Blueprint






Exhibit 10.5






NOTICE
OF GRANT OF [INCENTIVE/NON-QUALIFIED] STOCK OPTION


ENDRA
LIFE SCIENCES INC.


2016
OMNIBUS INCENTIVE PLAN


FOR
GOOD AND VALUABLE CONSIDERATION, ENDRA Life Sciences Inc. (the
“Company”)
hereby grants, pursuant to the provisions of the ENDRA Life
Sciences Inc. 2016 Omnibus Incentive Plan (the “Plan”), to the Grantee designated
in this Notice of Grant of [Incentive/Non-qualified] Stock Option
(“Notice of
Grant”) [an Incentive/a Non-qualified] Stock Option to
purchase the number of Shares set forth in this Notice of Grant
(the “Option”),
subject to certain terms and conditions as outlined below in this
Notice of Grant and the additional terms and conditions set forth
in the attached Terms and Conditions of Stock Option (together with
this Notice of Grant, the “Award Agreement”).


	


Grantee:


 

	

[______]


 


	


Type of Option:


 

	

[Incentive/Non-qualified]
Stock Option


 


	


Grant Date:


 

	

[______]


 


	


Number of Shares Purchasable:


 

	

[______]


 


	


Option Price per Share:


 

	

$[_____], which is
the Fair Market Value as of the Grant Date


 


	


Expiration Date:


 

	

[______], which is
[__] years from the Grant Date


 


	


Exercisability Schedule:


 

	

 


 


[Notwithstanding
the foregoing Exercisability Schedule, exercisability of all or
some portion of the Option may be accelerated in accordance with
the terms and conditions of Section 2(c) of the attached Terms
and Conditions.]


 


	


Exercise after Separation from Service:


 

	

Separation from Service for any reason other
than death, Disability or Cause: any non-exercisable portion
of the Option expires immediately and any exercisable portion of
the Option remains exercisable for [90 days] following Separation
from Service for any reason other than death, Disability or
Cause.


Separation from Service due to death or
Disability: any non-exercisable portion of the Option
expires immediately and any exercisable portion of the Option
remains exercisable for [12 months] following Separation from
Service due to death or Disability.


Separation from Service for Cause: the
entire Option, including any exercisable and non-exercisable
portion, expires immediately upon Separation from Service for
Cause.



IN NO EVENT MAY THE OPTION BE EXERCISED AFTER THE EXPIRATION DATE
AS PROVIDED ABOVE.


 







 



 Notice
of Grant - Page 1







 






By
signing below, the Grantee agrees that the Option is granted under
and governed by the terms and conditions of the Plan and the Award
Agreement, as of the Grant Date.


	
 GRANTEE

	
 

	
 ENDRA
LIFE SCIENCES INC.


	
 

	
 

	
 


	
 Sign Name:
_________________________________


	
 

	
 Sign
Name:_________________________________


	
 

	
 

	
 


	
 Print
Name:_________________________________

	
 

	
 Print
Name:_________________________________


	
 

	
 

	
 


	
 

	
 

	
 Title:_______________________________________                                               


	
 

	
 

	
 









 


 




Notice
of Grant - Page 2









Exhibit 10.5






TERMS
AND CONDITIONS OF STOCK OPTION


1.           Grant
of Option. The Option granted to the Grantee and described
in the Notice of Grant is subject to the terms and conditions of
the Plan. The terms and conditions of the Plan are hereby
incorporated herein by reference. Except as otherwise expressly set
forth herein, the Award Agreement shall be construed in accordance
with the terms and conditions of the Plan. Any capitalized term not
otherwise defined in the Award Agreement shall have the definition
set forth in the Plan.


The
Committee has approved the grant to the Grantee of the Option,
conditioned upon the Grantee’s acceptance of the terms and
conditions of the Award Agreement within 60 days after the Award
Agreement is presented to the Grantee for review.


[If
designated in the Notice of Grant as an Incentive Stock Option, the
Option is intended to qualify as an Incentive Stock Option. To the
extent that the Option fails to meet the requirements of an
Incentive Stock Option or is not designated as an Incentive Stock
Option, the Option shall be treated as a Non-qualified Stock
Option.]


