Exhibit 10.8


 


BOUSTEAD WAVEFRONT INC.


2022 OMNIBUS EQUITY INCENTIVE PLAN


RESTRICTED STOCK AGREEMENT


 


THIS AGREEMENT made as of
___________, 2022 [insert date on which Committee awards the Restricted Stock] (the “Grant Date”), by and between
Boustead Wavefront Inc. a Cayman Islands exempted company (the “Company”), and ___________________ (the “Awardee”).


 


WITNESSETH:


 


WHEREAS, the Company has adopted
and maintains the Boustead Wavefront Inc. 2022 Omnibus Equity Incentive Plan effective [____________], 2022 (the “Plan”),
and


 


WHEREAS, the Committee has
authorized the award to the Awardee of Restricted Stock under the Plan, on the terms and conditions set forth in the Plan and as hereinafter
provided,


 


NOW, THEREFORE, in consideration
of the premises contained herein, the Company and the Awardee hereby agree as follows:


 


1. Plan.
This Restricted Stock Award is made pursuant to the terms of the Plan which are incorporated herein by reference. Terms used in this
Agreement which are defined in the Plan shall have the same meaning as set forth in the Plan.


 


2. Award
of Restricted Stock. The Company hereby grants to the Awardee [insert # of shares] shares of Restricted Stock, subject to
payment by the Awardee of [insert # amount]/[the nominal amount equivalent to the aggregate par value of the Shares to be issued by the
Company]. All such shares of Restricted Stock shall be subject to the restrictions and forfeiture provisions contained in Sections 4,
5 and 6, such restrictions and forfeiture provisions to become effective immediately upon execution of this Agreement by the parties
hereto.


 


3. Share
Certificates. The Awardee hereby acknowledges that [insert #] share certificates for shares of Restricted Stock are hereby
awarded and shall be promptly delivered to the Awardee hereunder, each bearing the following legend:


 


The transferability of this certificate and the shares represented
hereby are subject to the terms and conditions (including forfeiture) of an Agreement entered into between the registered owner and Boustead
Wavefront Inc., effective as of _________, 2022. Copies of such Agreement are on file in the offices of the Secretary of Boustead Wavefront,
Inc., 1 George Street, #10-01 Singapore 049145.


 


4. Vesting.
Except as provided below and subject to the Awardee’s continued service with the Company for the applicable vesting period, the
shares of Restricted Stock shall vest, no longer be subject to restrictions and become transferable pursuant to the terms of the Plan
pursuant to the following schedule:


 


[Insert Vesting Schedule]


 






     


     


    

  


The shares of Restricted Stock shall not be transferable
unless and until (and solely to the extent) the Awardee satisfies the vesting requirements contained herein. To the extent the above
vesting requirements are not satisfied, the nonvested shares of Restricted Stock shall be forfeited by the Awardee.


 


5. Termination
of Service. In the event of the Awardee’s Termination of Service with the Company or an Affiliate, as applicable, for any reason
prior to vesting of the shares of Restricted Stock, the terms of Article VI of the Plan shall control.


 


6. [Change
of Control. Notwithstanding the vesting requirements contained in Section 4, upon a Change of Control, all of the shares of Restricted
Stock shall automatically become fully vested, no longer subject to restrictions and freely transferable, in each case as of the date
of such Change of Control.]


 


7. Voting
and Dividend Rights. The Awardee shall have the voting and dividend rights of a shareholder of Shares with respect to the shares of
Restricted Stock; provided, however, that any dividends paid in the form of Shares shall be deposited with the Company,
together with a share power endorsed in blank or other appropriate instrument of transfer and shall be subject to the same restrictions
as the shares of Restricted Stock.]


 


8. Regulation
by the Committee. This Agreement and the shares of Restricted Stock shall be subject to the administrative procedures and rules as
the Committee shall adopt. All decisions of the Committee upon any question arising under the Plan or under this Agreement, shall be conclusive
and binding upon the Awardee.


 


9. Withholding.
The Company or an Affiliate shall be entitled to deduct and withhold the minimum amount necessary in connection with the Awardee’s
shares of Restricted Stock Award to satisfy its withholding obligations under any and all applicable federal, state and/or local tax rules
or regulations. The Awardee shall be entitled to make an election to include the Fair Market Value of the shares of Restricted Stock into
income under Section 83(b) of the Code.


 


10. Amendment.
The Committee may amend this Agreement at any time and from time to time; provided, however, that no amendment of this Agreement
that would materially and adversely impair the Awardee’s rights or entitlements with respect to the Restricted Stock shall be effective
without the prior written consent of the Awardee.


 


11. Awardee
Acknowledgment. Awardee acknowledges and agrees that the vesting of Shares pursuant to this Agreement is earned only by continuing
service with the Company. Awardee further acknowledges and agrees that nothing in this Agreement, nor in the Plan shall confer upon the
Awardee any right to continue in the service of the Company, nor shall it interfere in any way with Awardee’s right or the Company’s
right to terminate Awardee’s service at any time, with or without Cause. Awardee acknowledges receipt of a copy of the Plan and
represents that he or she is familiar with the terms and provisions thereof. Awardee has reviewed the Plan and this Award in their entirety,
has had an opportunity to obtain the advice of counsel prior to executing this Award and fully understands all provisions of the Award.
By executing this Agreement, the Awardee hereby agrees to be bound by all of the terms of both the Plan and this Agreement.


 


	 	BOUSTEAD WAVEFRONT INC.
	 	 	 	 
	 	By:	 	 	
	 	Its:	 	 	Date
	 	 	 	 
	 	 	 	, Awardee 	 	
	 	 	 	Date



 






    2


     


    

 


Section
83(b) Election


 


The undersigned taxpayer hereby elects, pursuant
to Section 83(b) of the Internal Revenue Code of 1986, as amended, and pursuant to Treasury Regulations Section 1.83-2, to include
in gross income as compensation for services the fair market value of the shares described below.


  


		(1)	The taxpayer who performed the services is:












 







	 	Name:		 
	 	 	 	 
	 	Address: 	 	 
	 	 	 



 


	 	Social Security No.:	 	 



 


			






		(2)	The property with respect to which the election is made is ______ shares of the common stock of Project
Field House, Inc.



 


		(3)	The property was transferred to the taxpayer on __________ __, 2022.



 


		(4)	The taxable year for which the election is made is the calendar year ____.



 


		(5)	The property is subject to forfeiture if for any reason taxpayer’s service with the issuer terminates.
The forfeiture condition lapses in a series of installments over a ____-year period ending on __________ __, ____.



 


		(6)	The fair market value of such property at the time of transfer (determined without regard to any restriction
other than a restriction that by its terms will never lapse) is $______ per share x ______ shares = $__________.



 


		(7)	No amount was paid for such property.



 


		(8)	The amount to include in gross income is $______. [The amount in Line 6.]



 


		(9)	A copy of this statement was furnished to Project Field House, Inc., for whom taxpayer rendered the services
underlying the transfer of such property.



 


		(10)	This statement is executed on __________ __, 2022.



 





	 	 	 
	Spouse (if any)	 	Taxpayer



 


Within 30 days after the date of transfer
of the property, this election must be filed with the Internal Revenue Service office where the taxpayer files his or her annual federal
income tax return. The filing should be made by registered or certified mail, return receipt requested. The taxpayer must deliver a copy
of the completed form to the Company.


 


 


3