EX-4.4



 Exhibit 4.4 

WANDL, INC. 
 2013
RESTRICTED STOCK UNIT PLAN 
 1. Purposes of the Plan. The purposes of this Plan are to attract and retain the best available
personnel for positions of substantial responsibility, to provide additional incentive to Service Providers and to promote the success of the Company’s business. The Plan permits the grant of Restricted Stock Units. 

2. Definitions. As used herein, the following definitions will apply: 

(a) “Administrator” means the Board or any of its Committees as will be administering the Plan, in accordance with
Section 4 of the Plan. 
 (b) “Applicable Laws” means the requirements relating to the administration of equity-based
awards under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where
Awards are, or will be, granted under the Plan. 
 (c) “Award” means, individually or collectively, a grant under the Plan
of Restricted Stock Units. 
 (d) “Award Agreement” means the written or electronic agreement setting forth the terms and
provisions applicable to each Award granted under the Plan. The Award Agreement is subject to the terms and conditions of the Plan. 
 (e)
“Board” means the Board of Directors of the Company. 
 (f) “Code” means the Internal Revenue Code of
1986, as amended. 
 (g) “Committee” means a committee of Directors or of other individuals satisfying Applicable Laws
appointed by the Board, or a duly authorized committee of the Board, in accordance with Section 4 hereof. 
 (h) “Common
Stock” means the common stock of the Company. 
 (i) “Company” means Wandl, Inc. a New Jersey corporation, or any
successor thereto. 
 (j) “Consultant” means any consultant, independent contractor or other person who provides
significant services to the Company or a Parent or Subsidiary, but who is neither an Employee or Director. 
 (k)
“Director” shall mean a member of the Board. 







 (l) “Dividend Equivalent” shall mean a credit, payable in cash, made at the
discretion of the Administrator, to the account of a Participant in an amount equal to the cash dividends paid on one Share for each Share represented by an Award held by such Participant. Dividend Equivalents may be subject to the same vesting
restrictions as the related Shares subject to an Award, at the discretion of the Administrator. 
 (m) “Employee” means any
person, including Officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. Neither service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment”
by the Company. 
 (n) “Exchange Act” means the Securities Exchange Act of 1934, as amended. 

(o) “Exchange Program” means a program under which (i) outstanding Awards are surrendered or cancelled in exchange for
awards of the same type (which may have different terms), awards of a different type, and/or cash, and/or (ii) Participants would have the opportunity to transfer any outstanding Awards to a financial institution or other person or entity
selected by the Administrator. The Administrator will determine the terms and conditions of any Exchange Program in its sole discretion. 

(p) “Fair Market Value” means, as of any date, the value of Common Stock determined as follows: 

(i) If the Common Stock is listed on any established stock exchange, its Fair Market Value will be the closing sales price for such
stock as quoted on such exchange or system on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable, or if the date of determination is not a trading day, the immediately
preceding trading date; 
 (ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not
reported, the Fair Market Value of a Share will be the mean between the high bid and low asked prices for the Common Stock on the day of determination (or, if no bids and asks were reported on that date, as applicable, on the last trading date such
bids and asks were reported), as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or 
 (iii)
In the absence of an established market for the Common Stock, the Fair Market Value will be determined in good faith by the Administrator. 

(q) “Officer” shall mean a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act.

 (r) “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in
Section 424(e) of the Code. 
 (s) “Participant” means the holder of an outstanding Award. 

(t) “Plan” means this Restricted Stock Unit Plan. 

  
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 (u) “Restricted Stock Unit” means a bookkeeping entry representing an amount
equal to the Fair Market Value of one Share, granted pursuant to Section 6. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company. 

(v) “Service Provider” means an Employee or Consultant. 

(w) “Share” means a share of the Common Stock, as adjusted in accordance with Section 10 of the Plan. 

(x) “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in
Section 424(f) of the Code. 
 3. Stock Subject to the Plan. 

(a) Stock Subject to the Plan. Subject to the provisions of Section 10 of the Plan, the maximum aggregate number of Shares that
may be issued under the Plan is Fifteen Million (15,000,000) Shares. 
 (b) Share Reserve. The Company, during the term of this
Plan, will at all times reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of the Plan. 

4. Administration of the Plan. 

(a) Procedure. 
 (i)
Multiple Administrative Bodies. The Plan shall be administered by the Board or any Committee appointed by the Board which will be constituted to satisfy Applicable Laws. In the Board’s sole discretion, different Committees with respect
to different groups of Service Providers may administer the Plan. 
 (ii) Section 162(m). To the extent that the Administrator
determines it to be desirable to qualify Awards granted hereunder as “performance-based compensation” within the meaning of Section 162(m) of the Code, the Plan will be administered by a Committee of two (2) or more
“outside directors” within the meaning of Section 162(m) of the Code. 
 (iii) Rule 16b-3. To the extent
desirable to qualify transactions hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder will be structured to satisfy the requirements for exemption under Rule 16b-3. 

