Form 8-K

8-K — HeartBeam, Inc.

Accession: 0001213900-26-070628

Filed: 2026-06-22

Period: 2026-06-15

CIK: 0001779372

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — ea0295318-8k_heart.htm (Primary)

EX-10.1 — PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT, DATED JUNE 15, 2026, BY AND BETWEEN HEARTBEAM, INC. AND BRANISLAV VAJDIC (ea029531801ex10-1.htm)

EX-10.2 — TRANSACTION BONUS AGREEMENT, DATED JUNE 15, 2026, BY AND BETWEEN HEARTBEAM, INC. AND BRANISLAV VAJDIC (ea029531801ex10-2.htm)

GRAPHIC (ea029531801_ex10-1img1.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

and Exchange Act of 1934

Date of Report (Date of earliest event reported):

June 15, 2026

HEARTBEAM, INC.

(Exact name of Registrant as specified in its charter)

Delaware

001-41060

47-4881450

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

2118 Walsh Avenue, Suite 210

Santa Clara, CA 95050

(Address of principal executive offices, including

zip code)

(408) 899-4443

(Registrant’s telephone number, including

area code)

Check the appropriate box below if the 8-K filing

is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

BEAT

NASDAQ

Warrant

BEATW

NASDAQ

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities

Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain

Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Compensatory Arrangements of Named Executive

Officers

On June 15, 2026, the Compensation Committee of

the Board of Directors (the “Board”) of HeartBeam, Inc. (the “Company”) approved certain compensatory arrangements

for Branislav Vajdic, the Company’s President, Founder and Director, including a performance-based restricted stock unit (“PRSU”)

award and a transaction bonus agreement (the “Transaction Bonus Agreement”), each as described below.

PRSU

On June 15, 2026, the Board approved a performance-based

restricted stock unit award under the Company’s 2022 Equity Incentive Plan to Dr. Vajdic covering 2,800,000 restricted stock units.

The performance-based restricted stock units are eligible to vest only if and to the extent that specified performance-based conditions

and service-based conditions are satisfied, or the requirements for accelerated vesting are satisfied.

The performance-based conditions relate to specified

operational, software, product-development and clinical study milestones during the period beginning on the grant date and ending on the

earlier of the one-year anniversary of the grant date and the day before the effective date of the first Change in Control to occur after

the grant date. The service-based conditions are satisfied as to one-third of the performance-based restricted stock units on each of

the first three anniversaries of the grant date, subject to Dr. Vajdic’s continued service through the applicable date, provided

that if a Change in Control occurs on or before the three-year anniversary of the grant date, then the service-based condition will be

satisfied immediately prior to such Change in Control, subject to Dr. Vajdic’s continued service through such time.

The performance-based restricted stock unit award

also provides for accelerated vesting upon a qualifying termination before the three-year anniversary of the grant date, to the extent

applicable performance milestones were timely achieved before such qualifying termination and subject to Dr. Vajdic’s satisfaction

of the applicable release condition.

The foregoing description of the performance-based

restricted stock unit award does not purport to be complete and is qualified in its entirety by reference to the full text of the applicable

award agreement, which is filed herewith as Exhibit 10.2 and incorporated herein by reference.

Transaction Bonus Agreement

Subject to Dr. Vajdic’s continued employment

with the Company through immediately prior to a Qualifying Change in Control (as defined in the Transaction Bonus Agreement), the transaction

bonus will be determined based on achievement of specified market capitalization and per-share price thresholds. If the minimum threshold

is not achieved, no transaction bonus will be payable.

Any transaction bonus that becomes payable will

generally be paid in the same form or forms and in the same proportions of consideration paid to the Company’s stockholders in the

Qualifying Change in Control, except that the Board may determine to pay all or a portion of the transaction bonus in cash. Any amount

payable at closing will be paid no later than 30 days after the closing, and any amount attributable to post-closing payments will be

paid if and when such amounts are paid to the Company’s stockholders, subject to the terms of the Transaction Bonus Agreement.

The foregoing description of the Transaction Bonus

Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Transaction Bonus Agreement,

which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

† Certain identified information has been excluded from the exhibits

marked with this symbol because it is both not material and is the type of information that the Registrant treats as private or confidential.

Exhibit

Number

Description

10.1†

Performance-Based Restricted Stock Unit Award Agreement, dated June 15, 2026, by and between HeartBeam, Inc. and Branislav Vajdic

10.2†

Transaction Bonus Agreement, dated June 15, 2026, by and between HeartBeam, Inc. and Branislav Vajdic

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto

duly authorized.

HeartBeam, Inc.

Date: June 22, 2026

By:

/s/ Timothy Cruickshank

Name:

Timothy Cruickshank

Title:

Chief Financial Officer

EX-10.1 — PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT, DATED JUNE 15, 2026, BY AND BETWEEN HEARTBEAM, INC. AND BRANISLAV VAJDIC

EX-10.1

Filename: ea029531801ex10-1.htm · Sequence: 2

Exhibit 10.1

CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT,

MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE

THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

June 15, 2026

Dear Branislav:

In recognition of your contributions

to HeartBeam, Inc. (the “Company”) and to provide additional incentives for you to maximize the value of the Company,

the Company’s Compensation Committee of the board of directors (the “Board”) has awarded you a bonus opportunity

(the “Transaction Bonus”) payable in the event of a Change in Control that occurs after the date first set forth above

(the “Effective Date”), but prior to the Expiration Date (a “Qualifying Change in Control”), on

the conditions set forth herein. Capitalized terms which are not otherwise defined in this agreement (this “Bonus Agreement”)

have the meaning ascribed to such terms in Appendix A.

