Exhibit 10.5


 


BOUSTEAD WAVEFRONT INC.


2022 OMNIBUS EQUITY INCENTIVE PLAN


INCENTIVE STOCK OPTION AGREEMENT


 


THIS AGREEMENT made as of _____________,
2022 [insert date on which Committee grants the Option] (the “Grant Date”), by and between Boustead Wavefront
Inc. a Cayman Islands exempted company (the “Company”), and ____________________ (the “Optionee”).


 


WITNESSETH:


 


WHEREAS, the Company has adopted
and maintains the Boustead Wavefront Inc. 2022 Omnibus Equity Incentive Plan effective [____________], 2022 (the “Plan”),
and


 


WHEREAS, the Committee has authorized
the grant to the Optionee of an Option under the Plan, on the terms and conditions set forth in the Plan and as hereinafter provided,


 


NOW, THEREFORE, in consideration
of the premises contained herein, the Company and the Optionee hereby agree as follows:


 


1. Plan.
This Option award is made pursuant to the terms of the Plan which are incorporated herein by reference. Terms used in this Agreement which
are defined in the Plan shall have the same meaning as set forth in the Plan.


 


2. Grant of Option. The Company hereby
grants to the Optionee an option to purchase [insert # of shares] of the Company’s Shares for an Option price per Share
equal to [insert price] (the Fair Market Value of a Share on the date of the grant of the Option) [for more than 10% shareholders
must be at least 110% of FMV]. The Option is intended by the Committee to qualify as an Incentive Stock Option as provided in Section
9 and the provisions hereof shall be interpreted on a basis consistent with such intent.


 


3. Exercise Period.


 


(a) The Option shall be exercisable
on or after vesting of the Option pursuant to the terms of the Plan and this Agreement.


 


(b) All or any part of the Option
may be exercised by the Optionee no later than the tenth (10th) anniversary of the Grant Date. [for more than 10% shareholders must
be 5 years from Grant Date]


 


(c) This Agreement and the Option
shall terminate on the earlier of (i) the tenth (10th) anniversary of the Grant Date, or (ii) the date as of which the Option has been
fully exercised.


 


4. Vesting. Except as provided below and
subject to the Optionee’s continuation of service with the Company during the vesting period, [twenty five percent (25%) of the
shares underlying the Option awarded hereunder shall vest on the first anniversary of the Grant Date and the remainder shall vest in
equal monthly installments for a period of three (3) years thereafter.]


 






     


     


    

 


5. Termination
of Service. In the event of the Optionee’s Termination of Service with the Company, the provisions of Article VI of the Plan
shall control.


 


6. [Change
of Control. Notwithstanding the foregoing, upon a Change of Control, the Option shall automatically become fully vested and exercisable
as of the date of such Change of Control.]


 


7. Restrictions
on Transfer of Option. This Agreement and the Option shall not be transferable otherwise than by will or by the laws of descent and
distribution and the Option shall be exercisable, during the Optionee’s lifetime, solely by the Optionee.


 


8. Exercise
of Option.


 


(a) The
Option shall become exercisable at such time as shall be provided herein or in the Plan and shall be exercisable by written notice of
such exercise, in the form prescribed by the Committee, to the Secretary of the Company, at its principal office, or electronically to
compensationcommittee@bousteadwavefront.com. The notice shall specify the number of Shares for which the Option is being exercised.


 


(b) Except
as otherwise provided in Sections 8(c) and 8(d), Shares purchased pursuant to the Option shall be paid for in full at the time of such
purchase in cash, in Shares, including Shares acquired pursuant to the Plan, or part in cash and part in Shares. Shares transferred in
payment of the Option price shall be valued as of the date of transfer based on their Fair Market Value.


 


(c) The
Option price may be paid, in whole or in part, by (i) an immediate market sale or margin loan as to all or a part of the Shares which
the Optionee shall be entitled to receive upon exercise of the Option, pursuant to an extension of credit by the Company to the Optionee
of the Option price (or portion thereof to be so paid), (ii) the delivery of the Shares from the Company directly to a brokerage firm,
and (iii) the delivery of the Option price from sale or margin loan proceeds from the brokerage firm directly to the Company.


 


(d) The
Option price may be paid, in whole or in part, by reducing the number of Shares to be issued upon exercise of the Option by the number
of Shares having an aggregate Fair Market Value equal to the Option price (or portion thereof to be so paid) as of the date of the Option’s
exercise.


 


9. Tax
Status of Option. 


 


(a) Incentive
Stock Option. This Option is intended to be an Incentive Stock Option within the meaning of Section 422(b) of the Code, but the Company
does not represent or warrant that this Option qualifies as such. The Optionee should consult with the Optionee’s own tax advisor
regarding the tax effects of this Option and the requirements necessary to obtain favorable income tax treatment under Section 422 of
the Code, including, but not limited to, holding period requirements. If at any time the Option shall fail or cease to meet the requirements
of Section 422 of the Code, it shall automatically convert to, and be treated as, a Non-qualified Stock Option under the terms of the
Plan.


 






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(b) Exercise
Limitation. An Option shall not be treated as an Incentive Stock Option to the extent the aggregate Fair Market Value (determined
at the time the Option is granted) of the Shares with respect to which the Optionee may exercise the Option for the first time during
any calendar year, when added to the aggregate Fair Market Value of the shares subject to any other options designated as Incentive Stock
Options granted to the Optionee under all stock option plans of Company and any parent corporation or subsidiary corporation thereof (both
as defined in Section 424 of the Code) prior to the Grant Date with respect to which such options are exercisable for the first time during
the same calendar year, shall exceed One Hundred Thousand Dollars ($100,000), as and only to the extent necessary to comply with the limitations
under Code Section 422(d). For purposes of the preceding sentence, options designated as Incentive Stock Options shall be taken into account
in the order in which they were granted, and the Fair Market Value of shares of stock shall be determined as of the time the option with
respect to such shares is granted as required under Code Section 422(d).


 


(c) Notice
of Disqualifying Disposition. The Optionee shall promptly notify the Company if the Optionee disposes of any of the Shares acquired
pursuant to the Option within one (1) year after the date the Optionee exercises all or part of the Option or within two (2) years after
the Grant Date of Option. Until such time as the Optionee disposes of such Shares in a manner consistent with the provisions of this Agreement,
unless otherwise expressly authorized by the Company, the Optionee shall hold all Shares acquired pursuant to the Option in the Optionee’s
name (and not in the name of any nominee) for the one-year period immediately after the exercise of the Option and the two-year period
immediately after the Grant Date of the Option. At any time during the one-year or two-year periods set forth above, the Company may place
a legend on any certificate representing shares acquired pursuant to the Option requesting the transfer agent for the Company’s
stock to notify the Company of any such transfers. The obligation of the Optionee to notify the Company of any such transfer shall continue
notwithstanding that a legend has been placed on the certificate pursuant to the preceding sentence.


 


10. Regulation
by the Committee. This Agreement and the Option shall be subject to the administrative procedures and rules as the Committee shall
adopt. All decisions of the Committee upon any question arising under the Plan or under this Agreement, shall be conclusive and binding
upon the Optionee and any person or persons to whom any portion of the Option has been transferred by will, by the laws of descent and
distribution.


 


11. Rights
as a Shareholder. The Optionee shall have no rights as a shareholder with respect to Shares subject to the Option until the Option
has been duly exercised and the Shares are issued to the Optionee.


 


12. Reservation
of Shares. With respect to the Option, the Company hereby agrees to at all times reserve for issuance and/or delivery upon payment
by the Optionee of the Option price, such number of Shares as shall be required for issuance and/or delivery upon such payment pursuant
to the Option.


 






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13. Delivery
of Share Certificates. Within a reasonable time after the exercise of the Option the Company shall cause to be delivered to the Optionee,
his or her legal representative or his or her beneficiary, a certificate for the Shares purchased pursuant to the exercise of the Option.


 


14. Withholding.
In the event the Optionee elects to exercise the Option (or any part thereof), the Company or an Affiliate shall be entitled to deduct
and withhold the minimum amount necessary in connection with the issuance of Shares to the Optionee to satisfy its withholding obligations
under any and all federal, state or local tax rules or regulations.


 


15. Amendment.
The Committee may amend this Agreement at any time and from time to time; provided, however, that no amendment of this Agreement that
would materially and adversely impair the Optionee’s rights or entitlements with respect to the Option shall be effective without
the prior written consent of the Optionee.


 


16. Optionee
Acknowledgment. Optionee acknowledges and agrees that the vesting of Shares pursuant to this Option Agreement is earned only by continuing
service with the Company. Optionee further acknowledges and agrees that nothing in this Agreement, nor in the Plan shall confer upon the
Optionee any right to continue in the service of the Company, nor shall it interfere in any way with Optionee’s right or the Company’s
right to terminate Optionee’s service at any time, with or without Cause. Optionee acknowledges receipt of a copy of the Plan and
represents that he or she is familiar with the terms and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety,
has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option.
By executing this Agreement, the Optionee hereby agrees to be bound by all of the terms of both the Plan and this Agreement.


 


	 	BOUSTEAD WAVEFRONT INC.
	 	 	 	 	 	 
	 	By:	 	 	 
	 	Title:	 	 	Date
	 	 	 	 	 	 
	 	 	, Optionee 	 	 
	 	 	 	 	 	Date



 




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By his or her signature below,
your spouse, if you are legally married as of the date of your execution of this Agreement, acknowledges that he or she has read this
Agreement and the Plan and is familiar with the terms and provisions of this Agreement and of the Plan, and agrees to be bound by all
the terms and conditions of this Agreement and the Plan.


 


	 	Dated:	 
	 	 	 
	 	 
	 	Spouse’s Signature	 
	 	 	 
	 	 
	 	Printed Name	 








 


By his or her signature below,
you represent that you are not legally married as of the date of executing this Agreement.


  


	 	Dated:	 
	 	 	 
	 	 
	 	Purchaser’s Signature	 







 




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SAMPLE


NOTICE OF EXERCISE


 


	
    

    Boustead Wavefront, Inc.

    Compensation Committee
	Date of Exercise:
	 	 	 


Ladies and Gentlemen:


 


This
constitutes notice under my stock Option that I elect to purchase the number of Shares for the price set forth below.


 


	 	
    

    Type of Option:
	Incentive Stock Option	 
	 	 	 	 
	 	Grant Date:	 	 
	 	 	 	 
	 	Number of Shares as

to which Option is

exercised:	 	 
	 	 	 	 
	 	Certificates to be

issued in name of:	 	 
	 	 	 	 
	 	Total exercise price:	$	 
	 	 	 	 
	 	Cash payment delivered

herewith:	$	 


 


By
this exercise, I agree (i) to execute or provide such additional documents as Boustead Wavefront, Inc. (the “Company”) may
reasonably require pursuant to the terms of this Notice of Exercise and the Company’s 2022 Omnibus Equity Incentive Plan (the “Plan”),
and (ii) to provide for the payment by me to the Company (in the manner designated by the Company) of the Company’s withholding
obligation, if any, relating to the exercise of this Option.


 


	 	Very truly yours,	 
	 	 
	 	Optionee	 




 


 


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