Exhibit
4.8


 


BARFRESH
FOOD GROUP INC.


 


RESTRICTED
STOCK UNIT AGREEMENT


 


This
Restricted Stock Unit Agreement (this “Agreement”) is made and entered into as of ___________ (the “Grant
Date”) by and between BARFRESH FOOD GROUP INC., a Delaware corporation (the “Company”) and Cameron
Barker (the “Grantee”).


 


WHEREAS,
the Company has adopted the 2015 Equity Incentive (the “Plan”) pursuant to which awards of Restricted Stock
Units may be granted; and


 


WHEREAS,
the Committee has determined that it is in the best interests of the Company and its shareholders to grant the award of Restricted Stock
Units provided for herein.


 


NOW,
THEREFORE, the parties hereto, intending to be legally bound, agree as follows:


 


1.
Grant of Restricted Stock Units.


 


1.1
Pursuant to Section 10 of the Plan, the Company hereby issues to the Grantee on the Grant Date an Award consisting of, in the aggregate,
________ Restricted Stock Units (the “Restricted Stock Units”). Each Restricted Stock Unit represents the right
to receive one share of Common Stock, subject to the terms and conditions set forth in this Agreement and the Plan. Capitalized terms
that are used but not defined herein have the meaning ascribed to them in the Plan.


 


2.
Consideration.
The grant of the Restricted Stock Units is made in consideration of the services to be rendered by the Grantee to the Company.


 


3.
Vesting.


 


Except
as otherwise provided herein, provided that the Grantee remains in Continuous Service through the applicable vesting date, and further
provided that any additional conditions and performance goals set forth in Schedule I have been satisfied, the Restricted Stock Units
will vest in accordance with the following schedule (the period during which restrictions apply, the “Restricted Period”):


 


	Vesting
    Date	Number
    of Restricted Stock Units That Vest
	_______________	________%


 


Once
vested, the Restricted Stock Units become “Vested Units.”


 


3.1
The foregoing vesting schedule notwithstanding, if the Grantee’s Continuous Service terminates for any reason at any time before
all of his or her Restricted Stock Units have vested, the Grantee’s unvested Restricted Stock Units shall be automatically forfeited
upon such termination of Continuous Service and neither the Company nor any Affiliate shall have any further obligations to the Grantee
under this Agreement.


 




    	 



     


    

 


4.
Restrictions.
Subject to any exceptions set forth in this Agreement or the Plan, during the Restricted Period and until such time as the Restricted
Stock Units are settled in accordance with Section 6, the Restricted Stock Units or the rights relating thereto may not be assigned,
alienated, pledged, attached, sold or otherwise transferred or encumbered by the Grantee. Any attempt to assign, alienate, pledge, attach,
sell or otherwise transfer or encumber the Restricted Stock Units or the rights relating thereto shall be wholly ineffective and, if
any such attempt is made, the Restricted Stock Units will be forfeited by the Grantee and all of the Grantee’s rights to such units
shall immediately terminate without any payment or consideration by the Company.


 


5.
Rights as Shareholder; Dividend Equivalents.


 


5.1
The Grantee shall not have any rights of a shareholder with respect to the shares of Common Stock underlying the Restricted Stock Units
unless and until the Restricted Stock Units vest and are settled by the issuance of such shares of Common Stock.


 


5.2
Upon and following the settlement of the Restricted Stock Units, the Grantee shall be the record owner of the shares of Common Stock
underlying the Restricted Stock Units unless and until such shares are sold or otherwise disposed of, and as record owner shall be entitled
to all rights of a shareholder of the Company (including voting rights).


 


5.3
The Grantee shall not be entitled to any Dividend Equivalents with respect to the Restricted Stock Units to reflect any dividends payable
on shares of Common Stock.


 


6.
Settlement of Restricted Stock Units.


 


6.1
Subject to Section 9 hereof, promptly following the vesting date, and in any event no later than March 15 of the calendar year following
the calendar year in which such vesting occurs, the Company shall (a) issue and deliver to the Grantee the number of shares of Common
Stock equal to the number of Vested Units; and (b) enter the Grantee’s name on the books of the Company as the shareholder of record
with respect to the shares of Common Stock delivered to the Grantee.


 


6.2
If the Grantee is deemed a “specified employee” within the meaning of Section 409A of the Code, as determined by the Committee,
at a time when the Grantee becomes eligible for settlement of the RSUs upon his “separation from service” within the meaning
of Section 409A of the Code, then to the extent necessary to prevent any accelerated or additional tax under Section 409A of the Code,
such settlement will be delayed until the earlier of: (a) the date that is six months following the Grantee’s separation from service
and (b) the Grantee’s death.


 


6.3
To the extent that the Grantee does not vest in any Restricted Stock Units, all interest in such Restricted Stock Units shall be forfeited.
The Grantee has no right or interest in any Restricted Stock Units that are forfeited.


 




    	 



     


    

 


7.
No Right to Continued Service.
Neither the Plan nor this Agreement shall confer upon the Grantee any right to be retained in any position, as an Employee, Consultant
or Director of the Company. Further, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company
to terminate the Grantee’s Continuous Service at any time, with or without Cause.


 


8.
Adjustments.
If any change is made to the outstanding Common Stock or the capital structure of the Company, if required, the Restricted Stock Units
shall be adjusted or terminated in any manner as contemplated by Section 14 of the Plan.


 


9.
Tax Liability and Withholding.


 


9.1
The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the
Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock Units and to take all such
other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may
permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination
of such means:


 


(a)
tendering a cash payment.


 


(b)
authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee
as a result of the vesting of the Restricted Stock Units; provided, however, that no shares of Common Stock shall be withheld with a
value exceeding the maximum amount of tax required to be withheld by law.


 


(c)
delivering to the Company previously owned and unencumbered shares of Common Stock.


 


9.2
Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related
withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s
responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection
with the grant, vesting or settlement of the Restricted Stock Units or the subsequent sale of any shares; and (b) does not commit to
structure the Restricted Stock Units to reduce or eliminate the Grantee’s liability for Tax-Related Items.


 


10.
Compliance with Law.
The issuance and transfer of shares of Common Stock shall be subject to compliance by the Company and the Grantee with all applicable
requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Company’s
shares of Common Stock may be listed. No shares of Common Stock shall be issued or transferred unless and until any then applicable requirements
of state and federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel.


 


11.
Notices.
Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Chief Financial Officer
of the Company at the Company’s principal corporate offices. Any notice required to be delivered to the Grantee under this Agreement
shall be in writing and addressed to the Grantee at the Grantee’s address as shown in the records of the Company. Either party
may designate another address in writing (or by such other method approved by the Company) from time to time.


 




    	 



     


    

 


12.
Governing Law.
This Agreement will be construed and interpreted in accordance with the laws of the State of Delaware without regard to conflict of law
principles.


 


13.
Interpretation.
Any dispute regarding the interpretation of this Agreement shall be submitted by the Grantee or the Company to the Committee for review.
The resolution of such dispute by the Committee shall be final and binding on the Grantee and the Company.


 


14.
Restricted Stock Units Subject to Plan.
This Agreement is subject to the Plan as approved by the Company’s shareholders. The terms and provisions of the Plan as it may
be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained
herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.


 


15.
Successors and Assigns.
The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors
and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Grantee
and the Grantee’s beneficiaries, executors, administrators and the person(s) to whom the Restricted Stock Units may be transferred
by will or the laws of descent or distribution.


 


16.
Severability.
The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of
any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable
to the extent permitted by law.


 


17.
Discretionary Nature of Plan.
The Plan is discretionary and may be amended, cancelled or terminated by the Company at any time, in its discretion. The grant of the
Restricted Stock Units in this Agreement does not create any contractual right or other right to receive any Restricted Stock Units or
other Awards in the future. Future Awards, if any, will be at the sole discretion of the Company. Any amendment, modification, or termination
of the Plan shall not constitute a change or impairment of the terms and conditions of the Grantee’s employment with the Company.


 


18.
Amendment.
The Committee has the right to amend, alter, suspend, discontinue or cancel the Restricted Stock Units, prospectively or retroactively;
provided, that, no such amendment shall adversely affect the Grantee’s material rights under this Agreement without the Grantee’s
consent.


 


19.
Section 409A.
This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted
in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding
the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section
409A of the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses
that may be incurred by the Grantee on account of non-compliance with Section 409A of the Code.


 


20.
No Impact on Other Benefits.
The value of the Grantee’s Restricted Stock Units is not part of his or her normal or expected compensation for purposes of calculating
any severance, retirement, welfare, insurance or similar employee benefit.


 


21.
Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one
and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable
document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document,
will have the same effect as physical delivery of the paper document bearing an original signature.


 


22.
Acceptance.
The Grantee hereby acknowledges receipt of a copy of the Plan and this Agreement. The Grantee has read and understands the terms and
provisions thereof, and accepts the Restricted Stock Units subject to all of the terms and conditions of the Plan and this Agreement.
The Grantee acknowledges that there may be adverse tax consequences upon the vesting or settlement of the Restricted Stock Units or disposition
of the underlying shares and that the Grantee has been advised to consult a tax advisor prior to such vesting, settlement or disposition.


 


[signature
page follows]


 




    	 



     


    

 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


 


	 	BARRESH
    FOOD GROUP INC. 
	 	 
	 	By:	 
	 	Name:	       
	 	Title:	 
	 	 	 
	 	By:	 
	 	Name: