Blueprint






Exhibit 10.6






NOTICE
OF GRANT OF RESTRICTED STOCK UNITS


ENDRA
LIFE SCIENCES INC.


2016
OMNIBUS 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”).


	


Grantee:


 

	

[______]


 


	


Grant Date:


 

	

[______]


 


	


Number of RSUs Granted:


 

	

[______]


 


	


Definition of RSU:


 

	

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.


 


	


Vesting Schedule:


 

	

Subject
to the provisions of the Terms and Conditions, the Award shall vest
in accordance with the following schedule, in the event the Grantee
does not have a Separation from Service prior to the applicable
vesting date:


 


 


 


	


Acceleration of Vesting on Separation from Service:


 

	
 


	


Acceleration of Vesting on Change in Control:


 

	
 











	
 GRANTEE

	
 

	
 ENDRA
LIFE SCIENCES INC.


	
 

	
 

	
 


	
 Sign Name:
_________________________________


	
 

	
 Sign
Name:_________________________________


	
 

	
 

	
 


	
 Print
Name:_________________________________

	
 

	
 Print
Name:_________________________________


	
 

	
 

	
 


	
 

	
 

	
 Title:_______________________________________                                               


	
 

	
 

	
 









  


 








Notice
of Grant of Restricted Stock Units - Page 1









 






TERMS
AND CONDITIONS OF RESTRICTED STOCK UNITS




1.

Grant of RSUs.






(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.




2.

Restrictions.






(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.




3.

Restricted Period and Vesting.
The “Restricted
Period” is the period beginning on the Grant Date and
ending on the date the RSUs, or such applicable portion of the
RSUs, are deemed vested under the schedule set forth in the Notice
of Grant.








4.

Forfeiture. If, during the
Restricted Period, (i) the Grantee incurs a Separation from
Service, (ii) there occurs a material breach of the Award
Agreement by the Grantee or (iii) the Grantee fails to meet the tax
withholding obligations described in Section 6 below, all rights of
the Grantee to the RSUs that have not vested in accordance with
Section 3 above shall terminate immediately and be forfeited in
their entirety.






5. Settlement of RSUs. Delivery of
Shares or other amounts under the Award Agreement shall be subject
to the following:


(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;



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and Conditions of Restricted Stock Units - Page 1







 






(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.




6.

Withholding.






(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.]




7.

Issued Shares. Without
limitation of Section 9 below, any Issued Shares in connection with
the Award shall be subject to the Company’s right of first
refusal under Section 17.4.1 of the Plan (entitled “Right of
First Refusal,” or any successor provision thereto), the
Company’s right of repurchase under Section 17.4.2 of the
Plan (entitled “Right of Repurchase,” or any successor
provision thereto), the market standoff requirement under Section
17.5 of the Plan (entitled “Market Standoff
Requirement,” or any successor provision thereto), and the
transfer restrictions under Section 17.11.3 of the Plan (entitled
“Issued Shares,” or any successor provision
thereto).








8.

Adjustment. Upon any event
described in Section 15 of the Plan (entitled “Effect of
Changes in Capitalization,” or any successor provision
thereto) occurring after the Grant Date, the adjustment provisions
as provided for under Section 15 of the Plan (or any successor
provision thereto) shall apply to the Award.








9.

Bound by Plan and Committee
Decisions. By accepting the Award, the Grantee acknowledges
that the Grantee has received a copy of the Plan, has had an
opportunity to review the Plan, and agrees to be bound by all of
the terms and conditions of the Plan. In the event of any conflict
between the provisions of the Award Agreement and the Plan, the
provisions of the Plan shall control. The authority to manage and
control the operation and administration of the Award Agreement and
the Plan shall be vested in the Committee, and the Committee shall
have all powers with respect to the Award Agreement as it has with
respect to the Plan. Any interpretation of the Award Agreement or
the Plan by the Committee and any decision made by the Committee
with respect to the Award Agreement or the Plan shall be final and
binding on all persons.







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and Conditions of Restricted Stock Units - Page 2







 








10.

Grantee Representations. The
Grantee hereby represents to the Company that the Grantee has read
and fully understands the provisions of the Award Agreement and the
Plan and that the Grantee’s decision to participate in the
Plan is completely voluntary. Further, the Grantee acknowledges
that the Grantee is relying solely on his or her own advisors with
respect to the tax consequences of the Award.








11.

Regulatory Restrictions on the
RSUs. Notwithstanding the other provisions of the Award
Agreement, the Committee may impose such conditions, restrictions
and limitations on the issuance of Common Stock with respect to the
Award unless and until the Committee determines that such issuance
complies with (a) any applicable registration requirements under
the Securities Act or the Committee has determined that an
exemption therefrom is available, (b) any applicable listing
requirement of any stock exchange on which the Common Stock is
listed, (c) any applicable Company policy or administrative rules
and (d) any other applicable provision of state, federal or foreign
law, including foreign securities laws where
applicable.








12.

Miscellaneous.






(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.



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and Conditions of Restricted Stock Units - Page 3







 






(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.




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and Conditions of Restricted Stock Units - Page 4