Exhibit
4.05


 


FORCE
PROTECTION VIDEO EQUIPMENT CORP.


2021
EQUITY INCENTIVE PLAN


RESTRICTED
STOCK UNIT AGREEMENT


NOTICE
OF RESTRICTED STOCK UNIT GRANT


 


Unless
otherwise defined herein, the terms defined in the Force Protection Video Equipment Corp. 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 Force Protection Video Equipment Corp. (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:	 	FORCE
    PROTECTION VIDEO EQUIPMENT CORP.
	 	 	 
	 	 	 
	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 Force Protection Video Equipment Corp. 2629 Townsgate Road #215, Westlake Village, CA 91361, 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 FORCE PROTECTION VIDEO
EQUIPMENT CORP. (OR IT SUCCESSOR) AND ANY PARENT OR SUBSIDIARY OF FORCE PROTECTION VIDEO EQUIPMENT CORP. (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.