2.           Exercise
of Option.


(a)           Right
to Exercise. The Option shall be exercisable, in whole or in
part, during its term in accordance with the Exercisability
Schedule set forth in the Notice of Grant and with the applicable
provisions of the Plan and the Award Agreement. No Shares shall be
issued pursuant to the exercise of the Option unless the issuance
and exercise comply with applicable laws. Assuming such compliance,
for income tax purposes the Shares shall be considered transferred
to the Grantee on the date on which the Option is exercised with
respect to such Shares. Until such time as the Option has been duly
exercised and Shares have been delivered, the Grantee shall not be
entitled to exercise any voting rights with respect to such Shares,
shall not be entitled to receive dividends or other distributions
with respect thereto and shall not have any other rights of a
Stockholder with respect thereto.


(b)           Method
of Exercise. The Grantee may exercise the Option by
delivering an exercise notice in a form approved by the Company
(the “Exercise
Notice”), which shall state the election to exercise
the Option, the number of Shares with respect to which the Option
is being exercised, and such other representations and agreements
as may be required by the Company. The Exercise Notice shall be
accompanied by payment of the aggregate Option Price as to all
Shares exercised. The Option shall be deemed to be exercised upon
receipt by the Company of such fully executed Exercise Notice
accompanied by the aggregate Option Price (as well as any
applicable withholding or other taxes).


(c)           Acceleration
of Exercisability under Certain Circumstances. [The
exercisability of the Option shall not be accelerated under any
circumstances, except as otherwise provided in the Plan. / The
exercisability of the Option shall not be accelerated under any
circumstances, except as otherwise provided in the Plan;
provided, however, that the Option shall become
fully exercisable immediately prior to, and contingent upon, a
Change in Control.]


3.           Method
of Payment. If the Grantee elects to exercise the Option by
submitting an Exercise Notice in accordance with Section 2(b)
above, the aggregate Option Price (as well as any applicable
withholding or other taxes) shall be paid by cash or check;
provided, however, that the
Committee may, but is not required to, consent to payment in any of
the following forms, or a combination of them:


(a)           cash
or check;


(b)           a
“net exercise” under which the Company reduces the
number of Shares issued upon exercise by the largest whole number
of Shares with a Fair Market Value that does not exceed the
aggregate Option Price and any applicable withholding, or such
other consideration received by the Company under a cashless
exercise program approved by the Company in connection with the
Plan;



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and Conditions - Page 1







 






(c)           surrender
of other Shares owned by the Grantee that have a Fair Market Value
on the date of surrender equal to the aggregate Option Price of the
exercised Shares and any applicable withholding; or


(d)           any
other consideration that the Committee deems appropriate and in
compliance with applicable law.


4.           Restrictions
on Exercise. The Option may not be exercised until such time
as the Plan has been approved by the Stockholders, or if the
issuance of the Shares upon exercise or the method of payment of
consideration for those Shares would constitute a violation of any
applicable law, regulation or Company policy.


5.           Transferability.


(a)           The
Option may not be transferred in any manner other than by will or
by the laws of descent or distribution and may be exercised during
the lifetime of the Grantee only by the Grantee[; provided, however, that the Grantee may transfer
the Option (a) pursuant to a domestic relations order by a court of
competent jurisdiction or (b) to any Family Member of the Grantee
in accordance with Section 17.11.2 of the Plan (entitled
“Family Transfers,” or any successor provision thereto)
by delivering to the Company a notice of assignment in a form
acceptable to the Company. No transfer or assignment of the Option
to or on behalf of a Family Member under this Section 5 shall
be effective until the Company has acknowledged such transfer or
assignment in writing].


(b)           Without
limitation of Section 9 below, any Issued Shares in connection with
the Option shall be subject to the Company’s right of first
refusal under Section 17.4.1 of the Plan (entitled “Right of
First Refusal,” or any successor provision thereto), the
Company’s right of repurchase under Section 17.4.2 of the
Plan (entitled “Right of Repurchase,” or any successor
provision thereto), the market standoff requirement under Section
17.5 of the Plan (entitled “Market Standoff
Requirement,” or any successor provision thereto), and the
transfer restrictions under Section 17.11.3 of the Plan (entitled
“Issued Shares,” or any successor provision
thereto).


6.           Term
of Option. The Option may be exercised only within the term
set forth in the Notice of Grant, and may be exercised during such
term only in accordance with the Plan and the terms of the Award
Agreement.


7.           Withholding.


(a)           The
Committee shall determine the amount of any withholding or other
tax required by law to be withheld or paid by the Company with
respect to any income recognized by the Grantee with respect to the
Option.


(b)           The
Grantee shall be required to meet any applicable tax withholding
obligation in accordance with the provisions of Section 17.3
of the Plan (entitled “Withholding Taxes,” or any
successor provision thereto).


(c)           [Subject
to any rules prescribed by the Committee, the Grantee shall have
the right to elect to meet any withholding requirement (i) by
having withheld from the Option at the appropriate time that number
of whole Shares whose Fair Market Value is equal to the amount of
any taxes required to be withheld with respect to the Option, (ii)
by direct payment to the Company in cash of the amount of any taxes
required to be withheld with respect to the Option or (iii) by a
combination of Shares and cash.]


 (d)           [If
the Grantee makes any disposition of Shares delivered pursuant to
the exercise of an Incentive Stock Option under the circumstances
described in Code Section 421(b) (relating to certain disqualifying
dispositions), the Grantee shall notify the Company of such
disposition within 10 days of such disposition.]


8.           Adjustment.
Upon any event described in Section 15 of the Plan (entitled
“Effect of Changes in Capitalization,” or any successor
provision thereto) occurring after the Grant Date, the adjustment
provisions as provided for under Section 15 of the Plan (or
any successor provision thereto) shall apply to the
Option.



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and Conditions - Page 2







 






9.           Bound
by Plan and Committee Decisions. By accepting the Option,
the Grantee acknowledges that the Grantee has received a copy of
the Plan, has had an opportunity to review the Plan, and agrees to
be bound by all of the terms and conditions of the Plan. In the
event of any conflict between the provisions of the Award Agreement
and the Plan, the provisions of the Plan shall control. The
authority to manage and control the operation and administration of
the Award Agreement and the Plan shall be vested in the Committee,
and the Committee shall have all powers with respect to the Award
Agreement as it has with respect to the Plan. Any interpretation of
the Award Agreement or the Plan by the Committee and any decision
made by the Committee with respect to the Award Agreement or the
Plan shall be final and binding on all persons.


10.           Grantee
Representations. The Grantee hereby represents to the
Company that the Grantee has read and fully understands the
provisions of the Award Agreement and the Plan and that the
Grantee’s decision to participate in the Plan is completely
voluntary. Further, the Grantee acknowledges that the Grantee is
relying solely on his or her own advisors with respect to the tax
consequences of the Option.


11.           Regulatory
Limitations on Exercises. Notwithstanding the other
provisions of the Award Agreement, the Committee may impose such
conditions, restrictions, and limitations (including suspending the
exercise of the Option and the tolling of any applicable exercise
period during such suspension) on the issuance of Common Stock with
respect to the Option unless and until the Committee determines
that such issuance complies with (a) any applicable registration
requirements under the Securities Act or the Committee has
determined that an exemption therefrom is available, (b) any
applicable listing requirement of any stock exchange on which the
Common Stock is listed, (c) any applicable Company policy or
administrative rules, and (d) any other applicable provision of
state, federal, or foreign law, including foreign securities laws
where applicable.


12.           Miscellaneous.


(a)           Notices.
Any notice that either party hereto may be required or permitted to
give to the other shall be in writing and may be delivered
personally, by intraoffice mail, by fax, by electronic mail or
other electronic means, or via a postal service, postage prepaid,
to such electronic mail or postal address and directed to such
person as the Company may notify the Grantee from time to time; and
to the Grantee at the Grantee’s electronic mail or postal
address as shown on the records of the Company from time to time,
or at such other electronic mail or postal address as the Grantee,
by notice to the Company, may designate in writing from time to
time.


(b)           Waiver.
The waiver by any party hereto of a breach of any provision of the
Award Agreement shall not operate or be construed as a waiver of
any other or subsequent breach.


(c)           Entire
Agreement. The Award Agreement and the Plan constitute the
entire agreement between the parties with respect to the Option.
Any prior agreements, commitments, or negotiations concerning the
Option are superseded.


(d)           Binding
Effect; Successors. The obligations and rights of the
Company under the Award Agreement shall be binding upon and inure
to the benefit of the Company and any successor corporation or
organization resulting from the merger, consolidation, sale, or
other reorganization of the Company, or upon any successor
corporation or organization succeeding to substantially all of the
assets and business of the Company. The obligations and rights of
the Grantee under the Award Agreement shall be binding upon and
inure to the benefit of the Grantee and the beneficiaries,
executors, administrators, heirs, and successors of the
Grantee.


(e)           Governing
Law; Consent to Jurisdiction; Consent to Venue. The Award
Agreement shall be construed and interpreted in accordance with the
internal laws of the State of Delaware without regard to principles
of conflicts of law thereof, or principles of conflicts of laws of
any other jurisdiction that could cause the application of the laws
of any jurisdiction other than the State of Delaware. For purposes
of resolving any dispute that arises directly or indirectly from
the relationship of the parties evidenced by the Option or the
Award Agreement, the parties hereto hereby submit to and consent to
the exclusive jurisdiction of the State of Michigan and agree that
any related litigation shall be conducted solely in the courts of
Washtenaw County, Michigan or the federal courts for the United
States for the Eastern District of Michigan where the Award
Agreement is made and/or to be performed, and no other
courts.



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and Conditions - Page 3







 






(f)           Headings.
The headings contained herein are for the sole purpose of
convenience of reference, and shall not in any way limit or affect
the meaning or interpretation of any of the terms or provisions of
the Award Agreement.


(g)           Amendment.
The Award Agreement may be amended at any time by the Committee,
provided that no amendment
may, without the consent of the Grantee, materially impair the
Grantee’s rights with respect to the Option.


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


(i)           No
Rights to Service. Nothing contained in the Award Agreement
shall be construed as giving the Grantee any right to be retained,
in any position, as a director, officer, employee, or consultant of
the Company or its Affiliates, or shall interfere with or restrict
in any way the rights of the Company or its Affiliates, which are
hereby expressly reserved, to remove, terminate, or discharge the
Grantee at any time for any reason whatsoever or for no reason,
subject to the Company’s articles of incorporation, bylaws,
and other similar governing documents and applicable
law.


(j)           Section
409A. It is intended that the Award Agreement and the Option
will be exempt from (or in the alternative will comply with) Code
Section 409A, and the Award Agreement shall be administered
accordingly and interpreted and construed on a basis consistent
with such intent. This Section 12(j) shall not be construed as
a guarantee of any particular tax effect for the Grantee’s
benefits under the Award Agreement and the Company does not
guarantee that any such benefits will satisfy the provisions of
Code Section 409A or any other provision of the Code.


(j)           Further
Assurances. The Grantee agrees, upon demand of the Company
or the Committee, to do all acts and execute, deliver, and perform
all additional documents, instruments, and agreements that may be
reasonably required by the Company or the Committee, as the case
may be, to implement the provisions and purposes of the Award
Agreement and the Plan.


(k)           Confidentiality.
The Grantee agrees that the terms and conditions of the Option
award reflected in the Award Agreement are strictly confidential
and, with the exception of the Grantee’s counsel, tax
advisor, immediate family, or as required by applicable law, have
not and shall not be disclosed, discussed, or revealed to any other
persons, entities, or organizations, whether within or outside
Company, without prior written approval of Company. The Grantee
shall take all reasonable steps necessary to ensure that
confidentiality is maintained by any of the individuals or entities
referenced above to whom disclosure is authorized.




Terms
and Conditions - Page 4