Exhibit 10.4b


 




WINC, INC.


 


2021 INCENTIVE AWARD PLAN





 


RESTRICTED STOCK
Unit Grant Notice


 


Winc, Inc., a Delaware corporation
(the “Company”), has granted to the participant listed below (“Participant”) the Restricted
Stock Units (the “RSUs”) described in this Restricted Stock Unit Grant Notice (this “Grant Notice”),
subject to the terms and conditions of the Winc, Inc. 2021 Incentive Award Plan (as amended from time to time, the “Plan”)
and the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”), both of which
are incorporated into this Grant Notice by reference. Capitalized terms not specifically defined in this Grant Notice or the Agreement
have the meanings given to them in the Plan.


 


	Participant:	[To be specified]
	Grant Date:	[To be specified]
	Number of RSUs:	[To be specified]
	Vesting Commencement Date:	[To be specified]
	Vesting Schedule:	[To be specified]
	 	 


By accepting (whether in writing,
electronically or otherwise) the RSUs, Participant agrees to be bound by the terms of this Grant Notice, the Plan and the Agreement. Participant
has reviewed the Plan, this Grant Notice and the Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior
to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice and the Agreement. Participant hereby
agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under
the Plan, this Grant Notice or the Agreement.


 


	WINC, INC. 	 	PARTICIPANT
	 	 	 
	By:		 	
	 	 	 	 
	Name:    		 	[Participant Name]
	 	 	 	 
	Title:		 	 


 






    


     


    

 


Exhibit A


 


RESTRICTED STOCK
UNIT AGREEMENT


 


Capitalized terms not specifically
defined in this Restricted Stock Unit Agreement (this “Agreement”) have the meanings specified in the Grant
Notice or, if not defined in the Grant Notice, in the Plan.


 


Article
I.

general


 


1.1            Award
of RSUs. The Company has granted the RSUs to Participant effective as of the Grant Date set forth in the Grant Notice (the “Grant
Date”). Each RSU represents the right to receive one Share as set forth in this Agreement. Participant will have no right
to the distribution of any Shares until the time (if ever) the RSUs have vested.


 


1.2            Incorporation of Terms of Plan. The RSUs are subject to the terms and conditions set forth in this Agreement and the Plan,
which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan
will control.


 


1.3             Unsecured Promise. The RSUs will at all times prior to settlement represent an unsecured Company obligation payable only
from the Company’s general assets.


 


Article
II.

VESTING; forfeiture AND SETTLEMENT


 


2.1            Vesting; Forfeiture. The RSUs will vest according to the vesting schedule in the Grant Notice except that any fraction of
an RSU that would otherwise be vested will be accumulated and will vest only when a whole RSU has accumulated. In addition, upon Participant’s
Termination of Service due to Participant’s death or Disability, in either case, on or after the first anniversary of Participant’s
employment or service commencement date, the then-unvested RSUs will vest in full. In the event of Participant’s Termination of
Service for any other reason, all unvested RSUs will immediately and automatically be cancelled and forfeited, except as otherwise determined
by the Administrator or provided in a binding written agreement between Participant and the Company.


 


2.2           Settlement.


 


(a)               
The RSUs will be paid in Shares as soon as administratively practicable after the vesting of the applicable RSU, but in no event
later than March 15 of the year following the year in which the RSU’s vesting date occurs.


 


(b)               
Notwithstanding the foregoing, the Company may delay any payment under this Agreement that the Company reasonably determines would
violate Applicable Law until the earliest date the Company reasonably determines the making of the payment will not cause such a violation
(in accordance with Treasury Regulation Section 1.409A-2(b)(7)(ii)); provided the Company reasonably believes the delay will not result
in the imposition of excise taxes under Section 409A.


 






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Article
III.

TAXATION AND TAX WITHHOLDING


 


3.1            Representation.
Participant represents to the Company that Participant has reviewed with Participant’s own tax advisors the tax consequences of
this award of RSUs (the “Award”) and the transactions contemplated by the Grant Notice and this Agreement.
Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.


 


3.2           Tax Withholding.


 


(a)           Subject
to Section 3.2(b), payment of the withholding tax obligations with respect to the Award may be by any of the following, or a combination
thereof, as determined by [the Company in its sole discretion / Participant or the Administrator]1:


 


(i)               Cash
or check;


 


(ii)             
In whole or in part by delivery of Shares, including Shares delivered by attestation and Shares retained from the Award
creating the tax obligation, valued at their fair market value on the date of delivery; or


 


(iii)           
Subject to Section 10.17 of the Plan, [delivery (including electronically or telephonically to the extent permitted by the
Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient
funds to satisfy the applicable tax withholding obligations] / [delivery (including electronically or telephonically to the extent permitted
by the Company) by Participant to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company
that Participant has placed a market sell order with such broker with respect to Shares then-issuable upon settlement of the Award, and
that the broker has been directed to deliver promptly to the Company funds sufficient to satisfy the applicable tax withholding obligations;
provided, that payment of such proceeds is then made to the Company at such time as may be required by the Administrator]2.


 


(b)              Unless
[the Company / Participant or the Administrator] otherwise determines, the Company shall withhold, or cause to be withheld, Shares otherwise
vesting or issuable under this Award in satisfaction of any applicable withholding tax obligations. [In addition, in the event Participant
is an officer for purposes of Section 16(b) of the Exchange Act when the RSUs are paid, then the Company shall withhold, or cause to
be withheld, Shares otherwise vesting or issuable under this Award in satisfaction of any applicable withholding tax obligations.]3
The number of Shares which may be so withheld or surrendered shall be limited to the number of Shares which have a fair
market value on the date of withholding no greater than the aggregate amount of such liabilities based on the maximum individual statutory
withholding rates in Participant’s applicable jurisdictions for federal, state, local and foreign income tax and payroll tax purposes
that are applicable to such taxable income.


 


(c)              Subject
to Section 9.5 of the Plan, the applicable tax withholding obligation will be determined based on Participant’s Applicable Withholding
Rate. Participant’s “Applicable Withholding Rate” shall mean (i) if Participant is subject to Section
16 of the Exchange Act, the greater of (A) the minimum applicable statutory tax withholding rate or (B) with Participant’s consent,
the maximum individual tax withholding rate permitted under the rules of the applicable taxing authority for tax withholding attributable
to the underlying transaction, or (ii) if Participant is not subject to Section 16 of the Exchange Act, the minimum applicable statutory
tax withholding rate or such other higher rate approved by the Company; provided, however, that (i) in no event shall Participant’s
Applicable Withholding Rate exceed the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding
(or such other rate as may be required to avoid the liability classification of the applicable award under generally accepted accounting
principles in the United States of America); and (ii) the number of Shares tendered or withheld, if applicable, shall be rounded up to
the nearest whole Share sufficient to cover the applicable tax withholding obligation, to the extent rounding up to the nearest whole
Share does not result in the liability classification of the RSUs under generally accepted accounting principles.


 


 














1 
 NTD: “Participant or the Administrator” for Section 16 individuals. “The Company” for non-Section 16
individuals.


 


2
 NTD: Use second bracketed language for Section 16 individuals.


 


3
 NTD: Use in agreements for non-Section 16 individuals.



 






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(d)              Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the RSUs,
regardless of any action the Company or any Subsidiary takes with respect to any tax withholding obligations that arise in connection
with the RSUs. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax withholding
in connection with the awarding, vesting or payment of the RSUs or the subsequent sale of Shares. The Company and its Subsidiaries do
not commit and are under no obligation to structure the RSUs to reduce or eliminate Participant’s tax liability.


 


Article
IV.

other provisions


 


4.1             Adjustments.
Participant acknowledges that the RSUs and the Shares subject to the RSUs are subject to adjustment, modification and termination in
certain events as provided in this Agreement and the Plan.


 


4.2            Clawback. The Award and the Shares issuable hereunder shall be subject to any clawback or recoupment policy in effect on
the Grant Date or as may be adopted or maintained by the Company following the Grant Date, including the Dodd-Frank Wall Street Reform
and Consumer Protection Act and any rules or regulations promulgated thereunder.


 


4.3             Notices. Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the
Company in care of the Company’s General Counsel at the Company’s principal office or the General Counsel’s then-current
email address or facsimile number. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed
to Participant (or, if Participant is then deceased, to the Designated Beneficiary) at Participant’s last known mailing address,
email address or facsimile number in the Company’s personnel files. By a notice given pursuant to this Section, either party may
designate a different address for notices to be given to that party. Any notice will be deemed duly given when actually received, when
sent by email, when sent by certified mail (return receipt requested) and deposited with postage prepaid in a post office or branch post
office regularly maintained by the United States Postal Service, when delivered by a nationally recognized express shipping company or
upon receipt of a facsimile transmission confirmation.


 


4.4           
Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction
of this Agreement.


 


4.5            
Conformity to Securities Laws. Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended
to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary
to conform to Applicable Laws.


 


4.6            Successors
and Assigns. The Company may assign any of its rights under this Agreement to a single or multiple assignees, and this Agreement
will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in this
Agreement or the Plan, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives,
successors and assigns of the parties hereto.


 






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4.7           
Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant
is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement and the RSUs will be subject to any additional
limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that
are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended
as necessary to conform to such applicable exemptive rule.


 


4.8            Entire Agreement; Amendment. The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the
entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with
respect to the subject matter hereof. To the extent permitted by the Plan, this Agreement may be wholly or partially amended or otherwise
modified, suspended or terminated at any time or from time to time by the Administrator or the Board; provided, however, that except as
may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall materially and adversely
affect the RSUs without the prior written consent of Participant.


 


4.9            Agreement
Severable. In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid, the provision will be
severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions
of the Grant Notice or this Agreement.


 


4.10          Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein
provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed
as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will have only the rights
of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the RSUs,
and rights no greater than the right to receive cash or the Shares as a general unsecured creditor with respect to the RSUs, as and when
settled pursuant to the terms of this Agreement.


 


4.11          Not
a Contract of Employment. Nothing in the Plan, the Grant Notice or this Agreement confers upon Participant any right to continue
in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its
Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason
whatsoever, with or without cause, except to the extent expressly provided otherwise in a written agreement between the Company or a
Subsidiary and Participant.


 


4.12          Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature,
subject to Applicable Law, each of which will be deemed an original and all of which together will constitute one instrument.


 


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