOR SHALL HAVE THE POWER TO AWARD ANY REMEDIES AVAILABLE UNDER APPLICABLE LAW,
AND THAT THE ARBITRATOR MAY AWARD ATTORNEYS’ FEES AND COSTS TO THE PREVAILING PARTY, WHERE PERMITTED BY APPLICABLE LAW. PARTICIPANT
AGREES THAT THE DECREE OR AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED AS A FINAL AND BINDING JUDGMENT IN ANY COURT HAVING JURISDICTION
THEREOF. PARTICIPANT UNDERSTANDS THAT THE COMPANY WILL PAY FOR ANY ADMINISTRATIVE OR HEARING FEES CHARGED BY THE ARBITRATOR OR AAA EXCEPT
THAT PARTICIPANT SHALL PAY ANY FILING FEES ASSOCIATED WITH ANY ARBITRATION THAT PARTICIPANT INITIATES, BUT ONLY SO MUCH OF THE FILING
FEES AS PARTICIPANT WOULD HAVE INSTEAD PAID HAD PARTICIPANT FILED A COMPLAINT IN A COURT OF LAW. PARTICIPANT AGREES THAT THE ARBITRATOR
SHALL ADMINISTER AND CONDUCT ANY ARBITRATION IN ACCORDANCE WITH FLORIDA LAW, INCLUDING THE FLORIDA CODE OF CIVIL PROCEDURE AND THE FLORIDA
EVIDENCE CODE, AND THAT THE ARBITRATOR SHALL APPLY SUBSTANTIVE AND PROCEDURAL FLORIDA LAW TO ANY DISPUTE OR CLAIM, WITHOUT REFERENCE
TO RULES OF CONFLICT-OF-LAW.


 


(c)
       Remedy . EXCEPT FOR THE PURSUIT OF ANY REMEDY PROVIDED BY THIS AGREEMENT, PARTICIPANT
AGREES THAT ARBITRATION SHALL BE THE SOLE, EXCLUSIVE, AND FINAL REMEDY FOR ANY DISPUTE BETWEEN PARTICIPANT AND THE COMPANY.


 


(d)
       Administrative Relief. PARTICIPANT UNDERSTANDS THAT THIS AGREEMENT DOES NOT PROHIBIT
PARTICIPANT FROM PURSUING AN ADMINISTRATIVE CLAIM WITH A LOCAL, STATE, OR FEDERAL ADMINISTRATIVE BODY OR GOVERNMENT AGENCY THAT IS AUTHORIZED
TO ENFORCE OR ADMINISTER LAWS RELATED TO EMPLOYMENT, INCLUDING, BUT NOT LIMITED TO, THE DEPARTMENT OF FAIR EMPLOYMENT AND HOUSING, THE
EQUAL EMPLOYMENT OPPORTUNITY COMMISSION, THE NATIONAL LABOR RELATIONS BOARD, THE SECURITIES AND EXCHANGE COMMISSION, OR THE WORKERS’
COMPENSATION BOARD. THIS AGREEMENT DOES, HOWEVER, PRECLUDE PARTICIPANT FROM PURSUING A COURT ACTION REGARDING ANY SUCH CLAIM, EXCEPT
AS PERMITTED BY LAW.


 


(e)
       Voluntary Nature of Agreement . PARTICIPANT ACKNOWLEDGES AND AGREES THAT PARTICIPANT
IS EXECUTING THIS AGREEMENT VOLUNTARILY AND WITHOUT ANY DURESS OR UNDUE INFLUENCE BY THE COMPANY OR ANYONE ELSE. PARTICIPANT FURTHER
ACKNOWLEDGES AND AGREES THAT PARTICIPANT HAS CAREFULLY READ THIS AGREEMENT AND THAT PARTICIPANT HAS ASKED ANY QUESTIONS NEEDED FOR PARTICIPANT
TO UNDERSTAND THE TERMS, CONSEQUENCES, AND BINDING EFFECT OF THIS AGREEMENT AND FULLY UNDERSTAND IT, INCLUDING THAT PARTICIPANT
IS WAIVING PARTICIPANT’S RIGHT TO A JURY TRIAL . FINALLY, PARTICIPANT AGREES THAT PARTICIPANT HAS BEEN PROVIDED AN OPPORTUNITY
TO SEEK THE ADVICE OF AN ATTORNEY OF PARTICIPANT’S CHOICE BEFORE SIGNING THIS AGREEMENT.


