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Stock Grant Agreement

1. Grant of Stock

1.1. Grant

Company ("Grantor") hereby grants to Janice Parker ("Grantee") a total of ______ shares of common stock of the Grantor (the "Shares"), subject to the terms, conditions, and restrictions set forth in this Stock Grant Agreement (the "Agreement"). The grant of Shares under this Agreement is made pursuant to the Company's Stock Grant Plan (the "Plan").

2. Vesting Schedule

2.1. Vesting Period

The Shares granted herein shall vest over a four-year vesting period (the "Vesting Period") commencing on the Grant Date, which is the date of execution of this Agreement. The Shares shall vest as follows:

i. Twenty-five percent (25%) of the Shares shall vest upon completion of one (1) year of service from the Grant Date;

ii. The remaining seventy-five percent (75%) of the Shares shall vest in equal monthly installments over the next thirty-six (36) months of service.

3. Transfer Restrictions

3.1. Restrictions

Grantee agrees that the Shares, or any interest therein, may not be sold, assigned, transferred, pledged, or otherwise disposed of or encumbered, voluntarily or involuntarily, until the Shares have vested pursuant to the Vesting Schedule. Any attempt to transfer the Shares in violation of this Section 3 shall be null and void.

4. Stock Options

4.1. Grant of Stock Options

Grantor agrees that Grantee shall have the right to purchase additional shares of grantor's common stock ("Stock Options") in accordance with the terms and conditions set forth in a separate Stock Option Agreement and the Plan. The number of shares, the exercise price, and the terms of the Stock Option Agreement shall be determined by the Grantor's Board of Directors in its sole discretion.

5. Termination and Adjustment Provisions

5.1. Termination of Service

Upon termination of Grantee's service with the Grantor for any reason, all unvested Shares will be forfeited by Grantee and will be returned to the Grantor. Grantee will have no further rights with respect to the unvested Shares.

5.2. Change in Capital Structure

In the event of any change in the outstanding shares of common stock of the Grantor by reason of a stock dividend, stock split, recapitalization, combination, reclassification, or any similar event, the number of Shares granted under this Agreement shall be adjusted proportionately by the Grantor's Board of Directors in its sole discretion.

6. Governing Law and Compliance

6.1. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the United States and the state of incorporation of the Grantor, without regard to any conflict of laws provisions.

6.2. Compliance with Laws

Grantee agrees to comply with all applicable federal, state, and local laws, rules, and regulations governing the ownership and disposition of the Shares, including, but not limited to, securities laws and any rules and regulations of the Securities and Exchange Commission.

7. Binding Agreement

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns, heirs, executors, and administrators.

8. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

9. Entire Agreement and Amendments

This Agreement, together with the Plan, constitutes the entire understanding of the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, whether written or oral, with respect to such subject matter. This Agreement may be amended, modified, or waived only in writing signed by both parties.

IN WITNESS WHEREOF, the parties have executed this Stock Grant Agreement as of the date first written above.

GRANTOR:

______________________
[Company Name]
By: __________________
[Name]
[Title]

GRANTEE:

______________________
Janice Parker