Transaction Bonus Amount and Conditions

Subject to your continued

employment with the Company through immediately prior to a Qualifying Change in Control, you will become eligible to receive a bonus in

an amount equal to the sum of:

(i) One percent (1%) of the Aggregate Price Paid, only if the Company’s Market Capitalization is at

least [***]; plus

(ii) An additional half percent (0.5%) of the Aggregate Price Paid, [***];

plus

(iii) An additional half percent (0.5%) of the Aggregate Price Paid [***]

(such sum, the “Transaction Bonus Amount”)

For avoidance of doubt, no

bonus will be paid hereunder, and the Transaction Bonus Amount will be zero dollars ($0), if a Qualifying Change in Control occurs but

the Company’s Market Capitalization is less than.

In order to receive any Transaction

Bonus to which you may otherwise be entitled under this Bonus Agreement, you must execute a general release of claims in a form prescribed

by the Company that becomes effective and irrevocable within 60 days following the closing of a Qualifying Change in Control (the “Closing”).

If you cease to be a Service

Provider (defined as an Employee, Director or Consultant) for the Company for any reason prior to the date of a Change in Control, your

eligibility to receive a Transaction Bonus will terminate effective on the date of such termination.

Form of Transaction Bonus

Any Transaction Bonus which

becomes payable will be subject to the same terms and conditions and paid in the same form or forms of payment and in the same proportions

of consideration paid by the purchaser(s) to the holders of the Company’s equity securities upon the Qualifying Change in Control,

whether such distribution is at Closing or a delayed distribution pursuant to the application of any escrow, earn-out or other similar

arrangement, provided that the Board, in its sole discretion, may determine that all or a portion of the Transaction Bonus will be paid

in cash, and provided further that the terms and conditions of any delayed payment shall be compliance with, or exempt from, Section 409A

of the Code.

Transaction Bonus Payment Timing

Any Transaction Bonus Amount

which becomes payable in connection with the Closing of a Qualifying Change in Control will be paid as soon as practicable on or after

such Closing, but in no event later than 30 days following such Closing. Any Transaction Bonus Amount related to Post-Closing Payments

will be paid if and when paid to the Company’s stockholders (and subject to the same terms and conditions as apply to the Company’s

stockholders generally); provided, however, that any Post-Closing Payments not paid by the 5th anniversary of the Closing will

be forfeited. The Company does not expect to enter into a Change in Control transaction providing for Post-Closing Payments which would

not be paid by the 5th anniversary of the Closing but, in the event of such a Change in Control transaction, agrees to negotiate

in good faith to arrive at a mutually agreeable arrangement.

Section 409A

The Transaction Bonus is intended

to either be exempt from, or in compliance with, Section 409A, so that no portion of the Transaction Bonus will be subject to additional

tax under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be so exempt or in such compliance, as applicable.

In no event will the Company or any successor reimburse you for taxes incurred as a result of the application of Section 409A. The Company

reserves the right, in its sole discretion and without your consent, to take such reasonable actions and make any amendments to this Bonus

Agreement as it deems necessary, advisable or desirable to comply with Section 409A or to otherwise avoid income recognition under Section

409A or imposition of any additional tax prior to the actual payment of any Transaction Bonus Amounts.

Severability and Governing Law; Interpretation

If any term of this Bonus

Agreement is held to be invalid, void or unenforceable, the remainder of this Bonus Agreement will remain in full force and effect and

will in no way be affected, and the parties will use their best efforts to find an alternate way to achieve the same result. This Bonus

Agreement will be construed and interpreted in accordance with the laws of the state of Delaware (other than its choice-of-law provisions).

This Bonus Agreement may be executed in counterparts, each of which will be considered an original, but all of which together will constitute

one agreement.

This Bonus Agreement shall

be interpreted and administered by the Compensation Committee of the Board, whose actions shall be final and binding on all persons and

shall be given the maximum deference permitted by law.

No Right to Continued Employment; Entire

Agreement

This Bonus Agreement does

not guarantee or imply any right to your continued employment for any period whatsoever with the Company or its successor, or any of their

subsidiaries or affiliates, and your employment with the Company will continue to be at-will. The terms and conditions of this Bonus Agreement

reflect the entire agreement and understanding between you and the Company as to the subject matter herein and supersede all prior or

contemporaneous agreements with the Company, whether written or oral. This Bonus Agreement may be modified only by a writing executed

by you and a duly authorized member of the Board.

Amendment; Termination

This Bonus Agreement may only

be amended or terminated by mutual written consent between the Company and you.

This Bonus Agreement shall

automatically terminate upon the earlier of (i) the completion of all payments under its terms, (ii) the date of the first Qualifying

Change in Control to occur after the Effective Date if the Bonus Amount payable hereunder in connection with such Qualifying Change in

Control is zero dollars ($0), (iii) the date of termination of your employment with the Company for any reason or no reason, provided

that a Qualifying Change in Control has not occurred on or prior to such date; (iv) the Expiration Date, provided that a Qualifying Change

in Control has not occurred on or before such date.

[signature page follows]

Please sign and date this

Bonus Agreement below to indicate your agreement to the terms described herein. We thank you for your continued service to the Company.

Sincerely,

/s/ Richard Ferrari

June 15, 2026

Richard Ferrari

Date

Board Chair,

Chair of Compensation Committee of the Board

Accepted by:

/s/ Branislav Vajdic

June 15, 2026

Branislav Vajdic

Date

Appendix A

The following definitions

will apply to the Bonus Agreement to which this Appendix A is attached. Defined terms not otherwise defined in this Appendix

A will have the meaning ascribed to such terms in the Bonus Agreement.

1. “Change

in Control” means the occurrence a Change in Control within the meaning of Section 2(f) of the Plan, excluding any change

in effective control of the Company as a result of Section 2(f)(ii) of the Plan.

2. “Code” means the Internal

Revenue Code of 1986, as amended.

3. “Expiration Date” means the

four-year anniversary of the Effective Date.

