BULLFROG AI HOLDINGS, INC. 2025 REFRESH RESTRICTED STOCK UNIT AWARD AGREEMENT

Exhibit 10.23

BULLFROG AI HOLDINGS, INC.
2025 REFRESH RESTRICTED STOCK UNIT AWARD AGREEMENT

[__________]

This 2025 REFRESH RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) dated as of [________] (the “Date of Grant”), is made by Bullfrog AI Holdings, Inc., a Nevada corporation (the “Company”), to [___________] (the “Participant”).

RECITALS

The 2022 Equity Compensation Plan of the Company (the “Plan”) provides for the issuance of equity awards to “[_______]” of the Company, and the Participant is an [_________] under the Plan. Defined terms used in this Agreement without definition have the meanings set forth in the Plan.

The Board of Directors has determined that it is in the best interests of the Company and its shareholders to grant the restricted stock unit award provided for herein to the Participant pursuant to the terms set forth herein as a refresh grant and a further incentive for the Participant to contribute to the Company’s future success and prosperity.

NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties hereto agree as follows:

1. Award of the Restricted Stock Units.

(a) The Company hereby grants to the Participant [________] restricted stock units (“Restricted Stock Units”), representing the right to receive an equal number of shares of common stock of the Company (the “Shares”), upon the lapse of forfeiture restrictions (“vesting”) of some or all of such Restricted Stock Units, subject to the terms and conditions set forth in this Agreement.

(b) The Restricted Stock Units are awarded to the Participant as a Deferred Stock Units under Section 8 of the Plan, and are subject to the terms and conditions set forth in the Plan, including the discretion of the Committee under the Plan, subject to any specific provisions set forth in this Agreement. A copy of the Plan is attached to this Agreement and made a part hereof. Capitalized terms not defined in this Agreement shall have the meanings set forth in the Plan.

(c) Upon vesting of the Restricted Stock Units, the Restricted Stock Units will be Deferred Stock Units to be settled upon the settlement date described below by a delivery of Shares. No Dividend Equivalents are authorized as part of the award of these Restricted Stock Units.

(d) Prior to vesting of the Restricted Stock Units pursuant to Sections 2 or 3 of this Agreement: (i) the Participant shall not be treated as a shareholder as to Shares issuable to the Participant with respect to such Restricted Stock Units, and shall only have a contractual right to receive such Shares following such vesting, unsecured by any assets of the Company or its Subsidiaries; (ii) the Participant shall not be permitted to vote the Restricted Stock Units or the Shares issuable with respect to such Restricted Stock Units; and (iii) the Participant’s right to receive such Shares following vesting and settlement of the Restricted Stock Units shall be subject to the adjustment provisions set forth in Section 14 of the Plan. The Restricted Stock Units shall be subject to all of the restrictions hereinafter set forth.

2. Vesting.

(a) Except as otherwise provided in Section 3 hereof, the Restricted Stock Units shall vest in full on one-half on September 1, 2026 and the remaining one-half on September 1, 2027 (each a “Vesting Date”), subject to the Participant’s Continuous Service through such Vesting Date.

(b) Upon each Vesting Date, the Restricted Stock Units shall be Deferred Stock Units until the first date on which the Participant is not subject to any blackout period under the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy or any lock-up restrictions applicable to the Participant. On such date (the “Settlement Date”), the underlying Shares will be issued to the Participant. In no event shall the Settlement Date occur more than two and one-half months following the year in which the Vesting Date occurs.

(c) Notwithstanding any other provision of the Plan or this Agreement to the contrary, until the restrictions set forth in this Section 2 have lapsed, the Restricted Stock Units may not be transferred, assigned or otherwise encumbered other than in accordance with the applicable provisions of Section 6 hereof.

3. Acceleration Events.

(a) Change in Control. The provisions of Section 15 of the Plan shall apply to the Restricted Stock Units under this Agreement.

(b) PIPE. In the event that termination of employment with or service to the Company for any reason other than Cause (as defined in the Plan) or voluntary termination by the Participant occurs following the consummation of a “private investment public equity” transaction raising at least $50 million for the Company (a “PIPE”), then any unvested Restricted Stock Units shall accelerate and vest and become Deferred Stock Units to be settled in accordance with Section 2(b) of this Agreement.

4. Issuance of Certificates. Following the applicable Settlement Date with respect to the Restricted Stock Units, and subject to the terms and conditions of the Plan, the Company will issue a stock certificate for the Shares issuable with respect to such vested and settled Restricted Stock Units. Such issuance shall take place as soon as practicable following the applicable Settlement Date (but in no event later than two and one-half months following the end of the calendar year in which the vesting date occurs). The certificates representing the Shares issued in respect of the Restricted Stock Units shall be subject to such stop transfer orders and other restrictions as the Committee may determine is required by the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares are listed, any applicable federal or state laws and the Company’s Articles of Incorporation and Bylaws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If no such stop transfer orders or other restrictions are determined to be necessary, the Shares can be issued in book-entry form.

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5. No Right to Continued Employment. Neither the Plan nor this Agreement shall confer on the Participant any right to be retained, in any position, as an Employee, Consultant or Director of the Company.

6. Transferability.

(a) The Restricted Stock Units are not transferable and may not be sold, assigned, transferred, disposed of, pledged or otherwise encumbered by the Participant, other than by will or the laws of descent and distribution. Upon such transfer (by will or the laws of descent and distribution), such transferee in interest shall take the rights granted herein subject to all the terms and conditions hereof.

(b) Subject to Section 6(a) hereof, in order to comply with any applicable securities laws, the Participant agrees that the Shares issued to the Participant with respect to settled Restricted Stock Units shall only be sold by the Participant following registration of such Shares under the Securities Act of 1933, as amended, or pursuant to an exemption therefrom. The Shares to be issued under the Plan are currently registered on a Form S-8 registration statement.

7. Withholding. The Participant shall pay to the Company promptly upon request, and in any event at the time the Participant recognizes taxable income in respect of the Restricted Stock Units, an amount equal to the federal, state or local taxes the Company determines it is required to withhold with respect to the Restricted Stock Units. Such payment shall be made in the form of cash, Shares already owned for at least six months, having the Company withhold from the Shares which would otherwise be delivered to the Participant hereunder Shares with a Fair Market Value sufficient to satisfy the minimum withholding required with respect thereto to the extent permitted by the Company, or in a combination of such methods, as irrevocably elected by the Participant prior to the applicable tax due date with respect to such Restricted Stock Units.

8. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to the conflicts of law provisions thereof.

9. Amendments. This Agreement may be amended or modified at any time by an instrument in writing signed by the parties hereto, except as otherwise provided in Section 16 of the Plan related to amendments or alterations that do not adversely affect the rights of the Participant in this Award.

10. Administration. This Agreement shall at all times be interpreted in accordance with the terms and conditions of the Plan as if set forth herein. The Committee shall have sole and complete discretion under this Agreement with respect to all matters reserved to it by the Plan and decisions of the Committee with respect thereto and this Agreement shall be final and binding upon the Participant and the Company. In the event of any conflict between the terms and conditions of this Agreement and the Plan, the provisions of this Agreement shall control. The Committee has the authority and discretion to determine any questions which arise in connection with the award of the Restricted Share Units hereunder.

11. Compliance with Code Section 409A. It is the intention of the Company and Participant that this Agreement not result in an unfavorable tax consequences to Participant under Code Section 409A. Accordingly, Participant consents to any amendment of this Agreement as the Company may reasonably make in furtherance of such intention, and the Company shall make available to the Participant a copy of such amendment. Any such amendments shall be made in a manner that preserves to the maximum extent possible the intended benefits to Participant. This paragraph does not create an obligation on the part of Company to modify this Agreement and does not guarantee that the amounts or benefits owed under the Agreement will not be subject to interest and penalties under Code Section 409A.

12. Notices. Any notice, request, instruction or other document given under this Agreement shall be in writing and may be delivered by such method as may be permitted by the Company, and shall be addressed and delivered, in the case of the Company, to the Secretary of the Company at the principal office of the Company and, in the case of the Participant, to the Participant’s address as shown in the records of the Company or to such other address as may be designated in writing (or by such other method approved by the Company) by either party.

13. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of the Agreement shall be severable and enforceable to the extent permitted by law.

[Signatures on the following page.]

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IN WITNESS WHEREOF, the Company and the Participant hereby execute this Agreement.

BULLFROG AI HOLDINGS, INC.

By:

Name:

Title:

Date:

Accepted:

PARTICIPANT

By:

Name:

Date: