Exhibit 4.8


 


FORM OF


ICAGEN, INC.


RESTRICTED STOCK AGREEMENT


2018 STOCK INCENTIVE PLAN


 


THIS RESTRICTED STOCK
AGREEMENT (the “Agreement”) is made and entered into as of __________________ (the “Grant
Date”), by and between Icagen, Inc., a Delaware corporation (the “Company”), and
__________________ (the “Participant”).


 


Subject to the Additional
Terms and Conditions attached hereto and incorporated herein by reference as part of this Agreement, the Company hereby awards
as of the Grant Date to the Participant the shares of the Company’s restricted Common Stock (the “Restricted
Stock”) described below (the “Restricted Stock Award”) pursuant to the Icagen, Inc. 2018
Stock Incentive Plan (the “Plan”). Capitalized terms that are not otherwise defined in this Agreement
shall have the meanings given to such terms in the Plan.


 


	Participant: 	[      ]
	 	 
	Grant Date:	[      ]
	 	 
	
        Total Number of Shares of 

        Restricted Stock Awarded: 
	[     ]
	 	 
	Vesting Schedule:	The Restricted Stock shall vest according to the Vesting Schedule attached hereto as Schedule 1. The Restricted Stock that become vested on each Vesting Date pursuant to the Vesting Schedule are herein referred to as the “Vested Restricted Stock.”


 


The Restricted Stock is awarded under and
governed by the terms and conditions of this Restricted Stock Agreement and the Plan, which is incorporated herein by reference.
By signing below, the Participant accepts the Restricted Stock Award, acknowledges receipt of a copy of the Plan and this Restricted
Stock Agreement, and agrees to the terms thereof.


 


	 	 	ICAGEN, INC.:
	[NAME OF PARTICIPANT]	 	 	 
	 	 	 	 
	 	 	By: 	                 
	(Signature)	 	 	 
	 	 	Name:  	 
	 	 	 	 
	Address: 	             	 	Title: 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 






     


     


    




 


ADDITIONAL TERMS AND CONDITIONS OF


ICAGEN, INC.


RESTRICTED STOCK AGREEMENT


 


1. Restricted Stock
Held in Plan Name. The 2018 STOCK INCENTIVE PLAN


 


Restricted Stock shall
be issued in the name of the 2018 Stock Incentive Plan (“Plan” and held for the account and benefit of the Participant.
The Committee (as defined in the Plan) shall cause periodic statements of account to be delivered to the Participant, at such time
or times as the Committee may determine in its sole discretion, showing the number of Restricted Stock held by the Plan on behalf
of the Participant. Subject to other Additional Terms and Conditions, the Committee shall cause one or more certificates to be
delivered to the Participant as soon as administratively practicable following the date that all or any portion of the Restricted
Stock become Vested Restricted Stock.


 


2. Condition to
Delivery of Vested Restricted Stock.


 


(a) If Participant
makes a timely election pursuant to Section 83(b) of the Code, it is a condition to receiving the Vested Restricted Stock
that Participant must deliver to the Company, within thirty (30) days of making the election pursuant to said Section 83(b)
as to all or any portion of the Restricted Stock, either cash or a certified check payable to the Company in the amount of all
of the tax withholding obligations (whether federal, state or local), imposed on the Company by reason of the making of an election
pursuant to said Section 83(b).


 


(b) If the Participant
does not make a timely election pursuant to Section 83(b) of the Code as to all of the Restricted Stock, the Participant may
notify the Company in writing, which notice must be received by the Company at least thirty (30) days prior to the date Restricted
Stock become Vested Restricted Stock (or such later date as the Committee may permit), that the Participant wishes to pay in cash
all of the tax withholding obligations (whether federal, state or local) imposed on the Company by reason of the vesting of some
or all of the Restricted Stock. As a condition to receiving the Vested Restricted Stock, Participant must deliver to the Company
no later than three (3) business days of the vesting either cash or a certified check payable to the Company in the amount
of all of the tax withholding obligations (whether federal, state or local) imposed on the Company by reason of the vesting of
the Vested Restricted Stock to which the election applies.


 


(c) If the Participant
does not make a timely election pursuant to Section 83(b) of the Code as provided in Section 2(a), or deliver a timely
election to make a supplemental payment with cash or by certified check for tax withholding obligations as provided in Section 2(b)
as to all or a portion of the Vested Restricted Stock, Participant will be deemed to have elected to have the actual number of
Vested Restricted Stock reduced by the smallest number of whole shares of underlying Common Stock which, when multiplied by the
fair market value of the underlying Common Stock, as determined by the Committee, on the date of the vesting event is sufficient
to satisfy the amount of the tax withholding obligations imposed on the Company by reason of the vesting of such Vested Restricted
Stock (the “Withholding Election”). Participant understands and agrees that Participant’s acceptance
of this Restricted Stock Award will be deemed to be Participant’s election to make a Withholding Election pursuant to this
Section 2(c) and such other consistent terms and conditions prescribed by the Committee.


 






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(d) In addition to
the provisions of Sections 2(a)-(c), if Participant is terminated by the Company other than for Cause and has not made a timely
election pursuant to Section 83(b) of the Code, Participant will be deemed to have elected to have the actual number of Restricted
Stock that will vest pursuant to the terms of the Plan reduced by the smallest number of whole shares of the underlying Common
Stock which, when multiplied by the fair market value of the underlying Common Stock, as determined by the Committee, is sufficient
to satisfy the amount of the tax withholding obligations imposed on the Company by reason of the vesting of such Restricted Stock.
The date for the withholding will be the date the tax withholding obligation is imposed on the Company, as determined by the Company.
A stock certificate for such Restricted Stock (net of any tax withholdings) will be issued and held by the Company and delivered
to Participant after the Vesting Date or as otherwise provided herein. Participant understands and agrees that Participant’s
acceptance of this Restricted Stock Award will be deemed to be Participant’s election to make a tax withholding election
pursuant to this Section 2(d) and such other consistent terms and conditions prescribed by the Committee.


 


(e) The Committee
reserves the right to give no effect to a withholding election under Sections 2(c) or (d) in which case the Participant will remain
obligated as a condition to receiving the Vested Restricted Stock to satisfy applicable tax withholding obligations with cash or
by a certified check in the manner provided by the Committee. If the Committee elects not to give effect to a withholding election
under Sections 2(c) or (d) , it shall provide the Participant with written notice reasonably in advance of the applicable
vesting event.


 


3. Rights as Stockholder.
The Restricted Stock will be held for the Participant by the Company until the applicable Vesting Date. Participant shall have
all the rights of a stockholder on shares of Restricted Stock that vest. With respect to unvested Restricted Stock: (a) Participant
shall have the right to vote such shares at any meeting of stockholders of the Company; (b) Participant shall have and the right
to receive, free of vesting restrictions (but subject to applicable withholding taxes) all cash dividends paid with respect to
such shares; and (c) any non-cash dividends and other non-cash proceeds of such shares, including stock dividends and any other
securities issued or distributed in respect of such shares shall be subject to the same vesting and forfeiture conditions, as the
shares of Restricted Stock to which they relate, and the term “Restricted Stock” when used in this Agreement shall
also include any related stock dividends and other securities issued or distributed in respect of such shares.


 


4. Vesting, Forfeiture
and Restrictions on Transfer of Restricted Stock.


 


(a) Generally.
The shares of Restricted Stock which have become Vested Restricted Stock pursuant to the Vesting Schedule shall be considered as
fully earned by the Participant, subject to the further provisions of this Section 4 and any applicable provisions of any
employment agreement between the Participant and the Company (“Employment Agreement”), provided that
the Company shall continue to hold the shares of Vested Restricted Stock on behalf of the Participant pending disposition pursuant
to Section 4(d). Any Restricted Stock that do not become Vested Restricted Stock in accordance with the Vesting Schedule or the
provisions of this Section 4 as of the Participant’s termination of employment (“Termination of Employment”)
(as described in Section 7 of the Plan) with the Company and/or its affiliates will be forfeited and transferred back to the Company.