4. “Aggregate

Price Paid” means:

(a) With

respect to a Change in Control described in Section 2(f)(i) of the Plan, the sum of any cash and the fair market value of

any securities or other assets or property available for distribution to the holders of the Company’s equity securities (including

any securities that are convertible, exercisable or exchangeable for equity securities) in connection with a Change in Control, including

amounts distributed after the Closing pursuant to any escrow, earn-out or other similar arrangement (the “Post-Closing Payments”).

For purposes of clarification, the amounts available for distribution to holders of the Company’s equity securities as set forth

in this Section 7(a) is net of the repayment of all Company debt outstanding, and all costs and fees associated with the transaction.

(b) With

respect to a Change in Control described in Section 2(f)(iii) of the Plan, the sum of any cash and the fair market value of any securities

or other assets or property received by the Company in connection with a Change in Control, including Post-Closing Payments, after repayment

of all Company debt outstanding and after subtracting all costs and fees associated with the transaction.

The fair market value of any

securities or other assets or property available for distribution to the holders of the Company’s equity securities or received

by the Company, as applicable, in connection with a Change in Control will be determined on the same basis on which such securities or

other assets or property were valued in such Change in Control.

5. “Market

Capitalization” means, with respect to a Qualifying Change in Control, the total value of the outstanding shares of the Company’s

common stock immediately prior to the Closing of such Qualifying Change in Control, calculated by multiplying the volume weighted average

price per share for the ten (10) trading days immediately preceding the Closing by the total number of outstanding shares of the Company’s

common stock as of immediately prior to the Closing.

6. “Plan”

means the HeartBeam, Inc. 2022 Equity Incentive Plan, as amended.

7. “Section 409A”

means Section 409A of the Code and any final Treasury Regulations and guidance thereunder and any applicable state law equivalent, as

each may be amended or promulgated from time to time.

EX-10.2 — TRANSACTION BONUS AGREEMENT, DATED JUNE 15, 2026, BY AND BETWEEN HEARTBEAM, INC. AND BRANISLAV VAJDIC

EX-10.2

Filename: ea029531801ex10-2.htm · Sequence: 3

Exhibit 10.2

B Vajdic Performance

Award 6.2026

CERTAIN

INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT

IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

HeartBeam,

Inc.

2022

Equity Incentive Plan

NOTICE OF RESTRICTED

STOCK UNIT AWARD AND

RESTRICTED STOCK UNIT

AGREEMENT

Capitalized terms that

are not defined in this Notice of Restricted Stock Unit Award and Restricted Stock Unit Agreement (the “Notice of Grant”),

the Terms and Conditions of Restricted Stock Unit Award, the Non-U.S. Appendix attached hereto as Exhibit B and all other exhibits

to these documents (all together, the “Agreement”) have the meanings given to them in the HeartBeam, Inc. 2022 Equity

Incentive Plan (the “Plan”).

The Participant has been

granted this Restricted Stock Unit (“RSU”) award according to the terms below and subject to the terms and conditions

of the Plan and this Agreement, as follows:

Participant

Branislav Vajdic

Participant I.D.

A-100018

Grant Number

PRSU2026001

Grant Date

June 15, 2026

Number of RSUs Granted

2,800,000

Vesting Schedule:

Subject to the acceleration

of vesting provisions herein, the RSUs subject to this Agreement are eligible to vest only if and to the extent that (i) both the performance-based

conditions and service-based conditions described below are satisfied or (ii) the requirements for accelerated vesting described below

are satisfied.

Performance-Based

Conditions:

The performance-based

conditions for vesting of the RSUs will be satisfied only if and to the extent that the performance milestone designated in the table

below (each, a “Milestone Goal”) for the respective portion of the Number of RSUs Granted is achieved during the period

beginning on the Grant Date and ending on the earlier of (i) the one-year anniversary of the Grant Date and (ii) the day before

the effective date of the first Change in Control (as defined below) to occur after the Grant Date.

Performance

Milestones:

% of RSUs

Granted

Milestone’ Goal

12.5%

[***]

12.5%

[***]

12.5%

[***]

12.5%

[***]

25%

[***]

25%

[***]

All determinations

regarding achievement of Milestone Goals shall be made by the Administrator in its reasonable discretion and all such determinations shall

be final and binding on all parties. This certification shall be made no later than the earlier of (i) 90 days following the one-year

anniversary of the Grant Date and (ii) the day before the effective date of the first Change in Control to occur after the Grant

Date (the date of such certification, the “Certification Date”). Any RSUs subject to a Milestone Goal that the Administrator

determines has not been achieved in such certification will terminate on such Certification Date for no consideration.

All determinations

regarding the occurrence of a Change in Control shall be made by the Administrator in its sole discretion and all such determinations

shall be final and binding on all parties. This certification shall be made no later than the day before the effective date of the first

Qualifying Change in Control.

Service-Based

Conditions:

The service-based

conditions for vesting of the RSUs will be satisfied as to one-third (1/3rd) of the RSUs on the one-year anniversary of the

Grant Date, as to an additional one-third (1/3rd) of the RSUs on the two-year anniversary of the Grant Date, and as to an additional

one-third (1/3rd) of the RSUs on the three-year anniversary of the Grant Date, in each case subject to Participant remaining

a Service Provider through the applicable date; provided that, if a Change in Control occurs on or before the three-year anniversary of

the Grant Date, then effective as of immediately prior to such Change in Control, the service-based condition will be satisfied with respect

to any portion of the RSUs for which the service-based conditions were not otherwise then satisfied, subject to Participant remaining

a Service Provider through immediately prior to such Change in Control.

Vesting:

If both the

foregoing performance-based conditions and the foregoing service-based conditions for any RSU are satisfied, then that RSU will become

vested on the first date on which both such conditions are satisfied.

Accelerated

Vesting:

Notwithstanding

the foregoing, if (i) Participant ceases to be a Service Provider prior to the three-year anniversary of the Grant Date, at a time

when no Change in Control has occurred, due to (A) a termination of Participant’s service by the Company other than for Cause

(as defined in the letter agreement memorializing terms of Participant’s employment dated as of September 10, 2021, as amended (the

“Employment Agreement”)), death or disability or (B) resignation of Participant’s service by Participant

with Good Reason (as defined in the Employment Agreement) and (ii) Participant timely satisfies the release condition on payment

of severance benefits under the Employment Agreement (taken together, the events under clause (i) and (ii) of this paragraph, a “Qualifying

Termination”), then any portions of the RSUs subject to achievement of Milestone Goals that were timely achieved before the

date of such Qualifying Termination will become vested effective immediately upon the effective date of such Qualifying Termination.

- 2 -

If and to the

extent that both the foregoing performance-based conditions and service-based conditions are not satisfied, and the foregoing requirements

for accelerated vesting are not satisfied, no RSUs will vest or become eligible for vesting under this Agreement, and the RSUs or applicable

portion thereof will terminate for no consideration. Except as provided under the heading Accelerated Vesting above, if the Participant

ceases to be a Service Provider for any or no reason before he or she fully vests in the RSUs, then the unvested RSUs will terminate according

to the terms of Section 5 of this Agreement.

The provisions

of this Vesting Schedule will apply to the RSUs notwithstanding any contrary terms of this Agreement, the Plan, the Employment Agreement

or any other agreement to which both the Company and Participant are parties. Accordingly, no Milestone Goal will be deemed to be satisfied

by operation of the Plan (including under Section 14 of the Plan, regardless of whether the RSUs are “continued” within the

meaning of Section 14(c) of the Plan) or any such agreement.

The Participant’s

signature below (or Participant’s electronic signature or other electronic acknowledgement or acceptance of this Agreement or Award)

indicates that:

(i) He or she agrees that this Restricted Stock Unit award is

granted under and governed by the terms and conditions of the Plan and this Agreement, including their exhibits and appendices.

(ii) He or she understands that the Company is not providing any tax, legal, or financial advice and is not

making any recommendations regarding his or her participation in the Plan or his or her acquisition or sale of Shares.

(iii) He or she has reviewed the Plan and this Agreement, has had an opportunity to obtain the advice of personal

tax, legal, and financial advisors prior to signing this Agreement, and fully understands all provisions of the Plan and Agreement. He

or she will consult with his or her own personal tax, legal, and financial advisors before taking any action related to the Plan.

(iv) He or she has read and agrees to each provision of Section 9 of this Agreement.

(v) He or she will notify the Company of any change to the contact address below.

(vi) He or she acknowledges and agrees that unless otherwise required to comply with Applicable Laws, these

RSUs will be subject to recoupment under any clawback policy that the Company adopts pursuant to Section 17(d) of the Plan.

PARTICIPANT

/s/ Branislav Vajdic

Signature

Address:

- 3 -

EXHIBIT A

TERMS AND CONDITIONS

OF RESTRICTED STOCK UNIT AWARD

1. Grant.

The Company grants the Participant an award of RSUs as described in the Notice of Grant. If there is a conflict between the Plan, this

Agreement, or any other agreement with the Participant governing these RSUs, those documents will take precedence and prevail in the following

order: (a) the Plan, (b) the Agreement, and (c) any other agreement between the Company and the Participant governing these RSUs.

2. Company’s

Obligation to Pay. Each RSU is a right to receive a Share on the date it vests. Until an RSU vests, the Participant has no right to

payment of the Share. Before a vested RSU is paid, the RSU is an unsecured obligation of the Company, payable (if at all) only from the

Company’s general assets. A vested RSU will be paid to the Participant (or in the event of his or her death, to his or her estate

or such other person as specified in Section 6 below) in whole Shares. Subject to the provisions of Section 4(b) and notwithstanding

anything in the Plan to the contrary, each vested RSU that has met all requirements for settlement under this Agreement will be settled

no later than the applicable Settlement Deadline. “Settlement Deadline” with respect to a particular vested RSU means

as soon as practicable after vesting (but no later than sixty (60) days following the vesting date (or, if earlier, no later than March

15 of the calendar year following the calendar year in which occurs the first date on which the applicable RSU is no longer subject to

a substantial risk of forfeiture for purposes of Section 409A)). If any RSU has not met all the requirements for settlement under this

Agreement in a manner that would allow it to be settled by the applicable Settlement Deadline, such RSU will be forfeited as of immediately

following the applicable Settlement Deadline. In no event will Participant be permitted, directly or indirectly, to specify the taxable

year or date of settlement of any RSUs under this Agreement. For the avoidance of doubt, there may be multiple Settlement Deadlines, with

each such Settlement Deadline corresponding to a particular RSU.

3. Vesting.

These RSUs will vest only under the Vesting Schedule in the Notice of Grant, Section 4 of this Agreement, or Section 13 of the Plan. RSUs

scheduled to vest on a certain date or upon the occurrence of a certain condition will not vest unless the Participant continues to be

a Service Provider until the time such vesting is scheduled to occur.

4. Acceleration;

Amendment.

(a) Discretionary

Acceleration or Amendment. The Administrator may, pursuant to its authority under, and in accordance with, Section 4(b)(v), Section 4(b)(ix),

Section 4(b)(xiv) and Section 9(c) of the Plan, in its discretion, unilaterally (x) accelerate, in whole or in part, the vesting

of these RSUs, (y) waive or decrease some or all of the requirements required for vesting of unvested RSUs at any time, or (z) waive

or decrease some or all of the requirements for settlement of RSUs at any time, in each case, subject to the terms of the Plan but without

the need for Participant consent in any instance, and subject to Section 13(j) of this Agreement; provided, however, that

no such acceleration, waiver or decrease shall occur or be effective unless such modification would result in this RSU award remaining

exempt or excepted from the requirements of Code Section 409A pursuant to the “short-term deferral” exception or another exception

or exemption under Code Section 409A, or otherwise complying with Code Section 409A, in each case such that none of this Agreement, the

RSUs provided under this Agreement, or Shares issuable hereunder will be subject to the additional tax imposed under Code Section 409A.

If so modified, the vesting date with respect to the applicable RSUs will be deemed for all purposes of this Agreement to be the date

specified by the Administrator (provided, that, for purposes of determining the applicable settlement deadline under Section 1

of this Agreement with respect to such RSUs, the vesting date will be deemed to be no later than the first date on which the RSUs are

no longer subject to a substantial risk of forfeiture for purposes of Code Section 409A). The settlement of RSUs through Shares pursuant

to this Section 4(a) shall in all cases be no later than the applicable settlement deadline as set forth in Section 1 of this Agreement

and at a time or in a manner that is exempt from, or complies with, Code Section 409A. The prior sentence may be superseded in a

future agreement or amendment to this Agreement only by direct and specific reference to such sentence.

- 4 -

(b) The

Company’s intent is that this RSU award be exempt or excepted from the requirements of Code Section 409A. However, in an abundance

of caution, the Company is including in this subsection, certain Code Section 409A rules that only apply if these RSUs are not exempt

or excepted, and then only in certain circumstances. Specifically, Code Section 409A contains rules that must apply to these RSUs if (a)

they are not exempt or excepted from Code Section 409A, (b) the Company has any stock that is publicly traded on an established securities

market or otherwise at the time Participant’s service terminates, (c) Participant receives acceleration of vesting of these

RSUs in connection with a termination of service, and (d) at the time of such termination, Participant is considered a “specified

employee” under the Code Section 409A rules. Should these rules ever become applicable to Participant’s RSUs, then notwithstanding

anything in the Plan, this Agreement or any other agreement (whether entered into before, on or after the Grant Date) to the contrary,

if the vesting of these RSUs 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 Code 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 Code Section 409A at the time of such termination as a Service Provider and (y) the settlement of such accelerated RSUs will

result in the imposition of additional tax under Code Section 409A if such settlement is on or within the six (6) month period following

Participant’s termination as a Service Provider, then the settlement of such accelerated RSUs will not occur until the date six

(6) months and one (1) day following the date of Participant’s termination as a Service Provider, unless the Participant dies following

his or her termination as a Service Provider, in which case, the Shares subject to these RSUs will be settled and issued to the Participant’s

administrator or executor of his or her estate as soon as practicable following his or her death (subject to Section 6).

5. Forfeiture

upon Cessation of Status as a Service Provider. Upon the Participant’s termination as a Service Provider for any reason, these

RSUs will immediately stop vesting and any of these RSUs that have not yet vested will be forfeited by the Participant for no consideration

upon the date that Participant ceases to be a Service Provider for any reason, in all cases, subject to Applicable Laws. For the avoidance

of doubt, service during any portion of the vesting period shall not entitle the Participant to vest in a pro rata portion of unvested

RSUs. For purposes of the RSUs, the Participant’s status as a Service Provider will be considered to be terminated as of the date

the Participant is no longer providing services to the Company, or if different, the Participant’s employer (the “Employer”)

or the Subsidiary or Parent to which the Participant is providing services (the Employer, Subsidiary or Parent, as applicable, the “Service

Recipient”) or other member of the Company Group (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 the Participant is a Service Provider or the terms of the Participant’s

employment or service agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Administrator,

the Participant’s right to vest in the RSUs under the Plan, if any, will terminate as of such date and will not be extended by any

notice period (e.g., the 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 the Participant is a Service Provider or the terms

of the Participant’s employment or service agreement, if any). The Administrator shall have the exclusive discretion to determine

when the Participant is no longer providing services for purposes of the RSUs (including whether the Participant may still be considered

to be providing services while on a leave of absence).

6. Death

of Participant. Any distribution or delivery to be made to the Participant under this Agreement will, if he or she is then deceased,

be made to the administrator or executor of his or her estate or, if the Administrator permits, his or her designated beneficiary, unless

otherwise required to comply with Applicable Laws. 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 that apply to the transfer.

7. Tax

Obligations.

(a) Tax Withholding.

(i) No

Shares will be issued to the Participant until he or she makes satisfactory arrangements (as determined by the Administrator) for the

payment of Tax Withholdings. If the Participant is a non-U.S. employee, the method of payment of Tax Withholdings may be restricted by

any Appendix (as defined below). If the Participant fails to make satisfactory arrangements for the payment of any Tax Withholdings under

this Agreement when any of these RSUs otherwise are supposed to vest or Tax Withholdings related to RSUs otherwise are due, he or she

will permanently forfeit the applicable RSUs and any right to receive Shares under such RSUs, and such RSUs will be returned to the Company

at no cost to the Company, to the extent permitted by Applicable Laws.

- 5 -

(ii) The

Company has the right (but not the obligation) to satisfy any Tax Withholdings by withholding from proceeds of a sale of Shares acquired

upon payment of these RSUs arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent),

and this will be the method by which such tax withholding obligations are satisfied until the Company determines otherwise, subject to

Applicable Laws.

(iii) The

Company also has the right (but not the obligation) to satisfy any Tax Withholdings: (a) by reducing the number of Shares otherwise deliverable

to the Participant; (b) by requiring payment by cash or check made payable to the Company and/or any Service Recipient with respect to

which the withholding obligation arises; (c) by deduction of such amount from salary, wages or other compensation payable to the Participant;

or (d) in any combination of the foregoing, or any other method determined by the Administrator to be compliance with Applicable Laws.

(iv) The

Company may withhold or account for Tax Withholdings by considering statutory or other withholding rates, including minimum or maximum

rates applicable in the Participant’s jurisdiction(s). In the event of over-withholding, the Participant may receive a refund of

any over-withheld amount in cash (with no entitlement to the equivalent in Common Stock), or if not refunded, the Participant may seek

a refund from the local tax authorities. In the event of under-withholding, the Participant may be required to pay any additional Tax

Withholdings directly to the applicable tax authority or to the Company and/or the Employer(s). If the obligation for Tax Withholdings

is satisfied by withholding in Shares, for tax purposes, the Participant will be deemed to have been issued the full number of Shares

subject to the vested RSUs, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax Withholdings.

(v) Further,

if the Participant is subject to taxation in more than one jurisdiction between the Grant Date and the date of any relevant taxable or

tax withholding event, the Company or the Employer(s) or former Employer(s) may withhold or account for tax in more than one jurisdiction.

(vi) Regardless

of any action of the Company or the Employer(s), the Participant acknowledges that the ultimate liability for all Tax Withholdings and

any and all additional taxes related to the Award, the Shares or other amounts or property delivered under the Award and the Participant’s

participation in the Plan is and remains his or her responsibility and may exceed the amount actually withheld by the Company or the Employer(s).

The Participant further acknowledges that the Company and the Employer(s) (1) make no representations or undertakings regarding the treatment

of any Tax Withholdings in connection with any aspect of these RSUs and (2) do not commit to and are under no obligation to structure

the terms of the grant or any aspect of these RSUs to reduce or eliminate his or her liability for Tax Withholdings or achieve any particular

tax result.

(b) Code Section 409A.

It is the intent of this Agreement that it and all issuances and benefits to U.S. taxpayers hereunder be exempt or excepted from the

requirements of Code Section 409A pursuant to the “short-term deferral” exception under Code Section 409A, or otherwise be

exempted or excepted from, or comply with, Code Section 409A, so that none of this Agreement, the RSUs provided under this Agreement,

or Shares issuable thereunder will be subject to the additional tax imposed under Code Section 409A, and any ambiguities or ambiguous

terms herein will be interpreted to be so exempt or excepted, or to so comply. Each issuance upon settlement of the RSUs under this Agreement

is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). In no event will any member

of the Company Group have any liability or obligation to reimburse, indemnify, or hold harmless Participant for any taxes that may be

imposed, or other costs incurred, on Participant as a result of Code Section 409A.

8. Rights

as Stockholder. The Participant’s or any other person’s rights as a stockholder of the Company (including the right to

vote and to receive dividends and distributions) will not begin until Shares have been issued and recorded on the records of the Company

or its transfer agents or registrars.

- 6 -

9. Acknowledgements

and Agreements. The Participant’s signature on the Notice of Grant accepting these RSUs indicates that:

(a) HE

OR SHE ACKNOWLEDGES AND AGREES THAT THE VESTING OF THESE RSUS IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AND THAT BEING HIRED

OR BEING GRANTED THESE RSUS WILL NOT RESULT IN VESTING.

(b) HE

OR SHE FURTHER ACKNOWLEDGES AND AGREES THAT THESE RSUS AND THIS AGREEMENT DO NOT CREATE 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 HIS OR HER RIGHT OR THE

RIGHT OF THE EMPLOYER(S) TO TERMINATE HIS OR HER RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE, SUBJECT TO APPLICABLE

LAWS.

Participant agrees that this Agreement and its incorporated documents reflect all agreements on its subject matters and that he or she

is not accepting this Agreement based on any promises, representations, or inducements other than those reflected in the Agreement.

(d) The

Participant agrees that the Company’s delivery of any documents related to the Plan or these RSUs (including the Plan, the Agreement,

the Plan’s prospectus, and any reports of the Company provided generally to the Company’s stockholders) to him or her may

be made by electronic delivery, which may include but does not necessarily include the delivery of a link to a Company intranet or to

the Internet site of a third party involved in administering the Plan, the delivery of the document via email, or any other means of electronic

delivery specified by the Company. If the attempted electronic delivery of such documents fails, the Participant will be provided with

a paper copy of the documents. The Participant acknowledges that he or she may receive from the Company a paper copy of any documents

that were delivered electronically at no cost to him or her by contacting the Company by telephone or in writing. The Participant may

revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are

to be delivered (if the Participant has provided an electronic mail address) at any time by notifying the Company of such revoked consent

or revised e-mail address by telephone, postal service or electronic mail. Finally, the Participant understands that he or she is not

required to consent to electronic delivery of documents.

(e) The

Participant may deliver any documents related to the Plan or these RSUs to the Company by e-mail or any other means of electronic delivery

approved by the Administrator, but he or she must provide the Company or any designated third party administrator with a paper copy of

any documents if his or her attempted electronic delivery of such documents fails.

(f) The

Participant accepts that all good faith decisions or interpretations of the Administrator regarding the Plan and Awards under the Plan

are binding, conclusive, and final. No member of the Administrator will be personally liable for any such decisions or interpretations.

(g) The

Participant agrees that the Plan is established voluntarily by the Company, is discretionary in nature, and may be amended, suspended,

or terminated by the Company at any time, to the extent permitted by the Plan.

(h) The

Participant agrees that the grant of these RSUs is exceptional, 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.

(i) The

Participant agrees that any decisions regarding future Awards will be in the Company’s sole discretion.

(j) The

Participant agrees that he or she is voluntarily participating in the Plan.

(k) The

Participant agrees that these RSUs and any Shares acquired under these RSUs, and the income from and value of same, are not intended to

replace any pension rights or compensation.

- 7 -

(l) The

Participant agrees that these RSUs, any Shares acquired under these RSUs, and the income from and value of same, are not part of normal

or expected compensation for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy,

dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits, or similar payments.

(m) The

Participant agrees that the future value of the Shares underlying these RSUs is unknown, indeterminable, and cannot be predicted with

certainty.

(n) The

Participant agrees that no member of the Company Group is liable for any foreign exchange rate fluctuation between the Participant’s

local currency and the United States Dollar that may affect the value of these RSUs or of any amounts due to him or her from the payment

of these RSUs or the subsequent sale of any Shares acquired upon such payment.

(o) Unless

otherwise provided in the Plan or by the Administrator in its discretion, the RSUs and the benefits evidenced in this Agreement do not

create any entitlement to have the RSUs 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.

(p) The

Participant agrees that he or she has no claim or entitlement to compensation or damages from any forfeiture of these RSUs resulting from

the termination of his or her 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 he or she is a Service Provider or the terms of his or her service agreement, if any).

10. Data

Privacy.

(a) The

Participant voluntarily consents to the collection, use and transfer, in electronic or other form, of his or her personal data as described

in this Agreement and any other Award materials (“Data”) by and among, as applicable, the Employer(s), the Company

and any member of the Company Group for the exclusive purpose of implementing, administering, and managing his or her participation in

the Plan.

(b) The

Participant understands that the Company and the Employer(s) may hold certain personal information about him or her, including, but not

limited to, his or her name, home address and telephone number, date of birth, social insurance number or other identification number,

salary, nationality, job title, any shares of stock or directorships held in the Company, details of all equity awards or any other entitlement

to stock awarded, canceled, exercised, vested, unvested or outstanding in his or her favor, for the exclusive purpose of implementing,

administering, and managing the Plan.

Participant understands that Data will be transferred to one or more stock plan service provider(s) selected by the Company, which may

assist the Company with the implementation, administration, and management of the Plan. The Participant understands that the recipients

of the Data may be located in the United States or elsewhere, and that the recipient’s country (e.g., the United States) may have

different data privacy laws and protections than his or her country. The 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. The Participant authorizes the Company and any other possible recipients that 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 his or her participation in the

Plan.

(d) The

Participant understands that Data will be held only as long as is necessary to implement, administer and manage his or her participation

in the Plan. The Participant understands that if he or she resides in certain jurisdictions outside the United States, to the extent required

by Applicable Laws, he or she may, at any time, request access to Data, request additional information about the storage and processing

of Data, require any necessary amendments to Data or refuse or withdraw the consents given by accepting these RSUs, in any case without

cost, by contacting in writing his or her local human resources representative. Further, the Participant understands that he or she is

providing these consents on a purely voluntary basis. If the Participant does not consent or if he or she later seeks to revoke his or

her consent, his or her engagement as a Service Provider with the Employer(s) will not be adversely affected; the only consequence of

refusing or withdrawing his or her consent is that the Company will not be able to grant him or her awards under the Plan or administer

or maintain awards. Therefore, the Participant understands that refusing or withdrawing his or her consent may affect his or her ability

to participate in the Plan (including the right to retain these RSUs). The Participant understands that he or she may contact his or her

local human resources representative for more information on the consequences of his or her refusal to consent or withdrawal of consent.

- 8 -

11. Insider

Trading Restrictions/Market Abuse Laws. The Participant acknowledges that he or she may be subject to insider trading restrictions

and/or market abuse laws in applicable jurisdictions including, but not limited to, the United States and the Participant’s country

of residence, which may affect the Participant’s ability to acquire or sell Shares or rights to Shares (e.g., RSUs) under the Plan

during such time as the Participant is considered to have “inside information” regarding the Company (as defined by the laws

in the applicable jurisdictions). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the

Participant placed before the Participant possessed inside information. Furthermore, the Participant could be prohibited from (i) disclosing

the inside information to any third party and (ii) “tipping” third parties or causing them otherwise to buy or sell securities.

The Participant should keep in mind third parties includes fellow employees. Any restrictions under these laws or regulations are separate

from and in addition to any restrictions that may be imposed under any applicable insider trading policy of the Company. The Participant

is responsible for ensuring compliance with any applicable restrictions and should consult with his or her personal legal advisor on this

matter.

12. Foreign

Asset/Account Reporting Requirements. Depending on the Participant’s country, the Participant may be subject to foreign asset/account,

exchange control and/or tax reporting requirements as a result of the vesting of the RSUs, the acquisition, holding and/or transfer of

Shares or cash resulting from participation in the Plan and/or the opening and maintaining of a brokerage or bank account in connection

with the Plan. The Participant may be required to report such assets, accounts, account balances and values, and/or related transactions

to the applicable authorities in his or her country. The Participant may also be required to repatriate sale proceeds or other funds received

as a result of his or her participation in the Plan to his or her country through a designated bank or broker and/or within a certain

time after receipt. The Participant acknowledges that he or she is responsible for ensuring compliance with any applicable foreign asset/account,

exchange control and tax reporting and other requirements. The Participant further understands that he or she should consult the Participant’s

personal tax and legal advisors, as applicable on these matters.

13. Miscellaneous.

(a) Address for Notices.

Any notice to be given to the Company under the terms of this Agreement must be addressed to the Company at HeartBeam, Inc., 2118 Walsh

Avenue, Suite 210, Santa Clara, CA 95050 until the Company designates another address in writing.

(b) Non-Transferability

of RSUs. These RSUs may not be transferred other than by will or the applicable laws of descent or distribution.

If any RSUs are transferred, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives,

successors, and assigns of the parties to this Agreement.

(d) Additional Conditions

to Issuance of Stock. If at any time the Company determines, in its discretion, that the listing, registration, qualification or

rule compliance of the Shares upon any securities exchange or under any U.S. or non-U.S. federal, state or local 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 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. If any such listing, registration, qualification,

rule compliance, clearance, consent or approval has not been completed by the applicable Settlement Deadline with respect to a Restricted

Stock Unit in a manner that would allow it to be settled by the applicable Settlement Deadline, such Restricted Stock Unit will be forfeited

as of immediately following the Settlement Deadline for no consideration and at no cost to the Company. Subject to the terms of this

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 a Restricted Stock Unit as the Administrator may establish from

time to time for reasons of administrative convenience and any such certificate may be in book entry form.

(e) Captions. Captions

provided in this Agreement are for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

(f) Agreement Severable.

If any provision of this Agreement is held invalid or unenforceable, that provision will be severed from the remaining provisions of

this Agreement and the invalidity or unenforceability will have no effect on the remainder of the Agreement.

- 9 -

(g) Non-U.S. Appendix.

These RSUs are subject to any special terms and conditions set forth in any appendix to this Agreement for the Participant’s country

(the “Appendix”). If the Participant relocates to a country included in the Appendix, the special terms and conditions

for that country will apply to him or her to the extent the Company determines that applying such terms and conditions is necessary or

advisable for legal or administrative reasons.

(h) Imposition of Other

Requirements. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on

the RSUs and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative

reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing;

provided, however, that no such imposition of other requirements shall occur or be effective unless such imposition would result in these

RSUs remaining exempt or excepted from the requirements of Code Section 409A pursuant to the “short-term deferral” exception

or another exception or exemption under Code Section 409A, or otherwise complying with Code Section 409A, in each case such that none

of this Agreement, the RSUs provided under this Agreement, or Shares, cash or other property issuable hereunder will be subject to the

additional tax imposed under Code Section 409A.

(i) Choice of Law; Choice

of Forum. The Plan, this Agreement, these RSUs, and all determinations made and actions taken under the Plan, to the extent not otherwise

governed by the laws of the United States, will be governed by the laws of the State of Delaware without giving effect to principles

of conflicts of law. For purposes of litigating any dispute that arises under the Plan, the Participant’s acceptance of these RSUs

is his or her consent to the jurisdiction of the State of Delaware and his or her agreement that any such litigation will be conducted

in the Delaware Court of Chancery or the federal courts for the United States for the District of Delaware and no other courts, regardless

of where he or she is performing services.

(j) Modifications to the

Agreement. The Plan and this Agreement constitute the entire understanding of the parties on the subjects covered. The Participant

expressly warrants that he or she is not accepting this Agreement in reliance on any promises, representations, or inducements other

than those contained herein. Modifications to this Agreement or the Plan can be made only in an express written contract executed by

a duly authorized officer of the Company. Notwithstanding anything in the Plan or this Agreement to the contrary, but subject to Section

13(h), the Administrator may, without the consent of the Participant, modify this Agreement in any of the following manners: (a) take

any action permitted by Section 4 of this Agreement, including to waive or decrease, in whole or in part, some or all of the requirements

required for vesting of all or a portion of the unvested RSUs; or (b) waive or decrease some or all of the requirements for settlement

of RSUs. The Company reserves the right to revise this Agreement as it deems necessary or advisable, in its sole discretion and without

the consent of the Participant, to comply with Code Section 409A, to otherwise avoid imposition of any additional tax or income recognition

under Code Section 409A in connection with these RSUs, or to comply with other Applicable Laws.

(k) Waiver. The Participant

acknowledges that a waiver by the Company of a breach of any provision of this Agreement will not operate or be construed as a waiver

of any other provision of this Agreement or of any subsequent breach of this Agreement by him or her.

(l) Language.

The Participant acknowledges that the Participant is sufficiently proficient in English, or has consulted with an advisor who is sufficiently

proficient in English, so as to allow the Participant to understand the terms of this Agreement. If Participant has received this Agreement,

or any other document related to these RSUs and/or 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.

**remainder of page

intentionally blank**

- 10 -

EXHIBIT B

APPENDIX TO RESTRICTED

STOCK UNIT AGREEMENT

Terms and Conditions

This Appendix to Restricted

Stock Unit Agreement (the “Appendix”) includes additional terms and conditions that govern these RSUs granted

to the Participant under the Plan if he or she resides and/or works in one of the countries listed below on the Grant Date or he or she

moves to one of the listed countries. Unless otherwise defined herein, capitalized terms used but not defined herein shall have the same

meanings as set forth in the Plan and the Agreement.

If the Participant is

a citizen or resident of a country (or if the Participant is considered as such for local law purposes) other than the one in which the

Participant is currently residing and/or working, or if the Participant transfers to another country after being granted the RSUs, the

Company will, in its discretion, determine the extent to which the terms and conditions contained herein will be applicable to the Participant.

Notifications

This Appendix may also

include information regarding securities laws, exchange controls and certain other issues of which the Participant should be aware with

respect to participation in the Plan. The information is based on the securities, exchange control, and other Applicable Laws in effect

in the respective countries as of ________. Such laws are often complex and change frequently. As a result, the Company strongly recommends

that the Participant not rely on the information in this Appendix as the only source of information relating to the consequences of participation

in the Plan because the information may be out of date at the time the Participant vests in or sells the Shares acquired under the Plan.

In addition, the information

contained in this Appendix is general in nature and may not apply to the Participant’s particular situation, and the Company is

not in a position to assure him or her of a particular result. The Participant is advised to seek appropriate professional advice as to

how the relevant laws in his or her country may apply to his or her situation.

Finally, if the Participant

is a citizen or resident of a country other than the one in which he or she is currently residing and/or working, transfers employment

after these RSUs are granted, or is considered a resident of another country for local law purposes, the information in this Appendix

may not apply to him or her, and the Administrator will determine to what extent the terms and conditions in this Appendix apply.

Countries

______________

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dei_EntityAddressStateOrProvince

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dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

dei_EntityCentralIndexKey

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

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Balance Type:

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duration

- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

+ Details

Name:

dei_EntityExTransitionPeriod

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Data Type:

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Balance Type:

Period Type:

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

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Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

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Data Type:

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duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

dei_EntityRegistrantName

Namespace Prefix:

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Period Type:

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

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xbrli:normalizedStringItemType

Balance Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Namespace Prefix:

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Balance Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

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Namespace Prefix:

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Balance Type:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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- Details

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