NOTICEOF GRANT OF RESTRICTED STOCK UNITS ENDRALIFE SCIENCES INC. 2016OMNIBUS INCENTIVE PLAN

FOR GOOD AND VALUABLE CONSIDERATION, ENDRA Life Sciences Inc. (the “Company”) hereby grants, pursuant to the provisions of the ENDRA Life Sciences Inc. 2016 Omnibus Incentive Plan (the “Plan”), to the Grantee designated in this Notice of Grant of Restricted Stock Units (“Notice of Grant”), the number of restricted stock units (“RSUs”) set forth in this Notice of Grant (the “Award”), subject to certain terms and conditions as outlined below in this Notice of Grant and the additional terms and conditions set forth in the attached Terms and Conditions of Restricted Stock Units (the “Terms and Conditions,” and together with this Notice of Grant, the “Award Agreement”).

 

(a)           The Award granted to the Grantee and described in the Notice of Grant is subject to the terms and conditions of the Plan. The terms and conditions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth herein, the Award Agreement shall be construed in accordance with the terms and conditions of the Plan. Any capitalized term not otherwise defined in the Award Agreement shall have the definition set forth in the Plan.

(b)           The Committee has approved the grant to the Grantee of the Award, conditioned upon the Grantee’s acceptance of the terms and conditions of the Award Agreement within 60 days after the Award Agreement is presented to the Grantee for review.

(c)           As of the Grant Date, the Company grants to the Grantee the number of RSUs set forth in the Notice of Grant, subject to the terms and conditions of the Plan and the Award Agreement. Each RSU shall entitle the Grantee to receive one Share, at such future date or dates and subject to such terms and conditions as set forth in the Award Agreement.

(a)           The Grantee shall have no rights or privileges of a Company stockholder as to the RSUs prior to settlement in accordance with Section 5 of these Terms and Conditions (“Settlement”), including no right to vote or receive dividends or other distributions with respect to the RSUs; in addition, the following provisions shall apply:

(i)           the Grantee shall not be entitled to delivery of a certificate or certificates for Shares in connection with the RSUs until Settlement (if at all), and upon the satisfaction of all other applicable conditions;

(ii)           none of the RSUs may be sold, transferred (other than by will or the laws of descent and distribution), assigned, pledged or otherwise encumbered or disposed of prior to Settlement; and

(iii)           all of the RSUs shall be forfeited and all rights of the Grantee with respect to the RSUs shall terminate in their entirety on the terms and conditions set forth in Section 4 below.

(b)           Any attempt to dispose of RSUs or any interest in the RSUs in a manner contrary to the restrictions set forth in the Award Agreement shall be void and of no effect.

(a)           The Company shall deliver to the Grantee one Share for each RSU that has vested and not otherwise been forfeited within 30 days following the end of the applicable Restricted Period;

(b)           Any issuance of Shares pursuant to the Award Agreement may be effected on a non-certificated basis, to the extent not prohibited by applicable law or the applicable rules of any securities exchange or similar entity; and

(c)           In the event that a certificate for Shares is delivered to the Grantee in connection with the Award, such certificate shall bear the following legend (or such other legend as determined appropriate by the Company in its sole discretion):

The ownership and transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the ENDRA Life Sciences Inc. 2016 Omnibus Incentive Plan and a restricted stock unit award agreement entered into between the registered owner and ENDRA Life Sciences Inc. Copies of such plan and agreement are on file in the executive offices of ENDRA Life Sciences Inc.

In addition, the stock certificate or certificates for any Shares shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be placed on such certificate or certificates to make appropriate reference to such restrictions.

(a)           The Committee shall determine the amount of any withholding or other tax required by law to be withheld or paid by the Company with respect to any income recognized by the Grantee with respect to the Award.

(b)           The Grantee shall be required to meet any applicable tax withholding obligation in accordance with the provisions of Section 17.3 of the Plan (entitled “Withholding Taxes,” or any successor provision thereto).