 


17.
       Electronic Delivery and Acceptance . The Company may, in its sole discretion, decide
to deliver any documents related to the Restricted Stock Units awarded under the Plan or future Restricted Stock Units that may be awarded
under the Plan by electronic means or request Participant’s consent to participate in the Plan by electronic means. Participant
hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through any on-line or electronic
system established and maintained by the Company or a third party designated by the Company.


 


18.
       No Waiver. Either party’s failure to enforce any provision or provisions of this
Award Agreement shall not in any way be construed as a waiver of any such provision or provisions, nor prevent that party from thereafter
enforcing each and every other provision of this Award Agreement. The rights granted both parties herein are cumulative and shall not
constitute a waiver of either party’s right to assert all other legal remedies available to it under the circumstances.


 




    	 



    	 



    

 


19.
       Successors and Assigns. The Company may assign any of its rights under this Award Agreement
to single or multiple assignees, and this Award Agreement shall inure to the benefit of the successors and assigns of the Company. Subject
to the restrictions on transfer herein set forth, this Award Agreement shall be binding upon Participant and his or her heirs, executors,
administrators, successors and assigns. The rights and obligations of Participant under this Award Agreement may only be assigned with
the prior written consent of the Company.


 


20.
       Additional Conditions to Issuance of Stock. If at any time the Company will determine,
in its discretion, that the listing, registration, qualification or rule compliance of the Shares upon any securities exchange or under
any state, federal or non-U.S. law, the tax code and related regulations or under the rulings or regulations of the United States Securities
and Exchange Commission or any other governmental regulatory body or the clearance, consent or approval of the United States Securities
and Exchange Commission or any other governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares
to Participant (or his or her estate) hereunder, such issuance will not occur unless and until such listing, registration, qualification,
rule compliance, clearance, consent or approval will have been completed, effected or obtained free of any conditions not acceptable
to the Company. Subject to the terms of the Award Agreement and the Plan, the Company shall not be required to issue any certificate
or certificates for Shares hereunder prior to the lapse of such reasonable period of time following the date of vesting of the Restricted
Stock Units as the Administrator may establish from time to time for reasons of administrative convenience.


 


21.
       Language . If Participant has received this Award Agreement or any other document related
to the Plan translated into a language other than English and if the meaning of the translated version is different than the English
version, the English version will control.


 


22.
       Interpretation. The Administrator will have the power to interpret the Plan and this
Award Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith
and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Restricted Stock Units
have vested). All actions taken and all interpretations and determinations made by the Administrator in good faith will be final and
binding upon Participant, the Company and all other interested persons. Neither the Administrator nor any person acting on behalf of
the Administrator will be personally liable for any action, determination, or interpretation made in good faith with respect to the Plan
or this Award Agreement.


 


23.
       Captions. Captions provided herein are for convenience only and are not to serve as
a basis for interpretation or construction of this Award Agreement.


 


24.
       Amendment, Suspension or Termination of the Plan. By accepting this Award, Participant
expressly warrants that he or she has received an Award of Restricted Stock Units under the Plan, and has received, read, and understood
a description of the Plan. Participant understands that the Plan is discretionary in nature and may be amended, suspended or terminated
by the Company at any time.


 




    	 



    	 



    

 


25.
       Modifications to the Award Agreement. This Award Agreement constitutes the entire understanding
of the parties on the subjects covered. Participant expressly warrants that he or she is not accepting this Award Agreement in reliance
on any promises, representations, or inducements other than those contained herein. Modifications to this Award Agreement or the Plan
can be made only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the
contrary in the Plan or this Award Agreement, the Company reserves the right to revise this Award Agreement as it deems necessary or
advisable, in its sole discretion and without the consent of Participant, to comply with Section 409A or to otherwise avoid imposition
of any additional tax or income recognition under Section 409A in connection to this Award of Restricted Stock Units.


 


26.
       Governing Law; Severability. This Award Agreement is governed by the internal substantive
laws, but not the choice of law rules, of Florida except that the FAA shall govern the arbitration requirements set forth in Section
16. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or
void, this Award Agreement shall continue in full force and effect.


 


27.
       Entire Agreement. The Plan is incorporated herein by reference. The Plan and this Award
Agreement (including the appendices and exhibits referenced herein) constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect
to the subject matter hereof, and may not be modified adversely to the Participant’s interest except by means of a writing signed
by the Company and Participant.