Exhibit 10.5


 


HUNTING DOG CAPITAL CORP.



 


2016 INCENTIVE AWARD PLAN


 


1. PURPOSE. 


 


(A) General Purpose. The purpose
of the Hunting Dog Capital Corp. 2016 Incentive Award Plan (the “Plan”) is to promote success and enhance the value
of Hunting Dog Capital Corp. (the “Company”) by linking the individual interests of the members of the Board, Employees
and Consultants to those of the Company stockholders and by providing such individuals with an incentive for outstanding performance
to generate superior returns to Company stockholders. The Plan is further intended to provide flexibility in the Company’s
ability to motivate, attract, and retain the services of members of the Board, Employees and Consultants upon whose judgment, interest,
and special effort the successful conduct of the Company’s operations is largely dependent. 



 


(B) Available Awards. The purpose
of the Plan is to provide a means by which eligible recipients of Awards may be given an opportunity to benefit from increases
in the value of the Company’s Stock through the granting of Restricted Stock. 


 


(C) Eligible Participants. All key
Employees, all Employee Directors and all Non-Employee Directors are eligible to be granted Awards by the Board under the Plan;
provided that, no person shall be granted Awards of Restricted Stock unless such person is an Employee of the Company or an Employee
of a wholly-owned consolidated subsidiary of the Company. 


 


2. DEFINITIONS. 


 


(A) “Affiliate” means
any corporation or other entity that stands in a relationship to the Company that would result in the Company and such corporation
or other entity being treated as one employer under Section 414(b) or Section 414(c) of the Code. The Company may at any time by
amendment provide that different ownership thresholds (consistent with Section 409A) apply. Notwithstanding the foregoing provisions
of this definition, except as otherwise determined by the Board, a corporation or other entity shall be treated as an Affiliate
only if its employees would be treated as employees of the Company for purposes of the rules promulgated under the Securities Act
of 1933, as amended, with respect to the use of Form S-8. 


 


(B) “Award” means an
award of Restricted Stock. 


 


(C) “Board” means the
Board of Directors of the Company. 


 


(D) “Code” means the
Internal Revenue Code of 1986, as amended and in effect, or any successor statute as from time to time in effect. Any reference
to a provision of the Code shall be deemed to include a reference to any applicable guidance (as determined by the Board) with
respect to such provision. 


 


(E) “Committee” means
a committee of two or more members of the Board appointed by the Board in accordance with Section 3(c).



 


(F) “Company” means Hunting
Dog Capital Corp., a Delaware corporation. 


 


(G) “Continuous Service”
means the Participant’s uninterrupted service with the Company or an Affiliate, whether as an Employee or Employee Director.



 


Adopted: January
19, 2016


 




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(H) “Covered Transaction”
means any of (i) a consolidation, merger, stock sale or similar transaction or series of related transactions in which the Company
is not the surviving corporation or which results in the acquisition of all or substantially all of the Company’s then outstanding
common stock by a single person or entity or by a group of persons and/or entities acting in concert, (ii) a sale or transfer of
all or substantially all the Company’s assets, (iii) a dissolution or liquidation of the Company or (iv) following such time
as the Company has a class of equity securities listed on a national securities exchange or quoted on an inter-dealer quotation
system, a change in the membership of the Board for any reason such that the individuals who, as of the Effective Date, constitute
the Board of Directors of the Company (the “Continuing Directors”) cease for any reason to constitute at least
a majority of the Board (a “Board Change”); provided, however, that any individual becoming a director after
the Effective Date whose election or nomination for election by the Company’s shareholders was approved by a vote of at least
a majority of the Continuing Directors will be considered as though such individual were a Continuing Director, but excluding for
this purpose any such individual whose initial assumption of office occurs as a result of either an actual or threatened election
contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended)
or other actual or threatened solicitation of proxies or consents by or on behalf of any person or entity other than the Board.
Where a Covered Transaction involves a tender offer that is reasonably expected to be followed by a merger described in clause
(i) (as determined by the Board), the Covered Transaction shall be deemed to have occurred upon consummation of the tender offer.



 


(I) “Dividend Equivalent Rights”
has the meaning set forth in Section 11. 


 


(J) “Effective Date”
has the meaning set forth in Section 14. 


 


(K) “Employee” means
any person employed by the Company or an Affiliate. 


 


(L) “Employee Director”
means a member of the Board of Directors of the Company that is also an Employee of the Company.



 


(M) “Family Member” means
any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing
the Participant’s household (other than a tenant or employee), a trust in which these persons have more than fifty percent
of the beneficial interest, a foundation in which these persons (or the Participant) control the management of assets, and any
other entity in which these persons (or the Participant) own more than fifty percent of the voting interests.



 


(N) “Non-Employee Director”
means a member of the Board of Directors of the Company that is not an Employee of the Company. 


 


(O) “Participant” means
a person to whom an Award is granted pursuant to the Plan. 


 


(P) “Permitted Transferee”
means a Family Member of a Participant to whom an Award has been transferred by gift. 


 


(Q) “Plan” means this
2016 Incentive Award Plan. 


 


(R) “Restricted Stock”
means an Award of Stock for so long as the Stock remains subject to restrictions requiring that it be forfeited to the Company
if specified conditions are not satisfied. 


 


(S) “Securities Act”
means the Securities Act of 1933, as amended. 


 


(T) “Stock” means the
common stock of the Company, par value $.01 per share. 


 


3. ADMINISTRATION. 


 


(A) Administration By Board. The
Board shall administer the Plan unless and until it delegates administration to a Committee, as provided in Section 3(c).



 


(B) Powers of Board. The Board shall
have the power, subject to the express provisions of the Plan and applicable law:


 


To determine from time to time
which of the persons eligible under the Plan shall be granted Awards; when and how each Award shall be granted and documented;
what type or combination of types of Awards shall be granted; the provisions of each Award granted, including the time or times
when a person shall be permitted to exercise an Award; and the number of shares of Stock with respect to which an Award shall be
granted to each such person.


 


To construe and interpret the
Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its administration. The Board, in
the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Award documentation, in such
manner and to such extent as it shall deem necessary or expedient to make the Plan fully effective.



 


Adopted: January 19, 2016


 




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To amend the Plan or an Award
as provided in Section 12.


 


To terminate or suspend the Plan
as provided in Section 13. 


 


Generally, to exercise such powers
and to perform such acts as the Board deems necessary or expedient to promote the best interests of the Company and that are not
in conflict with the provisions of the Plan. 


 


(C) Delegation to Committee. The
Board may delegate administration of the Plan to a Committee or Committees of two (2) or more members of the Board, and the term
“Committee” shall apply to any persons to whom such authority has been delegated. If administration is delegated
to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore possessed by
the Board, including the power to delegate to a subcommittee any of the administrative powers the Committee is authorized to exercise
(and references in this Plan to the Board, other than the Board reference at the end of this sentence and the Board references
in the last sentence of this subsection (c), shall thereafter be to the Committee or subcommittee), subject, however, to such resolutions,
not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may abolish the Committee
at any time and revest in the Board the administration of the Plan. 


 


(D) Effect of Board’s Decision.
Determinations, interpretations and constructions made by the Board in good faith shall not be subject to review by any person
and shall be final, binding and conclusive on all persons. 


 


4. SHARES SUBJECT TO THE PLAN; CERTAIN LIMITS.



 


(A) Share Reserve. The maximum aggregate
number of shares of Stock that may be issued under the Plan pursuant to grants of Restricted Stock or the exercise of Awards is
ten million (10,000,000) shares. 


 


(B) Reversion of Shares to the Share
Reserve. If any Award shall for any reason expire or otherwise terminate, in whole or in part, the shares of Stock not acquired
under such Award shall revert to and again become available for issuance under the Plan.


 


(C) Type of Shares. The shares of
Stock subject to the Plan may be unissued shares or reacquired shares bought on the market or otherwise. No fractional shares of
Stock will be delivered under the Plan. 


 


(D) Limits on Individual Grants.
The maximum number of shares of our Stock that may be subject to one or more Awards granted to any person pursuant to the Plan
during any calendar year will be one million (1,000,000). Further, the maximum aggregate grant-date fair value of awards granted
to any Non-Employee Director during any calendar year will be $500,000. 


 


5. ELIGIBILITY. 


 


Awards for Restricted Stock may be granted
to Employees, Employee Directors and Non-Employee Directors. By accepting any Award granted hereunder, the Participant agrees to
the terms of the Award and the Plan. Notwithstanding any provision of this Plan to the contrary, awards of an acquired company
that are converted, replaced or adjusted in connection with the acquisition may contain terms and conditions that are inconsistent
with the terms and conditions specified herein, as determined by the Board. 


 


6. RESTRICTED STOCK PROVISIONS.



 


Each grant of Restricted Stock shall contain
such terms and conditions as the Board shall deem appropriate. The provisions of separate grants of Restricted Stock need not be
identical, but, to the extent relevant, each grant shall include (through incorporation by reference or otherwise) the substance
of each of the following provisions:


 


(A) Consideration. Awards of Restricted
Stock may be made in exchange for past services or other lawful consideration.



 


Adopted: January 19, 2016


 




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(B) Transferability of Restricted Stock.
Except as the Board otherwise expressly provides, Restricted Stock shall not be transferable other than by will or by the laws
of descent and distribution, consistent with federal and applicable state securities laws.


 


(C) Vesting. Subject to the terms
of this Plan, the Restricted Stock shall vest in accordance with the following schedule:


 


	Anniversary	Shares Vesting
	1st anniversary date	331/3%
	2nd anniversary date	331/3%
	3rd anniversary date	331/3%


 


Notwithstanding anything to the contrary,
all Awards granted to Non-Employee Directors shall vest 100% on the 1st anniversary date.


 


(D) Termination of Continuous Service.
Unless the Board expressly provides otherwise, immediately upon the cessation of a Participant’s Continuous Service, that
portion, if any, of any Restricted Stock held by the Participant or the Participant’s Permitted Transferee that is not then
vested will thereupon terminate and the unvested shares will be returned to the Company and will be available to be issued as Awards
under this Plan.


 


(E) Restrictions. All shares of Restricted
Stock (including any shares received by Participants as a result of stock dividends, stock splits or any other form of recapitalization)
shall, in each individual Award Agreement, be subject to such restrictions and vesting requirements as the Board shall provide.
Such restrictions may include, without limitation, restrictions concerning voting rights and transferability and such restrictions
may lapse separately or in combination at such times and pursuant to such circumstances or based on such criteria as selected by
the Board, including, without limitation, criteria based on the Participant’s duration of employment, directorship or consultancy
with the Company, Company performance, individual performance or other criteria selected by the Board. By action taken after the
Restricted Stock is issued, the Board may, on such terms and conditions as it may determine to be appropriate, accelerate the vesting
of such Restricted Stock by removing any or all of the restrictions imposed by the terms of the Program or the Award Agreement.
Restricted Stock may not be sold or encumbered until all restrictions are terminated or expire.


 


(F) Certificates for Restricted Stock.
Restricted Stock granted pursuant to the Plan may be evidenced in such manner as the Board shall determine. Certificates or book
entries evidencing shares of Restricted Stock must include an appropriate legend referring to the terms, conditions, and restrictions
applicable to such Restricted Stock. The Company may, in it sole discretion, (a) retain physical possession of any stock certificate
evidencing shares of Restricted Stock until the restrictions thereon shall have lapsed and/or (b) require that the stock certificates
evidencing shares of Restricted Stock be held in custody by a designated escrow agent (which may but need not be the Company) until
the restrictions thereon shall have lapsed, and that the Participant deliver a stock power, endorsed in blank, relating to such
Restricted Stock. 


 


9. MISCELLANEOUS. 


 


(A) Acceleration. The Board shall
have the power to accelerate the time at which an Award or any portion thereof vests, regardless of the tax or other consequences
to the Participant or the Participant’s Permitted Transferee resulting from such acceleration.



 


(B) No Employment or Other Service Rights.
Nothing in the Plan or any instrument executed or Award granted pursuant thereto shall confer upon any Participant any right to
continue in the employment of, or to continue to serve as a director of, the Company or an Affiliate or shall affect the right
of the Company or an Affiliate to terminate (i) the employment of the Participant (if the Participant is an Employee) with or without
notice and with or without cause or (ii) the service of an Employee Director (if the Participant is an Employee Director) pursuant
to the Bylaws of the Company or an Affiliate and any applicable provisions of the corporate law of the state in which the Company
or the Affiliate is incorporated. Nothing in the Plan will be construed as giving any person any rights as a stockholder except
as to shares of Stock actually issued under the Plan. The loss of existing or potential profit in Awards will not constitute an
element of damages in the event of termination of service for any reason, even if the termination is in violation of an obligation
of the Company or an Affiliate to the Participant. 


 


Adopted: January 19, 2016


 




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(D) Legal Conditions on Delivery of Stock.
The Company will not be obligated to deliver any shares of Stock pursuant to the Plan or to remove any restriction from shares
of Stock previously delivered under the Plan until: (i) the Company is satisfied that all legal matters in connection with the
issuance and delivery of such shares have been addressed and resolved, including compliance with federal and applicable state securities
laws; (ii) if the outstanding Stock is at the time of delivery listed on any stock exchange or national market system, the shares
to be delivered have been listed or authorized to be listed on such exchange or system upon official notice of issuance; and (iii)
all conditions of the Award have been satisfied or waived. If the sale of Stock has not been registered under the Securities Act,
the Company may require, as a condition to the grant or the exercise of the Award, such representations or agreements as counsel
for the Company may consider appropriate to avoid violation of the Securities Act. The Company may require that certificates evidencing
Stock issued under the Plan bear an appropriate legend reflecting any restriction on transfer applicable to such Stock, and the
Company may hold the certificates pending lapse of the applicable restrictions. 


 


(E) Withholding Obligations. Each
grant or exercise of an Award granted hereunder shall be subject to the Participant’s having made arrangements satisfactory
to the Board for the full and timely satisfaction of all federal, state, local and other tax withholding requirements applicable
to such grant, exercise or exchange. Without limiting the generality of the foregoing, the Participant may satisfy such withholding
requirements by tendering a check (acceptable to the Board) for the full amount of such withholding.


 


(F) Section 409A. Awards under the
Plan are intended either to qualify for an exemption from Section 409A or to comply with the requirements thereof, and shall be
construed accordingly.


 


(G) Award Contracts. All awards under
the Plan will be set forth in award agreements, which will detail all terms and conditions of the awards, including any applicable
vesting and payment terms and post-termination exercise limitations. 


 


10. ADJUSTMENTS UPON CHANGES IN STOCK.



 


(A) Capitalization Adjustments. In
the event of a stock dividend, stock split or combination of shares (including a reverse stock split), recapitalization or other
change in the Company’s capital structure, the Board will make appropriate adjustments to the maximum number of shares specified
in Section 4(a) that may be delivered under the Plan, to the maximum per-Participant share limit described in Section 4(d) and
will also make appropriate adjustments to the number and kind of shares of stock or securities subject to Awards then outstanding
or subsequently granted, any exercise prices relating to Awards and any other provision of Awards affected by such change. To the
extent consistent with the performance-based compensation rules of Section 162(m) of the Code, where applicable, the Board may
also make adjustments of the type described in the preceding sentence to take into account distributions to stockholders other
than those provided for in such sentence, or any other event, if the Board determines that adjustments are appropriate to avoid
distortion in the operation of the Plan and to preserve the value of Awards granted hereunder. 


 


(B) Covered Transaction. Except as
otherwise provided in an Award, in the event of a Covered Transaction in which there is an acquiring or surviving entity, the Board
may provide for the assumption of some or all outstanding Awards, or for the grant of new awards in substitution therefor, by the
acquiror or survivor or an affiliate of the acquiror or survivor, in each case on such terms and subject to such conditions as
the Board determines. In the absence of such an assumption or if there is no substitution, except as otherwise provided in the
Award, each Award will become fully vested or exercisable prior to the Covered Transaction on a basis that gives the holder of
the Award a reasonable opportunity, as determined by the Board, to participate as a stockholder in the Covered Transaction following
vesting or exercise, and the Award will terminate upon consummation of the Covered Transaction. 


 


Adopted: January 19, 2016


 




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11. DIVIDEND EQUIVALENT RIGHTS.



 


The Board may provide for the payment of
amounts in lieu of cash dividends or other cash distributions (“Dividend Equivalent Rights”) with respect to
Stock subject to an Award; provided, however, that grants of Dividend Equivalent Rights must be approved by order of the Securities
and Exchange Commission. The Board may impose such terms, restrictions and conditions on Dividend Equivalent Rights, including
the date such rights will terminate, as it deems appropriate, and may terminate, amend or suspend such Dividend Equivalent Rights
at any time without the consent of the Participant or Participants to whom such Dividend Equivalent Rights have been granted, if
any. The Board may, in its sole discretion, provide that Dividend Equivalent Rights shall be earned by a Participant in the Plan
based on dividends declared on the Stock, to be credited as of dividend payment dates during the period between the date an Award
of Restricted Stock is granted to a Participant and the maturity date of such Award. 


 


12. AMENDMENT OF THE PLAN AND AWARDS.



 


The Board may at any time or times amend
the Plan or any outstanding Award for any purpose which may at the time be permitted by law, and may at any time terminate the
Plan as to any future grants of Awards; provided, that except as otherwise expressly provided in the Plan the Board may not, without
the Participant’s consent, alter the terms of an Award so as to affect substantially and adversely the Participant’s
rights under the Award, unless the Board expressly reserved the right to do so at the time of the grant of the Award. Any amendments
to the Plan shall be conditioned upon stockholder approval only to the extent, if any, such approval is required by law (including
the Code and applicable stock exchange requirements), as determined by the Board. 


 


13. TERMINATION OR SUSPENSION OF THE PLAN.



 


(A) Plan Term. The Board may suspend
or terminate the Plan at any time. Unless sooner terminated, the Plan shall terminate on the day before the tenth (10th) anniversary
of the date the Plan is initially adopted. No Awards may be granted under the Plan while the Plan is suspended or after it is terminated.



 


(B) No Impairment of Rights. Suspension
or termination of the Plan shall not impair rights and obligations under any Awards granted while the Plan is in effect except
with the written consent of the Participant. 


 


14. EFFECTIVE DATE OF PLAN.



 


The Plan shall become effective on the date
hereof as evidenced by the adoption date at the bottom of each page of this document (the “Effective Date”).



 


15. INFORMATION RIGHTS OF PARTICIPANTS



 


The Company shall provide to each Participant
who acquires Stock pursuant to the Plan, not less frequently than annually, copies of annual financial statements (which need not
be audited). The Company shall not be required to provide such statements to key employees whose duties in connection with the
Company assure their access to equivalent information. 


 


16. SEVERABILITY. 


 


If any provision of this Plan or any Award
is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Participant or Award, or would
disqualify this Plan or any Award under any applicable law, such provision shall be construed or deemed amended to conform to the
applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Board, materially altering
the intent of this Plan or the Award, such provision shall be stricken as to such jurisdiction, Participant or Award and the remainder
of this Plan and any such Award shall remain in full force and effect. 


 


17. OTHER COMPENSATION ARRANGEMENTS



 


The existence of the Plan or the grant of
any Award will not in any way affect the Company’s right to award a person bonuses or other compensation in addition to Awards
under the Plan. 


 


Adopted: January 19, 2016


 




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18. WAIVER OF JURY TRIAL.


 


By accepting an Award under the Plan, each Participant waives
any right to a trial by jury in any action, proceeding or counterclaim concerning any rights under the Plan and any Award, or under
any amendment, waiver, consent, instrument, document or other agreement delivered or which in the future may be delivered in connection
therewith, and agrees that any such action, proceedings or counterclaim shall be tried before a court and not before a jury. By
accepting an Award under the Plan, each Participant certifies that no officer, representative, or attorney of the Company has represented,
expressly or otherwise, that the Company would not, in the event of any action, proceeding or counterclaim, seek to enforce the
foregoing waivers.




 


19. LIMITATION ON LIABILITY.



 


Notwithstanding anything to the contrary in the Plan, neither the Company nor the Board, nor any person acting on behalf of
the Company or the Board, shall be liable to any Participant or to the estate or beneficiary of any Participant by reason
of any acceleration of income, or any additional tax, asserted by reason of the failure of an Award to satisfy the requirements
of Section 422 or Section 409A or by reason of Section 4999 of the Code; provided, that nothing in this Section 19 shall limit
the ability of the Board or the Company to provide by express agreement with a Participant for a gross-up payment or other
payment in connection with any such tax or additional tax.


 


Adopted: January 19, 2016


 






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