Exhibit 10.5


 


RAFAEL HOLDINGS, INC.

2018 EQUITY INCENTIVE PLAN



NONQUALIFIED STOCK OPTION AGREEMENT


 


 



 


This STOCK OPTION AGREEMENT (this “Agreement”)
is entered into as of [INSERT DATE], by and between Rafael Holdings, Inc., a Delaware corporation (the “Company”),
and [NAME OF GRANTEE] (the “Grantee”).


 


WHEREAS, the Company desires to grant to
the Grantee options to acquire an aggregate of [INSERT NUMBER OF SHARES] shares of Class B Common Stock of the Company,
par value $.01 per share (the “Stock”), on the terms set forth herein.


 


NOW, THEREFORE, the parties hereby agree
as follows:


 


1. Definitions.  Capitalized
terms used and not otherwise defined herein shall have the meanings ascribed to them in the Rafael Holdings, Inc. 2018 Equity Incentive
Plan as the same may be amended, modified or restated from time to time (the “Plan”).


 


2. Grant
of Options.  The Grantee is hereby granted Nonqualified stock options (the “Options”) to purchase an
aggregate of [INSERT NUMBER OF SHARES] Shares of Stock, pursuant to the terms of this Agreement.


 


3. Term.  The
term of the Options (the “Option Term”) shall be for [INSERT TERM].


 


4. Option
Price.  The initial exercise price per share of the Options shall be $[INSERT EXERCISE PRICE] subject to adjustment
as provided herein.


 


5. Conditions
to Exercisability.  The Options shall vest and become exercisable as follows:


 


[INSERT VESTING SCHEDULE]


 


If the Grantee remains in Continuous Service
through and on such date or dates (or if otherwise set forth in an employment agreement between the Grantee and the Company that
is in effect at the relevant time).


 


6. Method
of Exercise.  An Option may be exercised, as to any or all full shares of the Stock as to which the Option has become
exercisable, by written notice delivered in person or by mail to the Company’s transfer agent or other administrator designated
by the Company, specifying the number of shares of Stock with respect to which the Option is being exercised.


 


7. Medium
and Time of Payment.  The Option Price shall be paid in full, at the time of exercise, in cash or in shares of Stock
(whether then owned by the Grantee or issuable upon exercise of the Option) having a Fair Market Value equal to such Option Price
or in a combination of cash and Stock, including a cashless exercise procedure through a broker dealer.


  






    


     


    

 


8. Termination.  Except
as provided in this Section 8 or in Section 9 hereof, or as set forth in any employment agreement between the Grantee and the Company
that may be in effect at the relevant time, an Option may not be exercised unless the Grantee is then in the employ of or maintaining
a director or consultant relationship with the Company or a Subsidiary thereof (or a company or a Parent or Subsidiary of such
company issuing or assuming the Option in a transaction to which Section 424(a) of the Code applies), and unless the Grantee has
remained in Continuous Service since the date of grant of the Option. In the event that the Continuous Service of a Grantee shall
terminate (other than by reason of death, Disability or Retirement), all Options of such Grantee that are exercisable at the time
of Grantee’s termination may, unless earlier terminated in accordance with their terms or as otherwise provided for in an
effective employment agreement between the Grantee and the Company , be exercised within one hundred eighty (180) days after the
date of such termination (or such different period as the Committee shall prescribe).


 


9. Death,
Disability or Retirement of Grantee.  To the extent that there is in place, at the relevant time, an agreement between
the Grantee and the Company that provides for treatment of granted options, then the terms of that agreement shall control. If
there is no such effective agreement in place, if the Grantee shall die while employed by, or maintaining a director or consultant
relationship with, the Company or a Subsidiary thereof, or if the Grantee’s Continuous Service shall terminate by reason
of Disability, all Options theretofore granted to the Grantee (to the extent otherwise exercisable) may, unless earlier terminated
in accordance with their terms, be exercised by the Grantee or by the Grantee’s estate or by a person who acquired the right
to exercise such Options by bequest or inheritance or otherwise by result of death or Disability of the Grantee, at any time within
one hundred eighty (180) days after the death or Disability of the Grantee (or such different period as the Committee shall prescribe).
In the event that an Option granted hereunder shall be exercised by the legal representatives of a deceased or former Grantee,
written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right
of such legal representative to exercise such Option. In the event that the employment or consultant relationship of a Grantee
shall terminate on account of such Grantee’s Retirement, all Options of the Grantee that are exercisable at the time of such
Retirement may, unless earlier terminated in accordance with their terms, be exercised at any time within one hundred eighty (180)
days after the date of such Retirement (or such different period as the Committee shall prescribe).


