Sensus Healthcare, Inc. (Form: S-8, Received: 11/06/2017 17:13:26)

As filed with the Securities and Exchange Commission on November 6, 2017.

Registration No. 333-

United states

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Sensus Healthcare, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		27-1647271
(State of incorporation)		(I.R.S. Employer Identification Number)

851 Broken Sound Pkwy. NW #215

Boca Raton, FL 33487

(Address of Principal Executive Offices)

2017 Equity Incentive Plan

(Full Title of Plan)

Arthur Levine
Chief Financial Officer
Sensus Healthcare, Inc.
851 Broken Sound Pkwy. NW #215
Boca Raton, Florida 33487
(561) 922-5808

(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

Copy To:

David C. Scileppi, Esq.
Robert B. Lamm, Esq.
Gunster, Yoakley & Stewart, P.A.
450 E. Las Olas Blvd., Suite 1400
Fort Lauderdale, Florida 33301
Telephone: (954) 462-2000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “accelerated filer,” “large accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer ☐
Non-accelerated filer	☐	Smaller reporting company ☒
		Emerging Growth Company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒

CALCULATION OF REGISTRATION FEE

Title of Each Class of

Securities to be Registered

Amount to be

Registered

Proposed Maximum

Offering Price Per Share

Proposed Maximum

Aggregate Offering Price

Amount of

Registration Fee

Common Stock, $0.01 par value per share

500,000 shares ⁽¹⁾

$5.62 ⁽²⁾

$2,810,000

$350

(1)

Represents shares of common stock to be registered under the 2017 Equity Incentive Plan. Pursuant to Section 416 under the Securities Act of 1933, this Registration Statement also covers an indeterminate number of additional shares of common stock that may become issuable as a result of stock splits, stock dividends, or similar transactions under the anti-dilution provisions of the 2017 Equity Incentive Plan.

(2)

The Proposed Maximum Offering Price Per Share was determined based on the average of the high and low prices as reported on NASDAQ as of November 1, 2017in accordance with Rule 457(c) and Rule 457(h)(1).

PART I

Information Required in the Section 10(a) Prospectus

Item 1.

Plan Information.*

Item 2.

Registration Information and Employee Plan Annual Information.*

*Sensus Healthcare, Inc. (the “Company”) will send or give to each participant the documents containing the information specified in Part I as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (“Securities Act”). In accordance with the instructions in Part I of Form S-8, such documents will not be filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These documents and the documents incorporated by reference pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute the prospectus as required by Section 10(a) of the Securities Act.

PART II

Information Required in the Registration Statement

Item 3.

Incorporation of Documents by Reference.

The following documents filed by the Company with the Commission are incorporated herein by reference (other than, in each case, documents or information that is deemed to have been furnished and not filed in accordance with the rules of the Securities and Exchange Commission (the “Commission”):

(a) the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, filed with the Commission on March 10, 2017 including portions incorporated by reference therein to our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 21, 2017;

(b) the Company’s Quarterly Report on Form 10-Q for the quarterly periods ended March 31, 2017, filed with the Commission on May 9, 2017, June 30, 2017, filed with the Commission on August 4, 2017, and September 30, 2017, filed with the Commission on November 6, 2017;

(c) the Company’s Current Reports on Form 8-K filed by the Company with the Commission on January 25, 2017, March 24, 2017, April 12, 2017, and June 9, 2017; and

(d) the description of our Common Stock, included in the Company’s Registration Statement on Form 8-A filed with the Commission on March 10, 2016, as amended on May 19, 2016, including any amendment or report filed for the purpose of updating such description.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act (other than, in each case, documents or information that is deemed to have been furnished and not filed in accordance with the rules of the Commission), prior to the filing of a post-effective amendment which indicates that all the securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement or in any other subsequently filed document that also is or is deemed to be incorporated by reference in this Registration Statement modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.

Description of Securities.

Not applicable.

Item 5.

Interests of Named Experts and Counsel.

Not applicable.

Item 6.

Indemnification of Directors and Officers.

Section 145(a) of the Delaware General Corporation Law (the “DGCL”) provides that a Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.

Section 145(b) of the DGCL provides that a Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Further subsections of the DGCL Section 145 provide that:

▪

to the extent a present or former director or officer of a corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145 or in the defense of any claim, issue or matter therein, such person shall be indemnified against expenses, including attorneys’ fees, actually and reasonably incurred by such person in connection therewith;

▪

the indemnification and advancement of expenses provided for pursuant to Section 145 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise; and

▪

the corporation shall have the power to purchase and maintain insurance of behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under Section 145.

The term “proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether or not by or in the right of the Corporation, and whether civil, criminal, administrative, investigative or otherwise.

Section 145 of the DGCL makes provision for the indemnification of such individuals in terms sufficiently broad to indemnify them under certain circumstances from liabilities (including reimbursement for expenses incurred) arising under the Securities Act. The Company may, in its discretion, similarly such individuals, including its employees, agents, executive officers, and directors.

The certificate of incorporation and bylaws of the Company provide that, to the fullest extent and under the circumstances permitted by Section 145 of the DGCL, the Company will indemnify directors and officers from and against any and all of the expenses, liabilities or other maters referred to in Section 145 of the DGCL. In addition, the certificate of incorporation of the Company relieves its directors from monetary damages to it or its stockholders for breach of such director’s fiduciary duty as a director to the fullest extent permitted by the DGCL. Under Section 102(b)(7) of the DGCL, a corporation may relieve its directors from personal liability to such corporation or its stockholders for monetary damages for any breach of their fiduciary duty as directors except (i) for a breach of the duty of loyalty, (ii) for failure to act in good faith, (iii) for intentional misconduct or knowing violation of law, (iv) for willful or negligent violations of certain provisions in the DGCL imposing certain requirements with respect to stock repurchases, redemptions and dividends, or (v) for any transactions from which the director derived an improper personal benefit.

The Company maintains insurance on behalf of any person who is or was a director or officer against any loss arising from any claim asserted against him or her and incurred by him or her in any such capacity, subject to certain exclusions.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or controlling persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Item 7.

Exemption from Registration Claimed.

Not applicable.

Item 8.

Exhibits.

The exhibits listed below in the “Exhibit Index” are part of this Registration Statement on Form S-8 and are numbered in accordance with Item 601 of Regulation S-K.

Item 9.

Undertakings.

(a)

The undersigned Registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement;

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Company certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 6 ^th day of November, 2017.

	SENSUS HEALTHCARE, INC.

	By:	/s/ Joseph C. Sardano
		Joseph C. Sardano
		Chief Executive Officer
		(Principal Executive Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS , that each person whose signature appears below hereby severally constitutes and appoints Joseph C. Sardano, Arthur Levine and Michael Sardano and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date

/s/ Joseph C. Sardano
Joseph C. Sardano	Director	November 6, 2017

	Chief Financial Officer (Principal
/s/ Arthur Levine	Financial Officer and Principal
Arthur Levine	Accounting Officer)	November 6, 2017

/s/ John Heinrich
John Heinrich	Director	November 6, 2017

/s/ William McCall
William McCall	Director	November 6, 2017

/s/ Samuel O’Rear
Samuel O’Rear	Director	November 6, 2017

/s/ Anthony B. Petrelli
Anthony B. Petrelli	Director	November 6, 2017

EXHIBIT INDEX

4.1	Amended and Restated Certificate of Incorporation of Sensus Healthcare, Inc. - incorporated herein by reference to Exhibit 3.1 of the Registrant’s Amendment No. 2 to Registration Statement on Form S-1 (filed 3/25/16) (No. 333-209451).

4.2	Bylaws of Sensus Healthcare, Inc. . - incorporated herein by reference to Exhibit 3.2 of the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 (filed 2/10/16) (No. 333-209451).

5.1*	Opinion of Gunster, Yoakley & Stewart, P.A.

10.1	2017 Equity Incentive Plan – incorporated herein by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K (filed 6/9/2017) (No. 001-37714).

10.2*	Form of Restricted Stock Award Agreement for Sensus Healthcare, Inc. 2017 Equity Incentive Plan.

23.1*	Consent of Marcum LLP.

23.2	Consent of Gunster, Yoakley & Stewart, P.A. (contained in Exhibit 5.1).

24.1	Power of Attorney (included on signature page).

* Filed herewith

Exhibit 5.1

Writer’s Direct Dial Number(954) 713-6433

Writer’s Direct Fax Number: (954) 888-2033

Writer’s E-Mail Address: dscileppi@gunster.com

November 6, 2017

Sensus Healthcare, Inc.

851 Broken Sound Parkway, NW #215

Boca Raton, FL 33487

Re: Sensus Healthcare, Inc. – Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as legal counsel for Sensus Healthcare, Inc., a corporation organized under the laws of the State of Delaware (the “ Registrant ”), in connection with the preparation and filing with the Securities and Exchange Commission (the “ Commission ”) of the Registrant’s Registration Statement on Form S-8 (File No. 333-_____) filed with the Commission on November 6, 2017 (the “ Registration Statement ”), relating to the registration under the Securities Act of 1933, as amended (the “ Securities Act ”), of up to 500,000 shares of the Registrant’s common stock, par value of $0.01 per share (the “ Common Stock ”), that may be issued from time to time by the Registrant upon exercise of stock options, awards of restricted stock or other equity awards pursuant to the Registrant’s 2017 Equity Incentive Plan (the “ Plan ”).

We do not express any opinion herein as to any laws other than the provisions of the Delaware General Corporation Law (the “ DGCL ”) that are applicable to our opinion set forth below. Except as described above, we have neither examined nor do we express any opinion with respect to Delaware law. Without limiting the foregoing, we express no opinion on Delaware contracts law or on general principles of equity, considerations of public policy, judicial discretion or other considerations which may affect the application of the DGCL to specific facts.

We have examined the originals, or certified, conformed or reproduction copies, of all such records, agreements, instruments and documents as we have deemed relevant or necessary as the basis for the opinion hereinafter expressed. In all such examinations, we have assumed the genuineness of all signatures on originals or certified copies and the conformity to original or certified copies of all copies submitted to us as conformed or reproduction copies. As to various questions of fact relevant to such opinion, we have relied upon, and assumed the accuracy of, certificates and oral or written statements and other information of or from public officials, officers or representatives of the Registrant, and others.

Las Olas Centre, Suite 1400, 450 East Las Olas Boulevard ● Fort Lauderdale, FL 33301-4206 | 954-462-2000 | Fax: 954-523-1722 | www.gunster.com

BOCA RATON ● FORT LAUDERDALE ● JACKSONVILLE ● KEY LARGO ● MIAMI ● orlando ● PALM BEACH ● STUART ● TALLAHASSEE ● tampa ● VERO BEACH ● WEST PALM BEACh ● Winter Park

November 6, 2017

Sensus Healthcare, Inc.

Page 2

Opinion

Based upon and subject to the foregoing, and subject to the limitations, qualifications and assumptions set forth in this opinion letter, as of the date hereof, we are of the opinion that the Common Stock, when issued and delivered by the Registrant in accordance with the terms and conditions of the Plan, will be validly issued, fully paid and nonassessable.

Nothing contained in this opinion letter shall be deemed to be an opinion other than as set forth in the immediately preceding paragraph.

Qualifications And Limitations

This opinion letter is furnished solely in connection with the offering and sale of the Common Stock while the Registration Statement is in effect. The opinion expressed in this opinion letter is rendered as of the date hereof and are based on facts in existence and statutes, rules, regulations and judicial decisions in effect on the date hereof, and we express no opinion as to circumstances or events that may occur subsequent to such date. In addition, we specifically disclaim any undertaking or obligation to advise you of changes that hereafter may be brought to our attention. Furthermore, the opinion provided herein is provided as a legal opinion only and not as a guarantee or warranty of the matters discussed herein.

We hereby consent to the filing of this opinion letter with the Commission as Exhibit 5.1 to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

The opinion set forth in this opinion letter is limited to the matters expressly set forth and no opinion is to be implied or may be inferred beyond the matters expressly stated.

	Very truly yours,

	/s/ GUNSTER, YOAKLEY & STEWART, P.A.
	GUNSTER, YOAKLEY & STEWART, P.A.

DCS/RBL/CRS

Exhibit 10.2

RESTRICTED STOCK AWARD AGREEMENT

This Restricted Stock Award Agreement (this “ Agreement ”) sets forth the terms of a Restricted Stock Award granted on __________________ (“ Effective Date ”) by Sensus Healthcare, Inc., a Delaware corporation (“ Sensus ”) to _________________________ (“ Grantee ”). Capitalized terms used but not defined in this Agreement have the meanings ascribed to them in the Plan (as defined below).

RECITALS

A. The Company adopted that 2017 Equity Incentive Plan (“ Plan ”) pursuant to which the Company may grant Restricted Stock Awards to Key Persons.

B. The Committee has determined that it is in the best interests of the Company and its stockholders to grant Restricted Stock to the Grantee in accordance with the terms and conditions of this Agreement.

C. Grantee wishes to accept such grant of Restricted Stock on the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE , in consideration of the mutual promises set forth in this Agreement, and for other good and valuable consideration, the adequacy of which is acknowledged by the parties’ execution of this Agreement, the Company and the Grantee agree as follows:

1. Grant of Restricted Stock . Pursuant to Article 5 of the Plan, the Company has granted to the Grantee on the Effective Date a Restricted Stock Grant consisting of, in the aggregate, _____________ shares of Common Stock of the Company, on the terms and conditions and subject to the restrictions set forth in this Agreement and the Plan. This grant of the Restricted Stock is made in consideration of the services rendered and to be rendered by the Grantee to the Company.

2. Restricted Period; Vesting .

a. Vesting Schedule . Except as otherwise provided in this Agreement, provided that the Grantee remains in Continuous Service (as defined below) through the applicable vesting date[, and further provided that any additional conditions and Performance Goals set forth in Schedule A have been satisfied], the Restricted Stock will vest in accordance with the following schedule:

	Vesting Date	Shares of Common Stock

	[DATE]	[NUMBER OR % OF SHARES]

	[DATE]	[NUMBER OR % OF SHARES]

	[DATE]	[NUMBER OR % OF SHARES]

	[DATE] (the “Final Vesting Date”)	[NUMBER OR % OF SHARES]

The period from the Effective Date through the Final Vesting Date is referred to as the “ Restricted Period .” For purposes of this Agreement, “ Continuous Service ” means the Grantee’s service with the Company, whether as an employee, consultant or director, is not interrupted or terminated. The Grantee’s Continuous Service shall not be deemed to have terminated merely because of a change in the capacity in which the Grantee renders service to the Company as an employee, consultant or director or a change in the entity for which the Grantee renders such service, provided that there is no interruption or termination of the Grantee’s Continuous Service; and provided further that if any Award is subject to Section 409A of the Code, this sentence shall only be given effect to the extent consistent with Section 409A of the Code. The Committee, in its sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of any leave of absence by the Grantee, including sick leave, military leave or any other personal or family leave of absence.

b. Termination of Continuous Service . Except as set forth in this Agreement, 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 has vested, the Grantee’s unvested Restricted Stock shall be automatically forfeited upon such termination of Continuous Service and the Company shall have no further obligations to the Grantee under this Agreement. 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.

c. Change of Control . The foregoing vesting schedule notwithstanding, upon the occurrence of a Change in Control, 100% of the unvested Restricted Stock shall vest as of the date of the Change in Control.

d. Death or Disability . The foregoing vesting schedule notwithstanding, if the Grantee’s Continuous Service terminates as a result of death or Disability of the Grantee, then any unvested Restricted Stock that would have vested within one (1) year from the date of termination (or within such other period as determined by the Committee) shall vest as of the date of termination.

e. Termination without Cause . The foregoing vesting schedule notwithstanding, if the Grantee’s Continuous Service terminates as a result of voluntary resignation by the Grantee or termination by the Company without Cause, then any unvested Restricted Stock that would have vested within thirty (30) days from the date of termination (or within such other period as determined by the Committee) shall vest as of the date of termination.

Restrictions .

a. Transfer Restriction . Subject to any exceptions set forth in this Agreement or the Plan, during the Restricted Period, the Restricted Stock 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 or the rights relating thereto during the Restricted Period shall be wholly ineffective and, if any such attempt is made, the Restricted Stock will be forfeited by the Grantee and all of the Grantee’s rights to such shares shall immediately terminate without any payment or consideration by the Company.

b. Effect of Prohibited Transfer . The Company shall not be required to (i) transfer on its books any shares of Restricted Stock that have been transferred in violation of any of the provisions set forth in this Agreement, or (i) treat as owner of such Restricted Stock or to pay dividends or other distributions to any transferee to whom any such Restricted Stock shall have been so sold or transferred.

Rights as a Stockholder; Dividends .

a. Stockholder Rights . The Grantee shall be the record owner of the Restricted Stock (including unvested Restricted Stock) granted under this Agreement until the shares are sold or otherwise disposed of, and shall be entitled to all of the rights of a stockholder of the Company including, without limitation, the right to vote such shares and receive all dividends or other distributions paid with respect to such shares. Notwithstanding the foregoing, (i) any dividends or other distributions shall be subject to the same restrictions on transferability as the shares of Restricted Stock with respect to which they were paid; and (ii) any dividends or other distributions paid by the Company with respect to any shares of Restricted Stock shall accrue but shall not be payable unless and until vesting of such Restricted Stock, at which time the accumulated dividends shall be paid by the Company.

b. Stock Certificates . The Company may, but need not, issue stock certificates or evidence the Grantee’s interest by using a restricted book entry account with the Company’s transfer agent.

c. Forfeiture . If the Grantee forfeits any rights he or she has under this Agreement in pursuant to Section 3, the Grantee shall, on the date of such forfeiture, no longer have any rights as a stockholder with respect to any unvested Restricted Stock and shall no longer be entitled to vote or receive dividends on such shares.

5. Tax Liability and Withholding .

a. Payment of Taxes . 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 this Agreement, the amount of any required withholding taxes in respect of the Restricted Stock granted under this Agreement 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: (i) tendering a cash payment; (ii) 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; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or (iii) delivering to the Company previously owned and unencumbered shares of Common Stock.

b. Liability . 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 or vesting of the Restricted Stock or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock to reduce or eliminate the Grantee’s liability for Tax-Related Items.

6. Section 83 Election . The Grantee may make an election under Code Section 83(b) (a “ Section 83(b) Election ”) with respect to the Restricted Stock granted under this Agreement. Any such election must be made within thirty (30) days after the Effective Date. If the Grantee elects to make a Section 83(b) Election, the Grantee shall provide the Company with a copy of an executed version and satisfactory evidence of the filing of the executed Section 83(b) Election with the US Internal Revenue Service. The Grantee agrees to assume full responsibility for ensuring that the Section 83(b) Election is actually and timely filed with the US Internal Revenue Service and for all tax consequences resulting from the Section 83(b) Election.

7. Compliance with Law .

a. Compliance . The issuance and transfer of shares of Restricted Stock granted under this Agreement 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 Restricted Stock granted under this Agreement 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. The Grantee understands that the Company is under no obligation to register the shares of Common Stock with the Securities and Exchange Commission, any state securities commission or any stock exchange to effect such compliance.

b. Legend . A legend may be placed on any certificate(s) or other document(s) delivered to the Grantee indicating restrictions on transferability of the shares of Restricted Stock pursuant to this Agreement or any other restrictions that the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any applicable federal or state securities laws or any stock exchange on which the shares of Common Stock are then listed or quoted.

Miscellaneous .

a. 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. In the event of any inconsistency between the terms and conditions of this Agreement and any existing employment agreement, service contract or other agreement between the Grantee and the Company (each, a “ Service Agreement ”), the terms and conditions of the Service Agreement shall control.

b. Restricted Stock Subject to the Plan . This Agreement is subject to the Plan as approved by the Company’s stockholders, as the Plan may be amended from time to time, and 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.

c. Discretionary Nature of the 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 in this Agreement does not create any contractual right or other right to receive any Restricted Stock 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 or engagement with the Company.

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

e. 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 this Agreement and the Plan, and accepts the Restricted Stock granted under this Agreement subject to all of the terms and conditions of the Plan and this Agreement. The Grantee acknowledges that there may be tax consequences upon the grant or vesting of the Restricted Stock granted under this Agreement and/or the disposition of the underlying shares and that the Grantee has been advised to consult a tax advisor prior to such grant, vesting or disposition.

f. Gunster, Yoakley & Stewart, P.A. Represents the Company . The Grantee acknowledges and agrees that Gunster, Yoakley & Stewart, P.A., a Florida professional association (“ Gunster Yoakley ”) represents the Company and not the Grantee. Grantee acknowledges that Gunster Yoakley has not represented him or her in connection with this Agreement and that he or she has been advised to engage legal counsel to advise him or her regarding this Agreement.

g. Further Instruments . The Company and the Grantee agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement.

h. 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 by delivering notice of such designation in accordance with this Section.

i. Governing Law, Venue and Jurisdiction . This Agreement shall be governed in all respects by the laws of the State of Florida without regard to conflicts-of-law principles. Any civil action or legal proceeding arising out of or relating to this Agreement shall be brought in the courts of record of the State of Florida in Palm Beach County, Florida. Each party consents to the jurisdiction of such Florida court in any such civil action or legal proceeding and waives any objection to the laying of venue of any such civil action or legal proceeding in such Florida court. Service of any court paper may be affected on such party by mail, as provided in this Agreement, or in such other manner as may be provided under applicable laws, rules of procedure or local rules.

j. Assignment . 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 in this Agreement, this Agreement will be binding upon the Grantee and the Grantee’s beneficiaries, executors, administrators and the person(s) to whom the Restricted Stock may be transferred by will or the laws of descent or distribution.

k. Amendment . The Committee has the right to amend, alter, suspend, discontinue or cancel the Restricted Stock granted under this Agreement, prospectively or retroactively; provided, that, no such amendment, nor any amendment to the Plan, shall adversely affect the Grantee’s material rights under this Agreement without the Grantee’s consent.

l. 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.

m. Waiver . No delay or omission by the Company in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.

n. JURY WAIVER . IN ANY CIVIL ACTION, COUNTERCLAIM, OR PROCEEDING, WHETHER AT LAW OR IN EQUITY, WHICH ARISES OUT OF, CONCERNS, OR RELATES TO THIS AGREEMENT, ANY AND ALL TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE PERFORMANCE OF THIS AGREEMENT, OR THE RELATIONSHIP CREATED BY THIS AGREEMENT, WHETHER SOUNDING IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, TRIAL SHALL BE TO A COURT OF COMPETENT JURISDICTION AND NOT TO A JURY. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY. ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT, AS WRITTEN EVIDENCE OF THE CONSENT OF THE COMPANY AND GRANTEE OF THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. NEITHER PARTY HAS MADE OR RELIED UPON ANY ORAL REPRESENTATIONS TO OR BY ANY OTHER PARTY REGARDING THE ENFORCEABILITY OF THIS PROVISION. EACH PARTY HAS READ AND UNDERSTANDS THE EFFECT OF THIS JURY WAIVER PROVISION. EACH PARTY ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY ITS OWN COUNSEL WITH RESPECT TO THE TRANSACTION GOVERNED BY THIS AGREEMENT AND SPECIFICALLY WITH RESPECT TO THE TERMS OF THIS SECTION.

o. Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original, and a complete set of which, when taken together, shall constitute one and the same document. Confirmation of execution by electronic transmission of a facsimile or .pdf signature page shall be binding, and each party hereby irrevocably waives any objection that it has or may have in the future as to the validity of any such electronic transmission of a signature page.

p. Entire Agreement . This Agreement, together with the attached Schedule A and the Plan, constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

The Company and the Grantee have executed this Restricted Stock Award Agreement as of the Effective Date.

COMPANY :		GRANTEE :

SENSUS HEALTHCARE, INC.		[NAME]

By:_________________________________
Name:_______________________________
Title:________________________________

Schedule A

Additional Conditions and Performance Goals

Exhibit 23.1

Independent Registered Public Accounting Firm’s Consent

We consent to the incorporation by reference in this Registration Statement of Sensus Healthcare, Inc. on Form S-8 [FILE NO. XXX-XXXX ⁽¹⁾ ] of our report dated March 10, 2017, with respect to our audits of the financial statements of Sensus Healthcare, Inc. as of December 31, 2016 and 2015 and for the years ended December 31, 2016 and 2015 appearing in the Annual Report on Form 10-K of Sensus Healthcare, Inc. for the year ended December 31, 2016.

/s/ Marcum llp

Marcum llp

West Palm Beach

November 6, 2017