 


(b) Vesting and
Forfeitures upon Termination of Employment or Service and/or Change in Control.


 


(i) Termination
by Participant. Except as provided in Section 4(b)(ii), upon a Termination of Employment or termination of service prior to
the Vesting Date effected by the Participant for any reason other than “Good Reason” (as defined in the Employment
Agreement or if not defined in the Employment Agreement then without Cause as defined in the Plan) all unvested Restricted Stock
shall be forfeited as of the effective date of such Termination of Employment.


 


(ii) Termination
of Employment or Service; Change in Control. Subject to the provisions of Section 7 (Termination of Employment) of the Plan,
the Restricted Stock shall become vested to the extent and at the time or times set forth in the Vesting Schedule. In the event
of a Change in Control, Participant’s death, Disability, Retirement or termination by the Company without Cause, all Restricted
Stock shall become fully vested immediately prior to the effective date of a Change in Control or such other event provided Participant
is still employed by, or providing services to, the Company or any of its subsidiaries immediately prior to the effective date
of the Change in Control or such other event.


 






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(c) Certain Breaches
of Employment Agreement. Notwithstanding anything to the contrary herein, if, at any time, the Company determines that the
Participant has breached any of the terms, provisions and restrictions imposed upon Participant under the Employment Agreement
(if any), all of the Restricted Stock, other than any shares of Restricted Stock that have become Vested Restricted Stock, shall
be forfeited. Such forfeiture shall occur without limiting the Company’s other rights and remedies available under the Employment
Agreement.


 


(d) Restrictions
on Transfer of Restricted Stock. Participant shall effect no disposition of Restricted Stock until all restrictions on the
Restricted Stock have lapsed; provided, however, that this provision shall not preclude a transfer by will or the laws of descent
and distribution in the event of the death of the Participant.


 


(e) Legends.
Participant agrees that the Company may endorse any certificates for Restricted Stock or Vested Restricted Stock with such legends
to reflect the restrictions provided for herein or otherwise required by applicable federal or state securities laws. The Company
need not register a transfer of the Restricted Stock and may also instruct its transfer agent not to register the transfer of the
Restricted Stock unless the conditions specified in any legends are satisfied.


 


5. Removal of Legend
and Transfer Restrictions. Any restrictions, restrictive legends and any related stop transfer instructions may be removed
at the direction of the Committee and the Company shall issue necessary replacement certificates or instruct the transfer agent
to remove such restrictions or legends without that portion of the legend to the Participant as of the date that the Committee
determines that such legend(s) and/or instructions are no longer applicable. Unless otherwise determined at the time of the Grant
of the Restricted Stock and as set forth in the applicable Restricted Stock Agreement, the vesting schedule for the Restricted
Stock will be subject to the provisions of the Plan.


 


6. Change in Capitalization.


 


(a) The number and
kind of Restricted Stock shall be proportionately adjusted to reflect a merger, consolidation, reorganization, recapitalization,
reincorporation, stock split, stock dividend or other change in the capital structure of the Company in accordance with the
terms of the Plan. All adjustments made by the Committee under this Section shall be final, binding, and conclusive upon all parties.


 


(b) The existence of
the Plan and the Restricted Stock Award shall not affect the right or power of the Company to make or authorize any adjustment,
reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company,
any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution
or liquidation of the Company, any sale or transfer of all or part of its business or assets, or any other corporate act or proceeding.


 


7. Governing Law.
Except to the extent preempted by any applicable federal law, this Agreement shall be construed and administered in accordance
with the laws of the State of Delaware, without reference to its principles of conflicts of law. The parties shall resolve all
disputes, controversies and differences which may arise between the parties, out of or in relation to or in connection with this
Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope
or applicability of this Agreement to arbitrate, after discussion in good faith attempting to reach an amicable solution. Such
discussion will begin immediately after one party has delivered to the other party a request for discussion. If the dispute, controversy,
or claim cannot be resolved within 14 days following the date on which the request for discussion is delivered, then it will be
finally settled by arbitration held in Durham, North Carolina in accordance with the latest Rules of the American Arbitration Association.
Such arbitration shall be conducted by one arbitrator appointed as follows: each party will appoint one arbitrator and the appointed
arbitrators shall appoint the deciding arbitrator. The arbitration proceeding must take place within 30 days of such arbitration
request, with a final adjudication granted within 7 days of the arbitration proceeding. The decision of the tribunal shall be final
and may not be appealed. The arbitral tribunal may, in its discretion award fees and costs as part of its award. Judgment on the
arbitral award may be entered by any court of competent jurisdiction, including any court that has jurisdiction over either of
the party or any of their assets.


 






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8. Successors.
This Agreement shall be binding upon and inure to the benefit of the heirs, legal representatives, successors, and permitted assigns
of the parties.


 


9. Notice.
Except as otherwise specified herein, all notices and other communications under this Agreement shall be in writing and shall be
deemed to have been given if personally delivered or if sent by registered or certified United States mail, return receipt requested,
postage prepaid, addressed to the proposed recipient at the last known address of the recipient. Any party may designate any other
address to which notices shall be sent by giving notice of the address to the other parties in the same manner as provided herein.


 


10. Severability.
In the event that any one or more of the provisions or portion thereof contained in this Agreement shall for any reason be held
to be invalid, illegal, or unenforceable in any respect, the same shall not invalidate or otherwise affect any other provisions
of this Agreement, and this Agreement shall be construed as if the invalid, illegal or unenforceable provision or portion thereof
had never been contained herein.


 


11. Entire Agreement.
Subject to the terms and conditions of the Plan, and the applicable provisions of the Employment Agreement (if any), this Agreement
expresses the entire understanding and agreement of the parties with respect to the subject matter. In the event of any conflict
between the provisions of the Plan and the terms of this Agreement, the provisions of the Plan will control. The Restricted Stock
Award has been made pursuant to the Plan and an administrative record is maintained by the Committee indicating under which plan
the Restricted Stock Award is authorized.


 


12. Violation.
Any disposition of the Restricted Stock or any portion thereof shall be a violation of the terms of this Agreement and shall be
void and without effect.


 


13. Headings.
Paragraph headings used herein are for convenience of reference only and shall not be considered in construing this Agreement.


 


14. Specific Performance.
In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement,
the party or parties who are thereby aggrieved shall have the right to specific performance and injunction in addition to any and
all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative.


 


15. No Right to
Continued Retention. Neither the establishment of the Plan nor the award of Restricted Stock hereunder shall be construed as
giving Participant the right to a continued service relationship with the Company or an affiliate.


 


16. Definitions.
Any terms which are capitalized herein but not defined herein shall have the meaning set forth in the Plan.


 


*****


 






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SCHEDULE 1


TO ICAGEN, INC.


RESTRICTED STOCK AWARD


(Under the 2018 Stock Incentive Plan)


 


Vesting Schedule 


 


	A.	Provided that the Participant continues to be employed by the Company or any affiliate on the applicable Vesting Date described in this Schedule 1, the Restricted Stock shall become Vested Restricted Stock as follows:


 


	Percentage of Restricted Stock Vesting	 	Vesting Date
	 	 	 
	 	 	 


 


Notwithstanding the foregoing vesting schedule,
the events described in Section 4(b)(ii) of the Additional Terms and Conditions to the Agreement, the Plan, and any change in control
provisions of any Employment Agreement, provide for accelerated vesting of all or a portion of the Restricted Stock to the extent
and in the manner described by such provisions. Except as otherwise provided in Section 4(b)(ii) of the Additional Terms and Conditions
to the Agreement, the Plan, and any change in control provisions of any Employment Agreement, all Restricted Stock shall be forfeited
if the Participant experiences a Termination of Employment prior to the Vesting Date.


 


	B.	The provisions of this Vesting Schedule are subject to, and limited by, all applicable provisions of the Agreement 


  


Schedule 1 – Page 1 of 1