Exhibit
10.21


 


RESTRICTED
STOCK AWARD AGREEMENT


 


CINGULATE
INC.


 


This
Restricted Stock Award Agreement (the “Agreement”), dated as of the “Award Date” set forth in the attached
Exhibit A (the “Award Date”), is entered into between Cingulate Inc., a Delaware corporation (the “Company”),
and the individual named in Exhibit A hereto (the “Awardee”).


 


WHEREAS,
the Company desires to provide the Awardee an incentive to participate in the success and growth of the Company through the opportunity
to earn a proprietary interest in the Company; and


 


WHEREAS,
to give effect to the foregoing intention, the Company desires to grant the Awardee a Restricted Stock Award, pursuant to the Cingulate
Inc. 2021 Omnibus Equity Incentive Plan (the “Plan”);


 


NOW,
THEREFORE, in consideration of the mutual covenants hereinafter set forth and for good and valuable consideration, the parties hereto
agree as follows:


 


1.
Award. The Company hereby awards the Awardee a Restricted Stock Award for the number of restricted shares of Common Stock (each
a “Restricted Share” and collectively the “Restricted Shares”) set forth in Exhibit A hereto,
subject to the terms and conditions set forth herein and the provisions of the Plan, the terms of which are incorporated herein by reference.
Capitalized terms used but not otherwise defined in this Agreement shall have the meanings as set forth in the Plan.


 


2.
Restrictions on Sale or Other Transfer. Each Restricted Share awarded to the Awardee pursuant to this Agreement shall be subject
to acquisition by the Company and may not be sold, transferred, assigned or pledged or otherwise be the subject of any disposition during
the “Restriction Period” as defined below. Each Restricted Share shall be held physically or in book entry form with the
Company’s transfer agent until the restrictions set forth above with respect to such Restricted Share lapse in accordance with
the provisions of Section 3 or until such Restricted Share is forfeited pursuant to Section 3. Restricted Shares shall be delivered to
the Awardee only when and to the extent that the restrictions set forth in Section 3 with respect to such Restricted Shares lapse.


 


3.
Restriction Period. The Restricted Shares shall become vested, and the restrictions applicable to the Restricted Shares shall
lapse (such period, the “Restriction Period”) as set forth in Exhibit A. Subject to the terms of this Agreement,
the Awardee shall forfeit the Restricted Shares to the extent that the Awardee does not satisfy the applicable vesting requirements set
forth in Exhibit A.


 




    	 



    	 



    

 


4.
Rights as Shareholder. Except with respect to the restrictions set forth in Section 2 above, upon the issuance to the Awardee
of Restricted Shares hereunder, the Awardee shall have all the rights of a shareholder of Common Stock with respect to such Restricted
Shares, including the right to vote the shares and receive all dividends and other distributions paid or made with respect thereto; provided,
however, that such dividends and other distributions shall be retained by the Company for the Awardee’s account and for delivery
to the Awardee, together with the Restricted Shares as and when said restrictions and conditions shall have been satisfied, expired or
lapsed.


 


5.
Forfeiture. Except to the extent otherwise provided in Section 3, upon termination of the Awardee’s Continuous Service with
the Company and its Subsidiaries, any Restricted Shares as to which the Restriction Period has not then lapsed shall (together with any
dividends or distributions paid or declared thereon) be forfeited by Awardee and such Restricted Shares (together with any dividends
or distributions paid or declared thereon) shall thereupon be transferred to the Company at no cost to the Company.


 


6.
Government Regulations. Notwithstanding anything contained herein to the contrary, the Company’s obligation hereunder to
issue or deliver shares of Common Stock shall be subject to the terms of the Plan, all applicable laws, rules and regulations and to
such approvals by any governmental agencies or national securities exchanges as may be required.


 


7.
Investment Purpose. The Awardee represents and warrants that unless the Restricted Shares are registered under the Securities
Act of 1933, as amended (the “Securities Act”), any and all shares of Common Stock acquired by the Awardee under this
Agreement will be acquired for investment for the Awardee’s own account and not with a view to, for resale in connection with,
or with an intent of participating directly or indirectly in, any distribution of such shares of Common Stock within the meaning of the
Securities Act. The Awardee agrees not to sell, transfer or otherwise dispose of such shares unless they are either (1) registered under
the Securties Act and all applicable state securities laws, or (2) exempt from such registration in the opinion of Company counsel.


 


8.
Securities Law Restrictions. Regardless of whether the offering and sale of shares of Restricted Shares pursuant to this Agreement
and the Plan have been registered under the Securities Act, or have been registered or qualified under the securities laws of any state,
the Company at its discretion may impose restrictions upon the sale, pledge or other transfer of such shares of Common Stock (including
the placement of appropriate legends on stock certificates or the imposition of stop-transfer instructions) if, in the judgment of the
Company, such restrictions are necessary in order to achieve compliance with the Securities Act or the securities laws of any state or
any other law.


 


9.
Lock-Up Agreement. The Awardee hereby agrees that in the event that the Restriction Period lapses with respect to any of the Restricted
Shares at a time during which any directors or officers of the Company have agreed with one or more underwriters not to sell securities
of the Company, then Awardee shall enter into an agreement, in form and substance satisfactory to the Company, pursuant to which the
Awardee shall agree to restrictions on transferability of such Restricted Shares, and any Restricted Shares for which the Restriction
Period may lapse during such time, comparable to the restrictions agreed upon by such directors or officers of the Company.


 




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10.
Withholding Taxes. The Company shall have the right to require the Awardee to remit to the Company, or to withhold from amounts
payable to the Awardee, as compensation or otherwise, the minimum statutory amount required to satisfy all federal, state and local income
tax withholding requirements and the Awardee’s share of applicable employment withholding taxes (including, without limitation,
any such income or employment taxes resulting from (i) the expiration of restrictions set forth hereunder that are applicable to any
Restricted Shares or (ii) an election made by the Awardee under Section 83(b) of the Internal Revenue Code of 1986, as amended, (the
“Code”)).


 


11.
Awardee Representations. The Awardee has reviewed with the Awardee’s own tax advisors the federal, state, local and foreign
tax consequences of the transactions contemplated by this Agreement. The Awardee is relying solely on such advisors, and not on any statements
or representations of the Company or any of its agents, if any, made to the Awardee. The Awardee understands that the Awardee (and not
the Company) shall be responsible for the Awardee’s own liability arising as a result of the transactions contemplated by this
Agreement.


 


12.
Section 83(b) Election. The Awardee hereby acknowledges that the Awardee has been informed that, with respect to the Restricted
Shares, the Awardee may file an election with the Internal Revenue Service, within 30 days of the execution of this Agreement, electing
pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price of the Restricted Shares and
their fair market value on the date of purchase. Absent such an election, taxable income will be measured and recognized by the Awardee
at the time or times at which the forfeiture restrictions on the Restricted Shares lapse. The Awardee is strongly encouraged to seek
the advice of his or her own tax consultant in connection with the issuance of the Restricted Shares and the advisability of filing of
the election under Section 83(b) of the Code. THE AWARDEE ACKNOWLEDGES THAT IT IS NOT THE COMPANY’S RESPONSIBILTY, BUT RATHER
IS THE AWARDEE’S SOLE RESPONSIBILITY, TO FILE THE ELECTION UNDER SECTION 83(b) TIMELY. If the Awardee files an election under
Section 83(b) of the Code, the Awardee shall promptly furnish the Company with a copy of the election. A form of election under Section
83(b) of the Code is attached hereto as Exhibit B for reference.


 


13.
No Guarantee of Continued Service. The Awardee acknowledges and agrees that (i) nothing in this Agreement or the Plan confers
on the Awardee any right to continue in an employment, service or consulting relationship with the Company, nor shall it affect in any
way the Awardee’s right or the Company’s right to terminate the Awardee’s employment, service, or consulting relationship
at any time, with or without cause, subject to any employment or service agreement that may have been entered into by the Commpany and
the Awardee; and (ii) the Company would not have granted this Award to the Awardee but for these acknowledgements and agreements.


 




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14.
Notices. Notices or communications to be made hereunder shall be in writing and shall be delivered in person, by registered mail,
by confirmed facsimile or by a reputable overnight courier service to the Company at its principal office or to the Awardee at his or
her address contained in the records of the Company. Alternatively, notices and other communications may be provided in the form and
manner of such electronic means as the Company may permit.


 


15.
Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Award Agreement constitute the
entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and the Awardee with respect to the subject matter hereof, and may not be modified adversely to the Awardee’s
interest except by means of a writing signed by the Company and the Awardee. In the event of any conflict between this Agreement and
the Plan, the Plan shall be controlling. This Agreement shall be construed under the laws of the State of Delaware, without regard to
conflict of laws principles.


 


16.
Opportunity for Review. Awardee and the Company agree that this Award is granted under and governed by the terms and conditions
of the Plan and this Award Agreement. The Awardee has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity
to obtain the advice of counsel prior to accepting this Award Agreement and fully understands all provisions of the Plan and this Award
Agreement. The Awardee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon
any questions relating to the Plan and this Award Agreement. The Awardee further agrees to notify the Company upon any change in Awardee’s
residence address.


 


17.
Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Company and the Awardee and their respective
permitted successors, assigns, heirs, beneficiaries and representatives.


 


18.
Section 409A Compliance. To the extent that this Agreement and the award of Restricted Shares hereunder are or become subject
to the provisions of Section 409A of the Code, the Company and the Awardee agree that this Agreement may be amended or modified by the
Company, in its sole discretion and without the Awardee’s consent, as appropriate to maintain compliance with the provisions of
Section 409A of the Code.


 


19.
Recoupment. In the event the Company restates its financial statements due to material noncompliance with any financial reporting
requirements under applicable securities laws, any shares transferred pursuant to this Agreement for or in respect of the year that is
restated, or the prior three years, may be recovered to the extent the number of shares transferred exceed the number that would have
been transferred based on the restatement. In addition and without limitation of the foregoing, any amounts paid hereunder shall be subject
to recoupment in accordance with The Dodd–Frank Wall Street Reform and Consumer Protection Act and any implementing regulations
thereunder, any clawback policy adopted by the Company or as is otherwise required by applicable law or stock exchange listing conditions.


 


[Signature
Page Follows]


 




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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth in Exhibit A.


 


	 	CINGULATE
    INC.
	 	 	 
	 	By:	           
	 	Name:	 
	 	Title:	 
	 	 	 
	 	AWARDEE
	 	 	 
	 	Name:	 


 




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EXHIBIT
A


 


CINGULATE
INC.


 


RESTRICTED
STOCK AWARD AGREEMENT


 


	 	 (a).
    Awardee’s Name: ___________________________________________________
	 	 
	 	 (b).
    Award Date: _________________________________
	 	 
	 	 (c).
    Number of Restricted Shares Granted: _______________________________
	 	 
	 	 (d).
    Restriction Period:
	 	 
	 	_______
    (Initials)
	 	Awardee
	 	 
	 	_______
    (Initials)
	 	 Company
    Signatory


 




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EXHIBIT
B


 


ELECTION
UNDER SECTION 83(b)


 OF
THE INTERNAL REVENUE CODE OF 1986


 


The
undersigned taxpayer hereby makes an election pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, and the Treasury
Regulations thereunder (the “Regulations”), and in connection with this election supplies the following information:


 


1.
The name, address and taxpayer identification number of the undersigned are:


 


	 	[Name]
	 	[Address]
	 	Social
    Security Number: ___-__-____


 


2.
The election is being made with respect to [________] shares of [common stock] (the “Stock”) of Cingulate Inc, a Delaware
corporation (the “Company”).


 


3.
The date on which the Stock was transferred to the undersigned was [_______________]. The taxable year for which this election is being
made is calendar year [____].


 


4.
The property is subject to the following restrictions:


 


The
above-mentioned shares may not be transferred and are subject to forfeiture under the terms of an agreement between the taxpayer and
the Company. These restrictions lapse upon the satisfaction of certain conditions contained in such agreement.


 


Disposition
of the Stock also may be subject to restrictions imposed under applicable federal and state securities laws.


 


5.
The fair market value of the Stock at the time of transfer (determined without regard to any lapse restriction, as defined in §1.83-3(i)
of the Regulations) was $[___________].


 


6.
[The undersigned did not pay any amount for the Stock. Therefore, $[______] (the full fair market value of the Stock stated above) is
includible in the undersigned’s gross income as compensation for services.]


 


7.
A copy of this election has been furnished to the Company [and to the transferee of the Stock, if different from the taxpayer] as required
by §1.83-2(d) of the Regulations.


 


	Dated:
    ________________ 	 
	 	[taxpayer
    signature]


 




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INSTRUCTIONS
FOR FILING SECTION 83(B) ELECTION


 


Attached
is a form of election under section 83(b) of the Internal Revenue Code. If you wish to make such an election, you should complete,
sign and date the election and then proceed as follows:


 


1.
Execute three counterparts of your completed election (plus one extra counterpart for each person other than you, if any who receives
property that is the subject of your election), retaining at least one photocopy for your records.


 


2.
Send one counterpart to the Internal Revenue Service Center with which you will file your Federal income tax return for the current via
certified mail, return receipt requested. THE ELECTION SHOULD BE SENT IMMEDIATELY, AS YOU ONLY HAVE 30 DAYS FROM THE ISSUANCE/PURCHASE/GRANT
DATE WITHIN WHICH TO MAKE THE ELECTION – NO WAIVERS, LATE FILINGS OR EXTENSIONS ARE PERMITTED.


 


3.
Deliver one counterpart of the completed election to the Company for its files.


 


4.
If anyone other than you (e.g., one of your family members) will receive property that is the subject of your election, deliver one counterpart
of the completed election to each such person.


 




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