 


10. Withholding
Taxes. The award or other transfer of the Option, and the exercise of the Option, shall be conditioned further on any applicable
withholding taxes being paid by you. Such taxes may be paid by one or more of the following methods, at the Company’s sole
discretion: (i) deducting the amount so required to be withheld from any other amount (or Shares of Stock issuable upon exercise
of the Option) then or thereafter to be provided to you, including by deducting any such amount from your salary or other amounts
payable to you, to the maximum extent permitted under law and/or (ii) requiring you to pay to the Company, the amount so required
to be withheld as a condition of the issuance, delivery, distribution or release of any Shares of Stock upon exercise of the Option
and/or (iii) causing the sale of any Shares of Stock held by you to cover such liability, up to the amount required to satisfy
minimum statutory withholding requirements or by the withholding by the Company of, or delivery to the Company of, Shares, including
Shares otherwise issuable to you upon exercise of the Option. In addition, you will be required to pay any amount due in excess
of the tax withheld and transferred to the tax authorities, pursuant to applicable tax laws, regulations and rules. One or more
of these methods may not be available upon exercise of the Option. If the Grantee disposes of Stock acquired upon exercise of
this option within two years from the date of grant or one year after such Stock was acquired pursuant to exercise of the Option,
the Grantee shall notify the Company in writing of such disposition within ten (10) days thereof.


 






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11. Terms
Incorporated by Reference Herein.  Each of the terms of the Plan, as in effect as of the date hereof, shall govern
the Options granted hereunder. To the extent that there is any inconsistency between this Agreement and the terms of the Plan,
the terms of this Agreement shall govern. To the extent that there is any inconsistency between this Agreement and the terms of
any employment agreement between the Grantee and the Company during the period when such employment agreement is in force, the
terms of an effective employment agreement shall govern.


 


12. Transferability
of Options.  Stock Options may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner
other than to an immediate family member of Grantee or to a trust or other estate planning entity created for the benefit of the
Grantee or one or more members of his immediate family as provided for under the Plan, provided that, in all cases, such transferee
executes a written consent to be bound by the terms of this Agreement.


 


13. Entire
Agreement.  This Agreement contains all of the understandings between the parties hereto pertaining to the matters
referred to herein, and supersedes all undertakings and agreements, whether oral or in writing, previously entered into by them
with respect thereto. The Grantee represents that, in executing this Agreement, that the Grantee does not rely and has not relied
upon any representation or statement not set forth herein made by the Company with regard to the subject matter of this Agreement
or otherwise.


 


14. Amendment
or Modification, Waiver.  No provision of this Agreement may be amended or waived unless such amendment or waiver
is agreed to in writing, signed by the Grantee and by a duly authorized officer of the Company. No waiver by any party hereto of
any breach by another party hereto of any condition or provision of this Agreement to be performed by such other party shall be
deemed a waiver of a similar of dissimilar condition or provision at the same time, any prior time or any subsequent time.


 


15. Notices.  Each
notice relating to this Agreement shall be in writing and delivered in person or by certified mail to the proper address. All notices
to the Company shall be addressed to it at:


 


Rafael Holdings, Inc.


520 Broad Street


Newark, NJ 07102


Fax: 973-453-8200


Attention: Options Administrator


 


All notices to the Grantee or other person
or persons then entitled to exercise the Options shall be addressed to the Grantee or such other person or persons at:


 


[INSERT NAME OF GRANTEE AND ADDRESS]


 


Anyone to whom a notice may be given under
this Agreement may designate a new address by notice to such effect.


  






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16. Severability.  If
any provision of this Agreement or the application of any such provision to any party or circumstances shall be determined by any
court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of this Agreement or the application
of such provision to such person or circumstances other than those to which it is so determined to be invalid and unenforceable,
shall not be affected thereby, and each provision hereof shall be validated and shall be enforced to the fullest extent permitted
by law.


 


17. Governing
Law.  This Agreement shall be construed and governed in accordance with the laws of the state of Delaware, without
regard to principles of conflicts of laws.


 


18. Headings.  All
descriptive headings of sections and paragraphs in this Agreement are intended solely for convenience, and no provision of this
Agreement is to be construed by reference to the heading of any section or paragraph.


 


19. Counterparts.  This
Agreement may be executed in counterparts, each of which shall be deemed to be an original but both of which together shall constitute
one and the same instrument.


 


IN WITNESS WHEREOF, the Company has caused
this Agreement to be executed by an authorized officer and the Grantee has hereunto set his hand all as of the date first above
written.


 





	 	RAFAEL HOLDINGS, INC.
	 	 	 	 
	 	By:	 
	 	 	Name:	David Polinsky
	 	 	Title:	Chief Financial Officer
	 	 	 	 
	 	By:	 
	 	 	Grantee	 


 


 


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