(c)           [Subject to any rules prescribed by the Committee, the Grantee shall have the right to elect to meet any withholding requirement (i) by having withheld from the Award at the appropriate time that number of whole Shares whose Fair Market Value is equal to the amount of any taxes required to be withheld with respect to the Award, (ii) by direct payment to the Company in cash of the amount of any taxes required to be withheld with respect to the Award or (iii) by a combination of Shares and cash.]

(a)           Notices. Any notice that either party hereto may be required or permitted to give to the other shall be in writing and may be delivered personally, by intraoffice mail, by fax, by electronic mail or other electronic means, or via a postal service, postage prepaid, to such electronic mail or postal address and directed to such person as the Company may notify the Grantee from time to time; and to the Grantee at the Grantee’s electronic mail or postal address as shown on the records of the Company from time to time, or at such other electronic mail or postal address as the Grantee, by notice to the Company, may designate in writing from time to time.

(b)           Waiver. The waiver by any party hereto of a breach of any provision of the Award Agreement shall not operate or be construed as a waiver of any other or subsequent breach.

(c)           Entire Agreement. The Award Agreement and the Plan constitute the entire agreement between the parties with respect to the Award. Any prior agreements, commitments or negotiations concerning the Award are superseded.

(d)           Binding Effect; Successors. The obligations and rights of the Company under the Award Agreement shall be binding upon and inure to the benefit of the Company and any successor corporation or organization resulting from the merger, consolidation, sale, or other reorganization of the Company, or upon any successor corporation or organization succeeding to substantially all of the assets and business of the Company. The obligations and rights of the Grantee under the Award Agreement shall be binding upon and inure to the benefit of the Grantee and the beneficiaries, executors, administrators, heirs and successors of the Grantee.

(e)           Governing Law; Consent to Jurisdiction; Consent to Venue. The Award Agreement shall be construed and interpreted in accordance with the internal laws of the State of Delaware without regard to principles of conflicts of law thereof, or principles of conflicts of laws of any other jurisdiction that could cause the application of the laws of any jurisdiction other than the State of Delaware. For purposes of resolving any dispute that arises directly or indirectly from the relationship of the parties evidenced by the Award or the Award Agreement, the parties hereto hereby submit to and consent to the exclusive jurisdiction of the State of Michigan and agree that any related litigation shall be conducted solely in the courts of Washtenaw County, Michigan or the federal courts for the United States for the Eastern District of Michigan where the Award Agreement is made and/or to be performed, and no other courts.

(f)           Headings. The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions of the Award Agreement.

(g)           Amendment. The Award Agreement may be amended at any time by the Committee, provided that no amendment may, without the consent of the Grantee, materially impair the Grantee’s rights with respect to the Award.

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

(i)           No Rights to Service. Nothing contained in the Award Agreement shall be construed as giving the Grantee any right to be retained, in any position, as a director, officer, employee or consultant of the Company or its Affiliates, or shall interfere with or restrict in any way the rights of the Company or its Affiliates, which are hereby expressly reserved, to remove, terminate or discharge the Grantee at any time for any reason whatsoever or for no reason, subject to the Company’s articles of incorporation, bylaws and other similar governing documents and applicable law.

(j)           Section 409A. It is intended that the Award Agreement and the Award will be exempt from (or in the alternative will comply with) Code Section 409A, and the Award Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such intent. This Section 12(j) shall not be construed as a guarantee of any particular tax effect for the Grantee’s benefits under the Award Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code.

(k)           Further Assurances. The Grantee agrees, upon demand of the Company or the Committee, to do all acts and execute, deliver and perform all additional documents, instruments and agreements that may be reasonably required by the Company or the Committee, as the case may be, to implement the provisions and purposes of the Award Agreement and the Plan.

(l)           Confidentiality. The Grantee agrees that the terms and conditions of the Award reflected in the Award Agreement are strictly confidential and, with the exception of the Grantee’s counsel, tax advisor, immediate family, or as required by applicable law, have not and shall not be disclosed, discussed or revealed to any other persons, entities or organizations, whether within or outside Company, without prior written approval of Company. The Grantee shall take all reasonable steps necessary to ensure that confidentiality is maintained by any of the individuals or entities referenced above to whom disclosure is authorized.