Exhibit
4.04


 


FORCE
PROTECTION VIDEO EQUIPMENT CORP.


2021
EQUITY INCENTIVE PLAN


STOCK
OPTION AGREEMENT


 


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 Stock Option Agreement, which includes the Notice of Stock Option Grant (the “Notice
of Grant”), the Terms and Conditions of Stock Option Grant attached hereto as Exhibit A , and all appendices and exhibits
attached thereto (all together, the “Award Agreement”).


 


NOTICE
OF STOCK OPTION GRANT


 


Participant:



 


Address:



 


The
undersigned Participant has been granted an Option to purchase Common Stock of Force Protection Video Equipment Corp. (the “Company”),
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 Shares Granted:	 	 	 
	 	 	 	 
	Exercise
    Price per Share:	 	$
____________________________________    	 
	 	 	 	 
	Total
    Exercise Price:	 	$
    
____________________________________	 
	 	 	 	 
	Type
    of Option:	 	___
    Incentive Stock Option	 
	 	 	 	 
	 	 	___
    Nonstatutory Stock Option	 
	 	 	 	 
	Term/Expiration
    Date:	 	 	 


 




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Vesting
Schedule:


 


Subject
to accelerated vesting as set forth below or in the Plan, this Option will be exercisable, in whole or in part, in accordance with the
following schedule:


 


[INSERT
VESTING SCHEDULE]


 


Termination
Period:


 


To
the extent vested, this Option will be exercisable for three (3) months after Participant ceases to be a Service Provider, unless such
termination is due to Participant’s death or Disability, in which case this Option will be exercisable for twelve (12) months after
Participant ceases to be a Service Provider. Notwithstanding the foregoing sentence, in no event may this Option be exercised after the
Term/Expiration Date as provided above and may be subject to earlier termination as provided in Section 14 of the Plan.


 


By
Participant’s signature and the signature of the representative of the Company below, Participant and the Company agree that this
Option is granted under and governed by the terms and conditions of the Plan and this Award Agreement, including the Terms and Conditions
of Stock Option 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 of the Plan.


 


	PARTICIPANT	 	FORCE
    PROTECTION VIDEO EQUIPMENT CORP.
	 	 	 
	 	 	 
	Signature	 	Signature
	 	 	 
	 	 	 
	Print
Name	 	Print
    Name
	 	 	 
	 	 	 
	 	 	Title
	 	 	 
	Address:	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 




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EXHIBIT
A


TERMS
AND CONDITIONS OF STOCK OPTION GRANT


 


1.
Grant of Option. The Company hereby grants to the individual (the “Participant”) named in the Notice of Stock Option
Grant of this Award Agreement (the “Notice of Grant”) an option (the “Option”) to purchase the number of Shares,
as set forth in the Notice of Grant, at the exercise price per Share set forth in the Notice of Grant (the “Exercise Price”),
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 the terms and conditions of this
Award Agreement, the terms and conditions of the Plan will prevail.


 


(a)
For U.S. taxpayers, the Option will be designated as either an Incentive Stock Option (“ISO”) or a Nonstatutory Stock Option
(“NSO”). If designated in the Notice of Grant as an ISO, this Option is intended to qualify as an ISO under Section 422 of
the Internal Revenue Code of 1986, as amended (the “Code”). However, if this Option is intended to be an ISO, to the extent
that it exceeds the $100,000 rule of Code Section 422(d) it will be treated as an NSO. Further, if for any reason this Option (or portion
thereof) will not qualify as an ISO, then, to the extent of such nonqualification, such Option (or portion thereof) shall be regarded
as a NSO granted under the Plan. In no event will the Administrator, the Company or any Parent or Subsidiary or any of their respective
employees or directors have any liability to Participant (or any other person) due to the failure of the Option to qualify for any reason
as an ISO.


 


(b)
For non-U.S. taxpayers, the Option will be designated as an NSO.


 


2.
Vesting Schedule. Except as provided in Section 3, the Option awarded by this Award Agreement will vest in accordance with the
vesting provisions set forth in the Notice of Grant. Shares scheduled to vest on a certain date or upon the occurrence of a certain condition
will not vest in Participant in accordance with any of the provisions of this Award Agreement, unless Participant will have been continuously
a Service Provider from the Date of Grant until the date such vesting occurs.


 


3.
Administrator Discretion. The Administrator, in its discretion, may accelerate the vesting of the balance, or some lesser portion
of the balance, of the unvested Option at any time, subject to the terms of the Plan. If so accelerated, such Option will be considered
as having vested as of the date specified by the Administrator.


 


4.
Exercise of Option.


 


(a)
Right to Exercise. This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during
such term only in accordance with the Plan and the terms of this Award Agreement.


 


(b)
Method of Exercise. This Option is exercisable by delivery of an exercise notice (the “Exercise Notice”) in the form
attached as Exhibit A or in a manner and pursuant to such procedures as the Administrator may determine, which will state the
election to exercise the Option, the number of Shares in respect of which the Option is being exercised (the “Exercised Shares”),
and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. The Exercise
Notice will be completed by Participant and delivered to the Company. The Exercise Notice will be accompanied by payment of the aggregate
Exercise Price as to all Exercised Shares together and of any Tax Obligations (as defined in Section 6(a)). This Option will be deemed
to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by the aggregate Exercise Price.


 




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5.
Method of Payment. Payment of the aggregate Exercise Price will be by any of the following, or a combination thereof, at the election
of Participant:


 


(a)
cash;


 


(b)
check;


 


(c)
consideration received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or


 


(d)
if Participant is a U.S. employee, surrender of other Shares which have a Fair Market Value on the date of surrender equal to the aggregate
Exercise Price of the Exercised Shares and that are owned free and clear of any liens, claims, encumbrances, or security interests, provided
that accepting such Shares, in the sole discretion of the Administrator, will not result in any adverse accounting consequences to the
Company.


 


6.
Tax Obligations.


 


(a)
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 Option, 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 Service Recipient 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 exercise of the Option 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 Option (or exercise 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 Option, including, but not limited to, the grant, vesting or exercise of
the Option, the subsequent sale of Shares acquired pursuant to such exercise 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 Option 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.


 




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(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). To
the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax
Obligations by reducing the number of Shares otherwise deliverable to Participant. 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 any required
Tax Obligations hereunder at the time of the Option exercise, Participant acknowledges and agrees that the Company may refuse to honor
the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exercise.


 


(c)
Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Participant herein is an ISO, and if Participant sells
or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i) the date two (2) years after the
Date of Grant, or (ii) the date one (1) year after the date of exercise, Participant will immediately notify the Company in writing of
such disposition. Participant agrees that Participant may be subject to income tax withholding by the Company on the compensation income
recognized by Participant.


 


(d)
Code Section 409A. Under Code Section 409A, a stock right (such as the Option) that vests after December 31, 2004 (or that vested
on or prior to such date but which was materially modified after October 3, 2004) that was granted with a per share exercise price that
is determined by the Internal Revenue Service (the “IRS”) to be less than the fair market value of an underlying share on
the date of grant (a “discount option”) may be considered “deferred compensation.” A stock right that is a “discount
option” may result in (i) income recognition by the recipient of the stock right prior to the exercise of the stock right, (ii)
an additional twenty percent (20%) federal income tax, and (iii) potential penalty and interest charges. The “discount option”
may also result in additional state income, penalty and interest tax to the recipient of the stock right. Participant acknowledges that
the Company cannot and has not guaranteed that the IRS will agree that the per Share exercise price of this Option equals or exceeds
the fair market value of a Share on the date of grant in a later examination. Participant agrees that if the IRS determines that the
Option was granted with a per Share exercise price that was less than the fair market value of a Share on the date of grant, Participant
shall be solely responsible for Participant’s costs related to such a determination.


 


7.
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.


 




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8.
No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES 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 OPTION 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 WILL 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.


 


9.
Nature of Grant. In accepting the Option, Participant acknowledges, understands and agrees that:


 


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


 


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


 


(d)
Participant is voluntarily participating in the Plan;


 


(d)
the Option and any Shares acquired under the Plan are not intended to replace any pension rights or compensation;


 


(e)
the Option and Shares acquired under the Plan 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 Shares underlying the Option is unknown, indeterminable, and cannot be predicted with certainty;


 


(g)
if the underlying Shares do not increase in value, the Option will have no value;


 


(h)
if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise
Price;


 




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(i)
for purposes of the Option, Participant’s engagement 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 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 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, (i) Participant’s
right to vest in the Option 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 Participant’s employment
or service agreement, if any, unless Participant is providing bona fide services during such time); and (ii) the period (if any) during
which Participant may exercise the Option after such termination of Participant’s engagement as a Service Provider will commence
on the date Participant ceases to actively provide services and will not be extended by any notice period mandated under employment laws
in the jurisdiction where Participant is employed or terms of Participant’s engagement agreement, if any; the Administrator shall
have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of his or her Option
grant (including whether Participant may still be considered to be providing services while on a leave of absence and consistent with
local law);


 


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


 


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


 


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


 


(ii)
Participant acknowledges and agrees that none of the Company, the Service Recipient, 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 Option or of any amounts due to Participant pursuant to the exercise of the Option or the subsequent sale of any Shares acquired
upon exercise; and


 


(iii)
no claim or entitlement to compensation or damages shall arise from forfeiture of the Option resulting from the termination of Participant’s
engagement 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 Option to which Participant is otherwise not entitled, Participant irrevocably agrees never
to institute any claim against the Company, any Parent, any 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.


 


10.
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.


 


11.
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 Option 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.


 




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Participant
understands that the Company and the Employer 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 Options 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 recipient’s 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 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 purposes of implementing, administering and managing Participant’s
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 engagement
as a Service Provider and career with the Employer 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 Options 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.


 


12.
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.


 


13.
Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent
or distribution and may be exercised during the lifetime of Participant only by Participant.


 


14.
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.


 




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15.
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 purchase by, or issuance of Shares, to Participant (or his or her
estate) hereunder, such purchase or 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 exercise of the Option as the Administrator may
establish from time to time for reasons of administrative convenience.


 


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, PARTICPANT
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).


 




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(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 PROVISIONAL 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.


 




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(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.
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.


 


18.
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 Shares subject to the Option 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,;3 determination, or interpretation made in good faith with respect
to the Plan or this Award Agreement.


 


19.
Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to the Option
awarded under the Plan or future options 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.


 


20.
Captions. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction
of this Award Agreement.


 


21.
Agreement Severable. In the event that any provision in this Award Agreement will be held invalid or unenforceable, such provision
will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions
of this Award Agreement.


 


22.
Amendment, Suspension or Termination of the Plan. By accepting this Option, Participant expressly warrants that he or she has
received an Option 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.


 


23.
Governing Law. 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.


 




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24.
Modifications to the 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 Code Section 409A or to otherwise avoid imposition of any additional tax or income recognition
under Section 409A of the Code in connection with the Option.


 


25.
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.


 


27.
Tax Consequences. Participant has reviewed with its 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.


 




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EXHIBIT
B





FORCE
PROTECTION VIDEO EQUIPMENT CORP.


2021
EQUITY INCENTIVE PLAN


EXERCISE
NOTICE


 


Force
Protection Video Equipment Corp.


2629
Townsgate Road #215


Westlake
Village, CA 91361


 


Attention:
Stock Administration


 


1.
Exercise of Option. Effective as of today, ________________, _____, the undersigned (“Purchaser”) hereby elects to
purchase ______________ shares (the “Shares”) of the Common Stock of Force Protection Video Equipment Corp. (the “Company”)
under and pursuant to the 2021 Equity Incentive Plan (the “Plan”) and the Stock Option Agreement, dated ________ and including
the Notice of Grant, the Terms and Conditions of Stock Option Grant, and exhibits attached thereto (the “Option Agreement”).
The purchase price for the Shares will be $_____________, as required by the Option Agreement.


 


2.
Delivery of Payment. Purchaser herewith delivers to the Company the full purchase price of the Shares and any Tax Obligations
(as defined in Section 6(a) of the Option Agreement) to be paid in connection with the exercise of the Option.


 


3.
Representations of Purchaser. Purchaser acknowledges that Purchaser has received, read and understood the Plan and the Option
Agreement and agrees to abide by and be bound by their terms and conditions.


 


4.
Rights as Stockholder. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company) of the Shares, no right to vote or receive dividends or any other rights as a stockholder will exist with
respect to the Shares subject to the Option, notwithstanding the exercise of the Option. The Shares so acquired will be issued to Purchaser
as soon as practicable after exercise of the Option. No adjustment will be made for a dividend or other right for which the record date
is prior to the date of issuance, except as provided in Section 14 of the Plan.


 


5.
Tax Consultation. Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchaser’s purchase
or disposition of the Shares. Purchaser represents that Purchaser has consulted with any tax consultants Purchaser deems advisable in
connection with the purchase or disposition of the Shares and that Purchaser is not relying on the Company for any tax advice.


 


6.
Entire Agreement; Governing Law. The Plan and Option Agreement are incorporated herein by reference. This Exercise Notice, the
Plan and the Option Agreement 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 Purchaser with respect to the subject matter hereof, and may
not be modified adversely to the Purchaser’s interest except by means of a writing signed by the Company and Purchaser. This Option
Agreement is governed by the internal substantive laws, but not the choice of law rules, of Florida.


 




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	Submitted
    by:	 	Accepted
    by:
	 	 	 
	PURCHASER	 	FORCE
    PROTECTION VIDEO EQUIPMENT CORP.
	 	 	 
	 	 	 
	Signature	 	Signature
	 	 	 
	 	 	 
	Print
    Name	 	Print
    Name
	 	 	 
	Address
    :	 	 
	 	 	Title
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	Date
    Received


 




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