(b) Powers of the Administrator. Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific duties
delegated by the Board to such Committee, the Administrator will have the authority, in good faith and consistent with the terms of the Plan, in its discretion: 

(i) to determine the Fair Market Value; 

  
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 (ii) to select the Service Providers to whom Awards may be granted hereunder; 

(iii) to determine the number of Shares to be covered by each Award granted hereunder; 

(iv) to approve forms of Award Agreements for use under the Plan; 

(v) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms and
conditions include, but are not limited to, any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Shares relating thereto, based in each case on such factors as the Administrator
will determine; 
 (vi) to institute and determine the terms and conditions of an Exchange Program; 

(vii) to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan; 

(viii) to prescribe, amend and rescind rules and regulations relating to the Plan; 

(ix) to modify or amend each Award (subject to Section 14 of the Plan); 

(x) to allow Participants to satisfy withholding tax obligations in such manner as prescribed in Section 11 of the Plan; 

(xi) to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted
by the Administrator; 
 (xii) to allow a Participant to defer the receipt of the payment of cash or the delivery of Shares that would
otherwise be due to such Participant under an Award; 
 (xiii) to determine whether Awards will be adjusted for Dividend Equivalents and
whether such Dividend Equivalents will be subject to vesting: and 
 (xiv) to make all other determinations deemed necessary or advisable
for administering the Plan. 
 (c) Effect of Administrator’s Decision. The Administrator’s decisions, determinations
and interpretations will be final and binding on all Participants and any other holders of Awards. The Administrator’s determinations need not be uniform. 

5. Eligibility. Restricted Stock Units may be granted to Service Providers. 

  
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 6. Restricted Stock Units. 

(a) Grant. Restricted Stock Units may be granted at any time and from time to time as determined by the Administrator. After the
Administrator determines that it will grant Restricted Stock Units under the Plan, it will advise the Participant in an Award Agreement of the terms, conditions, and restrictions related to the grant, including the number of Restricted Stock Units
and the form of payout. 
 (b) Vesting Criteria and Other Terms. The Administrator will set vesting criteria in its discretion,
which, depending on the extent to which the criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Participant. The Administrator may set vesting criteria based upon the achievement of Company-wide,
divisional, business unit, or individual goals (including, but not limited to, continued employment or service), applicable federal or state securities laws or any other basis determined by the Administrator in its discretion. 

(c) Vesting of Restricted Stock Units. Upon meeting the applicable vesting criteria, the Participant’s Restricted Stock Units will
vest pursuant to the vesting schedule set forth in the Participant’s Award Agreement. Notwithstanding anything to the contrary in the Plan or the Participant’s Award Agreement, on any given vesting date, the number of the
Participant’s Restricted Stock Units which have cumulatively vested may only be a whole number, and if the number of the Participant’s Restricted Stock Units which would otherwise have cumulatively vested on such vesting date contains a
fraction of a Restricted Stock Unit, the number of the Participant’s Restricted Stock Units which have cumulatively vested on such vesting date will be rounded down to a whole number. Notwithstanding the foregoing, at any time after the grant
of Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout. 

(d) Form and Timing of Payment. Payment of vested Restricted Stock Units will be made in accordance with the terms and conditions
determined by the Administrator and set forth in the Award Agreement. The Administrator, in its sole discretion, may only settle vested Restricted Stock Units in cash, Shares, or a combination of both. 

(e) Cancellation. On the date set forth in the Award Agreement, all unvested Restricted Stock Units will be forfeited to the Company.

 7. Leaves of Absence/Transfer Between Locations. Unless the Administrator provides otherwise, vesting of Awards granted hereunder
will be suspended during any unpaid leave of absence. A Participant will not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company,
its Parent, or any Subsidiary. 
 8. Transferability of Awards. Unless determined otherwise by the Administrator, an Award may not be
sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Participant, only by the Participant. If the Administrator
makes an Award transferable, such Award will contain such additional terms and conditions as the Administrator deems appropriate. 

  
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 9. Adjustments; Dissolution or Liquidation; Merger or Change in Control. 

(a) Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other
property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure
of the Company affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will adjust the number and class of Shares that may be
delivered under the Plan and/or the number and class of Shares covered by each outstanding Award, and the numerical Share limits in Section 3 of the Plan. 

(b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator will notify
each Participant as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not previously vested, an Award will terminate immediately prior to the consummation of such proposed action. 

(c) Merger or Asset Sale. In the event of a merger of the Company with or into another corporation, or the sale of substantially all of
the assets of the Company, each outstanding Award will be assumed or an equivalent award substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation does not assume or
substitute for the Award (or portion thereof), the Participant shall fully vest in the Award (and any related Dividend Equivalent), including as to Shares (or with respect to Dividend Equivalents, the cash value thereof), which would not otherwise
be vested. For the purposes of this subsection (c), an Award will be considered assumed if, following the merger or asset sale, the Award is replaced by or converted into a comparable restricted stock unit with respect to the common stock of the
successor corporation or a Parent or Subsidiary. Notwithstanding the foregoing, in the event of a merger of the Company with or into another corporation, or the sale of substantially all of the assets of the Company the Administrator may, in its
sole discretion (i) elect to accelerate, in whole or in part, the vesting of any Award, or (ii) elect to make cash payments payable as a result of the acceleration of vesting of any Award. 

10. Tax. 
 (a)
Withholding Requirements. Prior to the delivery of any Shares or cash pursuant to an Award or such earlier time as any tax withholding obligations are due, the Company will have the power and the right to deduct or withhold, or require a
Participant to remit to the Company, an amount sufficient to satisfy federal, state, local, foreign or other taxes (including the Participant’s FICA obligation) required to be withheld with respect to such Award. 

(b) Withholding Arrangements. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to
time, may permit a Participant to satisfy such tax withholding obligation, in whole or in part by (without limitation) (a) paying cash, (b) electing to have the Company withhold otherwise deliverable cash or Shares having a Fair
Market Value equal to the minimum statutory amount required to be withheld, or (c) delivering to the Company already-owned Shares having a Fair Market Value equal to the minimum statutory amount required to be withheld. The Fair Market Value of
the Shares to be withheld or delivered will be determined as of the date that the taxes are required to be withheld. 

  
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 (c) Compliance With Code Section 409A. Awards will be designed and operated in such a
manner that they are either exempt from the application of, or comply with, the requirements of Code Section 409A such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code
Section 409A, except as otherwise determined in the sole discretion of the Administrator. The Plan and each Award Agreement under the Plan is intended to meet the requirements of Code Section 409A and will be construed and interpreted
in accordance with such intent, except as otherwise determined in the sole discretion of the Administrator. To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Code Section 409A the Award will be
granted, paid, settled or deferred in a manner that will meet the requirements of Code Section 409A, such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code
Section 409A. 
 11. No Effect on Employment or Service. Neither the Plan nor any Award will confer upon a Participant any right
with respect to continuing the Participant’s relationship as a Service Provider with the Company, nor will they interfere in any way with the Participant’s right or the Company’s right to terminate such relationship at any time, with
or without cause, to the extent permitted by Applicable Laws. 
 12. Date of Grant. The date of grant of an Award will be, for all
purposes, the date on which the Administrator makes the determination granting such Award, or such other later date as is determined by the Administrator. Notice of the determination will be provided to each Participant within a reasonable time
after the date of such grant. 
 13. Term of Plan. Subject to Section 17 of the Plan, the Plan will become effective upon its
adoption by the Board. It will continue in effect for a term of five (5) years from the date adopted by the Board, unless terminated earlier under Section 14 of the Plan. 

14. Amendment and Termination of the Plan. 

(a) Amendment and Termination. The Administrator may at any time amend, alter, suspend or terminate the Plan. 

(b) Stockholder Approval. The Company will obtain stockholder approval of any Plan amendment to the extent necessary and desirable to
comply with Applicable Laws. 
 (c) Effect of Amendment or Termination. No amendment, alteration, suspension or termination of the
Plan will impair the rights of any Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Company. Termination of the Plan will not affect
the Administrator’s ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination. 

  
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 15. Conditions Upon Issuance of Shares. Shares will not be issued pursuant to an Award
unless the issuance and delivery of such Shares will comply with Applicable Laws and will be further subject to the approval of counsel for the Company with respect to such compliance. 

16. Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction or to
complete or comply with the requirements of any registration or other qualification of the Shares under any state, federal or foreign law or under the rules and regulations of the Securities and Exchange Commission, the stock exchange on which
Shares of the same class are then listed, or any other governmental or regulatory body, which authority, registration, qualification or rule compliance is deemed by the Company’s counsel to be necessary or advisable for the issuance of any
Shares hereunder, will relieve the Company of any liability in respect of the failure to issue such Shares as to which such requisite authority, registration, qualification or rule compliance will not have been obtained. 

17. Stockholder Approval. The Plan will be subject to approval by the stockholders of the Company within twelve (12) months after
the date the Plan is adopted by the Board. Such stockholder approval will be obtained in the manner and to the degree required under Applicable Laws. 

  
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