Exhibit 10.5


 


Cardax,
Inc.


2014
Equity Compensation Plan


 


Notice
of Stock Option Grant


in
substitution of Stock Option Grant


under
the


Cardax
Pharmaceuticals, Inc.


2006
Stock Incentive Plan


 


In accordance
with the terms of that certain Agreement and Plan of Merger, dated as of November 27, 2013 (the “Merger
Agreement”), Cardax, Inc. (the “Company”) hereby grants you the following Option to purchase shares of its
common stock (“Shares”). This Notice of Stock Option Grant is issued in substitution and replacement of the Stock
Option Grant issued to you on ___________ under the Cardax Pharmaceuticals, Inc. 2006 Stock Incentive Plan (the “Prior
Option”). The terms and conditions of this Option are set forth in the Stock Option Agreement and the Cardax, Inc. 2014
Equity Compensation Plan (the “Plan”), both of which are attached to and made part of this document.


 


Except as otherwise
defined herein, capitalized terms used in this Notice of Stock Option Grant shall have the meaning assigned to such terms in the
Plan.


 


For purposes of Section
409A of the Code, the substation of the Prior Option for this Option is intended to meet the requirements of Treasury Regulation
§ 1.409A-1(b)(v)(D).


 


Notwithstanding Section
4 of the Stock Option Agreement to the contrary, in the event your employment or other service with the Company terminates for
any reason, this Option shall remain exercisable for the full Option Period.


 


Pursuant to the Merger
Agreement, as of the Date of Grant, the Prior Option is superseded, is of no force and effect, and has been replaced by this Notice
of Stock Option Grant.


 


	Date of Grant:	February 7, 2014
	 	 
	Name of Optionee:	_________________
	 	 
	Number of Option Shares:	__________
	 	 
	Exercise Price per Share:	$0.155
	 	 
	Option Period:	_______________________________
	 	 
	Type of Option:	NQSO
	 	 
	Vesting Schedule:	The shares subject to this Option are fully vested upon the Date of Grant.


 




    	 



    	 



    

 


By signing this Notice
of Stock Option Grant, you acknowledge receipt of a copy of the Plan and agree that: (a) you have carefully read, fully understand
and agree to all of the terms and conditions described in the attached Stock Option Agreement, the Plan document and the Notice
of Exercise and Common Stock Purchase Agreement; (b) you hereby make the purchaser’s investment representations contained
in the Exercise Notice with respect to the grant of this Option; (c) you understand and agree that the Notice of Stock Option Grant
and the Stock Option Agreement constitutes the entire understanding between you and the Company regarding this Option and that
any prior agreements, commitments or understandings concerning this Option, including, but not limited to, the Prior Option, are
replaced and superseded; and (d) you have been given an opportunity to consult your own legal and tax advisors with respect to
all matters relating to this Option prior to signing this Notice of Stock Option Grant and that you have either consulted such
advisors or voluntarily declined to consult such advisors.


 


	______________	Cardax,
    Inc.
	 	 
	__________________________	By:____________________________
	 	Name:
	 	Title: