Exhibit 10.19


 


MARIZYME,
Inc. 


NOTICE OF GRANT OF RESTRICTED STOCK UNITS


 


The Participant has been granted the number of
Restricted Stock Units set forth below (the “RSUs”) pursuant to the Amended and Restated Marizyme, Inc. 2021
Stock Incentive Plan (the “Plan”), as follows:


 


	Participant:	______________________________
	Date of Grant:	______________________________
	Number of Restricted Stock Units:	______________________________
	
    Initial Vesting Date:

     

    Vested Stock:

     
	
    [First Vesting Date]

     

    Subject to Participant’s continued status
    as a Service provider, the RSUs shall become vested and the Stock shall be issued to Participant in accordance with the terms of the Plan,
    the Award Agreement, this Notice of Grant and upon the following schedule:

     

    On Initial Vesting Date, provided the Participant’s
    Service has not terminated prior to such date: [Vested Percentage]

     

    Plus

     

    For each additional full month of the Participant’s
    continuous Service from Initial Vesting Date until the Vested Ratio equals 1/1, an additional [Vested Percentage]

     



Capitalized terms not defined herein shall have
the meaning as set forth in the Plan.


 


If the vesting conditions described in the Vested
Shares section above are not achieved by the date indicated, the RSU Award will terminate and Participant’s right to the Stock will
be forfeited.


 


By signing below, the Participant agrees that
the Company, its directors, officers and shareholders shall not be held liable for any tax, penalty, interest or cost incurred by the
Participant as a result of such determination by the IRS. The Participant is urged to consult with his or her own tax advisor regarding
the tax consequences of the RSUs, including the application of Section 409A.


 


By their signatures below, the Company and the
Participant agree that the RSUs are governed by this Grant Notice and by the provisions of the Plan and the Restricted Stock Unit Award
Agreement, both of which are attached to and made a part of this document. The Participant acknowledges receipt of copies of the Plan
and the Restricted Stock Unit Award Agreement, represents that the Participant has read and is familiar with their provisions, and hereby
accepts the RSUs subject to all of their terms and conditions.


 


	MARIZYME, INC.	PARTICIPANT
	 	 
	By: __________________________________	_____________________________________
	 	Signature
	Its: __________________________________	_____________________________________
	
     

    Address:

    555 Heritage Drive, Suite 200

    Jupiter, FL 33458
	
     

    Date:

     

    Address:

	 	 	______________________________________
	 	 	 
	 	 	______________________________________


 


ATTACHMENTS:  Amended
and Restated Marizyme, Inc. 2021 Stock Incentive Plan, as amended to the Date of Grant; Restricted Stock Unit Award Agreement


 




     


     


    

 


MARIZYME,
Inc.


RESTRICTED STOCK UNIT AWARD AGREEMENT


 


Marizyme,
Inc. has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”)
to which this Restricted Stock Unit Award Agreement (the “Award Agreement”) is attached a number of Restricted Stock
Units (the “RSUs”) pursuant to the terms and conditions set forth in the Grant Notice and this Award Agreement. The
RSUs have been granted under the Amended and Restated Marizyme, Inc. 2021 Stock Incentive Plan (the “Plan”), as amended
to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a)
acknowledges receipt of, and represents that the Participant has read and is familiar with the terms and conditions of, the Grant Notice,
this Award Agreement and the Plan, (b) accepts the RSUs subject to all of the terms and conditions of the Grant Notice, this Award Agreement
and the Plan, and (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions
arising under the Grant Notice, this Award Agreement or the Plan.


 


1.
Definitions and Construction.


 


1.1
Definitions. Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in
the Grant Notice or the Plan.


 


1.2 Construction.
Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision
of this Award Agreement. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include
the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.


 


2.
Administration.


 


All questions of interpretation
concerning the Grant Notice, this Award Agreement, the Plan or any other form of agreement or other document employed by the Company in
the administration of the Plan or the RSUs shall be determined by the Board. Any and all actions, decisions and determinations taken or
made by the Board in the exercise of its discretion pursuant to the Plan or the RSUs or other agreement thereunder (other than determining
questions of interpretation pursuant to the preceding sentence) shall be final, binding and conclusive upon all persons having an interest
in the RSUs. Any Officer shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, or election
which is the responsibility of or which is allocated to the Company herein, provided the Officer has apparent authority with respect to
such matter, right, obligation, or election.


 


3.
Vesting. 


 


Subject to the limitations
contained herein, the RSUs shall vest as provided in the Grant Notice, provided that vesting shall cease upon the termination of the Participant’s
Service. Any RSUs that have not vested shall be forfeited upon termination of Service.


 






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4.
Dividends. 


 


The Participant shall not
receive any payment or other adjustment in the number of RSUs for dividends or other distributions that may be made in respect of the
shares of Stock to which the RSUs relate.


 


5.
Distribution of Shares of Stock. 


 


In the event that the Company
determines that the Participant is subject to its policy regarding insider trading of the Company’s stock and any shares of Stock
subject to the RSUs are scheduled to be delivered on a day (the “Original Distribution Date”) that does not occur during
an applicable “window period,” as determined by the Company in accordance with such policy, then such Stock shall not be delivered
on such Original Distribution Date and shall instead be delivered as soon as practicable within the next applicable “window period”
pursuant to such policy.


