Exhibit
10.12





 


STOCK
OPTION AGREEMENT


 


CONTENT
CHECKED HOLDINGS, INC.


 


THIS
STOCK OPTION AGREEMENT (this “Agreement”) is entered into as of the ___ day of ______________, 20___ (the “Date
of Grant”)


 


BETWEEN:CONTENT
CHECKED HOLDINGS, INC., a company incorporated pursuant to the laws of the State of Nevada (the “Company”),


 


AND:[_______________],
of ________________________________ (the “Optionee”).


 


WHEREAS:


 


A.
The Board of Directors of the Company (the “Board”) has approved and adopted the Content Checked Holdings, Inc. 2015
Equity Incentive Plan (the “2015 Plan”), pursuant to which the Board is authorized to grant to employees and other
selected service providers and persons, including members of the Board, stock options to purchase common shares of the Company
(the “Common Stock”);


 


B.
The 2015 Plan provides for the granting of stock options that either (i) are intended to qualify as “Incentive Stock Options”
within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), or (ii) do not satisfy
the requirements for qualification under Section 422 of the Code (“Nonstatutory Stock Options”); and


 


C.
The Board has authorized the grant to Optionee of options to purchase a total of [_______________] ([____]) shares of Common
Stock (the “Options”), which Options are intended to be (select one):


 





	 	[  ]	Incentive Stock Options;
	 	 	 
	 	[X]	Nonstatutory Stock Options




 


NOW
THEREFORE, the Company agrees to offer to the Optionee the option to purchase, upon the terms and conditions set forth herein
and in the Plan, [__________] ([____]) shares of Common Stock. Capitalized terms not otherwise defined herein shall
have the meanings ascribed thereto in the 2015 Plan.


 


1.
Exercise Price. The exercise price of the options shall be US$[_____] per share.


 


2.
Limitation on the Number of Shares. If the Options granted hereby are Incentive Stock Options, the number of shares which
may be acquired upon exercise thereof is subject to the limitations set forth in Section 6(a) of the 2015 Plan.


 


3.
Vesting Schedule. The Options shall vest in accordance with Exhibit A attached hereto.


 


4.
Options not Transferable. Subject to Section 13 of the 2015 Plan, the Options may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner (whether by operation of law or otherwise) other than by will or by the laws of descent
or distribution or, in the case of a Nonstatutory Stock Option, pursuant to a qualified domestic relations order, and shall not
be subject to execution, attachment or similar process; provided, however , that if the Options represent a Nonstatutory
Stock Option, such Option is transferable without payment of consideration to immediate family members of the Optionee or to trusts
or partnerships established exclusively for the benefit of the Optionee and Optionee’s immediate family members. Upon any
attempt to transfer, pledge, hypothecate or otherwise dispose of any Option or of any right or privilege conferred by the 2015
Plan contrary to the provisions thereof, or upon the sale, levy or attachment or similar process upon the rights and privileges
conferred by the 2015 Plan, such Option shall thereupon terminate and become null and void.


 


5.
Investment Intent. By accepting the Options, the Optionee represents and agrees that none of the shares of Common Stock
purchased upon exercise of the Options will be distributed in violation of applicable federal and state laws and regulations.
In addition, the Company may require, as a condition of exercising the Options, that the Optionee execute an undertaking, in such
a form as the Company shall reasonably specify, that the Stock is being purchased only for investment and without any then-present
intention to sell or distribute such shares.


 




    	 



    	 



    


 


6.
Termination of Employment and Options. Vested Options shall terminate, to the extent not previously exercised, upon the
occurrence of the first of the following events:


 


	(a)	Expiration.
    [__________] ([____]) years from the Date of Grant.
	 	 
	(b)	Termination
    for Cause. The date of the first discovery by the Company of any reason for the termination of an Optionee’s employment
    or contractual relationship with the Company or any related company for cause (as determined in the sole discretion of the
    Administrator (as defined in the 2015 Plan)), and, if an Optionee’s employment is suspended pending any investigation
    by the Company as to whether the Optionee’s employment should be terminated for cause, the Optionee’s rights under
    this Agreement and the 2015 Plan shall likewise be suspended during the period of any such investigation.
	 	 
	(c)	Termination
    Due to Death or Disability. Subject to Section 6(d)(iii) of the 2015 Plan, the expiration of six (6) months from the date
    of the death of the Optionee or cessation of an Optionee’s employment or contractual relationship by reason of Disability
    (within the meaning of Section 22(e) of the Code) (but in no event later than the expiration of the term of such Option as
    set forth in this Agreement). Subject to Section 6(d)(iv) of the 2015 Plan, if an Optionee’s employment or contractual
    relationship is terminated by death, any Option held by the Optionee shall be exercisable only by the person or persons to
    whom such Optionee’s rights under such Option shall pass by the Optionee’s will or by the laws of descent and
    distribution.
	 	 
	(d)	Termination
    For Any Other Reason. If the Optionee’s employment or contractual relationship terminates for reasons other than
    those described in the preceding Sections 6(b) or 6(c), then the Option shall terminate, to the extent not previously exercised,
    in accordance with Section 6(a).


 


Each
unvested Option granted pursuant hereto shall terminate immediately upon termination of the Optionee’s employment or contractual
relationship with the Company for any reason whatsoever, including Disability unless vesting is accelerated in accordance with
the 2015 Plan.


 


7.
Stock. In the case of any stock split, stock dividend or like change in the nature of shares of Stock covered by this Agreement,
the number of shares and exercise price shall be proportionately adjusted as set forth in Section 14(a) of the 2015 Plan.


 


8.
Exercise of Option. Options shall be exercisable, in full or in part, at any time after vesting, until termination;
provided, however, that any Optionee who is subject to the reporting and liability provisions of Section 16 of the Securities
Exchange Act of 1934, as amended, with respect to the Common Stock shall be precluded from selling or transferring any Common
Stock or other security underlying an Option during the six (6) months immediately following the grant of that Option. If less
than all of the shares included in the vested portion of any Option are purchased, the remainder may be purchased at any subsequent
time prior to the expiration of the Option term. Only whole shares may be issued pursuant to an Option, and to the extent that
an Option covers less than one (1) share, it is unexercisable.


 


Each
exercise of the Option shall be by means of delivery of a notice of election to exercise (which may be in the form attached hereto
as Exhibit B) to the Chief Financial Officer of the Company at its principal executive office, specifying the number of
shares of Common Stock to be purchased and accompanied by payment in cash by certified check or cashier’s check in the amount
of the full exercise price for the Common Stock to be purchased. In addition to payment in cash by certified check or cashier’s
check, an Optionee or transferee of an Option may pay for all or any portion of the aggregate exercise price by complying with
one or more of the following alternatives:


 


	(a)	by
    delivering to the Company shares of Common Stock previously held by such person, duly endorsed for transfer to the Company,
    or by the Company withholding shares of Common Stock otherwise deliverable pursuant to exercise of the Option, which shares
    of Common Stock received or withheld shall have a fair market value at the date of exercise (as determined by the Administrator)
    equal to the aggregate purchase price to be paid by the Optionee upon such exercise; or
	 	 
	(b)	by
    complying with any other payment mechanism approved by the Administrator at the time of exercise.


 


It
is a condition precedent to the issuance of shares of Common Stock that the Optionee execute and/or deliver to the Company all
documents and withholding taxes required in accordance with Section 15 of the 2015 Plan.


 




    	 



    	 



    


 


9.
Holding period for Incentive Stock Options. In order to obtain the tax treatment provided for Incentive Stock Options by
Section 422 of the Code, the shares of Common Stock received upon exercising any Incentive Stock Options received pursuant to
this Agreement must be sold, if at all, after a date which is later of two (2) years from the date of this Agreement is entered
into or one (1) year from the date upon which the Options are exercised. The Optionee agrees to report sales of shares prior to
the above determined date to the Company within one (1) business day after such sale is concluded. The Optionee also agrees to
pay to the Company, within five (5) business days after such sale is concluded, the amount necessary for the Company to satisfy
its withholding requirement required by the Code. Nothing in this Section 9 is intended as a representation that Common Stock
may be sold without registration under state and federal securities laws or an exemption therefrom or that such registration or
exemption will be available at any specified time.


 


10.
Resale restrictions may apply. Any resale of the shares of Common Stock received upon exercising any Options will be subject
to resale restrictions contained in the securities legislation applicable to the Optionee. The Optionee acknowledges and agrees
that the Optionee is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale
restrictions.


 


11.
Subject to 2015 Plan. The terms of the Options are subject to the provisions of the 2015 Plan, as the same may from time
to time be amended, and any inconsistencies between this Agreement and the 2015 Plan, as the same may be from time to time amended,
shall be governed by the provisions of the 2015 Plan, a copy of which has been delivered to the Optionee, and which is available
for inspection at the principal offices of the Company.


 


12.
Professional Advice. The acceptance of the Options and the sale of Common Stock issued pursuant to the exercise of Options
may have consequences under federal and state tax and securities laws which may vary depending upon the individual circumstances
of the Optionee. Accordingly, the Optionee acknowledges that he or she has been advised to consult his or her personal legal and
tax advisor in connection with this Agreement and his or her dealings with respect to Options. Without limiting other matters
to be considered with the assistance of the Optionee’s professional advisors, the Optionee should consider: (a) whether
upon the exercise of Options, the Optionee will file an election with the Internal Revenue Service pursuant to Section 83(b) of
the Code and the implications of alternative minimum tax pursuant to the Code; (b) the merits and risks of an investment in the
underlying shares of Common Stock; and (c) any resale restrictions that might apply under applicable securities laws.


 


13.
No Employment Commitment. The grant of the Options shall in no way constitute any form of agreement or understanding binding
on the Company or any Related Company, express or implied, that the Company or any Related Company will employ or contract with
the Optionee, for any length of time, nor shall it interfere in any way with the Company’s or, where applicable, a Related
Company’s right to terminate Optionee’s employment at any time, which right is hereby reserved.


 


14.
Entire Agreement. This Agreement is the only agreement between the Optionee and the Company with respect to the Options,
and this Agreement and the 2015 Plan supersede all prior and contemporaneous oral and written statements and representations and
contain the entire agreement between the parties with respect to the Options.


 


15.
Notices. Any notice required or permitted to be made or given hereunder shall be mailed or delivered personally to the
addresses set forth below, or as changed from time to time by written notice to the other:


 


	The
    Company:	 	Content
    Checked Holdings, Inc.
	 	 	8730
    Sunset Blvd, Suite 240
	 	 	West
    Hollywood, CA 90069
	 	 	Attention:
    Chief Financial Officer
	 	 	 
	With
    a copy to:	 	Foley
    Shechter, LLP
	 	 	65
    Route 4 East
	 	 	River
    Edge, New Jersey 07661
	 	 	Attention:
    Jonathan Shechter, Esq.
	 	 	 
	The
    Optionee:	 	[name]
	 	 	[address]


 




    	 



    	 



    


 


	CONTENT CHECKED HOLDINGS, INC.	 
	 	 	 
	Per:	 	 
	 	Authorized
    Signatory	 
	 	 	 
	 	 	 
		(Name
of Optionee - Please type or print)	 
	 	 	 
	 	 	 
		(Signature
and, if applicable, Office)	 


 




    	 



    	 



    


 


EXHIBIT
A


 


TERMS
OF THE OPTION


 


	Name
    of the Optionee:	 	[__________]
	 	 	 
	Date
    of Grant:	 	[__________]
	 	 	 
	Designation:	 	Nonstatutory
    Stock Options
	 	 	 
	1.
    Number of Options granted:	 	[__________]
    shares
	 	 	 
	2.
    Purchase Price:	 	$[___]
    per share
	 	 	 
	3.
    Vesting Dates:	 	[__________]
	 	 	 
	4.
    Expiration Date:	 	[__________]


 




    	 



    	 



    


 


EXHIBIT
B


 


	To:	Content Checked Holdings,
                                                                                                                                                Inc.



8730
Sunset Blvd, Suite 240


West
Hollywood, CA 90069


Attention:
Chief Financial Officer


 


Notice
of Election to Exercise


 


This
Notice of Election to Exercise shall constitute proper notice under the Content Checked Holdings, Inc.’s (the “Company”)
2015 Equity Incentive Plan (the “2015 Plan”) pursuant to Section 8 of that certain Stock Option Agreement (the
“Agreement”) dated as of the [___] day of [______], 20__, between the Company and the undersigned.


 


The
undersigned hereby elects to exercise Optionee’s option to purchase __________________ shares of the common stock of the
Company at a price of US$[__] per share, for aggregate consideration of US$__________, on the terms and conditions set forth in
the Agreement and the 2015 Plan. Such aggregate consideration, in the form specified in Section 8 of the Agreement, accompanies
this notice.


 


The
Optionee hereby directs the Company to issue, register and deliver the certificates representing the shares as follows:


 


	Optionee
    Information:	 	Delivery
    Instructions:
		 	 
	 	 	 
	Name
    to appear on certificates	 	Name
	 	 	 
	 	 	 
	Address	 	Address
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	Telephone
    Number


 


DATED at
____________________________________, the _______ day of ________________________, 20___.


 


	 	 
	 	(Name
    of Optionee - Please type or print)
	 	 
	 	 
	 	(Signature
    and, if applicable, Office)
	 	 
	 	 
	 	(Address
    of Optionee)
	 	 
	 	 
	 	(City,
    State, and Zip Code of Optionee)