Exhibit
10.15


 


EYENOVIA,
INC.


2018 omnibus
STOCK INCENTIVE PLAN


 


RESTRICTED
STOCK AWARD AGREEMENT


 


This Restricted Stock
Award Agreement (this “Agreement”) is made by and between Eyenovia, Inc. (the “Company”)
and _____________________ (“Grantee”) effective as of the Date of Grant (as defined below). This Agreement sets
forth the terms and conditions associated with the Company’s award to Grantee of shares of Common Stock pursuant to the Eyenovia,
Inc. 2018 Omnibus Stock Incentive Plan (the “Plan”) for the number of Shares set forth below. Terms with initial
capitalized letters not explicitly defined in this Agreement but defined in the Plan will have the same definition and meaning
as in the Plan.


 


1.                 
Grant of Stock. The Company hereby agrees to issue to Grantee ____________________________ (#####) shares of Common
Stock (the “Shares”) effective as of _________ (the “Date of Grant”). All of the Shares received
by Grantee from the Company pursuant to this Agreement are subject to the terms of this Agreement, including but not limited to
an option by the Company to repurchase such Shares in certain cases. All references to the number of Shares will be appropriately
adjusted to reflect any stock split, stock dividend, or other change in capitalization that may be made by the Company after the
date of this Agreement, as provided in Section 13 of the Plan.


 


2.                 
Vesting. The Shares are unvested when granted, and will vest as described
on Exhibit A hereto, subject to Grantee’s Continuous Service with the Company or a Related Entity. Vesting will terminate
upon the termination of Grantee’s Continuous Service.


 


3.                 
Company’s Repurchase Option. In the event that a Triggering Event (as defined below) occurs, the Company will
have an option (the “Repurchase Option”) for a period of 90 days from the date of such event, to repurchase
any of the Shares that are not vested under the vesting schedule set forth on Exhibit A hereto as of the date of such Triggering
Event (the “Unvested Shares”) for no additional consideration. In the event that the Company elects to exercise
the Repurchase Option, it will be exercised by the Company by written notice to Grantee, which notice will specify the number of
Shares and the time (not later than 30 days from the date of the Company’s notice) and place for the closing of the repurchase
of the Shares. Upon delivery of such notice and payment of the purchase price, if any, in accordance with the terms herewith, the
Company will become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating
thereto, and the Company will have the right to retain and transfer to its own name the number of Shares being repurchased by the
Company. As used herein, the term “Triggering Event” means a termination of Grantee’s Continuous Service
with the Company or a Related Entity for any reason.


 


4.                 
Release of Shares from Repurchase Option. In the event the Repurchase
Option is triggered pursuant to a Triggering Event and the Company (or its assigns) fails to exercise the Company’s option
for the repurchase of any or all of the Shares then, upon the expiration of the 90-day option period, any and all such Shares not
repurchased by the Company will be released from the Repurchase Option. Upon the release of the Repurchase Option, any Unvested
Shares will immediately vest.


 


5.                 
Ownership Rights. Grantee, as beneficial owner of the Shares, will have full voting rights with respect to the Shares
during and after the vesting period, except to the extent repurchased pursuant to the Repurchase Option. Grantee will be entitled
to receive dividends with respect to Unvested Shares prior to the vesting of such Shares as follows: (a) any regular cash dividends
paid with respect to an Unvested Share will be retained by the Company and will be paid to Grantee, without interest, within thirty
(30) days after the associated Share vests as provided in Section 2 hereof, and will be forfeited if and when the associated Share
is repurchased, and (b) any property (other than cash) distributed with respect to an Unvested Share (including without limitation
a distribution of stock by reason of a stock dividend, stock split, or otherwise, or a distribution of other securities with respect
to an associated Share) will be subject to the restrictions of this Agreement in the same manner and for so long as the associated
Share remains subject to those restrictions, and will be forfeited if and when the associated Share is repurchased or will vest
if and when the associated Share vests. If any Shares are repurchased pursuant to the Repurchase Option, then, on the date of such
repurchase, Grantee will no longer have any rights as a stockholder with respect to such repurchased Shares or any interest therein.