 


6.
Execution of Documents. 


 


The Participant hereby acknowledges
and agrees that the manner selected by the Company to indicate the Participant’s consent to the Grant Notice is also deemed to be
execution of the Grant Notice and of this Award Agreement. The Participant further agree that such manner of indicating consent may be
relied upon as the Participant’s signature for establishing execution of any documents to be executed in the future in connection
with the RSUs. This Award Agreement shall be deemed to be signed by the Company and the Participant upon the respective signing by the
Company and the Participant of the Grant Notice to which it is attached.


 


7.
Tax Withholding. 


 


7.1
In General. At the time this Award Agreement is executed, or at any time thereafter as requested by the Company,
the Participant hereby authorizes withholding from payroll and any other amounts payable to the Participant, and otherwise agrees to make
adequate provision for, any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company,
if any, which arise in connection with the grant or vesting of the RSUs or the issuance of Stock in settlement thereof. The Company shall
have no obligation to deliver Stock until the tax obligations of the Company have been satisfied by the Participant.


 


7.2 Withholding in
Securities. The Company may, in its discretion, permit or require the Participant to satisfy all or any portion of the tax obligations
by deducting from the shares of Stock otherwise deliverable to the Participant in settlement of the RSUs a number of shares of Stock
having a fair market value, as determined by the Company as of the date on which the tax obligations arise, not in excess of the amount
of such tax obligations determined by the applicable withholding rates. In the event that the Company determines that the tax obligations
will not be satisfied by the method described above, the Participant authorizes the designated plan administrator or any successor plan
administrator, to sell a number of shares of Stock otherwise deliverable to the Participant in settlement of the RSUs, which the Company
determines is sufficient to generate an amount that meets the tax obligations plus additional shares of Stock, as necessary to account
for rounding and market fluctuation, and to pay such tax withholding amounts to the Company. The shares of Stock may be sold as part
of a block trade with other Participants of the Plan in which all Participants receive an average price. Any adverse consequences to
the Participant resulting from the procedure permitted under this Section 7.2, including, without limitation, tax consequences, shall
be the sole responsibility of the Participant.


 


7.3
Consultation. The Participant hereby acknowledges that he or she understands that the Participant may suffer adverse
tax consequences as a result of participation in the Plan. The Participant hereby represents that the Participant has consulted with tax
consultants in connection with the Award and that the Participant is not relying on the Company for any tax advice.


 






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8.
Nontransferability of the RSUs.


 


The RSUs and the rights and
privileges conferred hereby shall not be sold, pledged or otherwise transferred (whether by operation of law or otherwise) in any manner
otherwise than by will or by the laws of descent or distribution, shall not be subject to sale under execution, attachment, levy or similar
process and may be exercised during the lifetime of the Participant only by the Participant. The terms of the Plan and the Award Agreement
shall be binding upon the executors, administrators, heirs, successors and assigns of the Participant.


 


9.
Rights as a Stockholder, Director, Employee or Consultant.


 


The Participant shall have
no rights as a stockholder with respect to any shares related to the RSUs until the date of issuance of the shares pursuant to the RSUs
(as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment
shall be made for dividends, distributions or other rights for which the record date is prior to the date the shares are issued. If the
Participant is an Employee, the Participant understands and acknowledges that, except as otherwise provided in a separate, written employment
agreement between a Participating Company and the Participant, the Participant’s employment is “at will” and is for
no specified term. Nothing in this Award Agreement shall confer upon the Participant any right to continue in the Service of a Participating
Company or interfere in any way with any right of the Participating Company Group to terminate the Participant’s Service as a Director,
an Employee or Consultant, as the case may be, at any time.


 





10.
Miscellaneous Provisions.


 


10.1 Termination
or Amendment. The Board may terminate or amend the Plan or the RSUs at any time.


 


10.2 Compliance
with Section 409A. The Company intends that income realized by the Participant pursuant to the Plan and this Award Agreement will
not be subject to taxation under Section 409A of the Code. The provisions of the Plan and this Award Agreement shall be interpreted and
construed in favor of satisfying any applicable requirements of Section 409A of the Code. The Company, in its reasonable discretion, may
amend (including retroactively) the Plan and this Award Agreement in order to conform to the applicable requirements of Section 409A of
the Code, including amendments to facilitate the Participant’s ability to avoid taxation under Section 409A of the Code. However,
the preceding provisions shall not be construed as a guarantee by the Company of any particular tax result for income realized by the
Participant pursuant to the Plan or this Award Agreement. In any event, and except for the responsibilities of the Company set forth in
Section 7, no Participating Company shall be responsible for the payment of any applicable taxes on income realized by the Participant
pursuant to the Plan or this Award Agreement.


 


10.3 Further
Instruments. The parties hereto agree to execute such further instruments and to take such further action as may reasonably be
necessary to carry out the intent of this Award Agreement.


 


10.4 Binding
Effect. Subject to the restrictions on transfer set forth herein, this Award Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.


 


10.5 Integrated
Agreement. The Grant Notice, this Award Agreement and the Plan, together with any employment, service or other agreement with
the Participant and a Participating Company referring to the RSUs, shall constitute the entire understanding and agreement of the Participant
and the Participating Company Group with respect to the subject matter contained herein or therein and supersede any prior agreements,
understandings, restrictions, representations, or warranties among the Participant and the Participating Company Group with respect to
such subject matter. To the extent contemplated herein or therein, the provisions of the Grant Notice, this Award Agreement and the Plan
shall survive any vesting of the RSUs and shall remain in full force and effect.


 


10.6 Applicable
Law. This Award Agreement shall be governed by the laws of the State of Nevada as such laws are applied to agreements between
Nevada residents entered into and to be performed entirely within the State of Nevada.


 


10.7 Counterparts.
The Grant Notice may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.


 



 


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