 






     


    


    

 


6.                 
Conditions to Issuance of Shares.


 


(a)              
If required by the Administrator in its discretion, Grantee will execute a joinder agreement (in form acceptable to
the Administrator) such that Grantee will become a party to any stockholders agreement, investor rights agreement, or similar agreement
as may be entered into from time to time by and among the Company and the holders of the Company’s stock. Any such agreement
may contain restrictions on the transferability of the Shares (such as a right of first refusal or a prohibition on transfer) and
such shares may be subject to call rights and drag-along rights of the Company and certain of its stockholders. The Company will
also have any repurchase rights set forth in such agreements, the Plan or this Agreement, if any.


 


(b)             
No Shares will be issued pursuant to this Agreement unless and until all then applicable requirements imposed by federal
and state securities and other laws, rules and regulations and by any regulatory agencies having jurisdiction, and by any exchanges
upon which the Shares may be listed, have been fully met. The Company may impose such conditions on any Shares issuable pursuant
to this Agreement as it may deem advisable, including, without limitation, restrictions under the Securities Act of 1933, as amended,
under the requirements of any exchange upon which shares of the same class are then listed and under any blue sky or other securities
laws applicable to those Shares.


 


7.                 
Restrictive Legends. The Shares will bear appropriate legends as determined by the Company.


 


8.                 
Restrictions on Transfer. Except for (a) a transfer to a Permitted Transferee (as defined below) made in compliance
with the Applicable Laws, or (b) a transfer pursuant to the laws of descent and distribution upon Grantee’s death made in
compliance with the Applicable Laws, none of the Unvested Shares or any beneficial interest therein may be transferred, pledged,
hypothecated, encumbered or otherwise disposed of in any way. For purposes of this Agreement, “Permitted Transferee”
shall mean Grantee’s spouse, lineal ancestors or descendants, natural or adopted, and a spouse of a lineal ancestor or descendant,
or a trust for the sole benefit of such persons or any of them. All transferees of Shares or any interest therein (including Permitted
Transferees) will receive and hold such Shares or interest subject to the provisions of this Agreement, and will agree in writing
to take such Shares or interest therein subject to all the terms of this Agreement, including restrictions on further transfer.
Any sale or transfer of the Company’s Shares will be void unless the provisions of this Agreement are met.


 


9.                 
Tax Consequences.


 


(a)              
Grantee has reviewed with Grantee’s own tax advisors the federal, state, local and foreign (if applicable) tax
consequences of the grant of the Shares and the transactions contemplated by this Agreement. Grantee is relying solely on such
advisors and not on any statements or representations of the Company or any of its agents. Grantee (and not the Company) will be
responsible for Grantee’s own tax liability that may arise as a result of this investment or the transactions contemplated
by this Agreement.


 


(b)             
Grantee understands that Section 83 of the Code taxes as ordinary income the difference between the amount paid for
the Shares and the fair market value of the Shares as of the date any restrictions on the Shares lapse. Grantee understands that
he/she may elect to be taxed at the time the Shares are received rather than when and as the Repurchase Option expires by filing
an election under Section 83(b) of the Code with the I.R.S. within 30 days from the date of transfer of the Shares. If Grantee
makes any tax election relating to the treatment of the Shares under the Code, at the time of such election Grantee will promptly
notify the Company of such election.


 


(c)              
GRANTEE ACKNOWLEDGES THAT IT IS GRANTEE’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S OR ITS REPRESENTATIVES’
TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF GRANTEE REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING
ON GRANTEE’S BEHALF.


 






    


    


    

 


(d)             
Grantee understands that, at the time that the Shares are granted, or at the time of vesting, Grantee may incur tax
obligations under federal, state, local, and/or foreign law, and the Company may be required to withhold amounts from Grantee’s
compensation or otherwise collect from Grantee related to such obligations. Grantee agrees that the Company (or a Related Entity)
may satisfy such withholding obligations relating to the Shares by any of the following means or by a combination of such means,
in the Company’s discretion: (i) withholding from any compensation otherwise payable to Grantee by the Company; (ii) causing
Grantee to tender a cash payment; or (iii) withholding Shares with a Fair Market Value (measured as of the date the tax withholding
obligations are to be determined) equal to the amount of such tax withholding obligations from the Shares otherwise issuable to
Grantee; provided, however, that the number of such Shares so withheld will not exceed the amount necessary to satisfy the Company’s
required tax withholding obligations using the applicable statutory withholding rates for federal, state, local and foreign tax
purposes, including payroll taxes as determined by the Administrator (or such lesser amount as may be necessary to avoid classification
of the Shares as a liability for financial accounting purposes). Grantee understands that all matters with respect to the total
amount of taxes to be withheld in respect of such compensation income will be determined by the Company in its reasonable discretion.
Grantee further understands that, although the Company will pay withheld amounts to the applicable taxing authorities, Grantee
remains responsible for payment of all taxes due as a result of income arising under the Agreement.


 


10.             
Award Not a Service Contract. This Agreement is not employment or service
contract, and nothing in this Agreement creates or will be deemed to create in any way whatsoever any obligation on Grantee’s
part to continue in the service of the Company or a Related Entity, or of the Company or a Related Entity to continue Grantee’s
service.


 


11.             
Governing Plan Document. This Agreement is subject to all the provisions
of the Plan, the provisions of which are hereby made a part of this Agreement, and is further subject to all interpretations, amendments,
rules and regulations, which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict
between the provisions of this Agreement and those of the Plan, the provisions of the Plan shall control.


 


12.             
Miscellaneous. 


 


(a)              
Notices. Any notice, demand or request required or permitted to be given pursuant to the terms of this Agreement
shall be in writing and shall be deemed given when delivered personally, one day after deposit with a recognized international
delivery service (such as FedEx), or three days after deposit in the U.S. mail, first class, certified or registered, return receipt
requested, with postage prepaid, in each case addressed to the parties at the addresses of the parties set forth at the end of
this Agreement or such other address as a party may designate by notifying the other in writing.


 


(b)             
Successors and Assigns. The rights and obligations of the Company and Grantee hereunder will be binding upon,
inure to the benefit of and be enforceable against their respective successors and assigns, legal representatives and heirs. Whenever
the Company has the right to repurchase Shares hereunder, whether pursuant to the Repurchase Option or otherwise, the Company may
designate and assign to one or more assignees the right to exercise all or part of the Company’s repurchase rights under
this Agreement to purchase all or a part of such Shares.


 


(c)              
Severability. The provisions of this Agreement are severable, and if any one or more provisions are determined
to be illegal or otherwise unenforceable, in whole or in part, then the remaining provisions will nevertheless be binding and enforceable.


 


(d)             
Amendment. Except as otherwise provided in the Plan, this Agreement will not be amended unless the amendment
is agreed to in writing by both Grantee and the Company.


 


(e)              
Choice of Law. This Agreement shall be construed and enforced in accordance with and governed by the laws of
the State of Delaware, without giving effect to the choice of law rules of any jurisdiction.


 


(f)               
Entire Agreement. This Agreement, along with the Plan, constitutes the entire agreement between the parties hereto
with regard to the subject matter hereof, and supersedes any other agreements, representations or understandings (whether oral
or written and whether express or implied) that relate to such subject matter.


 




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IN WITNESS WHEREOF, the
Company and Grantee have executed this Restricted Stock Award Agreement effective as of the Date of Grant.


 





	 	COMPANY:
	 	 	 	 
	 	Eyenovia, Inc.
	 	 	 	 
	 	By:	 	 
	 	Name:	    	 
	 	Title:	 	 
	 	 	 	 
	 	Address: 	         	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	GRANTEE:
	 	 	 	 
	 	[NAME]
	 	 	 	 
	 	 	 (SEAL)
	 	 	 	 
	 	Address:	 	 
	 	 	 	 
	 	 	 	 


 




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EXHIBIT
A


 


VESTING SCHEDULE


 


The
Shares are unvested when granted, and will vest as described below, subject to Grantee’s Continuous Service with the Company
or a Related Entity through the applicable vesting dates. Vesting will terminate upon the termination of Grantee’s Continuous
Service.


 


For
purposes of this Exhibit A, the “Vesting Commencement Date” is __________.


 


[Add
vesting schedule]